Your Directors are pleased to present the Ninety-Fourth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2019.
1. CORPORATE OVERVIEW
The Company was incorporated in 1925 and has therafter transformed from being an Indiantextile player to a large diversified group with leadership position in Textiles andApparel sectors. and enjoys a formidable position across industries such as FMCGEngineering and Prophylactics in national and global markets. The Group has its corporateheadquarters at Mumbai.
2. FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of the Company's financial results for the Financial Year 2018-19 is asunder:
| ||Standalone ||Consolidated |
|Particulars ||Rs. in Crore ||Rs. in Crore |
| ||March 31 2019 ||March 31 2018 ||March 31 2019 ||March 31 2018 |
|Revenue from operations ||3276.39 ||3011.56 ||6582.28 ||5906.41 |
|Operating Profit ||118.61 ||91.45 ||273.05 ||192.26 |
|Tax Expenses (Including Deferred Tax) ||20.42 ||43.40 ||85.62 ||66.63 |
|Minority Interest and Share in Profit of Associates & Joint Ventures ||- ||- ||(14.78) ||(11.95) |
|Profit after Tax ||73.82 ||98.07 ||167.98 ||134.63 |
The Standalone Gross Revenue from operations for FY 2019 was Rs. 3276.39 crore(Previous Year: Rs. 3011.56). The Operating Profit stood at Rs. 118.61 crore as againstRs. 91.45 crore in the Previous Year. The Net Profit for the year stood at Rs. 73.82 croreagainst Rs. 98.07 crore reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2019 was Rs. 6582.28 crore(Previous Year: Rs. 5906.41 crore) registering a growth of 11.44%. The ConsolidatedOperating Profit stood at Rs. 273.05 crore (Previous Year: Rs. 192.26 crore). TheConsolidated Profit after tax stood at Rs. 167.98 crore (Previous Year: Rs. 134.63 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 fashionmegatrends and is creating platforms and eco-systems to strengthen it's domestic andglobal positions.
The Company has ventured into real estate development business and has started newdivision Raymond Realty to drive its growth plans in this verticle. Your Directors haveapproved development for part of the land admeasuring around 20 acres at Thane forresidential purpose. The Company has already received all the requisite permissions forthe project.
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.
3. DIVIDEND AND RESERVES
Your Directors recommend a dividend of 30% i.e. Rs. 3.00 per Equity Share of face valueof Rs. 10.00 each aggregating to Rs. 18.41 crore (Previous Year: Rs. 18.41 crore). Duringthe year under review your Company transferred a sum of Rs. 46.25 crore to the DebentureRedemption Reserve (Previous Year: Rs. 35.50 crore) and Rs. 43.75 crore was transferred toGeneral Reserve from Debenture Redemption Reserve.
The Dividend Distribution Policy of the Company is annexed to this Report as AnnexureA' and is also available on the Company's Website viz. www.raymond.in.
4. SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2019 stood at Rs. 61.38 crore. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
5. FINANCE AND ACCOUNTS
During the year under review your Company had redeemed 1750 Unsecured RedeemableListed Non-Convertible Debentures (NCD) for Series G and H of Rs. 1000000/- eachaggregating to Rs. 175 crore on attaining maturity.
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 2019 has 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. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2019. The Notes to the FinancialStatements adequately cover the standalone and consolidated Audited Statements and form anintegral part of this Report.
6. PERFORMANCE OF SUbSIDIARY COMPANIES
Raymond Apparel Limited
Raymond Apparel Limited brings to its customers stylish and innovative wardrobesolutions through some of India's most prestigious brands Raymond Premium ApparelPark Avenue Parx and ColorPlus. The Gross Revenue of the Company for FY 2019 stood at Rs.1622.16 crore (Previous Year: Rs. 1399.52 crore). Profit after tax for the year stood atRs. 22.00 crore (Previous Year Profit: Rs. 13.74 crore).
The company continues its performance momentum and has recorded its 21st consecutivequarter of double digit revenue growth. There is also a disproportionate jump inprofitability with PAT margins rising by 60% over previous year. This strong performanceis a result of the company's persistent focus on fundamentals i.e. product retail andbrand. The company will sustain this focus and continue to invest towards building strongbrands innovative products & services and enhancing the consumer experience acrossall touch points.
