Marico’s

CODE
OF
CONDUCT

1
1. GUIDING PRINCIPLES .................................................................................................................................................... 3
2. CHANGES TO THIS CODE ............................................................................................................................................. 3
3. APPLICABILITY............................................................................................................................................................... 3
4. POLICY STATEMENT...................................................................................................................................................... 4
4.1 BUSINESS INTEGRITY ................................................................................................................................................. 4
4.1.1 Conflicts of Interest.................................................................................................................................. 4
4.1.2 Receiving and giving gifts, and entertainment .................................................................................... 6
4.1.3 Working with Associates .......................................................................................................................... 8
4.1.4 Bribery ........................................................................................................................................................ 9
4.1.5 Compliance with Laws, Rules and regulations ................................................................................... 10
4.2 COMPANY ASSETS AND FINANCIAL INTEGRITY ............................................................................................................. 11
4.2.1 Accurate and complete data, records, reporting and accounting.................................................. 11
4.2.2 Usage of company asset......................................................................................................................... 12
4.2.3 Insider trading ......................................................................................................................................... 13
4.3 WORKPLACE INTEGRITY .......................................................................................................................................... 16
4.3.1 Equal Opportunity Workplace ............................................................................................................... 16
4.3.2 Harassment-free workplace .................................................................................................................. 17
5 REDRESSAL MECHANISM ............................................................................................................................................. 20
5.1 PRINCIPLE .............................................................................................................................................................. 20
5.2 ANONYMITY AND CONFIDENTIALITY .......................................................................................................................... 20
5.3 WHOM SHOULD I CONTACT IF I HAVE A QUESTION OR CONCERN?................................................................................. 20
5.4 INVESTIGATIONS ..................................................................................................................................................... 21
5.5 PROCESS OF INVESTIGATION .................................................................................................................................... 26
5.6 DECISIONS.............................................................................................................................................................. 27
5.7 DISCIPLINARY ACTIONS............................................................................................................................................ 27
5.8 NO RETALIATION .................................................................................................................................................... 28
5.9 MAKING FALSE ACCUSATIONS .................................................................................................................................. 28
5.10 RESPONSIBILITY ...................................................................................................................................................... 28
5.11 REPORTING OF CODE DECISIONS AND INVESTIGATIONS ............................................................................................... 29
5.12 SIGNATURE AND ACKNOWLEDGEMENT ....................................................................................................................... 29
5.13 WAIVERS................................................................................................................................................................ 29
ANNEXURES ........................................................................................................................................................................... 30
ANNEXURE I ......................................................................................................................................................................... 30
ANNEXURE 2 ........................................................................................................................................................................ 31
ANNEXURE 3 ........................................................................................................................................................................ 32
ANNEXURE 4 ........................................................................................................................................................................ 58

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1. GUIDING PRINCIPLES

The underlying philosophy of this Code is to conduct our business in an ethical manner as well as create a
work environment that is conducive to members and associates alike, based on our values and beliefs.

To help us meet this commitment, the Code defines what we expect of our members and associates. This
Code of Conduct sets out guidelines for each individual in the group to follow.

The Code establishes principles for business conduct applicable throughout the group, regardless of location.
Where differences exist as the result of local customs, norms, laws or regulations, you may apply either the
code or local requirements – whichever sets the highest standard of behavior.

The organization will support and stand by all decisions taken by members in the spirit of trust and
membership. This is providing the decisions taken by the members are in the best interests of the
organization, and in line with Marico Values & this Code of Conduct.

2. CHANGES TO THIS CODE

The Board reserves the right to amend, change, add, delete or modify any contents of this Code at any future
date. Any changes made would be prospective and duly communicated to all concerned.

3. APPLICABILITY

This Code is applicable to all members of the Marico Ltd. Group in India.

Additionally, certain parts of this Code are applicable to members deputed abroad and covered under the
Company’s ESOP scheme, the Board of Directors and Statutory Auditors of the Company. This is in compliance
with relevant statutory provisions in regard to the matters notified under said parts and has been separately
stated wherever applicable.

Attached in Annexure 2 are the names of the current members of Boards of Directors, Marico’s BEAM, and
Company Secretary.

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4. POLICY STATEMENT

4.1 Business Integrity

4.1.1 Conflicts of Interest

Marico trusts its members to act in the best interest of the organization at all times. A Conflict
of Interest arises when a member’s personal, social, financial or political activities interfere or
appear to be interfering with the member’s objectivity at work or conflicts directly or
indirectly with the interests of Marico.

Actual Conflicts of Interest is not permissible. Even the appearance of a conflict may be harmful in
certain circumstances. When these circumstances are unavoidable, or when there is doubt regarding
possible conflict of interest, the member must disclose the same with details to the organization
through the immediate supervisor. In cases where approval from any other authority is required, it is
mentioned as such.

Conflicts of Interest may arise in various circumstances. Listed are few examples:
a) Outside employment:
Members are encouraged to go beyond their immediate role to further the reputation of the
organization and themselves as this will lead to long-term benefit to the organization. However, the
business interests of the company need to be the first priority and members are expected to devote
their maximum attention to the same. Marico’s policies prohibit members from accepting
employment with suppliers, customers, competitors or engaging in any activity that enhances or
supports a competitor’s position as this is a direct conflict of interest.

b) Directorships in other companies:

A Marico member serving on the board of another organization may be seen as an opportunity for
enhancing the professional equity and reputation of not only the member but of Marico too. However,
some of these situations might cause or appear to cause conflict of interest. Hence, the member
needs to take prior approval from the Chairman & Managing Director before accepting a position as a
board member in any other organization. This needs to be renewed on a yearly basis. This does not
apply to the non-Executive members of the Board of Directors.

c) Outside Investments:
Members need to keep in mind that their investments do not create conflicts of interest, which is any
investment that may adversely affect or appear to affect their ability to make objective decisions on
behalf of Marico. Members must declare through their immediate supervisor any ‘substantial interest’
they have in a competitor, supplier or customer (substantial interest may be commonly understood as

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 anything more than 1% of the stocks of a public company). However, if the member has a
discretionary authority in dealing with that company, investments should not be made at all.

d) Corporate opportunities:
Members should not exploit, for their own personal gain, any opportunities that are discovered
through the use of corporate property, information or position, unless the opportunity is disclosed
fully in writing to the Board of Directors and the Board declines to pursue such opportunities for
Marico.

e) Close relatives:
Marico encourages leveraging social networks for sourcing new members and in other areas. To meet
this objective, one of the initiatives the organization has taken is the referral scheme ‘Tareef’ for
members to refer professionals from their network. At the same time discretion is advised for
professional interaction with close relatives who could be prospective members, business associates,
vendors, competitors where a situation of conflict of interest can arise. Following guidelines are
recommended for any dealing with close relatives. (Where Close Relative means a spouse, partner,
fiancé, parent, step-parent, child, step-child, sibling, step-sibling, nephew, niece, aunt, uncle,
grandparent, grandchild and in-law)
• Close relative being employed by or investing in our associates/competitors:
A conflict of interest arises when the member has a discretionary authority in dealing with these
companies. In case of a close relative employed by a competitor, the relationship between the
member and the close relative must not affect, or appear to affect, the member’s ability to act
in the best interest of Marico. It is imperative that the members disclose the employment of close
relative with competition, business associates where either the member or the close relative can
influence decisions or business transactions directly or indirectly.
• Close relative working together:
A conflict of interest arises when a member has the ability to hire, supervise, affect terms and
conditions of employment, or influence the management of any close relative, regardless of
whether that person is a Marico member or employed by a Marico contractor. Even if there isn’t a
direct conflict of interest, members who are partners/spouses/engaged to each other must
ensure that they maintain the decorum of office conduct. Care should be taken proactively by the
concerned members that their behavior towards each other does not cause discomfort to
members around.

Other situations: It would not be practical to list down all the possible situations. Therefore, members should
seek guidance if they have any doubts as regards any particular situation. Guidance can be sought from the
immediate supervisor, Line HR Manager or any member of the Ethics Committee.

