The Directors are pleased to present the Ninety-Ninth Annual Report on the business and operations of the Company (‘Raymond Limited’ or ‘RL’) together with the Audited Financial Statements for the financial year ended March 31,2024 (“year under review”).
1. CORPORATE OVERVIEW AND GENERAL INFORMATION
The Company was incorporated in 1925 and has thereafter transformed from being an Indian textile player to a large, diversified group with leadership position in Textile and Apparel sectors and enjoys a formidable position across industries such as Engineering and Real Estate.
With a strong financial performance during FY2023-24 by all the businesses in the Raymond Group and purposeful strides on strategic milestones, the Company is making steady progress towards its objective of value creation for all stakeholders.
The business continues to build capacities for enhanced performance and delivery across verticals with innovative products and services as well as technology adoption that includes digitisation and automation. As the inevitable march of technology continues, the Company has positioned itself at the forefront of this movement to enable futuristic growth and sustained value creation backed by future-ready eco-systems, AI, machine learning, advanced analytics, and more.
The ongoing demerger of lifestyle business will enable us to unlock the potential of the Lifestyle Business through a new listed entity with existing business of Branded Textile, Branded Apparel & Garmenting. The Company is exploring newer avenues to continue to enhance shareholder value. With this objective, the Company has forayed into sunrise sectors of Aerospace, Defense and EV components business.
The Indian economy is expected to continue its journey of growth, with key demand driver being its growing population of young and aspiring professionals. This presents an opportunity for the Raymond Group as the Company has aggressively expanded its retail network across the country.
During the year, the Company’s Real Estate business delivered stellar performance showing customer confidence and acceptance of Company’s high-quality product coupled with a fast-paced construction momentum in the ongoing projects. The first 3 towers of the Company’s project - TenX Habitat were delivered 2 years ahead of RERA timeline which helped build customer confidence and trust in the Company. In a bid to expand the Real Estate business, the Company has adopted the strategy of Joint Development Model and the Company’s first JDA project in Bandra, Mumbai has witnessed strong booking momentum, which demonstrates our capability and trust built with the customers.
2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS
A summary of your Company’s financial results for the FY2023-24 is as under:
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(Rs. in Crore)
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Particulars
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Standalone
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Consolidated
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March 31,2024
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March 31,2023
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March 31,2024
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March 31,2023
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|
Revenue from operations
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6593.32
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5779.56
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9019.51
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8214.72
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Operating Profit / (Loss)
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741.35
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662.07
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915.70
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829.06
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Tax Expenses / Credit (Incl. Deferred Tax)
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(176.49)
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(150.44)
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(222.67)
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(200.35)
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Minority Interest and Share in Profit of Associates & Joint Ventures
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-
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-
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5.30
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7.79
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Profit after Tax
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526.67
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410.46
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1643.07
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536.96
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The Standalone Gross Revenue from operations for FY2023-24 was H 6593.32 crore (Previous Year: H 5779.56 crore) registering a growth of 14% over previous year. The Operating Profit increased by 12% from H 662.07 crore in the previous year to H 741.35 crore in the current year. The Net Profit for the year stood at H 526.67 crore, higher by 28% over previous year Profit of H 410.46 crore.
The Consolidated Gross Revenue from operations for FY2023-24 was H 9019.51 crore (Previous Year: H 8214.72 crore) registering a growth of 10% over previous year. The Consolidated Operating Profit increased by 10% from H 829.06 crore in the previous year to H 915.70 crore in the current financial year. The Consolidated Profit after tax
stood at H 1643.07 crore, higher by 205% over previous year profit of H 536.96 crore.
The Standalone Segment Revenue from operations for FY2023-24 (a) Textile: Branded Fabric was H 3443.26 crore (Previous Year: H 3360.40 crore), (b) Real Estate and Development of property H 1592.65 crore (Previous Year:
H 1115.14 crore).
There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report except those which are disclosed in this Report. There were no material events that had an impact on the affairs of your Company.
