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EQUITY - MARKET SCREENER

Raymond Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
500330
INE301A01014
272.2280551
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
RAYMOND
13.31
5733.66
EPS(TTM)
Face Value()
Div & Yield %
64.71
10
0.35
 

As on: May 26, 2022 03:44 AM

Dear Members,

Your Directors are pleased to present the Ninety Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2021 ("year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

Raymond Limited is India's premium clothing company at the forefront in the textiles and apparels space with resilient brands and a rich pedigree. Incorporated in the year 1925, your Company's deep-rooted values of Quality, Trust and Excellence enable it to retain a leading market share in woollen fabrics in India. Raymond is known and trusted for its innovative and premium products that cater to all the sections of the demography. With a legacy of almost a hundred years, Raymond Limited has a rich heritage and enjoys strong brand recall reaching customers from all walks of life and deliver products that they have trusted for generations. The Raymond Group has diverse interests ranging from Realty, Tools & Hardware, Auto Components, Denim, FMCG and Civil Aviation. Headquartered in Mumbai, the Company caters to its customers through a value chain reaching Tier-I to Tier- VI towns through The Raymond Shop, Made to Measure, Multi-brand outlets and Franchisee stores with textile manufacturing undertaken at its facilities located at Vapi, Chhindwara and Jalgaon.

R lso, the Company's foray into real estate business has received positive response from the customers. The Company's real estate aspirational project of smart housing in Thane, Maharashtra offers world-class amenities, sturdy construction with an eye for detail. Our premium product is being appreciated which is evident from the response from the customers even in a challenging year impacted by COVID-19 pandemic.

Ruring FY 2021, our Raymond Next platform proved to be the perfect medium to serve our customers in the digital space in which the boundaries of physical presence were pushed to phygital presence. The current pandemic has rewritten the rules for business with consumer buying behaviour changing by the day led by the growing thrust on digital. The challenging year meant that all costs had to be challenged and no capital expenditure programmes be undertaken. We made a strong commitment to supporting our Dealer network and as and when the COVID-19 pandemic eased up, the pent-up demand was met with a zealous marketing strategy. The Company is working on a strategy to contemporize its retail identity to ensure visual clarity among multiple channels.

Rs we continue to build capacities for enhanced performance and delivery across verticals, demerging the core Lifestyle Business is an affirmative step that will also simplify the Group structure. This 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.

Rour Company continues to modernize its manufacturing and supply-chain operations and with the advent of foreign players in the online shopping medium, has invested in the e-commerce portal which continues to gain traction with the post-millennials.

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

2. FINANCIAL SUMMARY AND HIGHLIGHTS

R summary of your Company's financial results is as under:

Standalone

Consolidated

Rs in Crore

Rs in Crore

^March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from operations 1752.41 3186.39 3446.47 6482.37
Operating Profit / (Loss) (176.49) 33.26 (455.08) (30.79)
Tax Expenses / Credit (Incl. Deferred Tax) (58.00) (24.42) (160.90) (42.84)
Minority Interest & Share in Profit of Associates & Joint Venture: - - (2.87) 145.99
Profit / (Loss) after Tax (118.49) 94.32 (303.65) 201.76

The Standalone Gross Revenue from operations for FY 2021 was Rs 1752.41 Crore (Previous Year: Rs 3186.39 Crore). The Operating Loss stood at Rs 176.49 Crore as against a Profit of Rs 33.26 Crore in the Previous Year. The Net Loss for the year stood at Rs 118.49 Crore against a Profit of Rs 94.32 Crore reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2021 was Rs 3446.47 Crore (Previous Year: Rs 6482.37 Crore), registering a negative growth. The Consolidated Operating Loss stood at Rs 455.08 Crore (Previous Year:

Rs 30.79 Crore). The Consolidated Loss after tax stood at Rs 303.65 Crore (Previous Year: Profit after tax: Rs 201.76 Crore) registering a negative growth.

