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Raymond Ltd.

BSE: 500330 Sector: Industrials
NSE: RAYMOND ISIN Code: INE301A01014
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VOLUME 15135
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P/E 10.22
Mkt Cap.(Rs cr) 6,257
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Raymond Ltd. (RAYMOND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Ninety Seventh Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended on March 31 2022 ("year under review").

1.Corporate Overview and General

Raymond Limited is a household name when it to India’s clothing market. TheCompany has a wide array of brands through which it caters to all the sections of thedemography in menswear category. The Company was incorporated in the year 1925 and has itscorporate headquarters at Mumbai Maharashtra. The Company has its footprint not just inIndia but it also has global presence through its group companies. The Company’sforay in the Real Estate business is well reciprocated by the market. First 3 towers ofthe Company’s project – TenX Habitat in Thane Maharashtra offering world-classamenities are expected to be delivered well in advance of the RERA timelines. The Companyis expanding its business beyond Thane - in MMR region through asset light model of JointDevelopment with land owners.

The Raymond Group enjoys a formidable position across other industries.

During FY2022 the Company embarked on a journey of restructuring within the RaymondGroup. The B2C business of Raymond Apparel Limited the Company’s wholly-ownedsubsidiary was merged with Raymond Limited through a Scheme of Arrangement which was alsoapproved by the Hon’ble NCLT. During the year the Board of Directors approved aScheme of Arrangement for subsidiarisation of Real Estate Business. As per the statutoryrequirements an application has been made to the Stock Exchanges for granting NOC to thesaid Scheme.

Your Company continues to maintain and safeguard its intellectual property and therehas been no assignment of Intellectual Property Rights during the year under review.

2.Financial Summary and Highlights

A summary of your Company’s financial results for the Financial Year 2021-22 is asunder:

Particulars

Standalone

Consolidated

March 31 2022 March 31 2021 March 31 2022 March 31 2021
Revenue from operations 4260.65 1752.41 6178.51 3446.47
Operating Profit / (Loss) 392.02 (176.49) 413.13 (455.08)
(Tax Expenses) / Credit (Incl. Deferred Tax) (48.88) (154.26) (21.90) 160.90
Minority Interest and Share in Profit of Associates 11.12 (2.87)
& Joint Ventures
Profit after Tax / (Loss) (394.18) (21.90) 265.12 (303.65)

The Standalone Gross Revenue from operations for FY 2022 was Rs. 4260.65 crore(Previous Year: Rs. 1752.41 crore). The Operating Profit stood at Rs. 392.02 crore asagainst a loss of Rs. 176.49 crore in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2022 was Rs. 6178.51 crore(Previous Year: Rs. 3446.47 crore). The Consolidated Operating Profit stood at Rs. 413.13crore (Previous Year: Rs. 455.08 crore). The Consolidated Profit after tax stood at Rs.265.12 crore (Previous Year Loss : Rs.303.65 crore).

The Standalone Segment Revenue from operations for FY 2022 was as under:

Textile Rs. 2651.74 crore (Previous
Year: Rs. 1569.99 crore)
Real Estate/Property Rs. 707.47 crore (Previous
Development Year: Rs. 141.06 crore)
Apparel Rs. 890.94 crore (Previous
Year: Rs. 456.56 crore).
Others: Non-scheduled Rs. 10.49 crore (Previous
Airline operations Year: Rs. 8.43 crore).

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 general global impact of ongoing conflict between Russia and Ukraineon the domestic and international business operations of the Company and impact ofCOVID-19 as detailed in this Report as well as Notes to the Financial Statements of theCompany. There is no change in the nature of your Company’s business during the yearunder review.

3.Dividend and Reserves

In line with the Dividend Distribution Policy of the Company which is available on theCompany’s website viz. www.raymond.in your Directors are pleased to recommend aDividend @ Rs. 3.00 per equity share for the financial year 2021-22.

The proposed dividend subject to approval of Shareholders in the ensuing AnnualGeneral Meeting of the Company would result in appropriation of Rs.22.16 crores(inclusive of TDS). The dividend would be payable to all Shareholders whose names appearin the Register of Members as on the Book Closure Date/ Record date i.e. July 01 2022.The Register of Members and Share Transfer books shall remain closed from Saturday July02 2022 to Thursday July 14 2022 (both days inclusive).

Your Directors do not propose to transfer any amount to the general reserve.

4.Overview of the Economy and Impact of COVID-19 Pandemic

The impact of COVID-19 during FY2021-22 affected the first quarter post which theeconomy showed signs of recovery.

The businesses of the Group witnessed a sharp rebound as FY2021-22 was phenomenal forthe Company in terms of performance as the Group achieved its highest ever annual EBITDAof Rs. 881 Crore and highest annual PAT of Rs. 260 Crore in last ten years. With corebrand strength and wide distribution network across the country the Company capitalisedon the buoyant demand and strong consumer sentiments during the financial year 2022. TheCompany has assessed the probable impact of the pandemic on its business operations andhas considered all relevant internal and external information available up to the date ofapproval of these financial results to determine the impact on the Company’s revenuefrom operations and estimation of sales related expenses over the foreseeable future andthe recoverability and carrying value of certain assets such as property plant andequipment investments inventories trade receivables deferred tax assets and input taxcredit receivables.