There is no change in the nature of your Company’s existing business during the year under review. The Company has acquired Engineering and Aerospace business through its subsidiary companies during FY2023-24. Further, the FMCG business of Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited), an associate company was sold for a total consideration of H 2,825 crore during the year under review.
3. SHARE CAPITAL
The paid-up Equity Share Capital as at March 31,2024 stood at H 66.57 crore. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report.
During the year under review, the Company has not issued any shares with differential voting rights or sweat equity or warrants.
As on March 31,2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
There is no instance where the Company failed to implement any corporate action within the specified time limit.
During the year under review, 14,02,886 stock options were granted and 9,00,945 stock options were active as on March 31,2024.
4. DIVIDEND AND RESERVES
Considering the profits of the Company and the fact that the next year would be a centenary year, the Board of Directors have recommended payment of H 10 (Rupees Ten only) (100%) per equity share of H 10 (Rupees Ten only) each as final dividend for the FY2023-24. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company and would result in appropriation of H 66.57 crore (inclusive of TDS).
As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is available on the Company’s website at https://api.raymond.in/uploads/ investor/1662102247469Dividend%20Distribution%20 Policy.pdf
During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.
5. SCHEME OF ARRANGEMENT AND ACQUISITION
Scheme for demerger of Lifestyle Business
The Board of the Company at its meeting held on April 27, 2023 approved the Composite Scheme of Arrangement between Raymond Limited and Raymond Lifestyle Limited (“RLL”) (formerly known as Raymond Consumer Care Limited) and Ray Global Consumer Trading Limited and their respective shareholders (“Scheme”).
The Scheme inter-alia provides for:
• Demerger of the lifestyle business from Raymond Limited (“RL”) and the lifestyle business carried out through subsidiaries of RL along with its strategic investment in Ray Global Consumer Trading Limited (“RGCTL”) into RLL and issuance of equity shares of RLL to all the shareholders of RL through Composite Scheme of Arrangement (“Demerger”); and
• Amalgamation of RGCTL with RLL along with the consequential reduction and cancellation of the paid-up share capital of RLL held by Ray Global Consumer Trading Limited.
Consequent to the Scheme becoming effective, Raymond Limited will continue to carry on the Real Estate business along with Engineering and Denim business by itself and through its subsidiaries. Raymond Limited and RLL will be two listed entities with significant liquidity surplus available for growth. This will facilitate focused investor opportunities and better access to capital with a clear strategy and specialization for sustainable growth and profitability for both Lifestyle and Real Estate business.
The Scheme is in the final stage of approval with the Hon’ble National Company Law Tribunal.
Acquisition of Maini Precision Products Limited and Scheme for consolidation of Engineering Business between subsidiary companies
During the year under review, the Board of Directors of Ring Plus Aqua Limited (“RPAL”), step-down subsidiary of Raymond Limited, approved the acquisition of the business of Maini Precision Products Limited (“MPPL”) by way of secondary acquisition for a total cash consideration of H 682 crores such that RPAL shall directly own 59.25% shareholding in MPPL in accordance with the share purchase agreement entered by and between RPAL and shareholders of MPPL. The acquisition enabled Raymond group to foray into sunrise sector such as aerospace, defence and electric vehicle component space.
The Board of Directors of JK Files & Engineering Limited (“JKFEL”), wholly owned subsidiary of the Company, RPAL and MPPL at their respective board meetings held on November 3, 2023, approved consolidation of engineering business into JKFEL Tools and Technologies Limited (“JKTTL”),newly incorporated wholly owned subsidiary of Raymond Limited by way of a Composite Scheme of Arrangement between JKFEL, RPAL, MPPL and JKTTL and their respective shareholders.
6. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR
The Scheme of arrangement for consolidation of Engineering Business was further amended by the Board of Directors of respective subsidiary companies at their meetings held in the month of May, 2024. The amended Scheme envisages demerger of aerospace and defence business of JKTTL into Ray Global Consumer Enterprise Limited, a wholly owned subsidiary of the Company.
