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Raymond Ltd.

BSE: 500330 Sector: Industrials
NSE: RAYMOND ISIN Code: INE301A01014
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VOLUME 63278
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Sell Price 321.70
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Raymond Ltd. (RAYMOND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Ninety Fifth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2020.

1. Corporate Overview

Raymond Limited incorporated in the year 1925 is one of the leading textile and apparelcompany and also a major producer of worsted suiting fabric in India. The Company'sstronghold is its local manufacturing capability undertaken at its facilities located atVapi Chhindwara and Jalgaon. The strong in-house skills for research & developmenthave always resulted in path-breaking new products raising the standards of the Indiantextile industry. The Company has its footprint not just in India but also caters toglobal demand originating from USA Europe Japan and EMEA. Raymond Group has its presencein real estate FMCG sector and engineering (files power tools and auto components)businesses through various group companies.

2. Financial Summary and Highlights

A summary of the Company's financial results for the Financial Year 2019-20 is asunder:

Particulars

Standalone

Consolidated

As at March 31 2020 As at March 31 2019 As at March 31 2020 As at March 31 2019
Revenue from operations 3186.39 3276.39 6482.37 6582.28
Operating Profit 33.26 118.61 (30.79) 273.05
Tax Expenses / credit (Including Deferred Tax) (24.42) 20.42 (42.83) 85.62
Minority Interest and Share in Profit of Associates & Joint Ventures - - 145.99 (14.78)
Profit after Tax 94.31 73.82 196.12 167.98

The Standalone Gross Revenue from operations for FY 2020 was ' 3186.39 crore (PreviousYear: ' 3276.39 crore). The Operating Profit stood at ' 33.26 crore as against ' 118.61crore in the Previous Year. The Net Profit for the year stood at ' 94.31 crore against '73.82 crore reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2020 was ' 6482.37 crore(Previous Year: ' 6582.28 crore) registering a negative growth of 1.51%. The ConsolidatedOperating Loss stood at ' 30.79 crore (Previous Year: ' 273.05 crore). The ConsolidatedProfit after tax stood at ' 196.12 crore (Previous Year: ' 167.98 crore) registering agrowth of 16.75%.

The Standalone Segment Revenue from operations for FY 2020 (a) Textile: Branded Fabricwas ' 2912.76 crore (Previous Year: ' 3149.73 crore) (b) Real Estate and Development ofproperty ' 176.16 crore (Previous Year: ' 19.19 crore) (c) Others: Apparels Non-scheduledAirline operations was ' 97.47 crore (Previous Year: ' 106.67 crore).

The Company continues to retain and reinforce its market leadership in branded suitingand shirting fabrics with a pan India distribution network comprising of exclusive storeswholesalers and dealers. Your Company aligned its business to encompass the

fashion megatrends and is creating platforms and ecosystems to strengthen its domesticand global positions.

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport other than the impact of COVID-19 on the domestic and international businessoperations of the Company detailed in this Report as well as Notes to the FinancialStatements of the Company.

3. Impact of Global Crisis: COVID-19

In March 2020 the World Health Organisation (WHO) declared COVID-19 a global pandemic.Consequent to this Government of India declared nation-wide lockdown on March 24 2020which has impacted normal business operations of the Company. The Company has assessed theimpact of this pandemic on its business operations and has considered all relevantinternal and external information available up to the date of approval of these financialresults to determine the impact on the Company's revenue from operations for foreseeablefuture and the recoverability and carrying value of certain assets such as property plantand equipment investments inventories trade receivables and MAT credit. The impact ofCOVID-19 pandemic on the overall economic environment being

uncertain may affect the underlying assumptions and estimates used to prepare Company'sfinancial results which may differ from that considered as at the date of approval of thefinancials results. As the situation is unprecedented while the lockdown is graduallylifting the Company is closely monitoring the situation as it evolves in the future. TheCompany has resumed its business activities by reopening majority of its retail stores andfactories in line with guideline issued by the Government authorities initiatingpre-monsoon preparedness activities at its real estate construction site taking steps tostrengthen liquidity position and initiating cost restructuring exercises. The Companydoes not anticipate any challenges in its ability to continue as going concern or meetingits financial obligations.

