You are here » Home » Companies » Company Overview » Relaxo Footwears Ltd

Relaxo Footwears Ltd.

BSE: 530517 Sector: Others
NSE: RELAXO ISIN Code: INE131B01039
BSE 00:00 | 26 May 661.15 4.05
(0.62%)
OPEN

669.90

HIGH

669.95

LOW

646.85

NSE 00:00 | 26 May 661.35 3.50
(0.53%)
OPEN

660.30

HIGH

670.00

LOW

645.50

OPEN 669.90
PREVIOUS CLOSE 657.10
VOLUME 6680
52-Week high 830.15
52-Week low 388.53
P/E 71.71
Mkt Cap.(Rs cr) 16,410
Buy Price 656.00
Buy Qty 200.00
Sell Price 670.00
Sell Qty 50.00
OPEN 669.90
CLOSE 657.10
VOLUME 6680
52-Week high 830.15
52-Week low 388.53
P/E 71.71
Mkt Cap.(Rs cr) 16,410
Buy Price 656.00
Buy Qty 200.00
Sell Price 670.00
Sell Qty 50.00

Relaxo Footwears Ltd. (RELAXO) - Director Report

Company director report

Dear Members

The Board of Directors of Your Company take pleasure in presenting its report on theworking of the Company for the Financial Year 2015-16.

1. FINANCIAL RESULTS (Rs. in Crores
Particulars 2015-16 2014-15
Revenue 1715.27 1481.21
EBITDA 243.34 201.03
Less: Finance Cost 22.89 18.48
Less: Depreciation 47.12 39.90
Add: Exceptional Item 4.26 -
Profit before Tax 177.59 142.65
Less: Tax Expenses 57.31 39.60
Profit after Tax 120.28 103.05
Balance brought forward from Previous year 1.06 5.23
Amount available for Appropriation 121.34 108.28
Appropriation:
Final Dividend 7.20 6.00
Tax on Final Dividend 1.47 1.22
Transfer to General Reserve 110.00 100.00
Balance carried to Balance Sheet 2.67 1.06
EPS-Basic (inRs.) 10.02 8.59
EPS-Diluted (in Rs.) 10.00 8.58

2. BUSINESS PERFORMANCE

The key highlights of the Company's financial performance during the Financial Year2015-16 are given herebelow:-

> Revenue increased by 15.80% toRs. 1715.27 Croresfrom Rs. 1481.21 Crores in thelast Financial Year.

> EBITDA increased by 21.05% toRs. 243.34Crores; EBITDA margins increased by 62 bpsto 14.19%.

> Net Profit increased by 16.72% to Rs. 120.28 Crores from Rs. 103.05 Crores in thelast Financial Year.

> Net Profit margins increased to 7.01 %.

> Total retail outlets increased from 207 to 250 during the Financial Year.

3. PERFORMANCE OVERVIEW (A) FINANCIALS

Your Company has been able to show a healthy growth on the key financial metrics forthe year despite the market scenario being uncertain and competitive activity increasingin the year. Your Company continues its journey of profitable growth driven by the strongfundamentals of operating model overwhelming desire to serve customers and the endconsumer and continued focus on the long term business plan.

• Sustained focus on consumer needs and quality

• Focus on value growth along with sustainable volume growth

• Aggressive Expansion in new/ under - penetrated geographies

• Increased presence in new / emerging channels (Modern Trade E- Commerce)

• Investment on strengthening brands

• Robust cost control with margin improvement initiatives

• Manufacturing Excellence and Quality Improvement

• Identification and Implementation of value creation projects to aid bottom-lineimprovement

• Strategic procurement of material to maintain profitability

• EBITDA growth driving PAT growth for the Company

(B) NON-FINANCIALS - GROWTH ACROSS THE VALUE CHAIN Consumer Focus/ Product Innovation

Your Company continued its relentless efforts to understand the consumer and hasdesigned its portfolio in line with their changing tastes. Structured market researchapproach along with regular market sensing exercises have kept Your Company abreast withconsumer needs across different regional economic and demographic strata. Our focus onin- season launches with an optimal product portfolio has enabled us to deliver rightproducts at right price points at the right time. All our brands - Relaxo Flite SparxandBahamas have experienced good growth and success with our revised approach on building atargeted portfolio.