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7. DEBT SECURITIES & CREDIT RATING
During the year under review, your Company has not issued any new listed Debt Securities. In accordance with the repayment schedule, Non-Convertible Debentures (“NCDs”) issued under Series L, M and N were redeemed by the Company during the year under review.
The details of listed NCDs outstanding as on March 31,2024 are as under:
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Series
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Date of allotment
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Amount (H in Crore)
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Redemption date/
Coupon
Schedule
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Credit Rating at the time of NCD issue
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Series P
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February 10, 2021
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200
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9.00% p.a. Equal Instalments on February 09, 2028; February 09, 2029; February 09, 2030; February 09, 2031
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CARE AA-
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Series Q
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December 27, 2021
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100
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7.60% p.a. December 26, 2024
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CARE AA-
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Total
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300
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- -
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|-
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Axis Trustee Services Limited is Trustee for aforesaid NCDs.
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During the year, the Company had issued 17,000 NCDs amounting to H1,700 Crore to RLL, an associate company of the Company for repayment of external debt and growth capital. On approval and implementation of the Composite Scheme of Arrangement dated April 27, 2023 all inter company balances between RL and RLL shall stand cancelled.
Thus, in effect, NCDs invested by RLL will get cancelled. The investment made by RLL into RL has reduced debt of the lifestyle business resulting in savings of interest being incurred on such debt.
8. FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.
The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards (“Ind-AS”) as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.
9. RELATED PARTY TRANSACTIONS
The Company undertakes related party transactions with its subsidiaries and group companies engaged in manufacture and trading of textiles, branded apparel and garmenting business.
The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act and Listing Regulations. Omnibus approval is obtained on a yearly basis and as and when any increase in limit is required for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are verified by the Corporate Risk Assurance Department and details of all related party transactions are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.
All transactions entered with related parties during the year under review were on arm’s length basis and not material in nature in terms of Section 188 of the Act and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.
Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a framework for the purpose of identification and monitoring of such related party transactions.
The Company has put in place a mechanism for certifying the related party transactions statements placed before the Audit Committee and the Board of Directors by an independent chartered accountant firm. The firm reviews that the Related Party Transactions are at arm’s length and in the ordinary course of business and a certificate to that effect is placed before the Audit Committee and Board of Directors at quarterly meetings.
The Board of Directors have formulated a Policy on dealing with Related Party Transactions. The policy is
available on the website of the Company and can be accessed at the link https://api.raymond.in/uploads/ investor/1675436356278Related%20Party%20 Transaction%20Policy.pdf.
None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission and sitting fees.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.
11. PERFORMANCE OF SUBSIDIARIES
Separate audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining copy of the same. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at www.raymond.in. During the year under review, Ultrashore Realty Limited (formerly known as Colorplus Realty Limited) and Sanven Apparel Limited (formerly known as Raymond Apparel Limited) ceased to be subsidiaries of the Company.
Further, Ten X Realty East Limited, Ten X Realty West Limited were incorporated as step down subsidiaries and JKFEL Tools and Technologies Limited was incorporated as wholly owned subsidiary of the Company during the year under review. The Board of Directors at its meeting held on May 3, 2024 approved acquisition of 100% stake in Ray Global Consumer Enterprise Limited from Ray Global Consumer Products Limited which is a wholly owned subsidiary of Ray Global Consumer Trading Limited, an associate company of the Company.
The performance in brief for the major subsidiary and joint venture companies is given hereunder:
Domestic subsidiaries
Raymond Luxury Cottons Limited (‘‘RLCL”)
RLCL had proposed an Offer for Buyback of shares on April 27, 2023 wherein Raymond Limited did not participate.
The remaining shareholders of RLCL tendered their shares and consequently effective from closure of buyback i.e., April 28, 2023, RLCL became a wholly owned subsidiary of the Company.