The Standalone Segment Revenue from operations for FY 2021 (a) Textile: Branded Fabric was Rs 1571.48 Crore (Previous Year: Rs 2912.76 Crore), (b) Real Estate and Development of property Rs 141.06 Crore (Previous Year:

Rs 176.16 Crore) (c) Others: Apparels, Non-scheduled Airline operations was Rs 39.87 Crore (Previous Year: Rs 97.47 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 other than the impact of COVID-19 on the domestic and international business operations of the Company detailed in this Report as well as in Notes to the Financial Statements of the Company. Other than the COVID-19 pandemic, 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 business during the year under review.

3. DIVIDEND AND RESERVES

In order to conserve the resources by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors have decided not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2021. Your Company does not propose to transfer any amount to the Reserves.

Rationalisation and streamlining of operations to bring about efficiencies and reducing costs remains a top priority for the Company. Your Company builds businesses with long-term goals based on its intrinsic strengths in terms of its brands, manufacturing prowess, distribution strengths and customer relationships.

The Dividend Distribution Policy of the Company is available on the Company's website viz., www.raymond.in.

4. OVERVIEW OF THE ECONOMY AND IMPACT OF THE COVID-19 PANDEMIC

In March 2020, the World Health Organisation declared COVID-19 a global pandemic. Consequent to this, Government of India declared a nation-wide lockdown from March 24, 2020. Subsequently, the nation-wide lockdown was lifted by the Government of India, but regional lockdowns continue to be implemented in areas with significant number of COVID-19 cases. The 'second wave' in March and April, 2021 further exacerbated the situation with Maharashtra suffering a high number of infections. Accordingly, the Company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of financial results, to determine the impact on the Company's revenue from operations and estimation of sales related expenses over the foreseeable future and the recoverability and carrying value of certain assets such as property, plant and equipment, investments, inventories, trade receivables, deferred tax assets and input tax credit receivables.

The impact of COVID-19 pandemic on the overall economic environment being uncertain may affect the underlying assumptions and estimates used to prepare Company's financial results, which may differ from impact considered as at the date of approval of these financial results. The Company continues its business activities, in line with the guidelines issued by the Government authorities, takes steps to strengthen its liquidity position and further explore cost restructuring exercise.

Your Company is conscious of the significant disruption and impact COVID-19 can have on its employees, clients, partners, investors and the communities in which it operates. We are working hard to contain and mitigate its impact. The Company does not anticipate any challenges in its ability to continue as going concern or meeting its financial obligations. As the situation is unprecedented, the Company is closely monitoring the situation as it evolves in the future.

The primary objectives of your Company's response to the pandemic are to ensure the safety and wellbeing of its employees and partners, to deliver on its commitments to clients in the true spirit of partnership and to secure the financial and operational resilience of the Company.

5. FIRE AT COMPANY'S PREMISES IN THANE

The Company's premises at Thane were affected by a Fire that broke out in the early hours of September 30, 2020. There were no casualties and the fire was contained by the Officers from the Municipal Corporation of Thane and Thane Fire Brigade. The damage to the 'Solitaire' Office

Building was extensive. The probable cause of fire was electrical short-circuit. The Assets at the building were insured and the claim process is expected to be completed in FY 2021-22.

6. UPDATE ON COMPOSITE SCHEME OF ARRANGEMENT

Your Company had filed an application on March 12, 2020 involving Composite Scheme of Arrangement between Raymond Limited, Raymond Lifestyle Limited (RLL), Raymond Apparel Limited (RAL) and Scissors Engineering Products Limited (SEPL) ('the Scheme') with Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT'). Due to the COVID-19 and the accompanying restrictions on the movement/assembly of persons, the Company was not in a position to hold the shareholders' and creditors' meetings at the Corporate and Registered Office of the Company.

7. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2021 stood at Rs 66.57 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2021, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

During the year under review, your Company has made allotment of 18,54,599 Equity Shares of Rs 10 each fully paid-up to J. K. Investo Trade (India) Limited, an Associate

Company and also a part of the Promoter Group, on account of conversion of 18,54,599 0.01% Compulsorily Convertible Preference Shares, each carrying a right to convert one Preference Share to one Equity Share.