The impact of COVID-19 pandemic on the overall economic environment has receded to agreat extent. Your company is conscious of the significant disruption and impact COVID-19can have on our employees clients partners investors and the communities in which weoperate. We are working hard to contain and mitigate its impact.

The Company continues its business activities in line with the guidelines issued bythe Government authorities take steps to strengthen its liquidity position and furtherexplore cost restructuring exercise. The Company does not foresee any challenges in itsability to continue as going concern or meeting its financial obligations.

5.Scheme of Arrangement and offer for Sale

Scheme of Arrangement

As part of group restructuring exercise the Board of Directors had approved a Schemeof Arrangement providing for demerger of B2C business including the Apparel business ofRaymond Apparel Limited ("RAL") wholly owned material subsidiary into theCompany to achieve synergies thereby creating a focused B2C business. The Hon’bleNational Company Law Tribunal Mumbai Bench ("NCLT") had on March 23 2022passed an Order sanctioning the Scheme. Accordingly the Business Undertaking ascontemplated under the aforementioned Scheme has been demerged from RAL and merged intoRaymond Limited with effect the from April 01 2021. The accounts of the Company wereprepared after giving effect of the scheme w.e.f. April 1 2021 (being appointed date) andrestated from April 1 2020 in compliance with Accounting Standards.

During the year under review the Board of Directors had also approved a Scheme ofArrangement for transfer of Company’s Real Estate Business to Raymond LifestyleLimited (to be renamed as

Raymond Realty Limited) wholly owned subsidiary of the Company. As part of theprocess the Company has applied for NOC from the Stock Exchanges for the said Scheme. Thepetition with Hon’ble NCLT will be filed thereafter.

Offer for sale

As a part of group strategy the tools and hardware business and auto ancillary businesswere consolidated under the Engineering business of JK Files and Engineering Limited("JKFEL"). To unlock value through monetisation it was proposed to come up withan Initial Public Offer through Offer for Sale ("OFS") of JKFEL wherein RaymondLimited will participate as the selling shareholder. JKFEL has filed its DRHP with SEBI inconnection with the IPO on December 8 2021. SEBI vide its le er dated February 23 2022had conveyed its nod along with observation to the DRHP filed by JKFEL. The IPO wasscheduled to come out in the month of March 2022. However due to volatility in worldover stock markets caused by the extended Russia-Ukraine conflict it was decided to waittill opportune time for IPO of JKFEL. The Board expects to complete the OFS during FY2022-23 when the stock market conditions for fund raising would be favourable. Theproceeds from the offer will help Raymond Limited to deleverage its Balance Sheet andprogress on its path of becoming net debt free.

6.Share Capital

The paid up Equity Share Capital as at March 31 2022 stood at Rs. 66.57 Crore. Therewas no change in the paid-up share capital during the year. The Company does not have anyoutstanding paid-up preference share capital as on the date of this Report. During theyear under review the Company has neither issued any shares with differential votingrights nor granted any stock options or sweat equity or warrants. As on March 31 2022none of the Directors of the Company hold instruments convertible into Equity Shares ofthe Company. There is no instance where the Company failed to implement any corporateaction within the specified time limit.

7.Issue of Debt Securities & Credit Rating

During the year under review your Company has issued 1000 Privately Placed SecuredRedeemable Listed Non-Convertible Debentures ("NCD") of Rs. 1000000/- eachlisted on the Negotiated Trade Reporting segment of National Stock Exchange of IndiaLimited for cash at par aggregating to Rs. 100 crore. The details of NCD’soutstanding as on March 31 2022 are as under:

Series Date of allotment Amount (Rs. Crore) Coupon Rate Redemption date/ Schedule Credit Rating at the time of NCD issue
Series L May 22 2020 65 9.50% p.a. May 22 2023 CRISIL AA-/ CARE AA
Series M June 02 2020 80 8.80% p.a. June 01 2023 CARE AA
Series N October 27 2020 100 8.85% p.a. October 26 2023 CARE AA-
Series O November 26 2020 40 8.85% p.a. November 25 2023 Equal Instalments on February 09 2028; CARE AA-
Series P February 10 2021 200 9.00% p.a. February 09 2029; February 09 2030; February 09 2031 CARE AA-
Series Q December 27 2021 100 7.60% p.a. December 26 2024 CARE AA-
Total 585

8.Financial Statements

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry ofCorporate Affairs in the preparation of its financial statements. Your Company hasconsistently applied applicable Accounting policies during the year under review.Management evaluates all recently issued or revised accounting standards on an ongoingbasis. The Company discloses consolidated and standalone financial results on a quarterlybasis which are subjected to limited review and publishes consolidated and standaloneaudited financial results on an annual basis. There were no revisions made to thefinancial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance withthe applicable Indian Accounting Standards issued by the Institute of CharteredAccountants of India 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 and forms anintegral part of this Report.