4. Dividend and Reserves

The Board at its meeting held on June 29 2020 has approved payment of dividend at thestipulated rate on 1854599 0.01% Compulsorily Convertible Preference Shares for theFinancial Year ended March 31 2020.

In order to conserve the resources of the Company by taking into account the prevailingeconomic situation and the need of resources for growth the Board of Directors of theCompany have decided not to recommend any dividend on the Equity Shares of the Company forthe Financial Year ended March 31 2020.

Your Company continues with its task to build businesses with long-term goals based onits intrinsic strengths in terms of its powerful brands quality manufacturing prowessdistribution strengths and customer relationships. To accelerate further value creationyour Company continues to evaluate new areas of growth. The initiatives aimed atrationalising and streamlining operations to bring about efficiencies and reducing costsremain top priority.

The Dividend Distribution Policy of the Company is annexed to this Report as Annexure'A' and is also available on the Company's website viz. www.raymond.in.

In the previous year the Company had transferred a sum of ' 75 crore to DebentureRedemption Reserve ('DRR'). During the year under review since the Company was notrequired to transfer any sums to DRR consequent to the amendment dated August 16 2019 tothe Companies (Share Capital and Debentures) Rules 2014 the Company has transferred ' 75crore from DRR to General Reserve.

5. Share Capital

Authorised share Capital

During the year under review your Company re-classified 10000000 Equity Shares of '10/- each into 10000000 Preference Shares of ' 10/- each. Consequently the AuthorizedEquity Share Capital decreased from ' 100 Crore to ' 90 Crore and Authorized PreferenceShare Capital increased to ' 10 Crore.

Paid-up Share Capital

The paid up Equity Share Capital as at March 31 2020 stood at ' 64.72 crore. Duringthe year under review the Company has not issued any shares with differential votingrights nor has granted any stock options or sweat equity or warrants. As on March 312020 none of the Directors of the Company held instruments convertible into Equity Sharesof the Company.

During the year under review your Company has made preferential allotment of 3338278Equity Shares at a price of ' 674 per Equity Share aggregating to approximately ' 225Crore and 1854599 0.01% Compulsorily Convertible Preference Shares each carrying a rightto convert one Equity Share per Preference Share at a price of ' 674 per Preference Shareaggregating to approximately ' 125 Crore to J. K. Investo Trade (India) Limited AssociateCompany and also a part of the Promoter Group.

The change in paid-up share capital during the year was as under:

Particulars No. of Securities Allotted Cumulative Paid-up Share Capital
Capital at the beginning of the year i.e. as on April 01 2019 - 61380854
Allotment of 3338278 Equity Shares of ' 10 each fully paid-up to J. K. Investo Trade (India) Limited on December 12 2019 3338278 64719132
Allotment of 1854599 0.01% Compulsorily Convertible Preference Shares of ' 10 each fully paid-up to J. K. Investo Trade (India) Limited on December 12 2019 1854599 66573731
Capital at the end of the year i.e. as on March 31 2020* - 66573731

* The Company has allotted 1854599 Equity Shares on April 03 2020 of face value ' 10each at a premium of ' 664 per

Equity Share credited as fully paid up in lieu of and against conversion of 18545990.01% Compulsorily Convertible Preference Shares of ' 674/- each held by J. K. InvestoTrade (India) Limited which were originally allotted on December 12 2019 forconsideration in cash. Since the allotment of equity is on account of conversion there isno resultant change in the total paid up share capital.

There were no instances where the Company failed to implement any corporate actionwithin the specified time limit.

6. Finance and Accounts

During the year under review your Company had redeemed 3500 Privately PlacedUnsecured Redeemable Listed Non-Convertible Debentures (NCD) of ' 1000000/- eachpertaining to Series I J and K aggregating to ' 350 crore.