RLCL manufactures high value fine cotton and linen shirting for both domestic and international customers. The revenue from operations of RLCL for FY2023-24 was at H 830.07 crore (Previous Year: H 761.98 crore).
Profit after tax was H 22.27 crore (Previous Year: Profit of H 15.63 crore).
Silver Spark Apparel Limited (‘‘SSAL”)
SSAL has a reputed overseas clientele for formal suits, jackets and trousers and the export order book led to a strong sales growth performance. The Standalone Gross Revenue of SSAL for FY2023-24 stood at H 821.89 crore (Previous Year: H 773.92 crore). SSAL has earned Profit after tax of H 46.73 crore (Previous Year:
H 23.78 crore). The Consolidated Gross Revenue of SSAL for FY2023-24 stood at H 1018.99 crore (Previous Year:
H 932.66 crore). SSAL has made a Profit after tax of H 59.60 crore (Previous Year: Profit of H 42.76 crore) on consolidated basis.
Everblue Apparel Limited (‘‘EbAL”)
EbAL has a world-class denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of EbAL for FY2023-24 stood at H 103.96 crore (Previous Year: H 99.79 crore). EbAL has recorded a Loss after tax of H 0.17 crore (Previous Year: Profit of H 0.77 crore).
Celebrations Apparel Limited ("CAL”)
The Gross Revenue of CAL for FY2023-24 stood at H 1.03 crore (Previous Year: 1.03 Crore). CAL earned a Profit after tax of H 0.64 crore (Previous Year: Profit of H 0.57 Crore).
Raymond Woollen Outerwear Limited ("RWOL”)
During the year under review, RWOL earned profit after tax of H 0.09 crore (Previous Year: Profit of H 0.07 crore).
JK Files & Engineering Limited ("JKFEL”) (Formerly known as JK Files (India) Limited)
JK Files & Engineering Limited manufactures steel files & cutting tools and markets hand tools & power tools. It is the leading manufacturer of steel files in the world with a sizeable domestic market share.
JKFEL reported a Consolidated Gross Revenue of H 860.52 crore for the FY2023-24 (Previous Year: H 864.08 crore). JKFEL registered a consolidated profit before exceptional item of H 94.61 crore (Previous year: H 101.89 crore). JKFEL registered a consolidated Profit after Tax of H 46.82 crore (Previous Year: Profit of H 71.85 crore).
Ring Plus Aqua Limited ("RPAL”)
RPAL manufactures high quality Ring Gears, Flex-plates and Water-pump bearings. The Gross Revenue of RPAL for the FY2023-24 stood at H 431.12 crore (Previous Year:
H 374.80 crore). During the year under review, RPAL has made a Profit before tax of H 51.47 crore (Previous Year: Profit of H 51.81 crore).
JK Talabot Limited ("JKTL”)
JKTL manufactures files and rasps. During FY2023-24, the Gross Sales Revenue of this company stood at H 27.78 crore (Previous Year: H 30.81 crore). JKTL reported a Loss after tax of H 0.65 crore during FY2023-24 (Previous Year: Loss of H 0.23 crore).
Scissors Engineering Products Limited ("SEPL”)
SEPL registered a Profit of H 0.05 crore during the year under review (Previous Year: Loss of H 0.07 crore).
Raymond Realty Limited ("RRL”) (formerly known as Raymond Lifestyle Limited)
RRL has made a Loss of H 0.34 crore in FY2023-24 (Previous Year: Loss of H 0.91 crore).
Ten X Realty Limited ("TRL”)
TRL is a step-down wholly owned subsidiary of Raymond Limited, incorporated on December 24, 2021 as a wholly-owned subsidiary of Raymond Realty Limited (formerly known as Raymond Lifestyle Limited). The business of joint development (JD) of realty projects outside Thane within MMRDA and Navi Mumbai region has been undertaken by TRL. During the year under review, TRL has incurred a Loss of H 43.71 Crore (Previous Year Loss:
H 3.24 Crore).