9.Related Party Transactions

The Company in the normal course of its enters in to related party transactions withits subsidiaries and group companies engaged in manufacture and trading of textilesbranded apparel garmenting business and for common services. The Audit Committee approvesall the Related Party Transactions in compliance with the provisions of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Omnibusapproval is obtained on a yearly basis for transactions which are repetitive in nature.Transactions entered into pursuant to omnibus approval are verified by the Corporate RiskAssurance Department and details of all related party transactions are placed before theAudit Committee and the Board for review and approval/ noting on a quarterly basis.

All transactions entered into with related parties during the year under review were onarm’s length basis and not material in nature and thus a disclosure in Form AOC-2 interms of Section 134 of the Act is not required. There were no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel. Details of all related party transactions are mentioned in the notes tofinancial statements forming part of the Annual Report. The Company has developed a robustframework through Standard Operating Procedures for the purpose of identification andmonitoring of such related party transactions. The Company has put in place a mechanismfor certifying the related party transaction statements placed before the Audit Committeeand the Board of Directors from an independent chartered accountant firm. The firm reviewsthat the Related Party Transactions are at arm’s length and in the ordinary course ofbusiness and a certificate to that effect is placed before the Audit Committee and Boardof Directors at quarterly meetings.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be accessed at the link hp://www.raymond.in/cr/policies/rptp/rptpolicy. html. None of the Directors have anypecuniary relationship or transactions vis-?-vis the Company except remunerationprofit-based commission and si ing fee.

10. 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.

11. Material Subsidiary

Raymond Apparel Limited Raymond Luxury Co ons

Limited JK Files & Engineering Limited and Silver Spark Apparel Limited werematerial subsidiaries of the Company as per the thresholds laid down under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "Listing Regulations") for FY2021-22. The Board of Directors of theCompany has approved a Policy for determining material subsidiaries which is in line withthe Listing Regulations as amended from time to time. The Policy has been uploaded on theCompany’s website and can be accessed at h p://www.raymond.in/cr/policies/msp/mspolicy.html.

12. Performance of Subsidiary Associates & Joint

Venture Company

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with theCompanies Accounts) Rules 2014 a statement containing salient features of financialstatements of subsidiaries associates and joint venture companies in Form AOC-1 is aached to the Financial Statements. The separate audited financial statements in respect ofeach of the subsidiaries shall be kept open for inspection at the Registered Office of theCompany. The Company will also make available these documents upon request by any Memberof the Company interested in obtaining the same. The separate audited financial statementsin respect of each of the subsidiaries are also available on the website of the Company atwww.raymond.in. The performance in brief of the major subsidiaries and joint venturecompanies is given hereunder:

Domestic subsidiaries

Raymond Apparel Limited ("RAL")

The Gross Revenue of RAL for FY 2022 was NIL (Previous Year: Rs. 437.64 crore). TheCompany incurred Loss of Rs. 26.93 crore (Previous Year loss: Rs. 180.31 crore). Duringthe year under review the Apparel Business of RAL was demerged into Raymond Limited underthe Scheme of Arrangement between RAL and the Company approved by Hon’ble NCLT onMarch 23 2022. Accordingly assets and liabilities of the Apparel business weretransferred to the Company w.e.f. April 01 2021 and restated financial statements wereprepared giving the effect of the Scheme. Colorplus Realty Limited (formerly known asColor Plus Fashions Limited) ("CRL")

CRL has registered a Loss of Rs. 0.14 crore during the year under review (Previous YearLoss: Rs. 0.15 crore). Pursuant to the Order of the Hon’ble NCLT passed on March 232022 this company has become a direct subsidiary of Raymond Limited.

Silver Spark Apparel Limited ("SSAL")

SSAL has a reputed overseas clientele for formal suits jackets and trousers and theexport order book led to a strong growth in sales performance. The Standalone GrossRevenue of the company for FY 2021-22 stood at Rs. 496.69 crore (Previous Year: Rs. 367.37crore). The company has reported Profit after tax of Rs. 1.59 crore (Previous Year: Lossof Rs. 5.91 crore). The Consolidated Gross Revenue of SSAL for FY 2021-22 stood at Rs.624.05 crore (Previous Year: Rs.466.66 crore). SSAL has made a Profit after tax of Rs.17.88 crore (Previous Year: Loss of

Rs.14.34 crore) on consolidated basis.

Raymond Luxury Co ons Limited ("RLCL")

RLCL manufactures high value fine co on and linen shirting for both domestic andinternational customers. The net turnover of RLCL was Rs. 571.76 crore (Previous Year:Rs.257.82 crore). Profit after tax was Rs. 1.44 crore (Previous Year Loss: Rs. 38.19crore).