New product development is the key driver of consistent growth for our company. We havea very strong in-house design capability whose endeavor is to constantly innovatetechniques to provide cutting edge products at reduced costs. We have also launched aninnovation portal for our employees to crowd source the new product design ideas and arealso working towards establishing a dedicated R&D function within the organization.

We are bullish on the growth potential from organized retail and e-commerce platformsand have developed a dedicated portfolio to ensure healthy topline contribution from them.

With minimal impact to conventional trade channels. This has been a successful strategyfor FY16 and continues to be a focus area for FY17.

Trust in the brand is essential for its growth and we intend to invest heavily toensure this objective is met. As celebrity marketing has been studied and analyzed to bean effective lever to build trust in the brand this year we have engaged Salman Khan asthe brand ambassador for Bahamas. We believe Salman will successfully convey Bahamas astrendy youthful brand. We have also continued with Akshay Kumar as the brand ambassadorfor Sparx and Sonakshi Sinha as the brand ambassadorfor Flite.

Sales Channel Development

We have successfully implemented end-to-end distributor and retailer programs toimprove engagement levels and connect with our channel partners. The distributorengagement program has delivered incremental and sustainable benefits to Relaxo whileensuring a healthy relationship with our channel partners. The retailer based loyaltyprogram has helped in establishing direct connect with retailers and in rewarding theirefforts in promoting Relaxo brands.

We have also effectively enhanced our distribution coverage both by strengthening thepresence in current regions and expanding across new regions.

We continue to believe Flite PU to be a brand with high potential and have setupinitiatives to improve product offerings manufacturing standards and overall marketpresence. We will continue to focus on Flite PU brand in FY17. Retail continues to remaininstrumental in increasing brand visibility with its 250 stores spread across North andWestern India. In FY16 we focused on strengthening the back end infrastructure byimproving inventory control and building a flexible supply chain. We have also beensuccessful in adapting changes in technology to upgrade our ERP and reporting platforms.This has led to improved visibility across the system and is supporting better decisionmaking. Our structured store expansion has helped strengthen the Relaxo brand andfacilitate a strong connect of the company with the end consumer. We are also in theprocess of renewing our loyalty reward scheme and enabling digital payment facility forour customers via digital wallets. Our online shopping portal www.shopatrelaxo.com hasbeen redesigned and is performing with better conversion rates than initial estimates. InFY17 we plan to rollout a structured cost reduction initiative to optimize spending andimprove overall profitability of the Retail business.

With changing global sourcing patterns international brands are moving towards Indiafrom China to fulfill their contract manufacturing requirements. Relaxo is rightlypositioned to become a reliable partner for these brands. Branded label contractmanufacturing is being looked as a key growth area for Your Company in the medium term.Relaxo branded channel sales across international markets has also strengthened withMiddle East continuing to be our key revenue contributor owing to widespread Indiandiaspora and the Company's market understanding. We continue to focus on African andOceania markets as well and are well positioned to capitalize on the next wave of growthfrom these regions.

Procurement

Your Company was able to manage the material cost owing to effective monitoring of theraw material expenses and easing of prices in the international market. We were able toleverage technology for procurement by using e-auction platform which resulted in costreduction and improved efficiency.

Manufacturing

In order to support sustainable and profitable growth we took steps towardsmanufacturing excellence across key production units. The program aimed at improvingproductivity and reducing manufacturing costs with the help of world class manufacturingconcepts like Lean Manufacturing and Maynard Operation Sequence Technique (MOST) has beenrolled out in select plants. We have been successful in controlling manufacturing costs byoptimizing manpower utilization energy consumption and rationalizing miscellaneouscapital & operational expenses. Training & capability development programs for theworkforce were implemented to improve operational effectiveness at manufacturingfacilities.