Since the allotment was on account of conversion, no fresh consideration was received by the Company and consequently the need to disclose material deviation or variation in the application of funds raised through preferential allotment does not arise. The Company does not have any outstanding paid-up preference share capital as on the date of this Report.

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

No. of Securities Allotted Cumulative Paid-up Share Capital
Capital at the beginning of the year, i.e., as on April 01, 2020 - 6,47,19,132
Conversion of 18,54,599 0.01% Compulsorily Convertible 18,54,599 6,65,73,731
Preference Shares of Rs 10 each fully paid-up to
J. K. Investo Trade (India) Limited on April 03, 2020
Capital at the end of the year, i.e., as on March 31, 2021 - 6,65,73,731

There was no instance during the year under review where the Company failed to implement any corporate action within the specified time limit.

8. FINANCE AND ACCOUNTS

During the year under review, your Company issued 4,850 Privately Placed Secured Redeemable Listed Non-Convertible Debentures of Rs 10,00,000/- each listed on the Negotiated Trade Reporting segment of National Stock Exchange of India Limited for cash at par aggregating to Rs 485 Crore, the details of which are as under:

Series Date of allotment Amount (' Crore) Coupon Redemption date/ Schedule Credit Rating
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 CARE AA-
Series P February 10, 2021 200 9.00% p.a. Equal Instalments on February 09, 2028; February 09, 2029; February 09, 2030; February 09, 2031 CARE AA-

The Company made the NCD placements under Series N to Series P, through EBP Portal of the National Stock Exchange of India Limited, in terms of the requirements of Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 issued by SEBI and all other applicable rules and regulations.

During the year under review, CRISIL has assigned the credit rating of AA- for Long Term Borrowing/ NonConvertible Debentures and A1+ for Short Term Borrowing / Commercial Paper. CARE has revised the credit rating to CARE AA- from CARE AA for Non-Convertible Debentures and CARE A1+ for Short Term Borrowing / Commercial Paper. The credit rating is displayed on the Company's website viz., www.raymond.in.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2021 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts.

Accounting policies have been consistently applied 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.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants 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 of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

10. RELATED PARTY TRANSACTIONS

A significant quantum of related party transactions undertaken by the Company are with its subsidiaries and group companies engaged in manufacturing and trading of textiles, branded apparel and garmenting business.

All transactions entered with related parties for the year under review were on arm's length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key

Managerial Personnel. All related party transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such related party transactions.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were 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 on a quarterly basis.

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 from an independent Chartered Accountant firm.

As part of periodic review of the Company's policies, the Company had amended the Policy on Related Party Transactions during the year under review.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link www.raymond.in/cr/policies/rptp/rptpolicy.html. Except Mr. S. K. Gupta, who is paid an advisory fee, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fee.

11. 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.

12. MATERIAL SUBSIDIARY

Raymond Apparel Limited and Raymond Luxury Cottons Limited are material subsidiaries of the Company as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.

The Policy has been uploaded on the Company's website and can be accessed at www.raymond.in/cr/policies/msp/ mspolicy.html.

13. PERFORMANCE OF SUBSIDIARY COMPANIES Domestic subsidiaries Raymond Apparel Limited

The Gross Revenue of the company for FY 2021 stood at Rs 437.64 Crore (Previous Year: Rs 1604.79 Crore). The Company incurred a Loss of Rs 180.31 Crore (Previous Year: Rs 84.02 Crore).

This company has been severely impacted due to the COVID-19 pandemic. The lower revenue as well as the losses are on account of subdued consumer sentiments, pandemic-induced nationwide lockdowns and a marked decrease in the discretionary spending by the customers. The problem was exacerbated due to work-from-home conditions prevailing in the Nation which has reduced the number of customers seeking comprehensive wardrobe solutions. The Company is expected to rebound from this weak year through its cache of resilient brands.