JK Files & Engineering Limited ("JKFEL") (Formerly known as JK Files(India) Limited)

During the year under review JKFEL has changed its name to JK Files & EngineeringLimited from the existing name JK Files (India) Limited in compliance with applicableprovisions of law. This company manufactures steel files & cu ing tools and marketshand tools & power tools. It is the leading manufacturer of steel files in the worldwith a sizeable domestic market share. As on date of this report the company has threesubsidiaries namely; JK Talabot Limited Scissors Engineering & Products Limited andRing Plus Aqua Limited.

JKFEL continues to do well in spite of the difficult business environment. JKFELreported a Gross Revenue of Rs. 502.92 crore for the FY 2022 (Previous Year: Rs. 348.07crore). JKFEL registered a profit before exceptional item of Rs. 64.95 crore (Previousyear: Rs. 32.90 crore). JKFEL registered a Profit after Tax of Rs. 58.71 crore (PreviousYear: Rs. 24.49 crore).

JK Talabot Limited ("JKTL")

JKTL manufactures files and rasps. During FY2022 the

Gross Sales Revenue of this company stood at Rs. 28.56 crore (Previous Year: Rs. 20.19crore). JKTL reported a Profit after tax of Rs. 0.88 crore during FY2022 (Previous Year:Profit Rs. 1.09 crore).

Scissors Engineering Products Limited ("SEPL")

SEPL registered a Profit of Rs. 0.006 crore during the year under review (PreviousYear: Loss of Rs. 0.01 crore). The entire share capital of this company was transferred byRaymond Limited to JK Files & Engineering Limited as part of consolidation of Tools& Hardware and Auto Components Businesses into JK Files & Engineering Limited.

Ring Plus Aqua Limited ("RPAL")

RPAL manufactures high quality Ring Gears Flex-plates and Water-pump bearings. TheGross Revenue of RPAL for the FY 2022 stood at Rs. 312 crore (Previous Year: Rs. 197.31crore). During the year under review RPAL made Profit before tax of Rs. 51.58 crore(Previous Year: Profit Rs. 28.58 crore).

Celebrations Apparel Limited ("CAL")

The Gross Revenue of CAL for FY2022 was Nil (Previous

Year: Nil). CAL earned a Profit after tax of Rs. 0.60 crore (Previous Year: Profit ofRs. 0.36 crore).

Everblue Apparel Limited ("EbAL")

EbAL has a world-class denim-wear facility offering seamless denim garmentingsolutions. The Gross Revenue of EbAL for FY 2022 stood at Rs. 94.77 crore (Previous Year:Rs. 66.07 crore). The company recorded Profit after tax of Rs. 1.56 crore (Previous YearProfit:

Rs.0.53 crore).

Raymond Woollen Outerwear Limited ("RWOL")

During the year under review RWOL incurred Profit after tax of Rs. 0.07 crore(Previous Year Loss: Rs. 0.12 crore).

TenX Realty Limited ("TRL")

("TRL") is a step-down subsidiary of Raymond Limited incorporated onDecember 24 2021 as a wholly-owned subsidiary of Raymond Lifestyle Limited. During theyear under review TRL has incurred a loss of Rs. 0.08 crore. TRL will undertake thebusiness of joint development (JD) of realty projects outside Thane within MMRDA and NaviMumbai region initially. The Company is actively negotiating JD opportunities and willannounce such projects in the coming year.

Pashmina Holdings Limited ("PHL")

PHL has made a Profit of Rs. 0.13 crore in FY2022 (Previous Year: Profit Rs. 0.13crore).

Raymond Lifestyle Limited ("RLL")

This subsidiary was incorporated to house the demerged Lifestyle business undertakingand has not yet commenced any operations. However considering the withdrawal of CompositeScheme of Arrangement by the Company and approval of the Real Estate Scheme by the Boardof Directors of the Company it is proposed to change the name of the Company and transferRaymond’s Real Estate Business into this Company through a Scheme of Arrangement.

Overseas subsidiaries Jaykayorg AG ("Jaykay")

Jaykay has recorded a Profit of CHF 13086 (equivalent to Rs. 0.10 crore) for the yearended December 31 2021 [Previous Year: Profit of CHF 95589 (equivalent to Rs.0.74crore)].

Raymond (Europe) Limited ("REL")

REL has recorded a Profit of GBP 13843 (equivalent to Rs. 0.12 crore) for the yearended December 31 2021 [Previous Year: Loss of GBP 65622 (equivalent to Rs.0.61 crore)].

R & A Logistics INC USA ("RALI")

RALI has recorded a Profit of USD 1308163 (equivalent to Rs. 9.74 crore) [PreviousYear: Loss of USD 1016786 (equivalent to Rs. 7.64 crore)] for the year ended March 312022.

Silver Spark Middle East (FZE) ("SSME")

SSME is the wholly owned subsidiary of Silver Spark

Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE) Sharjah UAE.SSME is engaged in

Investment trading of Apparel and related products for Asia and US customers. TheGross Revenue of SSME for FY 2022 stood at Rs. 119.46 crore (Previous Year:

Rs.56.45 crore). SSME has registered a Profit of

Rs. 2.71 crore (Previous Year: Loss of Rs. 2.68 crore). During the year under reviewthe financial year of this subsidiary has been changed from January-December toApril-March.