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4.1.2 Receiving and giving gifts, and entertainment

We believe that business relationships founded on trust and mutual advantage are vital to our success.
We believe in conducting ourselves honestly, responsibly and fairly in our interactions with everyone
including our customers, contractors and suppliers.

a) Members should not accept any offers, payment, promise to pay any money, gift or anything of
value from customers, vendors, other members etc that is perceived as intended, directly or
indirectly, to influence any business decision or any commitment of fraud.
b) Inexpensive gifts, infrequent business meals etc do not violate this policy provided they are not
excessive or create an appearance of impropriety.
c) Gifts given by the Members to business associates or received from them should be appropriate to
the circumstances and should never create an impression of impropriety.
• We would encourage members to build long-term relationships with suppliers, vendors etc. so
as to derive business benefit in the long-term. Members should ensure that gifts or
entertainment in this regard are appropriate to the circumstances

‘Gifts and entertainment’ means anything of value, e.g. discounts, loans, favorable terms on any product or
service, services, prizes, transportation, use of another company’s vehicles, use of vacation facilities, stocks
or other securities, participation in stock offerings, home improvements, tickets, and gift certificates.

Examples of gifts those are appropriate:

• Meals: modest occasional meals with someone with whom we do business
• Entertainment: occasional attendance at ordinary sports, theatre and other cultural events
• Gifts: gifts of nominal value, such as pens, calendars, or small promotional items

Examples of gifts those are clearly inappropriate:

• Any gift or entertainment that would be illegal (against the law of the land).
• Gifts or entertainment involving parties engaged in a tender or competitive bidding process.
• Any gift of cash or cash equivalent (such as gift certificates, loans, stock, stock options).
• Any gift or entertainment that is a ‘quid pro quo’ (offered for something in return).
• Any entertainment that is indecent, sexually oriented, does not comply with the organization’s
commitment to mutual respect or that otherwise might adversely affect its reputation.
• A gift or entertainment that you pay for personally to avoid having to report or seek approval for, a
specific action.

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In case an inappropriate gift is offered or received, the member must return and/or intimate the same to the
concerned party immediately, as is applicable in conjunction with this Code. The member must also report
the same through the immediate supervisor.

The member should use individual discretion to use the gifts received, due to their role in organization,
for/in the organization.

If unable to classify the gift received, the member should seek guidance from the immediate supervisor and
act appropriately.

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4.1.3 Working with Associates

Marico’s associates play a critically important role in our ability to operate and provide products and
services to our customers. That is why we must choose them carefully, based on merit, and with the
expectation that our associates will act consistently with our compliance and ethics requirements.

A member needs to keep the following in mind while selecting an associate:

A. Choice is to be based on merit, avoiding conflicts of interest, inappropriate gifts and entertainment
or any other kind of favoritism that might compromise selection.
B. Seek to do business with associates who comply with legal requirements and who act in a manner that
is consistent with our commitment to compliance and ethics as outlined in this Code.
C. Help our associates understand our compliance and ethics requirements.

“Associate” is any external person/body/company we do business with. They could be advertising agencies,
distributors, consultants etc.

Note: Additional rules regarding associates may apply to a particular job. The member is to ensure applicable
rules within that area.

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4.1.4 Bribery

Marico strongly propagates meritocracy in all its actions and dealings.

We encourage our members to keep meritocracy in mind and follow it as a principle while interfacing with
others including other members, government officials, business associates, contractors, agents etc.

Giving or receiving an undue reward (bribe) to influence the behavior of someone to obtain commercial
advantage is discouraged in keeping with our principle of meritocracy.

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4.1.5 Compliance with Laws, Rules and regulations

Marico is committed to conducting business in conformation with all the laws of the land.

Members must comply with all applicable Laws, rules and Regulations in spirit of the law.

Members must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to
enable them to recognize the potential dangers and to know when to seek advice from the legal department.

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4.2 Company assets and financial integrity

4.2.1 Accurate and complete data, records, reporting and accounting

In line with our values of trust and openness, we will be forthright and transparent about our
operations and performance, accurate in the recording and reporting of data and results, and exercise
care in the use of our assets and resources.

Accurate and complete data, records, reporting and accounting:

• Members should provide to all stakeholders and other Marico members information that is correct and
complete. For example:
a. Financial data (e.g. books, records and accounts) must conform both to generally accepted
accounting principles and to Marico’s reporting policies
b. Information provided for the employment records should be accurate in all the aspects
• Members should treat all information that is not in the public domain (not on the organization’s
annual/quarterly report, published in the internet/intranet) with care. Any information stated as
confidential explicitly should be treated as such. For other information where there is a doubt, the
member should check with the immediate supervisor. For e.g.: R&D material on a new product should
be kept strictly confidential
• Members will not use any confidential information to accrue personal gains
• CEASE: Members must use CEASE (Claims Against Self Authorization) with responsibility and integrity.
Refer to the guidelines on CEASE available in Mera Milaap (the intranet site).

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4.2.2 Usage of company asset

All members are responsible for using good judgment to ensure that organization assets are not
misused or wasted.

Marico assets are not to be used for member’s personal benefit or the benefit of anyone other than the
organization. There can be exceptions to this within the boundary of common sense, like:
• The occasional personal phone call or e-mail from your workplace is acceptable. Excessive personal
calls or e-mail, however, is a misuse of assets
• Company policy may allow additional personal use of certain assets, such as a company car or wireless
communication device. This is to be checked with relevant local policies to ensure that you are using
the assets as intended
• Clubbing of official travel with a trip to member’s hometown/any personal work is acceptable as long
as the official trip is warranted under the circumstances. However, the primary purpose of the trip
cannot be personal, it has to be official.

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4.2.3 Insider trading

Marico is committed to supporting fair and open securities markets throughout the world.

Marico follows a strict policy on employees share dealing rules. These Rules are applicable to:
(i) all Directors, Officers, Members in the Partner grade and Members in the Corporate Finance
Department and Statutory Auditors;
(ii) their Dependants (spouse, dependent parents and minor children),

- whether in India or aboard .

Please find below a Summary of the Rules.

A. Dealing In Marico Securities
S.No. Do's
1 Dealings (sale and Purchase) in securities of
the Company by self and dependents in
excess of 2000 securities in number during
the Free Period shall require pre-clearance
by the Compliance Officer.
2 Pre-clearance of intended dealing shall be
taken in Part I of Form 'A' and shall be
accompanied by an undertaking in the
prescribed Form.
3 The deal must be executed within 7 trading
sessions of pre-clearance by the Compliance
Officer, in the absence of which, fresh pre-
clearance must be sought.
4 After the deal has been executed intimation
of the actual dealing shall be given to the
Compliance Officer in Part II of Form 'A'.
Dont's
No Employee of the Company shall deal in securities
of the Company either on his/her own behalf or on
behalf of another person during the Prohibited
Period.
No employee shall on his/her own behalf or on behalf
of any other person deal in securities of the company
while in possession of unpublished price sensitive
information.
No employee shall communicate, counsel or procure
directly or indirectly any unpublished price sensitive
information to any person. (Shall not be deemed to
be in the possession of unpublished price sensitive
information during the Free Period.)

5 In case dealing is in 2000 shares or less, the

Compliance Officer shall be informed within
7 days of the dealing in Form 'B'.
6 All matters relating to dealing in Securities
shall be disclosed by the stock broker of the
employee, if so requested, by the
Compliance Officer.
7 Securities once acquired must be held for a
minimum period of six months, which may
be waived in case of personal emergency
with the prior approval of Compliance
officer in Form 'G'.
8 Members must disclose holding in securities
of the Company by self and dependents in
Part I of Form 'C' at the time of joining.
9 Annual statement of all holdings & dealings
in securities of the employee and his
dependents shall be made in Part II of Form
'C' to the Compliance Officer.

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Illustration of Prohibited Period

Date of Board Meeting : April 24, 2008

Date of commencement of Prohibited Period : April 1, 2008
Date of conclusion of Prohibited Period : April 25, 2008 (24 hours after conclusion of the Board Meeting)

B. Dealing with Analysts, Institutional Investors & Media

S.No. Do's Dont's
1 Any information proposed to be shared with No price-sensitive information shall be disclosed to
Analysts, Institutional Investors, brokers, analysts/institutional investors without the
financial advisors or Media shall require prior confirmation of the Compliance Officer that the
approval of the Compliance Officer or the CEO said Price-sensitive information has been made
of the concerned function. public.
2 In case of accidental disclosure of Price
Sensitive Information, the Compliance Officer
and the CEO of the concerned function shall be
informed immediately.
3 Designated Employees alone shall interact with
analysts and institutional Investors.
4 Two designated employees of the company
shall always be present at any meeting with
Analysts or Institutional Investors.
5 The concerned employee shall report in
advance to the Compliance Officer the date of
the meeting and the name/s of the analyst /
institutional investor.
6 The concerned employee shall forward to the
Compliance Officer the minutes of the meeting
with the analysts/ institutional investors
within 24 hours of the conclusion of the
meeting.
7 Unanticipated questions relating to price-
sensitive information raised during the
meeting shall be taken note of and a
considered response shall be given after
consulting the CEO of the concerned function.