Rayzone Property Services Limited ("RPSL”)
RPSL was incorporated on November 11, 2022 with an object to provide Facilities Management Services to residential as well as commercial and corporate sector. During the year under review, the RPSL incurred a loss of H 0.23 crore (Previous year: Loss of H 0.002 Crore)
Pashmina Holdings Limited ("PHL”)
PHL has made a Profit after tax of H 0.25 crore in FY2023-24 (Previous Year: Profit of H 0.20 crore).
Overseas subsidiaries
Jaykayorg AG ("Jaykay”)
Jaykay has recorded a Profit of CHF 28,570 (equivalent to H 0.21 crore) for the year ended December 31,2023 [Previous Year: Profit of CHF 8,777 (equivalent to H 0.07 crore)].
Raymond (Europe) Limited ("REL”)
REL has recorded a Profit of GBP 37,507 (equivalent to H 0.39 crore) for the year ended December 31,2023 [Previous Year: Loss of GBP 12,366 (equivalent to H 0.12 crore)].
R & A Logistics INC, USA (‘‘RALI”)
RALI has recorded a profit of USD 15,64,460 (equivalent to H 12.95 crore) for the year ended March 31,2024 [Previous Year: Profit of USD 6,29,920 (equivalent to H 5.07 crore)].
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. The Gross Revenue of SSME for FY2023-24 stood at H 181.20 crore (Previous Year:
H 187.84 crore). SSME has registered a Profit of H 16.34 crore (Previous Year: Profit of H 8.95 crore).
Silver Spark Apparel Ethiopia PLC (‘‘SSAEP”)
SSAEP is a step-down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is a wholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in the manufacturing of formal suits, jackets, trousers, and vest coats. The Gross Revenue of SSAEP for FY2023-24 stood at H 50.46 crore (Previous Year: H 55.09 crore). SSAEP has registered a Profit of H 14.09 crore (Previous Year: Profit of H 2.07 crore).
Raymond Lifestyle (Bangladesh) Private Limited (‘‘RLBPL”)
RLBPL was incorporated to expand Company’s footprint in Bangladesh. During the year under review, RLBPL incurred a loss of H 0.03 crore (Previous Year: Loss of H 0.01 Crore). RLBPL is yet to commence business operations. The Company has initiated process of liquidation of RLBPL.
Raymond America Apparel INC (‘‘RAAI”)
Silver Spark Apparel Limited, a wholly owned subsidiary of the Company had on April 25, 2023 acquired 100% stake in newly incorporated Raymond America Apparel INC. RAAI is yet to commence business operations and the gross revenue for FY2023-24 was nil.
Raymond UCO Denim Private Limited (‘‘RUCO”)
RUCO is a 50:50 JV company between Raymond Limited and UCO Denim Belgium.
RUCO is engaged in the business of manufacturing and marketing of denim fabrics and garments for both the domestic and international markets. In FY2023-24, revenue from Indian operations was H 790 crore (Previous Year: H 973 crore).
On a Standalone basis, RUCO has registered a Loss after tax of H 107.29 crore (Previous Year: Loss of H 6.98 crore). On Consolidated basis, RUCO has registered a Loss after tax of H 110.01 crore (Previous Year: Loss of H 6.65 crore).
12. MATERIAL SUBSIDIARY
Considering the criteria mentioned in Regulation 16 of the Listing Regulations, none of the subsidiaries of the Company qualifies as a Material Subsidiary of the Company for FY2023-24.
The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of Listing Regulations. The Policy has been uploaded on the website of the Company and the same can be accessed at https://www.raymond. in/investor/disclosures-under-regulation-46-of-the-lodr/ corporate-governance/code-of-conduct-policies
13. DIRECTORS & KEY MANAGERIAL PERSONNEL
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
All the Directors have also affirmed that they have complied with the Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s businesses, which are detailed in the Report on Corporate Governance.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency selfassessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board and its Committees are provided in the Report on Corporate Governance.