Silver Spark Apparel Ethiopia PLC ("SSAEP")

SSAEP is a step down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is awholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in themanufacturing of formal suits jackets trousers and vest coats. The Gross Revenue ofSSAEP for the year ended March 31 2022 stood at Rs. 46.52 crore (Previous Year: Rs. 67.74crore). SSAEP has registered a Profit of Rs.4.43 crore (Previous Year: Profit of Rs. 3.51crore).

Raymond Lifestyle (Bangladesh) Private Limited

("RLBPL")

RLBPL has been incorporated to tap the potential business opportunities available inBangladesh. RLBPL is yet to commence operations. During the year under review RLBPLincurred a loss of Rs. 301108.

Raymond UCO Denim Private Limited ("RUCO")

RUCO is engaged in the business of manufacturing and marketing of denim fabrics andgarments for both the domestic and international markets. In FY 2022 revenue from Indianoperations was Rs. 1042.20 crore (Previous Year: Rs.599.91 crore).

On a Standalone basis RUCO has registered a Loss after tax of Rs. 34.10 crore(Previous Year Loss: Rs. 52.97 crore). On Consolidated basis RUCO has registered a Lossafter tax of Rs. 35.36 crore (Previous Year Loss: Rs.52 crore).

13. Directors & Key Managerial Personnel

Mr. Shantilal Pokharna was appointed as an additional Director designated as aNon-Executive Director w.e.f. July 23 2021. He ceased to be a Director effective from thedate of last Annual General Meeting ("AGM") i.e. August 2 2021 in accordancewith the provisions of the Companies Act 2013. Thereafter he was again appointed as anAdditional Director designated as a Non-Executive Director effective from August 3 2021.The proposal relating to regularisation of his appointment at the forthcoming AGM has beenincluded in the Notice convening the AGM for the consideration of the Members.

Mr. Pradeep Guha Independent Director passed on August 21 2021 and consequentlyceased to be an Independent Director of the Company from the said date. Mr. S K. Guptaresigned as Non-Executive Director effective from July 23 2021. The Board places onrecord its sincere and deep appreciation for the services rendered by Mr. Pradeep Guha andMr. S.K. Gupta.

Further Mr. I. D. Agarwal ceased to be an Independent Director of the Company w.e.f.from December 31 2021 on completion of second term as an Independent Director. The Boardplaces on record its sincere and deep appreciation for the services rendered by Mr. I. D.Agarwal during his tenure as Independent Director and Chairman of various Committees ofthe Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Act and the Company’sArticles of Association Mr.Gautam Hari Singhania Director retires by rotation at theforthcoming Annual General Meeting ("AGM") and being eligible offers himselffor re-appointment. The Board recommends the proposal of his reappointment for theconsideration of the Members of the Company at the forthcoming AGM and same has beenmentioned in the Notice convening the AGM. A brief profile of Mr. Gautam Hari Singhaniahas also been provided therein.

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 Regulation16(1)(b) of the Listing Regulations as amended effective from January 01 2022. In theopinion of the Board the Independent Directors fulfil the conditions of independence. TheIndependent Directors have also affirmed that they have complied with the Company’sCode of Business Conduct & Ethics. In terms of requirements of the ListingRegulations the Board has identified core skills expertise and competencies of theDirectors in the context of the Company’s businesses for effective functioning whichare detailed in the Report on Corporate Governance.

Further in terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed that they have registered themselves with the databankmaintained by the Indian Institute of Corporate Affairs. away In the opinion of the Boardthe independent directors are independent of the management possess the requisiteintegrity experience expertise proficiency and qualifications. The details ofremuneration paid to the members of the Board is provided in the Report on CorporateGovernance.

As per the provisions of Section 203 of the Companies Act 2013 Mr. Gautam HariSinghania - Chairman and Managing Director Mr. Amit Agarwal - Chief Financial OfficerMr. Thomas Fernandes - Company Secretary (up to December 31 2021) and Mr. Rakesh Darji– Company Secretary (w.e.f. January 1 2022) are the Key Managerial Personnel of theCompany.

14. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the Statutory Auditors and the reviewsperformed by management and the relevant board Committees including the Audit Committeethe Board is of the opinion that the Company’s Internal Financial Controls wereadequate and effective during FY 2021-22.

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirms that: a) in the preparation of the Annual Accounts for theyear ended March 31 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any; b) the directors haveselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2022 and of the Loss of the Company for the yearended on that date; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis; e the Directors hadlaid down internal financial) controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 and Part D ofSchedule II to the Listing Regulations the Board has carried out the annual performanceevaluation of its own performance board Committees and the Directors individually. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board’s functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specified duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individualDirectors who were evaluated on parameters such as level of engagement and contributionindependence of judgement safeguarding the interest of the Company and its minorityshareholders etc.