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C. Miscellaneous
S.No. Do's Dont's
1 All Employees shall immediately report price No employee shall pass on any price sensitive
sensitive information directly received by them to information to any person directly or
the concerned Head of department in Form 'F', who indirectly by way of making recommendation
shall then inform the Compliance Officer. for dealing in securities.
2 All Employees shall maintain confidentiality of Price
Sensitive information.
3 All files containing confidential information shall be
kept secure and under lock and key. Computer files
shall contain login, password etc.
4 Employees shall disclose price sensitive information
only to those within the company who need the
same to discharge their duties.

Please go through the entire policy on “Employees (Dealing in Securities & Prevention of Insider Trading)
Rules” (Annexure 3) for greater details.

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4.3 Workplace Integrity

4.3.1 Equal Opportunity Workplace

Marico is committed to building a work environment of mutual trust, where all members are treated with
dignity and respect.
Members will be recruited, selected, developed, transferred and advanced basis our principle of meritocracy
– requirements of the role and business. It will be irrespective of race, color, religion, gender, gender
identity, age, national origin, sexual orientation, marital status or disability.

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4.3.2 Harassment-free workplace

Marico Limited stands committed to maintaining a work environment free from all forms of harassment
and discrimination for all associates consistent with its commitment to conduct its business in
accordance with principles of equality, equal opportunity, and human rights.

A key manifestation of a pleasant and conducive work environment is respect for the individual, irrespective
of the sex of the member concerned. In order to sustain this strongly through creation of a better
understanding, behaviors that go against mutual respect have been articulated.

Marico Limited aims to:

• Create a working and learning environment that is free from harassment and where all individuals
associated with Marico Limited are treated with dignity, courtesy and respect.
• Promote appropriate standards of conduct at all times.
• Encourage the reporting of behavior which breaches the Guidelines on Prevention of Sexual Harassment.
• Provide an effective procedure for complaints based on the principles of natural justice.
• Treat all complaints in a sensitive, fair, timely and confidential manner.
• Guarantee protection from any victimization or reprisals.
• Implement training and awareness - raising strategies to ensure that all members and associates know
their rights and responsibilities.

4.3.2.1 Policy on Prevention of Sexual Harassment

Unwelcome:

UNWELCOME is the key in defining sexual harassment. It is the impact and effect the behavior has on the
recipient that will define the behavior as sexual harassment.

Sexual harassment can occur between men and women; women and other women; and men and other
men.

Sexual harassment is any unwelcome sexually determined behavior (whether directly or by implication),
such as:-

1. Physical contact or advances.

2. A demand or request for sexual favors
3. Sexually colored remarks

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4. Showing pornography
5. Any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.

where any of these acts is committed in circumstances where the victim of such conduct has a
reasonable apprehension that it is in relation to the victim's employment or work whether he/she is
drawing salary, or honorarium or voluntary, such conduct can be humiliating and may constitute a health
and safety problem. It is discriminatory for instance when the member has reasonable grounds to believe
that his/her objection would disadvantage him/her in connection with his/her employment or work
including recruitment or promotion or when it creates a hostile work environment. Adverse consequences
might be visited if the victim does not consent to the conduct in question or raises any objection thereto.

Sexual harassment takes place if a person:

• Subjects another person to an unwelcome act of physical intimacy, like grabbing, brushing, touching,
pinching etc.
• Makes an unwelcome demand or request (whether directly or by implication) for sexual favors from
another person, and/or further makes it a condition for employment/payment of
wages/increment/promotion etc. Essentially when sexual favors are ‘quid pro quo’
• Makes an unwelcome remark with sexual connotations, like sexually explicit compliments/cracking
loud jokes with sexual connotations/ making sexist remarks etc.
• Shows a person any sexually explicit visual material, in the form of pictures/cartoons/pin-
ups/calendars/screen savers on computers/any offensive written material/pornographic e-
mails/inappropriate sms etc.
• Engages in any other unwelcome conduct of a sexual nature, which could be verbal, or even non-
verbal, like staring to make the other person uncomfortable, making offensive gestures, kissing
sounds, etc.
• Exhibitionism (flashing oneself) intentionally.
• Persistently asking a person out when the person asked out has showed lack of interest.
• Hostile working environment is more pervasive form of inappropriate conduct involving work
conditions or behavior that make the work environment 'hostile' for the member to be in. Certain
sexist remarks, display of pornography or sexist/obscene graffiti, physical contact/brushing against
members are some examples of hostile work environment, which are not made conditions for
employment.
• A hostile work environment can also be caused by any two members in an intimate personal
relationship, if the behavior displayed by the two members created difficulties or discomfort for
others. It then becomes a ‘hostile work environment’ for the other members.
o When the 2 members share supervisor – subordinate relationship: Intimate personal
relationships between supervisors and subordinates do not, in themselves, constitute

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 harassment. However, it constitutes a conflict of interest situation and hence the supervisor
subordinate relationship cannot continue in line with guidelines mentioned in the section
(refer to section on “Conflict of Interest”).

How to Handle Undesired Behavior:

Any person who feels that they are being subject to or observes incidences of sexual harassment has
the right to complain and take action. If you experience or suspect a concern, you should:

• Know your rights. Sexual harassment is illegal, both the law of the land and Marico Limited
prohibit sexual harassment.
• Ask the person to stop, where you feel comfortable. While this may be difficult, it can be an
effective way of stopping the un-welcome behavior.
• Get information and support. If you feel you cannot speak up, ask your friends to help you and
bring it to the notice of the member of the Ethics Committee, Line HR Manager, supervisor or
member of the Prevention of Sexual Harassment (PoSH) Committee (names mentioned in
Annexure 1). Keep records that might be useful for pursuing the case (emails, text messages etc).
• Contact any of above mentioned members or your immediate supervisor for advice, if the
harassment continues, or if you don't feel comfortable talking with the person about their
behavior. They can assist you in dealing with the problem in a completely confidential manner.

What Not To Do:

• Do not blame yourself. Sexual harassment is not something one brings on oneself. It is not a
consequence of certain ways of dressing or acting. It is a violation of an individual’s right to work
and live with dignity.
• Do not ignore it. Ignoring inappropriate conduct does not make it go away. The harasser may
misinterpret a lack of response as approval of the behavior.
• Do not delay. Delay in action increases the probability that unwanted behavior will continue or
escalate.
• Do not hesitate to ask for help. Speaking up may prevent others from being harmed as well.

We look forward to an environment where there is mutual respect and there are no issues of
inappropriate conduct/ misbehavior. However, we would also like to reiterate that no member should
undergo this harassment quietly, but should feel confident about raising the issue and seeking a
resolution.

These guidelines are in line with Supreme Court rulings in the area of Sexual Harassment.

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5 REDRESSAL MECHANISM

5.1 Principle

We all have an obligation to uphold the high ethical standards of Marico. If you observe behavior that
concerns you, or that may represent a violation of our Code of Conduct, raise the issue promptly. Doing
so will allow the organization an opportunity to deal with the issue and correct it, ideally before it
becomes a violation of law, security or the Company’s reputation.

5.2 Anonymity and Confidentiality

When you make a report to the Ethics Committee through any mechanism, you may choose to remain
anonymous, although you are encouraged to identify yourself to facilitate communication. If you make your
identity known, the Committee and investigators will take every reasonable precaution to keep your identity
confidential, consistent with conducting a thorough and fair investigation. Because we strive to maintain
strict confidentiality in all investigations, we may not be able to inform you of the outcome of an
investigation.

5.3 Whom should I contact if I have a question or concern?

If you have a question or concern about legal or ethical standards, what should you do? As explained below,
you have multiple options. The idea is that you can choose to reach out to multiple members in the
organization who will be equipped to help you resolve your concern.

1. Your line management is usually a good place to start with a legal or business conduct issue.
2. Line HR Manager
3. Any member of the Ethics committee (names mentioned in Annexure 1).