Silver Spark Apparel Limited

This company 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 the company for FY 2021 stood at Rs 367.37 Crore (Previous Year: Rs 569.54 Crore). The company has incurred Loss after tax of Rs 5.91 Crore (Previous Year: Profit of Rs 16.02 Crore). The Consolidated Gross Revenue of the company for FY 2021 stood at Rs 466.66 Crore (Previous Year: Rs 660.28 Crore). The company has incurred a Loss after tax of Rs 12.20 Crore (Previous Year: Loss of Rs 13.38 Crore) on consolidated basis.

Consequent to the receipt of certified true copy of the Order from Hon'ble NCLT, Mumbai Bench during the year under review, this Company had given effect to the Scheme of Arrangement between Silver Spark Apparel Limited and Dress Master Apparel Private Limited ("DMAPL") from July 13, 2020 thereby recording the demerger of the garmenting business of DMAPL into this Company. Therefore, the results of this company are not comparable with previous year.

Everblue Apparel Limited

This company has a world-class denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of the company for FY 2021 stood at Rs 66.07 Crore (Previous Year: Rs 98.46 Crore). The company recorded Profit after tax of Rs 0.53 Crore (Previous Year: Rs 0.10 Crore).

Celebrations Apparel Limited

The Gross Revenue of the company for FY 2021 stood at Rs 0.40 Crore (Previous Year: Rs 72.37 Crore). The company earned a Profit after tax of Rs 0.37 Crore (Previous Year: Loss of Rs 2.35 Crore).

Dress Master Apparel Private Limited

This company ceased to be a step-down subsidiary of the Company w.e.f. December 02, 2020 following 100% stake sale for cash consideration. The proceeds from this sale were fully received by the holding company - Silver Spark Apparel Limited. The results of this subsidiary have been consolidated only till December 02, 2020.

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

This company registered a Loss of Rs 0.15 Crore during the year under review (Previous Year Loss: Rs 0.14 Crore).

Raymond Woollen Outerwear Limited

During the year under review, the company incurred Loss after tax of Rs 0.12 Crore (Previous Year Profit: Rs 0.13 Crore).

JK Files (India) Limited

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

The company continues to do well in spite of the difficult business environment. The company reported a Gross Revenue of Rs 348.07 Crore for the FY 2021 (Previous Year: Rs 379.07 Crore). The company registered a profit before exceptional item of Rs 32.90 Crore (Previous year: Rs 18.56 Crore). The company registered a Profit after Tax of Rs 24.48 Crore (Previous Year: Rs 12.32 Crore).

JK Talabot Limited

This company manufactures files and rasps. During FY 2021, the Gross Sales Revenue of this company stood at Rs 20.19 Crore (Previous Year: Rs 23.26 Crore). The company reported a Profit after tax of Rs 1.09 Crore during FY 2020 (Previous Year: Profit Rs 2.30 Crore).

Scissors Engineering Products Limited

This company registered a Loss of Rs 0.02 Crore during the year under review (Previous Year: Loss of Rs 0.02 Crore). This company completed a rights issue of 3,000 equity shares of Rs 10/- each fully paid up during the year under review to its holding company viz., Raymond Limited.

Ring Plus Aqua Limited

This company manufactures high quality Ring Gears, Flex- plates and Water-pump bearings. The Gross Revenue of the company for the FY 2021 stood at Rs 197.31 Crore (Previous Year: Rs 208.23 Crore). During the year under review, this company made Profit before tax of Rs 28.58 Crore (Previous Year: Profit Rs 25.37 Crore).

Raymond Luxury Cottons Limited

This company manufactures high value fine cotton and linen shirting for both domestic and international customers. The net turnover of the company was at Rs 257.82 Crore (Previous Year: Rs 621.82 Crore). Loss after tax was Rs 38.19 Crore (Previous Year Profit: Rs 14.12 Crore).