Your Company issued 1450 Privately Placed Secured Redeemable Listed NCDs of '1000000/- each between the end of the financial year and the date of this Report thedetails of which are as under:

a) In May 2020 the Company had issued and allotted Series L - 9.50% 650 SecuredRedeemable NCD of ' 1000000/- each for cash at par aggregating to ' 65 crore on privateplacement basis. The NCD are listed on Wholesale Debt Market (WDM) segment of NationalStock Exchange of India Limited.

b) In June 2020 the Company had issued and allotted Series M - 8.80% 800 SecuredRedeemable NCD of ' 1000000/- each for cash at par aggregating to ' 80 crore on privateplacement basis. The NCD are listed on Wholesale Debt Market (WDM) segment of NationalStock Exchange of India Limited.

During the year under review the Rating agencies CARE maintained the "AA"rating and CRISIL maintained the "AA-" for the Company's long term borrowings.CRISIL and CARE maintained the A1+ rating for the Company's short term borrowings.

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2020 have been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "the Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. There are no material departures from the prescribed normsstipulated by the Accounting Standards in preparation of the Annual Accounts.

The Company had raised ' 350 crore by way of preferential allotment during theFinancial Year 201920. The proceeds of the said preferential allotment have been fullyutilized for repayment of existing long term debt of the Company.

Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesconsolidated and standalone financial results on a quarterly basis which are subjected tolimited review and publishes consolidated and standalone audited financial results on anannual basis.

7. Composite Scheme of Arrangement

During the year under review your Company has filed an application on March 12 2020involving Composite Scheme of Arrangement between Raymond Limited Raymond LifestyleLimited (RLL) Raymond Apparel Limited (RAL) and Scissors Engineering Products Limited(SEPL) ('the Scheme') with Hon'ble National Company Law Tribunal Mumbai Bench ('NCLT').

In order to simplify the overall group structure and create efficiencies the Schemeproposes merger of RAL and SEPL with the Transferee Company i.e. Raymond Limited. Post themerger the Scheme proposes a demerger of the Lifestyle business carried out by RaymondLimited and its subsidiaries into RLL.

The proposed restructuring would have the following benefits:

a) Segregation of the Lifestyle business from the Non-Lifestyle business to positionthe Lifestyle business likened to peers;

b) Independent existence of self-sustaining pure play businesses;

c) Create enhanced value for the shareholders of Raymond Limited;

d) Enable Raymond Limited and RLL to each have focused strategy and specialization forsustained growth and profitability as well as the ability to attract investors and havebetter access to capital;

e) Clear strategic roadmap towards improved performance outlook and increased investorconfidence;

f) Enable specialization and operational efficiencies for the individual businesses fortheir sustained growth; and

g) Simplification of overall group structure and creating efficiencies throughamalgamation.

Consideration for the Scheme:

Merger

Upon the Scheme becoming effective the entire issued subscribed and paid up sharecapital of RAL and SEPL held by Raymond Limited shall stand automatically cancelled andthere will not be any issue and allotment of equity shares in Raymond Limited.

Demerger

RLL shall issue and allot on a proportionate basis to each shareholder of RaymondLimited whose names appear in the Register of Members as on the Record Date in thefollowing ratio:

"1 fully paid up equity share of ' 10 each (Rupees Ten each) for every 1 equityshare of ' 10 (Rupees Ten each) each held in Raymond Limited."

The aforesaid application made by the Company is scheduled to be heard on July 06 2020by the NCLT.

8. Performance of Subsidiary Companies Domestic subsidiaries Raymond Apparel Limited

This Company brings to its customers stylish and innovative wardrobe solutions throughsome of India's most prestigious brands - Park Avenue Parx Raymond Ready to WearColorplus Khadi Ethnix & Next Look. The Gross Revenue of the Company for FY2020 stood at ' 1604.79 crore (Previous Year: ' 1622.16 crore). The Company incurred Lossof ' 84.02 crore (Previous Year Profit: ' 22.00 crore).