As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:
1. Mr. Gautam Hari Singhania - Chairman and Managing Director,
2. Mr. Amit Agarwal - Chief Financial Officer, and
3. Mr. Rakesh Darji - Company Secretary.
During the year under review, Mr. K Narasimha Murthy (DIN: 00023046) was appointed as an Independent Director w.e.f. April 21,2023. Further, Mr. Shiv Surinder Kumar (DIN: 08144909), Independent Director, retired effective from February 14, 2024 on account of completion of first term as an Independent Director of the Company.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:
a) in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. ANNUAL PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Nomination and
Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act, Regulation 17 and Part D of Schedule II to the Listing Regulations.
The Board has carried out the annual performance evaluation of its own performance, of Committees of the Board and of the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.
The Independent Directors of the Company met on March 29, 2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and 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 entire Board.
The Directors expressed their satisfaction with the evaluation process.
Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through Board calls on various topics. Specific items were also added in the Board agenda from a governance perspective.
16. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.
The Nomination, Remuneration and Board Diversity Policy is available on the Company’s website viz. https://www. raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies
The Policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Company’s business strategies, values, key priorities and goals are in harmony with their aspirations. The Policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender are considered at the time of appointment.
The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.
17. MEETINGS OF THE BOARD AND IT’S COMMITTEES
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, approval of the Board/Committee is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board/ Committee meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.
The Board met 9 (nine) times during the year under review and have accepted all recommendations made to it by its various Committees.
The details of the number of meetings of the Board held during the FY2023-24 and the attendance of Directors forms part of the Report on Corporate Governance.
18. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31,2024:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Committee of Directors (Stakeholders’ Relationship Committee)
d) Corporate Social Responsibility Committee
e) Risk Management & ESG Committee
The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of the Annual Report for the FY2023-24. During the year under review, all the committees were re-constituted to only include Independent Directors as members of the Committees.
19. AUDITORS & REPORTS OF THE AUDITORS
a) Statutory Auditor
Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) (an affiliate of Grant Thornton network) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on July 14, 2022 to hold office from the conclusion of the 97th AGM of the Company till the conclusion of the 102nd AGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
The Statutory Auditors’ Report forms part of the Annual Report. The Statutory Auditor’s report does not contain any qualification, reservation or adverse remark for the year under review.
During the year under review, there were no instance of fraud which requires the Statutory Auditors to report the same to the Central Government under Section 143(12) of Act and Rules framed thereunder. There was an instance of violation of Code of Conduct of the Company by an employee, falling within the definition of fraud, discovered by the management. Company has taken appropriate action against the concerned employee and have taken steps to further strengthen the internal controls during the year. The amount involved was less than H 1 crore.
b) Cost Auditor
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division and Real Estate Division. The Cost Audit Report for the year ended March 31,2023 for the Textile and Real Estate Division was filed with the Central Government within the prescribed time.
The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number: 000010) as Cost Auditor to audit the cost accounts of the Company’s Textile and Real Estate Divisions for the FY2024- 25. As required under the Act, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed DM & Associates Company Secretaries LLP (Firm Registration No. L2017MH003500) to undertake the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report is annexed as Annexure ‘A’ and forms an integral part of this Report.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11,2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company i.e. https://www.raymond.in/investor/ disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
The Secretarial Audit Report and Secretarial Compliance Report for the FY2023-24, do not contain any qualification, reservation, or adverse remark.
The Board of Directors at their meeting held on May 3, 2024 has appointed DM & Associates Company Secretaries LLP, (ICSI unique code - L2017MH003500) as the Secretarial Auditor for FY2024-25.
20. INTERNAL FINANCIAL CONTROL SYSTEMS, ITSADEQUACY AND RISK MANAGEMENT
Internal Financial Control and Risk Management
are integral to the Company’s strategy and for the
achievement of the long-term goals. Our success as
an organisation depends on our ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.
Your Company has effective internal controls and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of operations.