Raymond Lifestyle Limited

This subsidiary has been incorporated to house the demerged Lifestyle business undertaking and has not yet commenced any operations.

Pashmina Holdings Limited

This company made a Profit of Rs 0.15 Crore in FY 2021 (Previous Year: Profit Rs 0.46 Crore).

Overseas subsidiaries Jaykayorg AG

This company recorded a Loss of CHF 95,589 (equivalent to Rs 0.79 Crore) for the year ended December 31, 2020 [Prev. Year: Profit CHF 25,644 (equivalent to Rs 0.20 Crore)].

Raymond Lifestyle (Bangladesh) Private Limited

This company has been incorporated to tap the potential business opportunities available in Bangladesh. The company is yet to commence operations.

R & A Logistics INC, USA

This company is the wholly-owned subsidiary of Silver Spark Apparel Limited. The company recorded a Loss of USD 1,016,786 (equivalent to Rs 7.64 Crore) [Previous Year: Loss of USD 560,900 (equivalent to Rs 3.96 Crore)] for the year ended March 31, 2021.

Silver Spark Middle East FZE

This company is the wholly-owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. This company is engaged in Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of the company for FY 2021 stood at Rs 56.45 Crore (Previous Year: Rs 104.18 Crore). The company registered a Loss of Rs 2.68 Crore (Previous Year: Rs 1.29 Crore). During the year under review, the financial year of this subsidiary has been changed from January-December to April-March.

Silver Spark Apparel Ethiopia PLC

This company is step-down subsidiary of Silver Spark Apparel Limited in Ethiopia. This company is a wholly owned subsidiary of Silver Spark Middle East (FZE). The company is engaged in the manufacturing of formal suits, jackets, trousers and vest coats. The Gross Revenue of the company for FY 2021 stood at Rs 67.74 Crore (Previous Year: Rs 35.79 Crore). The company registered a Profit of Rs 3.51 Crore (Previous Year: Loss of Rs 20.01 Crore).

Raymond (Europe) Limited

The company recorded a Loss of GBP 65622 (equivalent to Rs 0.65 Crore) for the year ended December 31, 2020 [Previous Year: Profit of GBP 25,851 (equivalent to Rs 0.24 Crore)].

14. PERFORMANCE OF JOINT VENTURE AND OTHER ASSOCIATES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics and garments for both the domestic and international markets. In FY 2021, revenue from Indian operations was Rs 599.91 Crore (Previous Year: Rs 917.30 Crore).

On a Standalone basis, the company registered a Loss after tax of Rs 52.97 Crore (Previous Year Loss: Rs 33.80 Crore). On Consolidated basis, the company registered a Loss after tax of Rs 52.00 Crore (Previous Year Loss: Rs 34.73 Crore).

A separate statement containing the salient features of financial statements of subsidiaries, joint venture and other associates of the Company in the prescribed Form AOC-1 forms part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with relevant Rules made thereunder.

15. DIRECTORS

There have been no changes in the composition of the Board during the year under review. In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mrs. Nawaz Gautam Singhania, Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for re-appointment. The Board recommends the proposal of her re-appointment for the consideration of the Members of the Company at the forthcoming AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mrs. Nawaz Gautam Singhania has also been provided therein.

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed 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 for effective functioning, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Companies Act,

2013 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.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees are provided in the Report on Corporate Governance.

16. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

a) Mr. Gautam Hari Singhania: Chairman and Managing Director

b) Mr. Amit Agarwal: Chief Financial Officer (w.e.f. September 14, 2020)

c) Mr. Sanjay Bahl: Chief Financial Officer (up to July 2, 2020)

d) Mr. Thomas Fernandes: Company Secretary

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors had 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, 2021 and of the loss of the Company for the year ended on that date;

c) that 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) that 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) that 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.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and 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, the Directors individually as well as working of its Audit, Nomination and Remuneration, Stakeholders' Relationship, Risk Management and Corporate Social Responsibility Committees. 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 03, 2021, 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; to 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.