Colorplus Realty Limited (erstwhile Color Plus Fashions Limited)
This company registered a loss of Rs. 0.15 crore during the year under review.
Silver Spark Apparel Limited
This company has a reputed overseas clientele for formal suits jackets and trousersand the strong export order book led to a strong sales growth performance. The GrossRevenue of the company for FY 2019 stood at Rs. 512.50 crore (Previous Year: Rs. 479.59crore). The company had earned a profit after tax of Rs. 20.85 crore (Previous Year: Rs.17.47 crore).
Dress Master Apparel Private Limited
This company is engaged in garment manufacturing. The Gross Revenue of the company forFY 2019 stood at Rs. 39.88 crore (Previous Year: Rs. 35.29 crore). The company registereda Loss of Rs. 3.81 crore (Previous Year: Loss of Rs. 4.12 crore) during the year underreview.
Celebrations Apparel Limited
This company has a state-of-the art manufacturing facility for formal shirts. The GrossRevenue of the company for FY 2019 stood at Rs. 95.64 crore (Previous Year: Rs. 83.66crore). The company earned a Profit after tax of Rs. 2.70 crore (Previous Year: Profit ofRs. 0.11 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 2019 stood at Rs. 92.69 crore (PreviousYear: Rs. 69.82 crore). The company earned a Profit after tax of Rs. 0.63 crore (PreviousYear: Rs. 0.41 crore).
Raymond Woollen Outerwear Limited
During the year under review the company earned a Profit after tax of Rs. 0.07 crore(Previous Year Loss: Rs. 0.02 crore).
JK Files (India) Limited
This company manufactures steel files and cutting tool and markets hand tools and powertools. It is the leading manufacturer of steel files in the world with a domestic marketshare of ~65%.
The company reported a Gross Revenue of Rs. 404.39 crore for the FY 2019 (PreviousYear: Rs. 367.20 crore). The Company registered a profit before exceptional item and taxof Rs. 22.86 crore (Previous Year: Profit of Rs. 12.87 crore). However after exceptionalitem and tax the company earned a profit of Rs. 15.13 crore (Previous Year Loss: Rs.18.29 crore).
JK Talabot Limited
This company manufactures files and rasps at its plant at Chiplun in RatnagiriDistrict in the State of Maharashtra. During FY 2019 the Gross Revenue of the companystood at Rs. 25.06 crore (Previous Year: Rs. 20.94 crore). The company reported a Profitafter tax of Rs. 2.11 crore during FY 2019 (Previous Year: Rs. 1.94 crore).
Scissors Engineering Products Limited
This company registered a Loss of Rs. 0.02 crore during the year under review (PreviousYear: Loss of Rs. 0.03 crore).
Ring Plus Aqua Limited
This company manufactures high quality Ring Gears Flexplates and Water-pump bearing.It is present in all segments of industries like Automotive Industrial & PowergenAgricultural and Marine Application. It has a strong relationship with domestic andinternational OEMs.
The Gross Revenue of the company for the FY 2019 stood at Rs. 258.30 crore (PreviousYear: Rs. 208.37 crore). During the year under review the company earned profit after taxof Rs. 36.17 crore (Previous Year: Profit Rs. 26.39 crore).
Pashmina Holdings Limited
The company made a profit of Rs. 0.08 crore in FY 2019 (Previous Year: Profit Rs. 0.76crore).
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 Rs. 648.13 crore(Previous Year: Rs. 575.29 crore). Profit after tax was Rs. 14.61 crore (Previous Year:Profit Rs. 15.61 crore).
The company inaugurated its all new state-of-the-art linen production facility inAmravati Maharashtra. The area covered by the manufacturing facility is 33 acres.Activities of linen spinning and linen fabric production are undertaken at this facility.This Facility has manufacturing capacity of 4.8 million meters of linen and blendedfabrics per annum.
This company recorded a Profit of CHF 16372 (equivalent to Rs. 0.12 crore) for theyear ended December 31 2018 [Previous Year: Profit of CHF 25519 (equivalent to Rs. 0.17crore)].