The Independent Directors of the Company met on March 28 2022 without the presence ofNon-Independent Directors and members of the management to review the performance ofNon-Independent Directors and the Board of Directors as a whole to review the performanceof the Chairman and Managing Director of the Company and to assess the quality quantityand timeliness of flow of information between the management and the board of directors.The performance evaluation of the Independent Directors was carried out by the entireBoard.

The Directors expressed their satisfaction with the evaluation process.

During the year under review the Company actioned the feedback from the Boardevaluation process conducted in 2020-21 to the extent possible. Dedicated time wasreserved for Board feedback on the agenda. Board interaction between meetings was steppedup through Board calls on various topics. Specific items were added in the Board planningfor reviews such as related party transactions and review of long terminvestments/initiatives which were covered during the year.

16. Nomination Remuneration and Board Diversity Policy

The Board of Directors have framed the Nomination Remuneration and Board Diversitypolicy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. The Policy broadly lays downthe guiding principles philosophy and the basis for payment of remuneration to Executiveand Non-Executive Directors (by way of si ing fees and commission) Key ManagerialPersonnel Senior Management and payment of remuneration to other employees. The policyalso provides the criteria for determining qualifications positive a ributes andIndependence of Director and criteria for appointment and removal of Directors KeyManagerial Personnel / Senior Management and performance evaluation which are consideredby the Nomination and Remuneration Committee and the Board of Directors. The Policy setsout a framework that assures fair and optimum remuneration to the Directors KeyManagerial Personnel Senior Management Personnel and other employees such that theCompany’s business strategies values key priorities and goals are in harmony withtheir aspirations. The policy lays emphasis on the importance of diversity within theBoard encourages diversity of thought experience background knowledge ethnicity andperspective etc. The policy is directed towards rewarding performance based on review ofachievements. It is aimed at a racting and retaining high calibre talent. The NominationRemuneration and Board Diversity Policy is displayed on the Company’s website viz. hp://www.raymond.in/cr/policies/rnp/index.html.

17. Meetings of the Board/Committees

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of themeetings is circulated to the Directors well in advance to help them plan their scheduleand ensure meaningful participation. Only in the case of special and urgent businessshould the need arise the Board’s approval is taken by passing resolutions throughcirculation as permi ed by law which are noted in the subsequent Board meeting. Incertain special circumstances the meetings of the Board are called at a shorter notice todeliberate on business items which require urgent a ention of the Board. The Company hascomplied with secretarial standards issued by the Institute of Company Secretaries ofIndia on Board meetings. The Board met nine times during the year under review and haveaccepted all recommendations made to it by its various Committees.

The details of the number of meetings of the Board held during the Financial Year2021-22 and the a endance of Directors forms part of the Report on Corporate Governance.

18. Committees of the Board

The Board of Directors has the following Committees: a) Audit Committee b) Nominationand Remuneration Committee c) Committee of Directors (Stakeholders Relationship Committee)d) Corporate Social Responsibility Committee e) Risk Management Committee The details ofthe Committees of the Board along with their composition number of meetings and a endanceat the meetings are provided in the Report on Corporate Governance forming part of theAnnual Report FY2021-22.

19. Auditors & Reports of the Auditors a) Statutory Auditor

M/s. Walker Chandiok & Co. LLP Chartered Accountants (ICAI FRN 001076N/N500013)(an affiliate of Grant Thornton network) were appointed as Statutory Auditors of theCompany for a period of five consecutive years at the Annual General Meeting (AGM) of theMembers held on June 05 2017 to hold office from the conclusion of the 92ndAGM of the Company till the conclusion of the 97th AGM at a remunerationmutually agreed upon by the Board of Directors and the Statutory Auditors. AccordinglyM/s. Walker Chandiok & Co. LLP will cease to be the Statutory Auditors of the Companyeffective from the conclusion of the ensuing AGM. The Board of Directors at their meetingheld on May 16 2022 have considered and recommended re-appointment of M/s. WalkerChandiok & Co. LLP as Statutory Auditors of the Company for a period of fiveconsecutive years from the conclusion of the ensuing AGM basis the recommendations ofAudit Committee.

Proposal relating to their re-appointment along with requisite details forms part ofthe Notice convening the 97th AGM.

The Statutory Auditors’ Report forms part of the Annual Report. The StatutoryAuditor’s report does not contain any qualification reservation or adverse remarkfor the year under review. There was no instance of fraud during the year under reviewwhich required the Statutory Auditors to report to the Audit Committee and / or Boardunder Section 143(12) of Act and Rules framed thereunder.