Ernst & Young LLP, Chartered Accountants were the Internal Auditors of the Company for the FY2023-24.
Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management & ESG Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.
The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.
In order to strengthen the whistle blower mechanism and to protect the identity of whistle blower, the Company has appointed M/s. KPMG to handle complaints received by the Company. They have provided a platform through which any person can report their complaint.
The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.
The Policy also provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.
A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. All incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.
The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https:// www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies. The Company affirms that no personnel has been denied access to the Audit Committee.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the FY2023-24, the Company has spent H 2.64 crore towards CSR activities approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were primarily under the thrust areas of promoting education & healthcare, women empowerment and conservation of natural resources.
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 ‘B’ and forms an integral part of this Report. The Company’s CSR Policy has been uploaded on Company’s website at https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies.
For details regarding the composition and terms of reference of CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
23. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.
Details of complaints received during the year under review under POSH Act are as under:
a. Number of complaints filed during the financial year: Four.
b. Number of complaints disposed of during the financial year: Four.
c. Number of complaints pending as on end of the financial year: NIL.
25. RAYMOND EMPLOYEES STOCK OPTION PLAN 2023 (“ESOP SCHEME”)
The Board of Directors of your Company at their meeting held on February 17, 2023 approved the Raymond Employees Stock Option Plan 2023. The ESOP Scheme was approved by the Members through Postal Ballot on March 27, 2023.
The Scheme was introduced by the Company in order to attract and retain talent, create a sense of ownership among the eligible employees and to align their medium and long-term compensation with the Company’s performance.
The ESOP Scheme has been implemented in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or reenactments) thereof for the time being in force) (“SEBI SBEB Regulations”). The certificate from the Secretarial Auditor on the implementation of the ESOP Scheme in accordance with the SEBI SBEB Regulations and the resolution passed by the members of the Company, has been uploaded on the website of the Company at https:// www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
The details of the stock options granted under the ESOP Scheme and the disclosures in compliance with SEBI SBEB Regulations are available on the website of the Company at https://www.raymond.in/investor/ disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
T Robust people practices have been instrumental in carving out Raymond’s transformation journey. Your company built robust practices to elevate performance to higher standards by aligning organizational goals to departmental and individual goals. A periodic review mechanism ensures that employees stay focused and incorporate course correction through the feedback process.
Your company institutionalized a structured framework to identify critical talent within the organization and to educate them on business-critical skills and provide exposure through business-impact projects to improve their readiness to perform higher roles. The Raymond Leadership Competencies continues to pivot decisions on career progression and succession. Your company collaborates with top notch Indian and Global management institutes to design and deliver these programs. A differentiated compensation philosophy ensures that critical talent are paid competitively. This dual pronged approach has helped enhance the retention of critical talent.
Your company bagged several awards during the year.
The Lifestyle business won India’s Retail Champions 2024 award in the Apparel and Lifestyle category by Retail Association of India, Employee Excellence Award 2023 by the Economic Times, The Most admired marketing campaign of the year by 22nd Annual Images Fashion Awards and The Button Hole Award by 39th World Federation of Master in Biella, Italy. In total, the Lifestyle business won 20 awards.
The Realty business won 7 awards during the year.
The Emerging Developer of the Year (National) at The Economic Times Real Estate Awards 2024, Best Organization for Women by ET Now and ET People Business’ The Great Manager Awards are a notable few.
The Engineering business won the Most Innovative Product Award” at International Hardware Fair India 2023 and the 52nd and 53rd edition awards conferred by Star Awards for Hand tools, Large Enterprise.
During the year under review, the industrial relations remained cordial and peaceful..
27. QUALITY AND ACCOLADES
Your Company continues to win awards year-afteryear, reiterating its credible market position. Some awards received during FY2023-24 by the Company, its subsidiaries are as given below:
• Realty Business:
- Iconic Residential Developer of the Year & Iconic Marketed Project for the Year -The Address By GS.