Raymond (Europe) Limited
The company recorded a profit of GBP 57695 (equivalent to Rs. 0.53 crore) for the yearended December 31 2018 [Previous Year: Profit GBP 64008 (equivalent to Rs. 0.55 crore)].
R & A Logistics INC USA
This company is the subsidiary of Silver Spark Apparel Limited w.e.f August 31 2018(earlier it was subsidiary of Ring Plus Aqua Limited set up in USA to provide betterservice to US based customers and made a Loss of US$ 1173687.24 (equivalent to Rs. 8.22crore) [Previous Year: Loss of US$ 22279 (equivalent to Rs. 0.14 crore)] for the yearended March 31 2019.
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 2019 stood at Rs. 41.99 crore (Previous Year: Rs.15.15 crore). The company earned a profit of Rs. 4.45 crore (Previous Year: Profit of Rs.1.56 crore).
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 2019 stood at Rs. 16.28 crore (Previous Year: Rs. 4.78crore). The company registered a loss of Rs. 27.33 crore (Previous Year: Loss of Rs. 12.20crore).
Raymond Lifestyle International DMCC
This company is the wholly owned subsidiary of Raymond Limited and incorporated in theDubai Multi Commodities Centre (DMCC) Dubai. This company is engaged in Trading ofTextile Apparel and related products for the Middle East SAARC GCC & Africanmarkets. The Gross Revenue of the company for FY 2019 stood at Rs. 2.39 crore (PreviousYear: Rs. 4.57 crore). The company incurred loss of Rs. 1.72 crore (Previous Year: Profitof Rs. 0.88 crore).
7. 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 2019 revenue fromIndian operations was Rs. 876.26 crore (Previous Year: Rs. 937.35 crore).
The company registered a Loss before interest on preference capital tax andexceptional items of Rs. 19.83 crore (Previous Year loss: Rs. 20.07 crore).
8. QUALITY AND ACCOLADES
Your Company continues to win awards year-after-year reiterating its credible marketposition. Some awards during the Financial Year 2018-19 are as given below:
1. Raymond Limited's Annual report was awarded as Top 80 Annual reports in Asia Pacificat LACP International awards and has also won other six awards.
2. Raymond Limited was awarded - Marketing Campaign of the Year at Indian Retail Awards2018.
3. Raymond Limited was awarded - Most Admired Brand- Marketing & Promotion at IndiaFashion Forum.
4. Raymond Khadi won Best Window Display Products & Collection' at GlobalAwards for Retail Excellence.
5. The Chhindwara Textile unit won National Energy Management Award by Society ofEnergy Engineers & Managers (SEEM).
6. The Vapi Textile unit won Gold Award for Environment Management awarded by GreenTechFoundation.
7. The Vapi Textile unit won "Grow Care India Environment Awards 2018" Gold category.
8. The Jalgaon Textile unit won Greentech Safety Gold Award.
9. Silver Spark Apparel Limited won the award of Best Manufacturer Exporter awarded byFederation of Karnataka Chambers of Commerce & Industry.
10. Raymond Apparel Limited won the Best Marketing Campaign of the year' awardfor its "ParxHunt" initiative by Times Network as National award.
11. Raymond UCO Denim Private Limited bagged following award:
CII- Excellent Energy Management Award -1st Prize in 2018 conferred byConfederation of Indian Industry.
FICCI Certification of Quality System Excellence in 2018 given by Federation ofIndian Chambers of Commerce and Industry (FICCI).
CII-Most Innovative Environmental Project in 2018 Confederation of IndianIndustry.
12. Raymond Khadi won 3 awards in categories: Retail Jewelry Fashion & Lifestyleat e4m Prime Time Awards.
9. 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 and 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 which forms anintegral part of this Report.
10. 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 aseparate section and forms an integral part of this Report.
11. 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.
12. 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 anintegral part of this Report and is also available on the Company's website viz.www.raymond.in.