In case of a concern on Sexual harassment, in addition to the above touch points, you also have the option
of contacting any member of the PoSH (Prevention of Sexual Harassment) Committee. The names of the
members are mentioned in Annexure 1.

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5.4 Investigations

Marico takes all reports of possible misconduct seriously. We will investigate the matter confidentially, make
a determination whether the Code or the law has been violated, and take appropriate corrective action.

The Code of Conduct is designed to ensure consistency in how members conduct themselves within the
Company, and in their dealings outside of the Company. The procedures for handling potential violations of
the Code have been developed to ensure consistency in the process across the organization. Within this
framework, Marico will ensure it follows local grievance procedures, if any specified by the local laws.

While conducting an Investigation following any complaint, Marico will ensure it adheres to the Principles of
Natural Justice namely:

• Both parties shall be given reasonable opportunity to be heard along with witnesses and to produce
any other relevant documents
• No member will be allowed to be a judge in his/her own case

Upon completion of the investigation, both parties will be informed of the results of that investigation.
Documents which form part of the official record shall also be given to the complainant if need be.

No set of rules can cover all circumstances. These guidelines may be varied as necessary to conform to local
law or contract.

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I. Overall Concern Process Chart:

Concern/
Query

HR Person/
EC/ Line Manager

Refer to
EC Office

Refer to NO Concerned
Concerned to Code?
authority

Yes

Other areas
Appoint of Code Related to Yes Refer to
Investigators PoSH Committee
PoSH Policy?

In 6 weeks

Refer level Refer to the

specific committee investigation
Structure process
(II)
Report to EC office
by Investigation
Committee

EC, BEAM Member,

Chief of HR
decide final action

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II. Level-specific Committee Structure:

Non PoSH
Code Violation
Complaint

Code Violation defendant Code Violation defendant

CMD/ BEAM reports/ Other

BEAM Member/ Primary Vendor/ Members
Member of EC or Associate
PoSH Committee

Committee constitution Committee constitution

3rd Party EC Members Trained

Investigation, NGO Investigation
Rep, Lawyer committee panelist

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III. Investigation Process Chart:

Complaint

Ask the complainant to prepare detailed

statement of incidence

Investigating committee to Collect/Verify

all available material evidence/proofs

Yes Does the evidence gathered

clearly contradict the complaint?

No

Inform the
Statement of allegations to be drawn up
complainant about
by investigating committee
the finding (wherever
possible) keeping in
mind provisions of
section 5.9
Defendant to write response to
statement of allegation

Investigation Committee to organize

hearing. (Proceedings will be recorded)

Defendant may counter the

charges/evidences

Investigation committee will take

testimonies of other relevant people

Investigation committee reaches

conclusion after review of circumstances,
evidences & relevant statements

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Detailed description of the Investigation Process:

Gathering concerns/queries/complaints:
• A member can address a concern or query to multiple touch points – the line HR Manager, supervisor or
any member of the Ethics committee. The organization is open to listen to its members at all times.
• All concerns regarding code violation will be directed to the office of the Ethics Committee, irrespective
of who receives it. Care must be taken that the first person who receives the concern does not exercise
personal judgement regarding the same.
• At this point of time, the EC office will need to judge the concern:
I. If the concern does not have anything to do with this Code of Conduct, literally and in spirit, the
office of the EC will refer it to the appropriate authority that can solve the issue.
E.g.: Payroll-related concerns, administration-related concerns etc.
II. If the concern is related to the Code of Conduct, the office of the EC will need to immediately
initiate the investigation process

Investigation Committee:
• Depending on the type of complaint, the Committee carrying out the investigation will differ:
I. In case the complaint is of Sexual Harassment, it will be referred to the PoSH (Prevention of
Sexual Harassment) Committee. The PoSH Committee will then take the investigation forward
II. In case the complaint is regarding any section of the Code, other than Sexual Harassment, then
the Ethics Committee will appoint trained Investigators to take the investigation forward. The
composition of the Investigation Team will depend on the level of the defendant, to ensure
fairness in the system:

If the defendant is the Chairman & Managing Director / BEAM Member / Member of
the Ethics Committee / Member of the Prevention of Sexual Harassment Committee,
then the Investigation Team will comprise of a 3rd party Investigator, NGO
Representative and a Lawyer.

If the defendant is a BEAM reportee / Primary Vendor / Associate, then the
Investigation Team will comprise of select members of the Ethics Committee.

If the defendant is any other member of the organization / other vendors, then the
Investigation Team will comprise of trained investigators.

III. They will form the “Investigation Team” in the process below. The Ethics Committee will start
the complaint redressal process within 2 weeks of receiving the complaint with the appropriate
team, depending on the type of complaint

25
5.5 Process of Investigation

1. Upon receiving a formal complaint, the Team will seek from the complainant a detailed statement of
incidents.
2. The Team then looks at the complaint and collects all material evidence related to the complaint. This
may include payslips, claim vouchers etc. – depending on the nature of the complaint.
3. Looking at the evidence in front of them, the Committee needs to come to a decision:

• If the evidence shows with irrefutable proof that the complaint is erroneous, then the Team can
draw a conclusion right away and present this information back to the Ethics Committee(*).
• If the evidence only provides backing to the complaint or does not show anything conclusive, the
Team will need to take the Investigation Process forward

(*): The Investigation Team should now look at whether there is any proof that the complainant has made
a false accusation deliberately to gain any leverage due to the allegation or with an intent of tarnishing
the accused member’s image. If complainant is found guilty of making a false accusation, the inquiry
needs to be carried on as if the complainant is now the defendant.

4. A statement of allegations then needs to be drawn up by the Team and sent to the defendant.
5. The defendant will be asked to prepare a response to the statement of allegations and submit to the
Team within the given time.
6. The Team will organize verbal hearings with the complainant and the defendant. The entire proceedings
will also be recorded in written form
7. Statement of Complainant will be recorded again in the presence of the defendant.
8. The defendant will be given an opportunity to cross question the complaint if there is a need to do so.
9. The Team will take testimonies of other relevant persons and review the evidence whenever necessary.
10. The Team will then prepare the report with the recommendation after carefully reviewing the
circumstances, evidence and relevant statements in all fairness. This will be presented to the Ethics
Committee. This report needs to be prepared within 6 weeks.

Please Note:

• If the defendant, being provided fair opportunity to participate in the inquiry and defend him/herself
fails to participate in the inquiry, the Committee may conduct the inquiry exparte.

• The Ethics Committee shall be empowered to do all things necessary to ensure a fair hearing of the
complaint including all things necessary to ensure that victims or witnesses are neither victimized nor

26
 discriminated against. In this regard the –Ethics Committee, along with the Head-HR of the respective
unit will have the discretion to make appropriate interim recommendations vis-à-vis a defendant person
pending the outcome of a complaint including suspension, transfer, leave, change of office etc. The
complainant will have the option to seek transfer of the perpetrator or seek his/her own transfer.

• In case of complaint regarding Sexual Harassment: A manager/partner in the organization could be

designated to provide advice and assistance to each party if requested by either of them. Similarly, the
complainant and the defendant will have the right to be represented or accompanied by a member of
staff of Marico Limited, a friend or a colleague

5.6 Decisions

The EC, along with the respective BEAM member and Chief of HR makes all decisions about Code violations
and discipline. The actions/recommendations will have to be made within 2 weeks of receiving report from
the Investigation Team.
In case the investigation is inconclusive i.e. the investigation team is not able to come to a conclusion with
the evidence available, the concerned members will be informed formally about the same. The case will be
recorded by the Ethics Committee for the record.
Presence of minimum three members of the EC will be considered valid for any decisions regarding selection
of investigating committee or for the presentation of findings of investigation.

5.7 Disciplinary Actions

Marico strives to impose discipline that fits the nature and circumstances of each Code violation. It uses a
system of progressive discipline, issuing letters of reprimand for less significant, first-time offenses.
Violations of a more serious nature may result in suspension without pay; loss or reduction of merit increase,
bonus or stock option award; or termination of employment. The complainant’s views may be taken into
consideration for this purpose.

Note: In case of complaint regarding Sexual Harassment:

• Given that Marico Limited views any finding of sexual harassment a serious violation of human rights,
appropriate action will follow under the circumstances. Such action may range from counseling to
termination from employment, and may include such other forms of disciplinary action the Ethics
Committee deems appropriate under the circumstances. If the aggressor is guilty of serious sexual
harassment or has repeatedly (second time) committed acts of sexual harassment then he /she must be
dismissed. In appropriate cases he/she may also be required to pay monetary compensation.