The performance was impacted due to subdued consumer sentiments and COVID-19 impact inMarch 2020. In addition the performance was also affected by a planned trade channelstock correction as part of long term steps to align primary sales to secondary channelsales. The need for action was identified during preceding quarters and support to channelpartners for liquidation of stock to clear the pipeline was initiated. However there wasa strong growth in EBOs and LFS with increased penetration and our stated strategy ofAsset-light expansion of stores through franchisee model was also continued.

Colorplus Realty Limited (formerly known as Color Plus Fashions Limited)

This company registered a Loss of ' 0.19 crore during the year under review (PreviousYear Loss: ' 0.15 crore).

Silver Spark Apparel Limited

This company has a reputed overseas clientele for formal suits jackets and trousersand the export order book led to a strong sales growth performance. The

Standalone Gross Revenue of the company for FY 2020 stood at ' 566.40 crore (PreviousYear: ' 512.50 crore). The company has earned a profit after tax of ' 17.55 crore(Previous Year: ' 20.85 crore).

The Consolidated Gross Revenue of the company for FY 2020 stood at ' 660.28 crore(Previous Year: ' 561.37 crore). The company has incurred a Loss after tax of ' 13.39crore (Previous Year: Loss of ' 9.31 crore) on consolidated basis.

Pursuant to the Scheme of Arrangement between Silver Spark Apparel Limited (SSAL) andDress Master Apparel Private Limited (DMAPL) ('Scheme') the garmenting business of DMAPLwas demerged into SSAL. The Scheme was approved by the Hon'ble NCLT Mumbai Bench ('NCLT')on February 27 2020. However due to the COVID-19 outbreak and subsequent nationwidelockdown the Certified True Copy of the Order approving the Scheme was not made availableby NCLT. The Scheme contemplates the Effective Date as the date on which the CertifiedTrue Copy of the Order is filed with the Registrar of Companies. Pending receipt of theCertified True Copy of the Order and consequent filing with the Registrar of Companiesthe Company has not given effect of the Scheme in the financial results for the year endedMarch 31 2020.

During the year under review the company executed a Business Transfer Agreement forthe purchase acquisition and acceptance as the case may be from Celebrations ApparelLimited ("the Seller Company") free from any encumbrance all rights title andinterest of the Seller Company in and in relation to its Garmenting Business together withall movable properties assets and all the assumed liabilities forming part of the saidGarmenting Business as on the Transfer Date as a going concern.

Dress Master Apparel Private Limited

During the year under review the garmenting business of this subsidiary has beendemerged into Silver Spark Apparel Limited.

Consequently the figures are not comparable with the previous year. The Gross Revenueof the company for FY 2020 stood at ' 39.10 crore.

Celebrations Apparel Limited

During the year under review the Company sold and transferred Garmenting Business as agoing concern together with its assets and liabilities to Silver Spark Apparel Limitedfor a lump sum consideration. Consequently the figures are not comparable with theprevious year.

The Gross Revenue of the company for FY 2020 stood at ' 72.37 crore (Previous Year: '95.64 crore). The company incurred a Loss after tax of ' 2.35 crore (Previous Year: Profitof ' 2.70 crore).

Everblue Apparel Limited

This company has a world-class denim-wear facility offering seamless denim garmentingsolutions. The Gross Revenue of the company for FY 2020 stood at ' 98.46 crore (PreviousYear: ' 92.69 crore). The company earned a Profit after tax of ' 0.15 crore (PreviousYear: ' 0.63 crore).

Raymond Woollen Outerwear Limited

During the year under review the company earned a Profit after tax of ' 0.13 crore(Previous Year Loss: ' 0.07 crore).

JK Files (India) Limited

This company manufactures steel files & cutting tools and markets hand tools &power tools. It is the leading manufacturer of steel files in the world with a sizeabledomestic market share.

The company reported a Gross Revenue of ' 379.07 crore for the FY 2020 (Previous Year:' 404.39 crore). The Company registered a profit before exceptional item of ' 18.56 crore(Previous year: ' 22.86 crore). The Company registered a Profit after Tax of ' 12.32 crore(Previous Year: ' 15.13 crore).