In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mrs Nawaz Gautam Singhania Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for the consideration of the Members of theCompany at the forthcoming Annual General Meeting. Brief profile of Mrs Nawaz GautamSinghania has been given in the Notice convening the Annual General Meeting.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mr. Shiv Surinder Kumar as an IndependentDirector on the Board of Directors of the Company in accordance with Section 149(4) of theAct with effect from February 15 2019 to hold office for a term of 5 (five) consecutiveyears.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Surya Kant Gupta as an Additional Director with effect from March29 2019. In terms of Section 161 of the Act Mr. Surya Kant Gupta holds office up to thedate of ensuing Annual General Meeting. The Company has received requisite notice inwriting from a member proposing Mr. Surya Kant Gupta's name for the office of Director.Accordingly the Board recommends the resolution in relation to appointment of Mr. SuryaKant Gupta as a Non-executive Director for the approval by the members of the Company.Brief profile of Mr. Surya Kant Gupta has been given in the Notice convening the AnnualGeneral Meeting.
Pursuant to Regulation 17(1) of the SEBI [Listing Obligations and DisclosureRequirements (Amendment)] Regulations 2018 on recommendation of Nomination andRemuneration Committee the Board of Directors vide its circular resolution passed onMarch 29 2019 have appointed Mrs. Mukeeta Jhaveri as Independent Woman Director and Mr.Dinesh Lal as Independent Director subject to security clearance from Director Generalof Civil Aviation as contained in the Air Transport Circular no.03 of 2009 since theCompany is in the business of Non-Scheduled Air Transport Services.
Mr. I.D. Agarwal who has attained the age of 75 (Seventy five) years continues to beIndependent Director of the Company with effect from April 1 2019 till the completion ofhis present term (i.e. upto December 31 2019).
The Directors expressed their sorrow for the untimely death of Mr. Nabankur GuptaNon-Executive Independent Director of the Company on December 7 2018. The Directors placeon record their deep appreciation for his valuable guidance and assistance received duringthe tenure as a Director and Chairman / Member of various committees of the Board ofDirectors of the Company.
Mr. H. Sunder resigned as Non-Executive Director of the Board effective from November26 2018 to pursue other interests and commitments. The Board places on record its deepappreciation for the services rendered by Mr. H. Sunder during his tenure as Director andMember of various committees of the Board of Directors of the Company.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
14. NUMbER OF MEETINGS OF THE bOARD
The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report.
15. 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
16. COMMITTEES OF THE bOARD
The Board of Directors have 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 along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
17. 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 ofthe Directors was completed during the year under review. The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors and Non-Executive Director. The Board of Directors expressed their satisfactionwith the evaluation process.
18. 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 a part of thisannual report.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company athttp://www.raymond.in/cr/policies/wbp/ wbpolicy.html.
20. 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 Non-executive 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 athttp://www.raymond.in/cr/policies/rnp/index. html.
21. 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 http://www.raymond.in/cr/policies/rptp/rptpolicy.html. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company except remuneration and sitting fees.
22. MATERIAL SUBSIDIARY
Raymond Apparel Limited is a material subsidiary of the Company as per the thresholdslaid down under the Listing Regulations. The Board of Directors of the Company hasapproved a Policy for determining material subsidiaries which is in line with the ListingRegulations as amended from time to time. The Policy was revised effective from April 12019 in line with the amendments made to the Listing Regulations. The Policy has beenuploaded on the Company's website at http:// www.raymond.in/cr/policies/msp/mspolicy.html.
23. 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.
24. 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:
(i) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) 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 2019 and of the profit ofthe Company for the year ended on that date;
(iii) 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;
(iv) the annual accounts have been prepared on a going concern basis;
(v) 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
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
(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 theCompanies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratification ofthe 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 made and records have beenmaintained relating to Textile Divisions every year.
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 2019-20. 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 Ashish Bhatt & Associates a firm of Company Secretariesin Practice (C.P.No.2956) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed as Annexure C' and forms an integral partof this Report.
There is no secretarial audit qualification for the year under review.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
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. The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
27. REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
28. RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the Company is exposed to are:
The Company's policy is to actively manage its foreign exchange risk within theframework laid down by the Company's Forex Policy approved by the Board. The Companyactively manages the interest rate risk by adopting suitable strategies to minimise theimpact of interest rate fluctuations including maintaining an optimal balance ofdifferent loan types and maturities.