The Statutory Auditors were present in the last AGM. 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 and Real Estate Division. The Cost Audit Reportfor the year ended March 31 2021 for the Textile and Real Estate Division does notcontain any qualification reservation or adverse remark. The said Report was filed withthe Central Government within the prescribed time. The Board of Directors on therecommendation of the Audit Committee has re-appointed M/s. R. Nanabhoy & Co. CostAccountants (Firm Registration Number 000010) as Cost Auditor to audit the cost recordsof the Company’s Textile and Real Estate Divisions for the Financial Year 2022-23. Asrequired under the Act a resolution seeking ratification of remuneration payable to theCost Auditor forms part of the Notice convening the 97th AGM.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder theCompany had appointed M/s. Robert Pavrey & Associates a firm of Company Secretaries inPractice (C.P. No.1848) to undertake the Secretarial Audit of the Company for FY2021-22.The Secretarial Audit Report is annexed as Annexure ‘A’ and forms an integralpart of this Report. The secretarial auditor has not expressed any qualification in theirSecretarial Audit report for the year under review. The Secretarial Audit Report ofMaterial Subsidiaries of the Company are annexed as Annexure ‘B’.

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 forms part of this Report and is uploaded on the website of the Company i.e.www.raymond.in The Board of Directors at their meeting held on May 16 2022 has appointedM/s. DM & Associates Company Secretaries LLP (ICSI unique code - L2017MH003500) asthe Secretarial Auditor for FY 2022-23.

20. Internal Financial Control Systems their Adequacy and Risk Management

Your Company has an effective internal control and risk-mitigation system which isconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany’s internal control system is commensurate with its size scale andcomplexities of operations. M/s. Mahajan & Aibara Chartered Accountants LLP a firm ofChartered Accountants were the internal auditors of the Company upto June 30 2021.Thereafter M/s. Ernst & Young LLP were appointed as internal auditors effective fromJuly 1 2021.

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. During the year under review there were no elements of risk which in theopinion of the Board of Directors threaten the existence of the Company. Risks do arise inthe businesses of the Company which are mitigated in accordance with the Risk ManagementFramework and Policy. Some of these risks are also covered in the Management Discussion& Analysis which forms part of this report.

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 theadequacy and effectiveness of the internal control systems and evaluates therecommendations of the Risk Management Committee of the Board. The Audit Committeesuggests improvements and utilizes the reports generated from a Management InformationSystem integral to the control mechanism.

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 provides details for direct access to the Chairman of the AuditCommittee. The policy has been posted on the website of the Company at hp://www.raymond.in/cr/policies/ wbp/wbpolicy.html.

22. Corporate Social Responsibility

In accordance with the provisions of the Companies Act 2013 read with Rules madethereunder the Company was not required to make any CSR contribution for the FinancialYear 2021-22. The Report on CSR activities as required under the Companies (CSR Policy)Rules 2014 along with the brief outline of the CSR policy is annexed as Annexure‘C’ and forms an integral part of this Report. The Policy has been uploaded onCompany’s website at www.raymond.in/sites/default/files/CSR%20Policy.pdf

23. 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 soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

 

24. Disclosures Under Sexual Harassment ofWomen at Workplace (PreventionProhibition & Redressal) Act 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder the Company hasformulated and implemented a policy on prevention prohibition and redressal of complaintsrelated to sexual harassment of women at the workplace. All women employees whetherpermanent temporary or contractual are covered under the above policy. The said policyhas been uploaded on the internal portal of the Company for information of all employees.An Internal Complaints Committee (ICC) has been set up in compliance with the said Act.During the year under review no complaints were reported to the Board.

25. Human Resources and Industrial Relations

The Human Resources function works as a strategic partner to the business. Thetechnical and quality demands of the industry combined with our own vision to expandsignificantly over the next few years have ensured that we build an agile engaged andenergized work force.

At Raymond we continue to retain focus on our core values of Trust Quality andExcellence that drive the organization culture. Raymond Leadership Competencies are thefoundation for all people practices. Various employee-centric interventions like flexibleworking initiatives mental health initiatives and wide array of capability developmentinitiatives help build a robust talent architecture. Leadership development focuses onidentifying potential and grooming critical talent through various programs. Employees areprovided opportunities to work on cu ing-edge technology and participate in globalmanagement institutes to develop business critical skills.

Your company ensures that employees are aligned with the organizational culture andvalues whilst never losing sight of our business objectives. Technical and safety trainingprogrammes are given periodically to workers.

The Company has a robust performance evaluation process through which individual goalsare aligned to organizational goals so that the individuals and the organisation grow intandem.

During the year under review the Industrial relations remained generally cordial.

26. Quality and Accolades

Your Company continues to win awards year-after-year reiterating its credible marketposition. Some awards received during the Financial Year 2021-22 by the Company and itssubsidiary companies are as given below:

Lifestyle Business

•TRA’s brand trust report 2022 : India’s Most Trusted ‘Fabrics toBrands’ brand in 2022 Indian Marketing Awards : Silver Award for Best OmnichannelMarketing

Apex India Foundation : Apex India Green Leaf Platinum Award 2021 for Energy Efficiency- Vapi - Raymond Ltd. M/s. Greentech foundation : 20th Annual

Greentech Safety India Award for Safety Excellence - Amravati – RLCL

M/S Greentech foundation : 21st Annual Greentech Environment Award for EnvironmentProtection - Amravati – RLCL

National Safety Council : MP Chapter Platinum award for the excellent work done insafety - Chhindwara - Raymond Ltd.