JK Talabot Limited

This company manufactures files and rasps. During FY 2020 the Gross Sales Revenue ofthis company stood at ' 23.26 crore (Previous Year: ' 25.06 crore). The Company reported aProfit after tax of ' 2.30 crore during FY 2020 (Previous Year: Profit ' 2.11 crore).

Scissors Engineering Products Limited

This company registered a Loss of ' 0.02 crore during the year under review (PreviousYear: Loss of ' 0.02 crore).

Ring Plus Aqua Limited

This company manufactures high quality Ring Gears Flexplates and Water-pump bearings.The Gross Revenue of the Company for the FY 2020 stood at ' 210.74 crore (Previous Year: '262.04 crore). During the year under review your company made Profit before tax of '25.37 crore (Previous Year: Profit ' 50.43 crore).

Pashmina Holdings Limited

The company made a Profit of ' 0.46 crore in FY 2020 (Previous Year: Profit ' 0.08crore).

Raymond Luxury Cottons Limited

This company manufactures high value fine cotton and linen shirting for both domesticand international customers. The net turnover of the company was at ' 621.82 crore(Previous Year: ' 648.13 crore). Profit after tax was ' 14.12 crore (Previous Year Profit:' 14.61 crore).

Raymond Lifestyle Limited

This subsidiary was incorporated on November 14 2019 to house the demerged Lifestylebusiness undertaking and has not yet commenced any operations.

Overseas subsidiaries Jaykayorg AG

This company recorded a Profit of CHF 25644 (equivalent to ' 0.20 crore) for the yearended December 31 2019 [Previous Year: Profit of CHF 16372 (equivalent to ' 0.12crore)].

Raymond (Europe) Limited

The company recorded a Profit of GBP 25851 (equivalent to ' 0.24 crore) for the yearended December 31 2019 [Previous Year: Profit GBP 57695 (equivalent to ' 0.53 crore)].

R & A Logistics INC USA

The company recorded a Loss of USD 560900 (equivalent to ' 3.96 crore) [Previous Year:Loss of USD 1173687.24 (equivalent to ' 8.45 crore)] for the year ended March 31 2020.

Silver Spark Middle East (FZE)

This company is the wholly owned subsidiary of Silver Spark Apparel Limitedincorporated in Sharjah Airport Free Zone (SAIFZONE) Sharjah UAE. This company isengaged in investment trading of Apparel and related products for Asia and US customers.The Gross Revenue of the company for FY 2020 stood at ' 104.18 crore (Previous Year: '51.54 crore). The company incurred a Loss of ' 1.29 crore (Previous Year: Profit of ' 4.64crore).

Silver Spark Apparel Ethiopia PLC

This company is step down subsidiary of Silver Spark Apparel Limited in Ethiopia. Thiscompany is a wholly owned subsidiary of Silver Spark Middle East (FZE). The company isengaged in the manufacturing of formal suits jackets trousers and vest coats. The GrossRevenue of the company for FY 2020 stood at ' 35.79 crore (Previous Year: ' 16.29 crore).The company registered a Loss of ' 20.01 crore (Previous Year: Loss of ' 27.90 crore).

Raymond Lifestyle International DMCC

This company was the wholly-owned subsidiary of Raymond Limited incorporated in theDubai Multi

Commodities Centre (DMCC) Dubai. This company was wound up in the year under review.

The Gross Revenue till December 11 2019 being the date of winding up stood at NIL(Previous Year: ' 2.39 crore). The company booked Profit of ' 1.40 crore (Previous Year:Profit of ' 1.72 crore).

Raymond Lifestyle (Bangladesh) Private Limited

The company was incorporated on January 31 2020 to tap the potential businessopportunities available in Bangladesh. This company is yet to commence operations.

9. Performance of Joint Venture Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabricsand garments for both the domestic and international markets. In FY 2020 revenue fromIndian operations was ' 917.30 crore (Previous Year: ' 876.26 crore).

On a Standalone basis the company registered a Loss after tax of ' 33.80 crore(Previous Year Loss: ' 33.89 crore). On Consolidated basis the company registered a Lossafter tax of ' 34.73 crore (Previous Year Loss: ' 48.16 crore).