Where Laws have been violated, the company will fully cooperate with the appropriate authorities.
27
When a member is found to have violated the Code, notation of the final decision, and a copy of any letter of
reprimand, will be placed in the member’s personnel file as part of the permanent record.

5.8 No Retaliation

Marico has an unwavering policy against retaliation for raising a good-faith concern under this code. Marico
values the help of members or associates who follow this Code of Conduct and raises a concern or reports
misconduct. Any retaliation against a member or organization that raises an issue honestly is a violation of
this Code. That a member has raised a concern honestly, or participated in an investigation, cannot be in any
circumstances, the basis for any adverse employment action, including separation, demotion, suspension, loss
of benefits, threats, harassment or discrimination.

Allegations of retaliation will be investigated and appropriate action will be taken. Anyone responsible for
reprisals against individuals who report suspected misconduct or other risks to business will be subjected to
disciplinary action up to and including dismissal.

If you believe someone has retaliated against you, or if you suspect that you or someone you know has been
retaliated against for raising an ethical issue report the matter immediately to the Ethics Committee.

5.9 Making False Accusations

Marico will protect any member or associate who raises a concern honestly, but it is a violation of the Code to
knowingly make a false accusation, lie to investigators, or interfere or refuse to cooperate with a Code
investigation. Honest reporting does not mean that you have to be right when you raise a concern; you just
have to believe that the information you are providing is accurate. Knowingly making false accusations will
result in strict action, including termination.

5.10 Responsibility

The EC periodically reports all pending Code investigations and final Code decisions, including disciplinary
actions taken, to BEAM and to the Board of Directors. The EC will also post a representative sample of Code
violations, with personal identifying characteristics removed, on the Ethics intranet site for the education of
members.
As an organization, Marico Limited will make an annual report to the Government department concerned of
the complaints and action taken by them, particularly related to the guidelines on Prevention of Sexual
Harassment, in conjunction with the guidelines laid out by the Supreme Court.

28
5.11 Reporting of Code Decisions and Investigations

The EC periodically reports all pending Code investigations and final Code decisions, including disciplinary
actions taken, to BEAM and to the Board of Directors. The EC will also post a representative sample of Code
violations, with personal identifying characteristics removed, on the Ethics intranet site for the education of
members.

As an organization, Marico Limited will make an annual report to the Government department concerned of
the complaints and action taken by them, particularly related to the guidelines on Prevention of Sexual
Harassment, in conjunction with the guidelines laid out by the Supreme Court.

5.12 Signature and Acknowledgement

All members must sign an acknowledgement form confirming that they have read the Code of Conduct and
agree to abide by its provisions. Failure to read the Code or sign the acknowledgement form does not excuse
a member from compliance with the Code.

All members must do this once in their tenure in Marico. Additionally, all members of Marico’s Board of
Directors (Executive and non-Executive), the Marico BEAM Team (names attached in Annexure 2) and all
Partner grade members must sign an acknowledgement once a quarter.

The format for the same is enclosed in Annexure 4.

5.13 Waivers

Waivers of any provisions of this Code for Members of Marico must be approved by the Board of Directors and
the Ethics Committee.

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ANNEXURES

Annexure I

Ethics Committee

- Milind Sarwate, Vijay Subramaniam – BEAM sponsors

Members:
- Ashutosh Telang
- Mukesh Kriplani
- B. Sridhar
- Harish Parasuram
- Nimisha Das
- Dr. Avani Mainkar
- Kapil Jayant
- Deepa Rajaram

This Committee can then refer individual investigations to select members from the concerned geography.

Investigation committee members

A committee will be formed from across the organization. The list of members comprising the same will be
announced separately and appended to the Code.

Members of Prevention of Sexual Harassment Committee:

1. Dr. Avani Mainkar

2. Nimisha Das
3. Ashutosh Telang
4. Ruhie Pandey
5. Saikat Mukherjee
6. Aparna Joshi, NGO representative

30
Annexure 2

Non- executive Members of Marico’s Board of Directors

1. Rajeev Bakshi
2. Atul Choksey
3. Nikhil Khattau
4. Rajen Mariwala
5. Hema Ravichandar
6. Anand Kripalu
7. B.S. Nagesh

Executive Member(s) of Marico’s Board of Directors

Mr. Harsh Mariwala - Chairman and Managing Director

Members of BEAM: Marico’s Top Management Team is called BEAM. (This acronym originated from the title
we had given to the Review meetings – Business Evaluation and Action Meetings.) The BEAM team reports to
Harsh and comprises the following members:

1. Saugata Gupta Chief Executive Officer – Consumer Products

2. Ajay Pahwa Chief Executive Officer - Kaya
3. Vijay Subramanian Chief Executive Officer – International Business
4. Milind Sarwate Chief – Finance, HR & Strategy

Company Secretary

Rachana Lodaya - Company Secretary

31
Annexure 3

Marico Employees (Dealing In Securities & Prevention of Insider Trading) Rules, 2009
Table of Contents

1. TITLE, COMMENCEMENT AND APPLICABILITY

2. DEFINITIONS

3. COMPLIANCE OFFICER
3.1. Duties & Powers of the Compliance Officer

4. DEALINGS IN SECURITIES BY CONNECTED PERSONS

4.1. Prohibition on dealing, communicating or counselling on matters relating to insider trading
4.2. Prohibition of trading
4.3. Pre - clearance of trades
4.4. Reporting requirements

5. PRESERVATION OF PRICE SENSITIVE INFORMATION

5.1. Obligations of Designated Employees
5.2. Preservation of price sensitive information

6. CORPORATE DISCLOSURE POLICY

6.1. Disclosure of Price Sensitive Information
6.2. Procedure for responding to any queries/requests for verification of market rumours by Stock
Exchanges
6.3. Dealing with analysts/institutional investors

7. PENALTY FOR CONTRAVENTION

8. COMPLIANCE

9. APPENDIX
9.1. Form A
9.2. Form B
9.3. Form C
9.4. Form D
9.5. Form E
9.6. Form F
9.7. Form G
9.8. Form H
32
1. TITLE, COMMENCEMENT AND APPLICABILITY

1.1. These rules shall be called the Marico Employees (Dealing in Securities & Prevention of Insider
Trading) Rules, 2009.

1.2. These Rules are made pursuant to the Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992, as amended from time to time (hereinafter referred to as ‘SEBI Insider
Regulations’) and have been framed as near thereto to the Model Code specified in Part A and Part B
of Schedule I to the SEBI Insider Regulations without diluting it in any manner and ensuring
compliance of the same.

1.3. The purpose of these rules is to ensure:

1.3.1. prohibition on dealing in Company’s securities on the basis of possession of price sensitive
information;
1.3.2. dissemination of information which is price-sensitive to analysts, institutional investors,
media etc., only after making the same public;
1.3.3. timely and adequate disclosure of price sensitive information to Stock Exchanges on a
continuous and immediate basis;
1.4. These Rules shall supersede the Marico Employees (Dealing in Securities & Prevention of Insider
Trading) Rules, 2002 and the amendments therein have been approved by the Board of Directors at
their meeting held on January 22, 2009.

1.5. These rules are applicable to:

1.5.1. all Directors, Officers and Designated Employees of Marico Limited
1.5.2. their Dependants (defined hereafter)
(hereinafter collectively called as ‘Connected Persons’).

2. DEFINITIONS

2.1. Board

Board means the Board of Directors of the Company.

2.2. Company

Company for the purpose of these rules means Marico Limited.

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2.3. Compliance Officer

Compliance Officer means the Company Secretary or such other person as may be nominated as the
Compliance Officer by the Board or the Chairman & Managing Director from time to time.

2.4. Dealing in Securities

Dealing in securities means buying, selling or agreeing to subscribe, sell or deal in any securities of the
Company either as principal or agent.

2.5. Dependent

Dependent means and includes spouse, dependent parents and minor children.

2.6. Designated Employee

Designated Employee means and includes:

(i) All employees in the Partner grade; and

(ii) All employees of the Corporate Finance department;
(iii) Employees designated by the Board from time to time, to whom these trading restrictions shall be
applicable, keeping in mind the objectives of these Rules.