Maharashtra Energy Development Agency : 16th State level Energy Conservation andManagement award - Kolhapur – RLCL

The Indian Telly Adz Awards : MOST ICONIC TELEVISION CAMPAIGNS OF ALL TIME

DMA Asia ECO Awards 2020 : GOLD 3 Awards- Look Good Do Good Campaign

Mobex 2022 : Gold- Mobex 2022 -Mobile Advertising Excellence in Search Campaign

DigiXX 2022 : Gold Award for Marketing Excellence during COVID-19 LOCKDOWN

DigiXX 2022 : Gold Award for Digital Marketing Excellence in Retail

DigiXX 2022 : Silver Award for Digital Marketing Excellence in Promotions /Shoppermarketing

MTM Star Award 2022 : MTM Star Award 2022 Most Well – Planned Business Travel

ACES’ Digixx : Gold Award for Ethnix Media Campaign – Apparel

12th edition of the TRRAIN Retail Awards : Recognition of exemplary customer service -Apparel

Engineering business

T&H - Awarded by EEPC India - Star Performer of the year 18-19 - Hand Tools : LargeEnterprise

Denim Business

National Safety Award for best performance based on lowest average frequency rate foryear 2018

Successfully completed Oekotex-STep certification issued by TESTEX

National Safety Council-Maharashtra Chapter safety award for achieving lowest accidentfrequency rate for year 2019

National Safety Council-Maharashtra Chapter safety award for achieving longest accidentfree period for year 2019

Real Estate Business

MidDay 2021 : Iconic Project of the year : TenX Iconic Developer of the year : RaymondRealty

Realty+ 2021 : Fastest Growing Realty Brand of the year: Raymond Realty Best SellingProject of the year : TenX Habitat

National Pride Excellence Awards 2021 : Brand of the year : Raymond Realty Best BrandMarketing : Raymond Realty

27. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company asrequired under the Listing Regulations is provided in a separate section and forms anintegral part of this Report.

28. 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 partof this Report.

29. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies(Management and Administration) Rules 2014 the Annual Return of the Company in FormMGT-7 has been placed on the Company’s website viz. www.raymond.in.

30. Business Responsibility Report

The Business Responsibility Report as required under Regulation 34(2) of the ListingRegulations is annexed as Annexure ‘D’ and forms an integral part of thisReport.

31. Investor Education and Protection Fund EPF)

A detailed disclosure with regard to the IEPF-related activities undertaken by yourCompany during the year under review forms part of the Report on Corporate Governance.

32. 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.

33. Statutory Information and other Disclosures

(a) The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure ‘E’ andforms an integral part of this Report.

(b) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure ‘F’ and forms an integral part of this Report. (c) Astatement comprising the names of top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure ‘G’ and forms an integral part ofthis annual report. The said Annexure is not being sent along with this annual report tothe members of the Company in line with the provisions of Section 136 of the Act. Memberswho are interested in obtaining these particulars may write to the Company Secretary atthe Registered Office of the Company. The aforesaid Annexure is also available forinspection by Members at the Registered Office of the Company 21 days before and up tothe date of the ensuing Annual General 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/herself or along with his/her spouse anddependent children) more than two percent of the Equity Shares of the Company.

(d) The Company has not accepted any deposits within the meaning of Section 73 of theAct read with the Companies (Acceptance of Deposits) Rules 2014 as amended.

(e) No application has been made under the

Insolvency and Bankruptcy Code. The requirement to disclose the details of applicationmade or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016)during the year along with their status as at the end of the financial year is notapplicable.

(The requirement to disclose the details off) difference between amount of thevaluation done at the time of onetime se lement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.

34. Compliance with Secretarial Standards

During the year under review your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India

35. Cautionary Statement

Statements in this Directors’ Report and Management Discussion and Analysis Reportdescribing the Company’s objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the Company’soperations include raw material availability and its prices cyclical demand and pricingin the Company’s principal markets changes in Government regulations Tax regimeseconomic developments within India and the countries in which the Company conductsbusiness and other ancillary factors.

36. Acknowledgement

Your Directors wish to place on record deep appreciation for the contribution made bythe employees at all levels for their hard work commitment and dedication towards theCompany. Their enthusiasm and untiring efforts have enabled the Company to scale newheights.

Your Directors thank the Government of India the State Governments MunicipalCorporation Gram Panchayat other local bodies and regulatory authorities for theirco-operation and regret the loss of lives of every person who risked their life to combatthe Covid-19 pandemic.

Your Directors also wish to thank its customers business associates distributorschannel partners suppliers investors and bankers for their continued support and faithreposed in the Company.

For and on behalf of the Board of Directors of
Raymond Limited
Gautam Hari Singhania
Chairman and Managing Director
Mumbai May 16 2022 DIN: 00020088

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