- Emerging Developer of the Year (National) at The Economic Times Real Estate Awards 2024.
- Big Impact Awards 2024 - Ultra Luxury Project of the Year from Big FM- Invictus by GS Project.
- Design Innovation and Operational Excellence Award for Residential Projects at the Society Interiors Design Competition & Awards 2024.
- Iconic Marketed Project and Iconic Project of the Year at Times Real Estate Conclave Awards 2024- The Address by GS, Bandra Project.
- Best Organization for Women 2024 by ET Now.
- FSBI recognizes Ten X Habitat project for leading in construction safety with passive fire products.
• Lifestyle Business:
- Most admired marketing campaign of the year by 22nd Annual Images Fashion Awards.
- Most admired launch of the year, Flagship store, by 22nd Annual Images Fashion Awards.
- Images most admired retailers of the year, Innovation in visual Merchandising by Images Retail Awards 2023.
- India’s Retail Champions 2024 award in the Apparel and Lifestyle category by Retail Association of India.
- TRRAIN Retail Award 2024 - PWD Category by Retail Association of India.
- Emerging Retail Brand of the Year by Economic Times Great India Awards Forum.
- Outstanding contribution to the Retail Industry by Retail CFO Summit, RAI.
- Best Green Factory by Apparel Sourcing Week 2023.
- Best Plant Safety Award by 53rd National Security Award.
- India’s Most Agile HR Leaders by Sapphire Connect.
- Employee Excellence Award 2023 by the Economic Times.
- Best Practices in Diversity and Inclusion by 3rd CHRO Confex & Awards 2024.
- HR Excellence in L&D by 3rd CHRO Confex & Awards 2024.
- Most Influential Marketing Leader by BW Business world.
- Retail Marketing Campaign of the Year -Offline by Global Awards for Retail Excellence by Retail & Shopping Centre Congress and Awards 21st edition.
- Best Marketing & Branding Campaign at 7th Edition Future of Retail, Distribution & E-commerce Summit & Awards 2024, by UBS Forums.
- Women Retail Icon of the Year by UBS Forums Pvt. Ltd.
- Button Hole Award by 39th World Federation of Master in Biella, Italy.
- Appreciation Award in Nurture Quality Concepts for a better future by 37th National Convention on Quality Concept.
- Excellent Award by 37th National Convention on Quality Concept.
• Engineering Business:
- “Most Innovative Product Award” at International Hardware Fair India 2023 for the Product: Wood Carving Disc.
- Award at the 52nd edition for FY 2020 by Star Awards for Hand tools, Large Enterprise received in November 2023.
- Award at the 53rd edition for FY 2021 by Star Awards for Hand tools, Large Enterprise received in November 2023.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.
29. CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Secretarial Auditors confirming compliance forms an integral part of this Report.
30. 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 Form MGT-7 has been placed on the Company’s website and can be accessed at the following link: https://www. raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that stakeholders’ have placed in the Company. We consider disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. In compliance with Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) is annexed as Annexure ‘C’ and forms an integral part of this Report.
32. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)
A detailed disclosure with regard to the IEPF related activities undertaken by your Company during
the year under review forms part of the Report on Corporate Governance.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.
34. STATUTORY INFORMATION AND OTHER DISCLOSURES
(a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure ‘D’ and forms an integral part of this Report.
(b) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘E’ and forms an integral part of this Report.
(c) A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘F’ and forms an integral part of this Annual Report. The said Annexure is
not being sent along with this Annual Report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at corp.secretarial@ raymond.in. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/ her spouse and dependent 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 the Act, 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 application made 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 not applicable.
(f) The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
36. CAUTIONARY STATEMENT
Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.
37. ACKNOWLEDGEMENT
Your Directors wish to place on record deep sense of appreciation to the employees for their contribution and services. Company’s consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.
Your Directors thank the Government of India, the State Governments, various statutory and regulatory authorities for their co-operation and support to facilitate ease in doing business. Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.
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