We are also fulfilling our commitment towards environment by utilizing alternatesources of energy. We have successfully completed a pilot project to harness power bycommissioning a solar unit in one of our plants in Jan'16.

Technology

Technology is the backbone of Your Company and helps in integrating various functionson one platform thereby providing efficiencies in operations. Your Company tookimportant initiatives last year to support and transform the front end and back endfunctions. We have launched a realtime sales automation tool to enable our distributors toplace orders and track them. Keeping in line with the technology trends we are movingtowards cloud based solutions to improve overall system resilience and accessibility.

Supply Chain Optimization

Supply chain remains one of the key areas for enabling growth of Your Company. Focusedinitiatives have been implemented towards improvement in utilization of existingdistribution network and optimizing inventory. In order to service our channel partnersfaster and better. Regional Distribution Center (RDCs) operations have been furtherstrengthened. Forward looking supply and capacity planning has been carried out for bothplants and warehouses to support future growth.

We plan to continue to ensure close coordination between Manufacturing Supply Chainand Sales to ensure on-time fulfilment of demand while maintaining optimum inventorylevels. We also plan to continue focusing on fulfilling requirements of ournon-distribution channels like Modern Trade Retail and Exports.

People Focus

Over the last year the HR function in Your Company has been continuing thetransformation journey towards becoming a high performance function. Following keyinitiatives were delivered in FY16:

a) Culture assessment: Your Company sales and capabilities are growing at a rapidpace. It is imperative that the culture also evolves at a commensurate pace. The currentexercise of culture assessment has identified levers & HR interventions are planned totake it to the next level.

b) Employee Stock Options Program (ESOP): Select group of employees depending upontheir nature of job and criticality of the position that they handle were granted sharesin 2014 under the ESOP 2014 scheme (RFL ESOP PLAN -2014). Shares were vested in August2015 as per

the policy.

c) Employee Engagement- Your Company is focused on creating an employee friendlyworkplace. To increase employee engagement employees are given forums to raise theirissues and look outside of their core role via one-on-one sessions and skip-levelsessions. For our workmen we organized Workmen Family Connect Programs in our Plants.

d) Leadership Development: Crucibles a Leadership Development Programme is a finemix of Classroom Trainings On the Job Cross Functional Projects and Coaching sessionsaimed at developing leaders from within Relaxo. Crucibles was carried out successfully inits second year run.

e) Training and Development: We imparted functional and behavioural trainings forall departments. Last year we covered 82% of the employees as part of the trainingprogram.

f) Reward and Recognition: Recognition programs such as Function wise Star Employeeof the Quarter Award has been running successfully.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report forms an integral part of this Reportand gives details of the overall industry structure developments performance and stateof affairs of the Company's business internal controls and their adequacy riskmanagement systems and other material development during the Financial Year.

5. DIVIDEND

Board of Directors in their meeting held on 14th May 2016 have recommended a finaldividend of 60% i.e. Re 0.60 per equity share for the Financial Year ended 31st March2016. The Proposed Dividend is subject to the approval of shareholders at the AnnualGeneral Meeting to be held on 15th September 2016.

6. TRANSFER TO RESERVE

We propose to transfer Net Profit of Rs. 110.00 Crores to the General Reserve. Anamount ofRs. 2.67 Crores is proposed to be retained in profit & loss account.

7. PUBLIC DEPOSITS

Your Company has not invited or accepted any Deposits within the meaning of Sections 73& 74 of the Companies Act 2013 read together with the Companies (Acceptance ofDeposits) Rules 2014 from Public during the year under review.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI (LODR) Regulations 2015 forms an integral part of theReport. The requisite certificate from the Statutory Auditors of the Company M/s Gupta& Dua Chartered Accountants confirming compliance with the conditions of CorporateGovernance is attached to the Report of Corporate Governance.