2.7. Employee

Employee means an employee of Marico Limited and shall include any person deputed by Marico Limited
to any Subsidiary entity, trainees and temporary staff.

2.8. Free Period

Free Period means any Period other than the Prohibited Period.

2.9. Insider

An Insider for the purposes of these rules means any Connected Person who is reasonably expected to
have access or connection to unpublished price sensitive information in respect of securities of the
Company, or who has received or has had access to such unpublished price sensitive information.

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 2.10. Officer

"Officer" includes any director, manager or secretary or any person in accordance with whose directions
or instructions the Board of directors or any one or more of the directors is or are accustomed to act.

2.11. Price Sensitive Information

Price Sensitive Information means any information, which relates directly or indirectly to a company and
which if published is likely to materially affect the prices of securities of the company. The following
shall be deemed to be price sensitive information: -

(a) periodical financial results of the company;

(b) intended declaration of dividends (both interim and final);
(c) issue of securities or buy-back of securities;
(d) any major expansion plans or execution of new projects;
(e) amalgamation, mergers or take-overs;
(f) disposal of the whole or substantially the whole of an undertaking;
(g) Any changes in policies, plans or operations of the Company;
(h) Any other information which, if disclosed, in the opinion of the person disclosing the same is
likely to materially affect the prices of the securities of the Company.

2.12. Prohibited Period

Prohibited Period means:

(i) Period beginning with the first day of the month in which Board is to consider any price sensitive
information and ending after 24 hours from the time the Price Sensitive information is made
public.
(ii) Such other period as may be specified by the Compliance Officer from time to time after
consultation with the Chairman & Managing Director.

ILLUSTRATION OF PROHIBITED PERIOD

Date of Board Meeting : April 24, 2008

Date of commencement of Prohibited Period : April 1, 2008
Date of conclusion of Prohibited Period : April 25, 2008
(24 hours after the conclusion of the Board Meeting)

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 2.13. Rules

Rules means the Marico Employees (Dealing in Securities & Prevention of Insider Trading) Rules, 2009.

2.14. SEBI

SEBI means the Securities Exchange Board of India.

2.15. Securities

Securities mean and include:

(i) Equity shares of the Company,
(ii) Such other marketable instruments as may be issued by the Company from time to time.

2.16. Unpublished

Unpublished means information which is not published by the Company or its agent and has not been
communicated to the Stock Exchanges.

3. COMPLIANCE OFFICER

3.1. DUTIES & POWERS OF THE COMPLIANCE OFFICER

3.1.1. The Compliance Officer shall maintain a record of the Designated Employees and any changes
made in the list of Designated Employees.

3.1.2. The Compliance Officer may in consultation with the Chairman & Managing Director and shall
as directed by the Board, specify the Prohibited Period from time to time and immediately
make an announcement thereof.

3.1.3. He shall maintain a record of all Prohibited Periods announced by the Company for a
minimum period of three years.

3.1.4. He shall be responsible for

3.1.4.1. Setting forth policies and procedures to achieve the purpose of the rules
3.1.4.2. Monitoring adherence to these Rules for preservation of ‘price sensitive information’

36
 3.1.4.3. Pre-clearing trades of designated employees and their dependents
3.1.4.4. Implementation of the Rules under the overall supervision of the Board

3.1.5. He shall maintain records of all the declarations submitted in the appropriate form given by
the Connected Persons for a minimum period of three years.

3.1.6. He shall place before the Chairman & Managing Director, on a monthly basis all the details of
the dealing in the securities by Connected Persons of the company and the accompanying
documents that such persons had executed under the pre-dealing procedure as envisaged in
these rules.
3.1.7. He shall from time to time inform the Stock Exchanges of any price sensitive information on
immediate basis.

3.1.8. He shall assist all employees in addressing any clarifications regarding SEBI Insider Regulations
and these Rules.
3.1.9. He shall ensure that prohibited period is intimated to all concerned at least 24 hours before
the commencement of the said period.

3.1.10. He shall inform SEBI of any instances of insider trading, in consultation with the Audit
Committee of the Board.

4. DEALINGS IN SECURITIES BY CONNECTED PERSONS

4.1. PROHIBITION ON DEALING, COMMUNICATING OR COUNSELLING ON MATTERS RELATING TO INSIDER

TRADING
4.1.1. No Insider shall –

(i) either on his own behalf, or on behalf of any other person, deal in securities of the Company
when in the possession of any unpublished price sensitive information;

(ii) communicate or counsel or procure, directly or indirectly any unpublished price sensitive
information to any person. However these restrictions shall not be applicable to any
communication required in the ordinary course of business or under any law.

4.1.2. In any proceeding against an Insider, he shall have the defences set out in Regulation 3B of
the SEBI Insider Regulations.

37
4.2. PROHIBITION OF TRADING

4.2.1. Connected Persons shall not deal in the Securities of the Company during the Prohibited
Period.

4.2.2. Connected Persons shall deal in the Securities of the Company only after fulfilling the
conditions laid down hereinafter.

4.2.3. Connected Persons who buy or sell Securities shall not enter into an opposite transaction
during the next six months following the prior transaction.

4.2.4. In the case of subscription in the primary market (initial public offers), connected persons
shall hold their investments for a minimum period of 30 days. The holding period would
commence when the securities are actually allotted.

4.2.5. In case the sale of securities is necessitated by personal emergency, the holding period
maybe waived by the Compliance Officer after recording in writing his/her reasons in this
regard.

4.2.6. Connected persons shall not take positions in derivative transactions in the Securities of the
company at any time.

4.2.7. During the Prohibited Period, Connected Persons shall be entitled to exercise the option to
purchase securities allotted to them under any ESOP scheme. However, sale of securities
allotted under any ESOP scheme shall be governed by these Rules and such sale will not be
permitted if proposed to be made during the Prohibited Period.

4.3. PRE CLEARANCE OF TRADES

4.3.1. Connected Persons may deal in any Securities of the Company only during the Free Period.

4.3.2. All Connected Persons, who intend to deal in the securities of the Company in excess of 2000
shares in number, shall pre-clear the transactions as per the pre-dealing procedure as described
hereunder.

38
4.3.3. An application shall be made in Part I of Form A giving details of proposed dealing as
attached in the Appendix to these Rules.

4.3.4. The Compliance Officer shall grant approval within 2 days from the date of acknowledgement
in Form D as attached in the Appendix to these Rules.

4.3.5. Connected Persons who have dealt in securities of the Company after obtaining pre-clearance
as aforesaid shall within 7 days of such dealing inform the actual details of their transaction to
the Compliance officer in Part II of Form A as annexed in the Appendix to these Rules.
4.3.6. All Connected Persons dealing in securities of the Company below the threshold limit of 2000
shares shall within 7 days of such dealing inform the Compliance officer in Form B as annexed in
the Appendix to these Rules.

4.3.7. An undertaking accompanying the application in Form A or Form B shall be executed in

favour of the Company by the Connected Persons incorporating the following statements:
(a) the securities in respect of which approval is sought or intimation is provided, will be
held/have been held by him/ her for a minimum period of six months.
(b) he/she does not have access to or has not received price sensitive information upto the time
of signing the undertaking;
(c) if he/she has access to or has received price sensitive information after signing of the
undertaking but before executing the transaction, he/she would inform the Compliance
Officer of the change in his position and would completely refrain from dealing in the
securities of the Company till such time the information becomes public;
(d) he/she has not contravened these Rules;
(e) he/she has made a full and true disclosure in the matter.

4.3.8. In exceptional circumstances consent may not be given if the Compliance officer is of the
opinion that the proposed deal is on the basis of possession of any unpublished Price sensitive
information. There shall be no obligation to give reasons for any withholding of consent.

4.3.9. If so requested by the Compliance Officer, the Connected Person must ensure that his
stockbroker is authorised to disclose to the Company all matters relevant to his share dealings.

4.3.10. All Connected Persons shall execute their order in respect of securities of the Company within
one week after the approval of pre-clearance is given. If the order is not executed within one
week after the approval is given, they shall pre clear the transaction again.

39
 4.4. REPORTING REQUIREMENTS

4.4.1. Any person who becomes a Connected Person shall disclose to the Compliance Officer in Part
I of Form C as annexed in the Appendix to these Rules, the number of shares or voting rights
held by him and his Dependents within 4 working days of his so becoming a Connected Person.