10. Quality and Accolades

Your Company continues to win awards year-after-year reiterating its credible marketposition. Some awards during the Financial Year 2019-20 are as given below:

• Ethnix wins award for most admired fashion design concept & excellence

• Raymond Represents India wins 2nd prize in World Tailoring event

• National Awards for Marketing Excellence at BTVI: Sustainouva won in 'BestProduct Launch of Eco Friendly Fabric'

• Raymond awarded "Best Product Manufacturer and Distributor" at theProfessional Clothing Association Industry Worldwide Summit London

• Chhindwara Plant: Excellence in Quality

Management & Leadership at Global Awards 2019

• Vapi Plant: Global Recycle Standard (GRS) certification

• Raymond is Winner of "Business Transformation through Technology" inZEE Dare to Dream Awards

• JK Files - Leading Emerging Indian Company of the Year Award

• JK Files - 'India Engineering the Future' by Engineering Export PromotionCouncil of India (EEPC)

• RPAL - Best Quality Performance Supplier Partner Dialogue by BMW India

• Grow Care India Safety Gold Award 2019 to Amravati Chhindwara and Vapi Plantsand Platinum award to Jalgaon Plant

• Multiple awards won for Annual Report 2019 in various categories fromprestigious institutions - ARC Mercomm Inc. US LACP International and IR Magazine

11. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms anintegral part of this Report.

12. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as 'Listing Regulations') is provided in a separate sectionand forms an integral part of this Report.

13. Corporate Governance

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.

14. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure 'B' which forms an integral part ofthis Report and is also available on the Company's website viz. www.raymond.in .

15. Directors

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Gautam Hari Singhania Director retires by rotation

at the forthcoming Annual General Meeting ("AGM") and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the forthcoming AGM on the terms and conditions mentionedin the Notice convening the AGM. A brief profile of Mr. Gautam Hari Singhania has alsobeen provided therein.

During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mrs. Mukeeta Jhaveri as an IndependentWoman Director and Mr. Dinesh Lal as an Independent Director on the Board of Directors ofthe Company in accordance with Section 149(4) of the Act with effect from August 01 2019to hold office for a term of 5 (five) consecutive years.

The Board of Directors on recommendation of the Nomination and Remuneration Committeere-appointed Mr. I. D. Agarwal and Mr. Pradeep Guha as Independent Directors with effectfrom January 01 2020 to hold office for a second term of 2 (two) consecutive years.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Ashish Kapadia as an Independent Director of the Company witheffect from November 26 2019 to hold office for a term of 5 (five) consecutive years.

Mr. Akshaykumar Chudasama resigned as an Independent Director of the Company effectivefrom November 01 2019 due to personal reasons and work constraints. Further Mr. Boman R.Irani ceased to be an Independent Director of the Company effective from January 01 2020.The Board places on record its sincere and deep appreciation for the services rendered byMr. Akshaykumar Chudasama and Mr. Boman R. Irani during their tenure as IndependentDirector and Member of various committees of the Board of Directors of the Company.

All Independent Directors of the Company have given declarations that they meet theconditions of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board the IndependentDirectors fulfil the said conditions of independence. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics. In terms of requirements of the Listing Regulations the Board has identified coreskills expertise and competencies of the Directors in the

context of the Company's businesses for effective functioning which are detailed inthe Corporate Governance Report.

The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) datedOctober 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs ('IICA'). All Independent Directors of your Companyare registered with IICA.

In the opinion of the Board the independent directors possess the requisite integrityexperience expertise proficiency and qualifications.

16. Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year2019-20 forms part of the Corporate Governance Report.

17. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1. Mr. Gautam Hari Singhania: Chairman and Managing Director

2. Mr. Sanjay Bahl: Chief Financial Officer

3. Mr. Thomas Fernandes: Company Secretary

18. Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Committee of Directors (Stakeholders Relationship Committee)

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees of the Board along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.

19. Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Directors was completed during the year under review.The Independent Directors of the Company have held one meeting during the year on March16 2020 without the presence of Non-Independent Directors and members of the managementto review the performance of NonIndependent Directors and the Board of Directors as awhole; review the performance of the Chairman and Managing Director of the Company and toassess the quality quantity and timeliness of flow of information between the managementand the Board of Directors.

The Board Evaluation process was reviewed by one of the most prominent legal advisorsand the recommended changes were introduced in the evaluation process to the extent ofthem being feasible. The Board of Directors expressed their satisfaction with theevaluation process.

20. Particulars of Loans Guarantees or Investments by the Company

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming part of the AnnualReport.

21. Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and toprovide adequate safeguards against victimization of persons who may use such mechanism.The Whistle Blower Policy has been posted on the website of the Company at www.raymond.in/cr/policies/wbp/wbpolicy.html.

22. Nomination Remuneration and Board Diversity Policy

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Nonexecutive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company at www.raymond.in/cr/policies /rnp/index.html.

23. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm'slength basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. All related partytransactions are mentioned in the notes to the accounts. The Company has developed aframework through Standard Operating Procedures for the purpose of identification andmonitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature. Transactions entered into pursuant to omnibus approval are verified by the RiskAssurance Department and a statement giving details of all Related Party Transactions areplaced before the Audit Committee and the Board for review and approval on a quarterlybasis.

The Company has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be seen at the link www.raymond.in/cr/policies/rptp/rptpolicy.html. None of the Directors has any pecuniary relationship or transactions vis-a-vis theCompany except remuneration and sitting fees.

24. Material Subsidiary

Raymond Apparel Limited and Raymond Luxury Cottons Limited are material subsidiaries ofthe Company as per the thresholds laid down under the Listing Regulations. The Board ofDirectors of the Company has approved a Policy for determining material subsidiaries whichis in line with the Listing Regulations as amended from time to time. The Policy wasrevised effective from April 01 2019 in line with the amendments made to the ListingRegulations. The Policy has been uploaded on the Company's website atwww.raymond.in/cr/policies/msp/ms policy.html.

25. Significant and Material Orders Passed by the Regulators or Courts

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

26. Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:

a) that in the preparation of the Annual Accounts for the year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

27. Auditors

a) Statutory Auditor

Messrs Walker Chandiok & Co. LLP Chartered Accountants (ICAI FRN 001076N/N500013)were appointed as Statutory Auditors of the Company for a period of five consecutive yearsat the Annual General Meeting (AGM) of the Members held on June 05 2017 on a remunerationmutually agreed upon by the Board of Directors and the Statutory Auditors. Theirappointment was subject to ratification by the Members at every subsequent AGM held afterthe AGM held on June 05 2017. Pursuant to the amendments made to Section 139 of the Actby the Companies (Amendment) Act 2017 effective from May 07 2018 the requirement ofseeking ratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members for

continuance of their appointment at this AGM is not being sought.

There is no audit qualification reservation or adverse remark for the year underreview.

b) Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are prepared and records have beenmaintained relating to Textile Division every year. The Cost Audit Report for the yearended March 31 2019 was filed with the Central Government within the prescribed time.

The Board of Directors on the recommendation of Audit Committee has re-appointedMessrs R. Nanabhoy & Co. Cost Accountants (Firm Registration Number: 000010) as CostAuditor to audit the cost accounts of the Company for the Financial Year 2020-21. Asrequired under the Act a resolution seeking member's approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meetingfor their ratification.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed Messrs Robert Pavrey & Associates a firm of Company Secretariesin Practice (C. P. No. 1848) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed as Annexure 'C' and forms an integral part of thisReport. There is no secretarial audit qualification for the year under review.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019 the Annual Secretarial Compliance Report ofthe Company and the Secretarial Audit Report of Material Subsidiaries of the Company whichforms part of this Report and are uploaded on the website of the Company i.e. www.raymond.in .

28. Internal Financial Control Systems their Adequacy and Risk Management

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to Messrs Mahajan &Aibara Chartered Accountants LLP a firm of Chartered Accountants.