Commodity price risks
The Company proactively manages price fluctuation risks and in case of wool and cottonit uses forward booking inventory management and pre-emptive vendor developmentpractices.
The Company is exposed to risks attached to various statutes laws and regulationsincluding the Competition Act. The Company is mitigating these risks through regularreview of legal compliances carried out through internal as well as external complianceaudits. The Company has implemented an enterprise-wide compliance management systemcapable of effectively tracking and managing regulatory and internal compliancerequirements.
Human resource risks
Retaining the existing talent pool and attracting new talent are major risks. TheCompany has initiated various measures including rolling out strategic talent managementsystem training and integration of learning and development activities. The Company hasalso established a "Raymond Leadership Academy" which helps to identify nurtureand groom managerial talent within the Raymond Group to prepare them for future businessleadership. The Company has instituted Raymond Awards for Excellence' to recogniseexemplary performance and promote desired behaviour in the organisation. Raymond has alsoimplemented a fully automated performance management system.
Emerging businesses capital expenditure for capacity expansion etc are normalstrategic risks faced by the Company. However the Company has well-defined processes andprocedures for obtaining approvals for investments in new businesses and capacityexpansions.
The failure of Information Technology (IT) systems due to malicious attacks and / ornon-compliance with data privacy laws can potentially lead to financial loss businessdisruption and / or damage to the Company's reputation. The Company has in place a dataprotection policy. It maintains a cyber security infrastructure. The Company usesstandardised backup tools services and procedures to ensure that information and data arestored at two or more diverse locations.
29. 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 eradication of hunger education women empowerment health andhygiene. These projects are in accordance with Schedule VII of the Act and the Company'sCSR policy. During the year the Board of Directors on the recommendation of CorporateSocial Responsibility Committee of the Company has amended the CSR policy and decided thatfor the Financial Year 2018-19 the focus areas of the Company for utilizing the earmarkedCSR Fund are as under:?
Eradicating hunger poverty and malnutrition;?
Promotion of healthcare including preventive healthcare;?
Promotion of education and employment-enhancing vocational skills;?
Ensuring environmental sustainability and animal welfare including measuresfor reducing inequalities faced by socially & economically backward groups;?
Other areas approved by the CSR Committee within the ambit of CSR Rules asamended from time-to-time.
During the year the Company organised a Social Audit by an external agency to evaluatethe effectiveness efficiency and impact of CSR projects undertaken by the Company. Theoutcome of the social audit was highly positive.
The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure D' and forms an integralpart of this Report. The Policy has been uploaded on the Company's website athttp://www.raymond.in/sites/default/files/CSR%20Policy.pdf.
30. 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.
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 employeeseither 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 two complaints pertaining to sexual harassment ofwomen employees were reported to the Company and the same were investigated in accordancewith the procedures prescribed and adequate steps were taken to resolve them.
31. 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 manager. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
Raymond believes in the potential of people to go beyond and be the game-changing forcefor business transformation and success. This potential is harnessed by fostering an openand 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 Raymond has focusedon building a future-ready talent ecosystem through various initiatives starting with thenew Raymond Leadership Competency [RLC] 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 [RLA] focuses on identification and holistic developmentof leaders across the Group. The Emerging Leaders Program [ELP] launched as part of theRLA is designed to invest in emerging business and functional leaders in association withglobally reputed knowledge partner.
32. S TATUTORY INFORMATION AND 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 anintegral part of 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 intergral part of this annual report. The aboveAnnexure is not being sent alongwith this annual report to the members of the Company inline with the provisions of Section 136 of the Act. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before and up to the date of the ensuing AnnualGeneral Meeting 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 or along with his spouse and dependentchildren) 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.
33. 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 thisReport.
34. 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 securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includeraw material 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 ancillaryfactor.
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 |
| ||Gautam Hari Singhania |
| ||Chairman and Managing Director |
| ||DIN: 00020088 |
|Mumbai April 30 2019 || |