9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL81PARTICULARS OF EMPLOYEES

In accordance with Section 178 of the Companies Act 2013 read with rules issuedthereunder and Clause 49 of Listing Agreement the Board of Directors at their meetingheld on 10th May 2014 formulated the Nomination & Remuneration Policy of YourCompany. The salient aspects covered in the Nomination and Remuneration Policy coveringthe policy on appointment and remuneration of Directors and other matters have beenoutlined in the Corporate Governance Report which forms part of this Report. TheNomination and Remuneration Policy is available on the website of the Company at thefollowing link http://www.relaxofootwear.com/pdf/Nomination-and- remuneration-policy.pdf.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ Employees of Your Company is set out in Annexure -Ato this Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During Financial Year 2015-16 Mr. Deval Ganguly was reappointed as Whole Time Directorfor another period of three years w.e.f. 5th November 2015 by the Shareholders in theAnnual General Meeting held on 24th September 2015. During the year Mr. Vikas Kumar Takwas appointed as Company Secretary pursuant to the provisions of Companies Act 2013.

Mr. Nikhil Dua Executive Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offered himself for re-appointment.

Your Directors recommend his appointment as the Director of the Company.

The term of Mr. Nikhil Dua as Whole time Director is going to expire on 30th September2016. He is to be reappointed for anothertermof 1 yearw.e.f. 1st October 2016 if approvedby Shareholders in the forthcoming Annual General Meeting.

11. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In terms of provisions of Companies Act 2013 read with Rules issued thereunder andSEBI (LODR) Regulations 2015 the Board of Directors on recommendation of the Nominationand Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) forthe Financial Year 2015-16. Directors were evaluated on their contribution atBoard/Committee Meetings and guidance/support to the management outside Board /CommitteeMeetings.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities. Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.

The Committees of the Board were assessed on the basis of degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The Independent Directors performance evaluation was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole.

12. NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the Financial Year the detail of which is given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two consecutive meetings was within the period prescribed by the CompaniesAct 2013.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

14. TRAINING OF INDEPENDENT DIRECTORS

The Company makes presentation to the new Independent Directors about the Company'sstrategy operations products organization structure finance human resource andfacilities. During the year. Company had arranged presentations for the IndependentDirectors on the Business Operating Plans Capital Expenditure Plans Business StrategyHR Policies Outsourcing Strategy Compliance Process. Further at the time of appointmentof an Independent Director the Company issued a formal letter of appointment outlininghis / her role function duties & responsibilities as an Independent Director. Theformat of the letter of appointment is available on our websitehttp://www.relaxofootwear.com/terms-condition.aspx.

15. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 with regard to Director'sResponsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same.

b) the Directors have 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 312016 and of the profit ofthe Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a 'going concern' basis.

e) the Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

16. AUDITORS

The Statutory Auditors of the Company M/s. Gupta & Dua Chartered Accountants holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. The Company has received letter from them to the effect that theirre-appointment if made would be within the prescribed limits under Section 141 (3)(g) ofthe Companies Act 2013 and that they are not disqualified for re-appointment.

17. AUDITORS'REPORT

The observation of the Auditors on the Accounts for the year under report have beensuitably explained in the Notes to Accountsand do not requireany further clarification.

18. SECRETARIAL AUDITOR

Pursuant to the provisions of Section- 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Your Companyhas appointed M/s Vivek Arora Company Secretaries to conduct the Secretarial Audit ofthe Company for the Financial Year 2015-16.The Secretarial Audit Report for the FinancialYear 2015-16 forms part of the Annual Report as Annexure-B to the Board's Report.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as"Annexure-C"tothisReport.

20. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of the business and on the arm'slength basis and were in compliance with the applicable provisions of the Companies Act2013 ('the Act') the Listing Agreement and SEBI (LODR) Regulations 2015. During the yearthe

Company had not entered into any contract/arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of Related Party Transactions that would have required Shareholders approvalunder Clause 49 of Listing Agreement or Regulation 23 of SEBI (LODR) Regulations 2015.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://www.relaxofootwear.com/pdf/policy-for-transactions- with-related-Parties.pdf.

Your Directors draw attention of the members to Note No. 30 to the Financial Statementswhich sets out related party disclosures.

The form AOC-2 pursuant to section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure-D to thisReport.

21. DETAILS OF LOANS GUARANTEES & INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are as follows:-

a) Details of investments made by the Company as on 31st March 2016 (includinginvestments made in previous years).

(i) Investment in equity shares Nil

(ii) Investment in debt instruments :Rs. 50.00 Lacs

b) . Detailsof loans given by the Company Nil

c) . There are no guarantees issued by Your Company in accordance with Section 186 ofthe Companies Act 2013 read with the Rules issued thereunder.

22. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risksandincorporates risk treatment plans in its strategy. The Internal Audit Departmentfacilitates the execution of Risk Management Practices in the Company in the areas ofrisk identification assessment monitoring mitigation and reporting. The Company haslaid down procedures to inform the Audit Committee as well as the Board of Directors aboutrisk assessment & management procedure and status.

The Company has policy to hedge most of the payments of foreign currency in order toreduce risk of volatile international market of foreign exchange.

All properties including building plant machinery furniture fixture stock andstock in transit of the Company have been properly insured against all kind of risks.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility committee has recommended to the Board a CorporateSocial Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company which has been approved by the Board. The Corporate Social Responsibilitycommittee comprises of Mr. Ramesh Kumar Dua - Chairman Mr. Mukand Lai Dua -Member Mr.Pankaj Shrimali - Member and Ms. Deepa Verma-Member.

The CSR Policy is available on the Company's website at the linkhttp://www.relaxofootwear.com/pdf/Corporate-Social- Resonsibility-policy.pdf.

The CSR Policy outlines the CSR vision of Your Company which is based on embeddedtenets of trust fairness and care. The Company during the year paid ^ 1.62 Crore directlyto Prime Minister Relief Fund on 15th July 2015towards the obligation of CSR expendituredue for Financial Year 2014-15.

The Company has formed a society namely Relaxo Foundation to undertake all CSRinitiatives of the Company. During the year Relaxo Foundation is in discussion with worldrenowned NGO's for construction of public toilets at select utility areas and otheractivities.

For the Financial Year 2015-16 CSR spending at average net profit of three precedingFinancial Years works out to Rs. 2.05 Crores which has been transferred to RelaxoFoundation for carrying out CSR activities.

The Annual Report of the CSR activities is annexed herewith marked as Annexure-E.

24. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on March 312016 comprises of the following Directors:

Mr. Pankaj Shrimali (Chairman & Independent Director) Mr. Kuruvila Kuriakose(Independent Director) Mr. Vivek Kumar (Independent Director) and Mr. Nikhil Dua(Executive Director).

Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

25. VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andClause 49 of Listing Agreement. The copy of the policy is available at Company's websiteat http://www.relaxofootwear.com/pdf/Vigil-Mechanism- Policy.pdf.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working at Relaxo Footwears Limited. The Company always tries to createand provide an environment that is free from discrimination and harassment includingsexual harassment. A policy on Prevention of Sexual Harassment at Workplace is in place.The policy aims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour.

An Internal Complaints Committee (ICC) is available at each of the units and offices ofthe Company as per the requirements of the law. The ICC is responsible for redressal ofcomplaints related to sexual harassment. Your Company has been regularly conductingsensitization sessions for all its employees so as to create awareness about the subjectand the law governing the same including their rights of redressal and the punishmentsapplicable in case of any misconduct. The Company has also displayed posters regarding thesubject across all plants and offices so as to reinforce the message that SexualHarassment is a punishable offence.