4.4.2. All Connected Persons shall be required to send to the Compliance officer in Part II of Form C
as annexed in the Appendix to these Rules, on or before the 5th day of April:
4.4.2.1. a statement of Dependents as on 31st March
4.4.2.2. details of dealings in securities of the Company, by himself and his Dependents,
during the financial year, and
4.4.2.3. details of securities held, by himself and his Dependents, as on 31st March
4.4.3. All Connected Persons shall ensure compliance with the provisions of these rules relating to
declarations required to be made by their Dependents.

5. PRESERVATION OF PRICE SENSITIVE INFORMATION

5.1. OBLIGATIONS OF CONNECTED PERSONS

5.1.1. All Connected Persons shall maintain the confidentiality of all Price Sensitive Information and
shall not pass on such information to any person directly or indirectly by way of making a
recommendation for dealing in Securities.

5.1.2. All Connected Persons shall disclose Price Sensitive Information only to those within the
Company who need the information to discharge their duty and whose possession of such
information will not give rise to a conflict of interest or appearance of misuse of the
information.

5.2. PRESERVATION OF PRICE SENSITIVE INFORMATION

5.2.1. All price sensitive information directly received by any employee shall immediately be
reported to the head of the department and the head of the department shall immediately
forward such information to the Compliance Officer in Form F.

5.2.2. Files containing confidential information shall be kept secure under lock and key. Computer
files must have adequate security of login and password etc. Each department shall nominate a
member of the department who shall be responsible to ensure compliance with this clause.

40
(For the purpose of this clause Confidential Information includes price sensitive information and such other
information concerning the Company which is not in public domain and if made public shall materially affect
the prices of securities of the company.)

6. CORPORATE DISCLOSURE POLICY

6.1. DISCLOSURE OF PRICE SENSITIVE INFORMATION

6.1.1. Any price sensitive information proposed to be shared with analysts, shareholders and media
shall be approved in advance by the Compliance Officer and Chief Executive Officer of the
concerned division.

6.1.2. Where the disclosure of information is approved by the Chief Executive Officer, a copy of the
approval shall be forwarded to the Compliance Officer.

6.1.3. If any information relating to the items listed above is disclosed accidentally or without prior
approval, the person responsible for the disclosure shall immediately inform the Compliance
officer or the Chief Executive officer of the concerned division, even if the information is not
considered price sensitive.

6.2. PROCEDURE FOR RESPONDING TO ANY QUERIES/REQUESTS FOR VERIFICATION OF MARKET

RUMOURS BY STOCK EXCHANGES

6.2.1. The Compliance Officer shall immediately consult the concerned Chief Executive Officer for
verification of any market rumours or queries forwarded by the Stock Exchanges.

6.2.2. The Compliance Officer or the Chief Executive Officer of the concerned division shall reply to
the queries or requests for verification of market rumours within 48 hours of receipt or such
further period as may be allowed by the Stock Exchange.

6.2.3. As and when necessary the Compliance Officer may in consultation with the Chairman &
Managing Director make a public announcement for verifying or denying rumours before making
the disclosure.

6.3. DEALING WITH ANALYSTS/INSTITUTIONAL INVESTORS

6.3.1. No person other than a Designated Employee of the Company shall interact with Analysts,
Institutional and other large Investors. At any meeting with Analysts, Institutional and other
large investors atleast two designated employees of the Company shall be present.

41
 6.3.2. Employees of the Company in the Partner Grade alone shall interact with the Media.
6.3.3. No price sensitive information shall be disclosed to analysts or Institutional and other large
investors unless prior confirmation from the Compliance officer is received that the said price
sensitive information has been made public. If unanticipated questions, which are price
sensitive, are raised during the meeting, such questions shall be taken note of and a considered
response will be given only after consulting the Compliance Officer.
6.3.4. The Designated Employee shall inform in advance to the Compliance Officer the required
details in the prescribed manner in Form E as annexed in the Appendix to these rules.
6.3.5. The Designated Employee shall forward the minutes of the meeting with the Analysts /
Institutional investors to the Compliance Officer in Form H as annexed in the Appendix to these
rules within 24 hours of the conclusion of the meeting.
6.3.6. The Compliance Officer shall make a press release or post relevant information on the
Company's website immediately after every analyst meet. Simultaneously, such information
shall also be sent to the Stock Exchanges promptly where any price sensitive information is
disclosed.
EXPLANATION: Analyst meet shall include any interaction with brokers, investment advisors, financial
institutions, Media, etc whether or not such meeting is formally organised.

7. PENALTY FOR CONTRAVENTION

7.1. Connected Persons who violate these Rules shall be subject to disciplinary action by the Company,
which may include salary freeze, suspension, ineligibility for future participation in employee stock
option plans, etc.
7.2. Connected persons shall also ensure compliance with the SEBI Insider Regulations and any action by
the Company shall not absolve the person from prosecution under the SEBI Insider Regulations.

8. COMPLIANCE
8.1. All Connected persons shall be required to comply with these Rules and the SEBI Insider Regulations
as applicable from time to time.

NOTE:

1. Relevant Forms can be downloaded from the Intranet and submitted either in physical form (hard
copies) or through the Intranet.
2. For any clarification, please contact the Secretarial Team.

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APPENDIX
FORM – A
[Pursuant to Rules 4.3.3 and 4.3.5]

PART I
FORMAT OF APPLICATION FOR PRE-CLEARANCE DURING FREE PERIOD

Date:

To: The Compliance Officer

Marico Limited (the "Company")

Dear Sir,

I hereby give notice pursuant to the Marico Employees (Dealing in Securities & Prevention of Insider Trading)
Rules, 2009 (The "Rules") that I wish to enter into the Dealing described below in relation to Securities of the
Company: -

1. Nature of Dealing (please tick box)

Acquisition of Securities
Disposal of Securities

2. Person Making the Dealing (please tick box)

Myself

Dependent named _____________________________

(specify relationship)

3. Details of Intended Dealing(s):

a) Date(s) of dealing(s): ____________

b) Number of Securities: __________________
c) Class of Securities: (please tick box) Equity Preference
d) Name of the Depository Participant (DP) ___________________
e) Folio Number _______________________

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4. Details of securities previously held:

Folio No. No. of Securities

UNDERTAKING ACCOMPANYING FORM – A

In relation to the above Dealing, I undertake that:

(a) The securities in respect of which the approval is sought, will be held/have been held by the above
named for a minimum period of six months.
(b) I am not and do not expect to be in possession of any unpublished price sensitive information relating
to the Securities at the time of the Dealing.
(c) In case, I receive any "Price Sensitive Information" after signing this Form but before the execution of
the deal, I shall inform the Compliance Officer of the change in the position and refrain from dealing
in the Securities till such information is made public.
(d) I have not contravened the Rules or the SEBI (Prohibition of Insider Trading), Regulations, 1992.
(e) I have made a full and true disclosure in the matter.
(f) If approval is granted, I shall execute the deal within 7 days of the receipt of approval failing which I
shall again seek pre-clearance.

Yours faithfully,

(___________________)

Name:
Employee No.:
Department:
Location:
44
APPENDIX
FORM – A
[Pursuant to Rules 4.3.3 and 4.3.5]
PART II
FORMAT OF INTIMATION OF ACTUAL DEALING AFTER OBTAINING PRE-CLEARANCE
[To be submitted within 7 days of dealing in securities of the Company]

Date:
To: The Compliance Officer
Marico Limited (the "Company")

Dear Sir,
I hereby give intimation pursuant to the Marico Employees (Dealing in Securities & Prevention of Insider
Trading) Rules, 2009 (The "Rules") that I have entered into the following dealing after obtaining pre-clearance
from the Compliance Officer:

1. Nature of Dealing (please tick box)

Acquisition of Securities
Disposal of Securities

2. Person Making the Dealing (please tick box)

Myself
Dependent named _____________________________
(specify relationship)

3. Details of Actual Dealing(s):

a) Date(s) of dealing(s): ____________
b) Number of Securities: __________________
c) Class of Securities: (please tick box) - Equity Preference
d) Name of the Depository Participant (DP) ___________________
e) Folio Number _______________________

Yours faithfully,
(___________________)
Name:
Employee No.:
Department:
Location:
45
FORM – B
[Pursuant to Rule 4.3.6]

FORMAT OF INTIMATION FOR DEALING BELOW THRESHOLD LIMIT

[To be submitted within 7 days of dealing in securities of the Company]

Date:

To: The Compliance Officer

Marico Limited (the "Company")

Dear Sir,

I hereby give notice pursuant to the Marico Employees (Dealing in Securities & Prevention of Insider Trading)
Rules, 2009 (The "Rules") that I have entered into the Dealing described below in relation to Securities of the
Company (not being more than 2000 in number): -

1. Nature of Dealing (please tick box)

Acquisition of Securities
Disposal of Securities

2. Person Making the Dealing (please tick box)

Myself

Dependent named_____________________________
(specify relationship)

4. Details of Actual Dealing(s):

a) Date(s) of dealing(s): ____________

b) Number of Securities: __________________
c) Class of Securities: (please tick box) - Equity Preference
d) Name of the Depository Participant (DP) ___________________
e) Folio Number _______________________
46
5. Details of securities previously held:

Folio No. No. of Securities

UNDERTAKING ACCOMPANYING FORM – B

In relation to the above Dealing, I undertake that

(a) The securities in respect of which the aforesaid dealing has been entered into, will be held/ have
been held by the above named for a minimum period of six months.
(b) I was not in possession of any unpublished price sensitive information relating to the Securities at the
time of the Dealing.
(c) I have not contravened the Rules or the SEBI (Prohibition of Insider Trading), Regulations, 1992.
(d) I have made a full and true disclosure in the matter.

Yours faithfully,

(___________________)

Name:

Employee No.:

Department:

Location:

47
FORM – C
[Pursuant to Rules 4.4.1 & 4.4.2]

PART I
STATEMENT OF HOLDINGS IN THE SECURITIES OF THE COMPANY
(to be submitted within 4 working days from becoming a connected person)

Date :
To : The Compliance Officer
Marico Limited (the "Company")

Dear Sir,

Pursuant to my becoming a Connected Person# of the Company, I hereby furnish details of holdings in the
Securities of the Company pursuant to Marico Employees (Dealing In Securities & Prevention Of Insider
Trading) Rules, 2009 (The "Rules"):

1. Name of the Connected Person __________________________

2. Nature of relationship with the company __________________________

3. Date of becoming Connected Person / date of appointment ___________________________

(whichever is applicable)

4. Number of Securities held as on date ___________________________

5. Class of Securities: (please tick box) - Equity Preference

48
6. Details of securities held by my Dependents* as on date:

Sn. Name of Dependent Relationship No. of Nature of

Securities Securities

Yours faithfully,

(___________________)

Name:

Employee No.:

Department:

Location:
# Directors, Partner Grade Employees and Employees in the Corporate Finance Department.
*Dependent means and includes spouse, dependant parents and minor children.

49
FORM – C
[Pursuant to Rules 4.4.1 & 4.4.2]

PART II
ANNUAL STATEMENT OF HOLDINGS AND DEALINGS IN THE SECURITIES OF THE COMPANY
(to be submitted on or before 5th April of the subsequent financial year)

I hereby furnish the following details pursuant to Marico Employees (Dealing in Securities & Prevention Of
Insider Trading) Rules, 2009 (The "Rules"):

1. Statement of Dependents and details of Securities held as on 31st March _______(previous FY ending)

Full names and Demat account numbers of Dependents (spouse, minor children and dependent parents)

Sl. Name Relationship Demat account No. No. of Nature of

No. Securities Securities
Self
Spouse
Child
Child
Parent
Parent

50
2. Details Of dealings in Securities of the Company during the Financial Year

Sl. No. Name Date of Dealing No. of Securities Nature of

Purchased Sold Securities

I declare that above details are true, correct and complete in all respects.

Yours faithfully,

(___________________)

Name:

Employee No.:

Department:

Location:

51
FORM – D
[Pursuant to Rule 4.3.4]

APPROVAL

Date:

From:
The Compliance Officer
Marico Limited (the "Company")
Mumbai

To: __________________________________(name)
__________________________________(designation)
__________________________________(department)
__________________________________(location)

Dear Sir/Madam,

We are in receipt of your application dated ___________ seeking approval to deal in the securities of the
Company. Having regard to the information supplied, consent is (see ticked box)

GIVEN

REFUSED

GIVEN ON THE FOLLOWING CONDITIONS

Yours faithfully,

52
(Compliance Officer)

FORM – E
[Pursuant to Rule 6.3.4]

Date & Time of Meet: ________________ Type: Analyst Media/PR

Venue: ____________________________________________________________________________
Purpose: ____________________________________________________________________________

Name/s of Analyst(s) / Media / PR: 1. ___________________________________

2. ___________________________________
3. ___________________________________

Persons to be present: 1. ___________________________________

(From the Company) 2. ___________________________________
3. ___________________________________

Nature of Information: Does the information pertain to any of the items specified in clause 2.10 of the rules:
(i.e. price sensitive information as listed overleaf)

Yes No

If Yes, Details:

If No, What is the information to be shared?

53
Approved by : ______________________
(Chief Executive Officer of the Concerned Division)

Countersigned by : __________________________
(Compliance Officer)

Yours faithfully,

(_______________________)

Name:

Employee No.:

Department:

Location:

PRICE SENSITIVE INFORMATION

Price Sensitive Information means any information, which relates directly or indirectly to a company and
which if published is likely to materially affect the prices of securities of the company. The following shall be
deemed to be price sensitive information: -

(a) periodical financial results of the company;

(b) intended declaration of dividends (both interim and final);
(c) issue of securities or buy-back of securities;
(d) any major expansion plans or execution of new projects;
(e) amalgamation, mergers or take-overs;
(f) disposal of the whole or substantially the whole of an undertaking;
(g) Any changes in policies, plans or operations of the Company;
(h) Any other information which, if disclosed, in the opinion of the person disclosing the same is likely to
materially affect the prices of the securities of the Company.

54
(i) FORM – F
[Pursuant to Rule 5.2.1]

Date:
To: ____________________________
(Head of the Department)

I wish to inform you pursuant to rule 5.2.1 of the Rules that I have received the following information from
___________________ on _________________________ at ______________________, which I consider to be
price sensitive.

SN CATEGORY INFORMATION RECEIVED

1 periodical financial results of the company
2 intended declaration of dividends
3 issue of securities or buy-back of securities
4 Any major expansion plans or execution of new
projects
5 amalgamation, mergers or take-overs
6 disposal of the whole or substantial part of the
undertaking
7 Any changes in policies, plans or operations of
the Company
8 Any information which, if disclosed, in your
opinion is likely to materially affect the prices of
the securities of the Company

Yours faithfully,

(_______________________)

Name:
Employee No.:
Department:
Location:

(NOTE: The concerned Department Head to send a copy of the Form to the Compliance Officer.)

55
FORM – G
[Pursuant to Rule 4.2.4]

Date:

To: The Compliance Officer

Marico Limited (the "Company")

Dear Sir,
I request you to grant me waiver of the minimum holding period of six months as required under the Marico
Employees (Dealing in Securities & Prevention of Insider Trading) Rules, 2002 with respect to _________
equity shares of the company held by me/my Dependent _____________ singly/jointly acquired by me/ my
Dependent on ___________(Date).

I desire to deal in the shares on account of ____________________________(give reasons).

I declare that the above details are true, correct and complete in all respect.

Thanking you,
Yours faithfully,

(__________________)

Name:
Employee No.:
Department:
Location:
(for office use only)

APPROVED

REJECTED

(Compliance Officer)
56
 FORM – H
[Pursuant to Rule 6.3.5]

REPORT ON MEETING WITH FUND MANAGERS / ANALYSTS / BROKERS

PERSON/s MET First Name Surname Organisation Name Org. Type

1
2
3

MEETING DATE: DURATION : VENUE OF MEETING MARICO'S REP. :

MEETING : ORGANISED BY:

Purpose Of Meeting:

Action Points :

Visitor's Input:

General Inputs:

Report prepared by: Date of

Report:
Annexure 4

Affirmation of acceptance and acknowledgement:

Each member shall affirm acceptance of this Code of Conduct through a declaration that shall read
as prescribed below:

For new Joiners:

I have received and read Marico’s Code of Conduct for Members. I understand the matters
contained in the Code and understand that there may be additional policies or laws specific to my
role. I agree to comply with the Code in spirit and letter.
Signed___________________
Name____________________
Date_____________________

Quarterly Affirmation
I have complied with this Code during the Quarter _______________
Signed______________________________
Name_______________________________
Date_________________________________