During the year under review, the Company actioned the feedback from the Board evaluation process conducted in FY 2019-20. 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 added in the Board agenda for review, such as related party transactions, long term investment and initiatives which were covered during the year.

19. MEETINGS OF THE BOARD/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. Should the need arise in the case of special and urgent business, the Board's approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met five times during the year under review. Additionally, five Board Briefings were made between April to August, 2020 to apprise the Board on the business of the Company and provide updates on the evolving business environment during the pandemic.

The details of the number of meetings of the Board held during the Financial Year 2020-21 and the attendance therein forms part of the Report on Corporate Governance.

In view of the pandemic-related travel restrictions, all Board meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings.

During the year under review, the Board accepted all recommendations made to it by its various Committees.

20. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Committee of Directors (Stakeholders' Relationship Committee)

d) Corporate Social Responsibility Committee

e) Risk Management 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 Report on Corporate Governance.

21. AUDITORS

a) Statutory Auditor

Messrs Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on June 05, 2017 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on June 05, 2017. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn. Hence the ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Statutory Auditors' Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

b) Cost Auditor

As per the requirements of 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 units and Real Estate Division. The Cost Audit Report for the year ended March 31, 2020 for the Textile units was filed with the Central Government within the prescribed time limit.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed Messrs 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 Financial Year 2021-22. As required under the Act, a resolution seeking members' 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 has appointed Messrs Robert Pavrey & Associates Company Secretaries (C. P. No. 1848) to undertake the Secretarial Audit of the Company and its material subsidiaries. The Secretarial Audit Reports are annexed as Annexure 'A', 'B1' & 'B2' and form an integral part of this Report. The secretarial auditor has not expressed any qualification in their Secretarial Audit report for the year under review for the Company as well as its material subsidiaries.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.raymond.in.

22. INTERNAL FINANCIAL CONTROL SYSTEMS,

THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control 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. The internal and operational audit for the year under review was entrusted to Messrs Mahajan & Aibara Chartered Accountants LLP.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. The main 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. During the year under review, there were no elements of risk which in the opinion of the Board of Directors threaten the existence of the Company. Risks do arise in the businesses of the Company which are mitigated in accordance with the Risk Management Framework 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, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and evaluates the recommendations of the Risk Management Committee of the Board. The

Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide 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 Audit Committee has been posted on the website of the Company at www.raymond.in/cr/policies/wbp/wbpolicy.html .

24. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a 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 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 review of achievements. It is aimed at attracting and retaining high calibre talent.

The Nomination, Remuneration and Board Diversity Policy has been revised by the Board of Directors on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 6, 2021.

A gist of key amendments is as under:

• The Policy has been revised to include provisions relating to payment of remuneration to Non-Executive Directors in case of loss/inadequate profits in any financial year;

• Provision relating to extension of service of Key Managerial Personnel or Senior Management Personnel after attaining the age of superannuation have been included; and

• Definitions etc. were amended to reflect the changes introduced by the amendments made to the provisions of the Act and Listing Regulations.

The Nomination, Remuneration and Board Diversity Policy is displayed on the Company's website viz., www.raymond.in/cr/policies/rnp/index.html .

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of environment sustainability, preventive health care and women empowerment. These projects are in accordance with Schedule VII of the Act and the Company's CSR policy.

Your Company also performed its social duties by contributing towards the COVID-19 prevention initiatives. Your Company and its subsidiary, Silver Spark Apparel Limited contributed towards setting up of a COVID-19 treatment facility in Thane, Maharashtra.

In order to incorporate the latest amendments made to the provisions of the Act and based on the recommendations of the CSR Committee, the Board of Directors at its meeting held on May 6, 2021 had revised the CSR Policy of the Company. A gist of key amendments is as under:

• Definitions of various terminologies used in the policy have been amended to reflect the latest amendments made to provisions of the Act;

• Provisions relating to implementation of CSR programmes through registered CSR entities have been included consequent to modifications in the provisions of the Act;

• Concept of Annual Action Plan has been introduced in line with the provisions of the Act;

• Provisions relating to dealing with unspent/ excess CSR expenditure have been included; and

• Annexure on reporting of CSR expenditure has been revised consequent to changes in the Act.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline and contents of the CSR policy are annexed as Annexure 'C' and forms an integral part of this Report. The Policy has been uploaded on Company's website at www.raymond.in/sites/default/files/CSR%20Policy.pdf .