Your Directors are happy to report that there has been no complaints of SexualHarassment and it is our constant endeavour to ensure that we provide harassment freesafe and secure working environment to all employees specially for women.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status of Your Company and its operation in future.During the year. Company has amicably settled the on-going protracted litigation inrespect of Trade Mark "SPARX". The Company has executed and completed allthe formalities for assignment of Trade Mark "SPARX" in favour of RelaxoFootwears Limited.

28. CREDIT RATING

During the year under review ICRA has reaffirmed Long term rating of the Company asICRA A+ and the outlook for long term rating has been upgraded from stable to positive.

During the year ICRA has upgraded short term rating to A1 + and has assigned A1 + topnotch rating to the Company for commercial paper of Rs. 30.00 Crores.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in Annexure-FtothisReport.

30. EMPLOYEES STOCKOPTION SCHEME

The Nomination & Remuneration Committee of the Board of Directors of the Companyinteralia administers and monitors the Employees Stock Option Plan of the Company inaccordance with the applicable SEBI Guidelines. The Company currently administers EmployeeStock Option Plan 2014 ("RFL ESOP PLAN-2014") for employees of the

Company by granting shares thereunder. Accordingly the ESOP Plan was formulated inaccordance with the SEBI Guidelines. The approved ESOP Plan authorized the committee tocreate offer and grant 900090 (Nine lac and Ninety only) options of face value ofRs.1.00 to the eligible employees of the Company from time to time in one or moretranches however subsequent to Bonus Issue in the ratio of 1:1 the total number ofavailable ESOP options have been doubled to 1800180 (Eighteen Lac One Hundred and Eightyonly) options of face value of Rs.1.00 and simultaneously reducing the Grant Price to halfaccordingly. The details as per the requirements of SEBI Guidelines are annexed and formpartofthis Report as Annexure-G.

31. CHANGE IN SHARE CAPITAL

During the year under review the Company has issued Bonus Shares in the ratio of 1:1i.e. one bonus share of Rs. 1.00 to every shareholder holding equity share ofRs. 1.00. Thetotal of 60006000 bonus shares were issued by the Board of Directors in their meetingheld on 3rd July 2015 thereby increasing the share capital byRs. 60006000/-.

During the year under review the Company has issued and allotted 27700 equity sharesofRs. 1.00 each fully paid up on exercise of stock options by the eligible employees underthe Employee Stock Option Plan 2014 (RFL ESOP PLAN -2014) thereby increasing the paid upshare capital byRs. 27700/-.

32. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

The Company has a well placed proper and adequate Internal Financial Control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's Internal Financial Controlsystem also comprises of Company's Policies Standard Operating Procedures (SOPs) Auditand Compliance by in-house Internal Audit Division. Internal Auditors independentlyevaluate the adequacy of internal controls processes and transactions in value terms.Independence of the Internal Audit is ensured by direct reporting to the Audit Committeeof the Board.

To further strengthen the internal control process the Company has developed a verycomprehensive Compliance Management Tool with the help of external expert agency whichdrills down the responsibility of Compliance from top management to executive level. Thisprocess is fully automated and generate alerts for proper and timely compliance withregular MIS.

33. CEO AND CFO CERTIFICATION

Pursuant to the requirement of Regulation 33(2)(a) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the CEO and CFO certification is attachedherewith the Annual Report. The Managing Director and the Chief Financial Officer alsoprovide quarterly certification on Financial Results while placing the Financial Resultsbefore the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

34. ACKNOWLEDGEMENT

Your Directors express their gratitude to the Company's shareholders business partnersand suppliers for their understanding and support. The Directors also take thisopportunity to thank Banks Government and Regulatory Authorities and Stock Exchanges fortheir continued support. Finally Your Directors acknowledge the dedicated servicesrendered by all employees of the Company.

For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lai Dua
Delhi 14th May 2016 Managing Director Whole Time Director