Business risks and mitigation plans are reviewed and the internal audit processesinclude evaluation of all critical and high risk areas. Critical functions are rigorouslyreviewed and the reports are shared with the Management for timely corrective actions ifany. The main focus of internal audit is to review business risks test and reviewcontrols assess business processes besides benchmarking controls with best practices inthe industry.

The Audit Committee and Risk Management Committee of the Board of Directors StatutoryAuditors and Business Heads are periodically apprised of the internal audit findings andcorrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and evaluates the recommendations of theRisk Management Committee of the Board. The Audit Committee suggests improvements andutilizes the reports generated from a Management Information System integral to thecontrol mechanism.

29. Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

30. Corporate Social Responsibility (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the areas of environment sustainabilitypreventive health care and women empowerment. These projects are in accordance withSchedule VII of the Act and the Company's CSR policy. The focus areas of the Company forutilizing the earmarked CSR Funds are as under:

• Eradicating hunger poverty and malnutrition;

• Promotion of healthcare including preventive healthcare;

• Promotion of education and employmentenhancing vocational skills;

• Ensuring environmental sustainability and animal welfare including measures forreducing inequalities faced by socially & economically backward groups; and

• Other areas approved by the CSR Committee within the ambit of CSR Rules asamended from time-to-time.

The Company also performed its social duties by contributing towards the COVID-19prevention initiatives. Additionally Silver Spark Apparel Limited directed its productioncapabilities towards the manufacture of protective masks while Raymond Consumer CarePrivate Limited launched its sanitizer range in the market to mitigate the shortage ofthis essential item.

The Company also made a contribution towards the set-up of a 1000-bed COVID-19 hospitalset up at Thane Maharashtra through its CSR outlay which was inaugurated by Hon'ble ChiefMinister of the State of Maharashtra. This hospital is expected to assist the Governmentin combating this deadly and cureless disease.

The Report on CSR activities as required under the Companies (CSR Policy) Rules 2014is annexed as Annexure 'D' and forms an integral part of this Report. The Policy has beenuploaded on Company's website at www.raymond.in/sites/default/files/CSR%20Policy.pdf

31. Environment Health and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

32. Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeswhether permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act. During the year under review no complaints were reported to the Board.

33. Human Resources and Industrial Relations

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.

Your Company believes in the potential of people to go beyond and be the game-changingforce for business transformation and success. This potential is harnessed by fostering anopen and inclusive work culture that enables breakthrough performance and comprehensivedevelopment of employees through the three pillars of Leading Self Leading Teams andLeading Business.

With the overarching theme - Building an Exponential Organisation your Company hasfocused on building a future-ready talent ecosystem through various initiatives startingwith the Raymond Leadership Competency framework as well as partnering with SingularityUniversity for thought leadership among top leaders and striving to build a culture on astrong foundation of Emotional Intelligence.

The Raymond Leadership Academy focusses on identification and holistic development ofleaders across the Group. The Emerging Leaders Program launched as part of the RLA isdesigned to invest in emerging business and functional leaders in association withglobally reputed knowledge partners.

34. Statutory Information and other Disclosures

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed as Annexure 'E' and forms an integral partof this Report.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure 'F' and forms an integral part of this Report. A statement comprising thenames of top 10 employees in terms of remuneration drawn and every persons employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure 'G' and forms an integral part of this annual report. The said Annexure is notbeing sent alongwith this annual report to the members of the Company in line with theprovisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself/herself or along with his/ her spouse anddependent children) more than two percent of the Equity Shares of the Company.

The Company has not accepted any deposits within the meaning of Section 73 of the Actread with the Companies (Acceptance of Deposits) Rules 2014.

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

35. Business Responsibility Report

The Business Responsibility Report as required by Regulation 34(2) of the ListingRegulations is annexed as Annexure 'H' and forms an integral part of this Report.

36. Cautionary Statement

Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be 'forward-looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.

37. Appreciation

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For and on behalf of the Board of Directors of

Raymond Limited

Gautam Hari Singhania

Chairman and Managing Director DIN:00020088

Mumbai June 29 2020

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