26. 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.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. 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 (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Human Resources function contributes to Raymond's growth story by working as a strategic partner to the business. The technical and quality demands of textile industry combined with our own vision to grow significantly over a next few years are driving the need for us to build an agile, engaged, and energized work force. While doing this, your Company continues to retain focus on Raymond's core values of Trust and Customer Satisfaction. Raymond Leadership Competencies of 'Passion for Results', 'Deliver Superior Results Consistently', 'Demonstrate a Sense of Urgency' and 'Demand Accountability and Task Ownership' help your Company to achieve its core objectives of building organizational capability, skill enhancement and enhancing competencies.

There has also been a focus on strengthening existing middle and senior leadership. The Company has a robust performance management process; individual goals and key performance indicators have been aligned to organizational goals and imperatives.

Various employee-centric interventions like employee- friendly policies, work from home initiatives, mental health initiatives and organisational development through leadership coaching helps the employees create value and achieve a sense of satisfaction in what they do. The employees are motivated through various skill- development, engagement and voluntary programs. Your Company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers. During the year under review, the Industrial relations remained generally cordial.

29. QUALITY AND ACCOLADES

Your Company continues to win awards year-after-year, reiterating its credible market position. Some awards during the Financial Year 2020-21 are as given below:

• Raymond Realty: Emerging Developer of the year in Residential segment award, Global Real Estate Congress supported by ET Now

• TEN X Project by Raymond Realty: Iconic Residential Project 2020 from Hindustan Times

• Vapi plant: Green Business Award, 16th FGI Awards for Excellence, Federation of Gujarat Industries. Apex India Green Leaf Award for Energy Efficiency

• Jalgaon Plant: Energy Management Insight Award -2020 organized by CEM Energy Management Working Group, California (USA)

• Raymond Luxury Cottons Limited - Amravati Plant: Global Organic Textile standard certification, Organic Content Standard certification, OEKO-TEX certification for STANDARD 100 & Certificate of Conformity of European Flax by Bureau of Veritas

• Raymond Luxury Cottons Limited - Amravati Plant: Certificate of IMS issued by M/S DnV GL - Certificate of continuation with Rating 4 (out of 5)

• Raymond Luxury Cottons Limited - Kolhapur Plant: Won the 15th State Level Awards for Excellence in Energy Conservation and Management from MEDA

• Ring Plus Aqua Limited: STAR PERFORMER in Auto Components segment in Large Enterprise Category from the Western Region of EEPC

30. 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.

31. CORPORATE GOVERNANCE

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 Auditors confirming compliance forms an integral part of this Report.

32. 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 www.raymond.in.

33. BUSINESS RESPONSIBILITY REPORT

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

34. 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.

Your Company did not donate to the IEPF during the year under review.

35. 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.

Securities and Exchange Board of India had passed an adjudication order dated November 19, 2020, on a show- cause notice issued to the Company. As per the said Adjudication Order, a monetary penalty of Rs 7 Lakh was imposed which has been paid by the Company.

36. STATUTORY INFORMATION AND OTHER DISCLOSURES

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 'E' and forms an integral part of this Report.

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 'F' and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who was 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 'G' 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. 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.

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.

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.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. CAUTIONARY STATEMENT

Statements in this Directors' 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.

39. ACKNOWLEDGEMENT

Your Directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your Directors thank the Government of India and the State Governments for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Your Directors also wish to thank its customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of
Raymond Limited
Gautam Hari Singhania
Chairman and Managing Director
Mumbai, May 06, 2021 DIN: 00020088