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Infomedia 18 Limited
CMYK
CMYK
BOARD OF DIRECTORS
DR. VIJAYPAT SINGHANIA, Chairman Emeritus
GAUTAM HARI SINGHANIA, Chairman and Managing Director
I. D. AGARWAL
NABANKUR GUPTA
P. K. BHANDARI
SHAILESH V. HARIBHAKTI (w.e.f. 15.06.2009)
PRADEEP GUHA (w.e.f. 15.06.2009)
MANAGEMENT EXECUTIVES
GAUTAM HARI SINGHANIA, Chairman and Managing Director
ANIRUDDHA DESHMUKH, President – FMCG & Textiles (Sales & Marketing)
HARSHAL JAYAVANT, President – Engineering Business
H. SUNDER, President – Finance & Chief Financial Officer
K.A. NARAYAN, President – HR
RAKESH PANDEY, President – Retail & Business Development
ROBERT LOBO, President (Operations) – Group Apparel
SHREYAS JOSHI, President – Group Apparel
S.K. SINGHAL, President – Textiles
S.L. POKHARNA, President – Commercial
BANKERS
BANK OF INDIA
BANK OF MAHARASHTRA
BANK OF AMERICA
CENTRAL BANK OF INDIA
CITIBANK N.A.
CONTENTS Pages
HDFC BANK LIMITED
Directors’ Report &
Management Discussion IDBI BANK LIMITED
and Analysis 2-10 STATE BANK OF INDIA
Corporate Governance Report 11-20 STANDARD CHARTERED BANK
Shareholder Information 21-24 THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
Auditors’ Report 25-27
AUDITORS
Balance Sheet 28
DALAL & SHAH
Profit and Loss Account 29
Chartered Accountants
Cash Flow Statement 30
Schedules ‘1’ to ‘15’ 31-45 INTERNAL & OPERATIONAL AUDITORS
Schedule ‘16’ – Notes Forming 46-61 MAHAJAN & AIBARA
Part of the Accounts
Chartered Accountants
Annexure I - Statement of Significant 62-63
Accounting Policies and Practices
REGISTERED OFFICE
Research and Development 63
PLOT NO.156/H.NO. 2, VILLAGE ZADGAON
Expenditure Account
RATNAGIRI - 415 612, MAHARASHTRA
Ten-Year Highlights 64
Consolidated Account 65-79
REGISTRAR & SHARE TRANSFER AGENT
Details of Balance Sheet and 79
LINK INTIME INDIA PRIVATE LIMITED
Income and Expenditure of
Subsidiary Companies C-13, PANNALAL SILK MILLS COMPOUND, L.B.S MARG,
Balance Sheet Abstract and 80 BHANDUP (WEST),
Company’s General Business Profile
MUMBAI – 400 078.
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The Export Sales of the Company is at Rs.45.72 crores compared to Rs.4.50 crores in the corresponding previous year. The
Company reported gross turnover of Rs.138.66 crores for the year under review (Previous Year: Rs.45.79 crores). The Company
recorded a Profit after tax of Rs.4.58 crores (Previous Year: Rs.1.31 crores). In spite of global recession and general inflationary
trend, the Company registered good performance during FY 2010. Improvements in processes and yields, control over rejections,
improvements in through put, control on costs; tight working capital management and focused marketing are the factors, which
enabled the Company to boost performance for the year under review.
JK Talabot Limited
The Company manufactures files and rasps at its plant located at Chiplun in Ratnagiri District, in the State of Maharashtra.
During the year gross turnover of the Company was at Rs.17.44 crores (Previous Year: Rs.18.85 crores). The Company recorded
Profit after tax of Rs.0.83 crores (Previous Year: Rs.2.74 crores) during the FY 2010. The weak export markets affected the
performance of the Company.
Scissors Engineering Products Limited
The Company incurred a loss of Rs.34,631 (Previous Year: loss of Rs.25,735) during the year under review.
Ring Plus Aqua Limited
The gross turnover of the Company was at Rs.81.48 crores (Previous Year: Rs.84.56 crores). Profit after tax was at Rs.5.08 crores
(Previous Year: Rs.2.94 crores).
Gear sales during the year were Rs.46.30 crores as compared to Rs.54.74 crores in the previous year. The gear sales were lower
mainly due to fall in export sale. The Company continued its efforts in developing new markets, making major in-roads into Asian
and Latin American markets during the year. In the domestic market the Company was successful in securing orders from new
customers.
The performance of the Shaft Bearings Divison showed significant growth during the year under review. The Bearings sales were
higher by 39 per cent at Rs.25.73 crores as against Rs.18.56 crores in the previous year. USA continues to be the major market for
bearing exports.
During the year the Company received quality certification from a top international quality car maker.
Pashmina Holdings Limited
The Company made a loss of Rs 0.05 crores in the FY 2010 as compared to a loss of Rs.0.08 crores in the previous year.
Overseas Companies
Jaykayorg AG incurred a loss of CHF 743,667 (equivalent to Rs.3.34 crores) [Previous Year: loss CHF 883,975 (equivalent to
Rs.3.70 crores)] for the year ended December 31, 2009.
Raymond (Europe) Limited [formerly known as J. K. (England) Limited] recorded a loss of Pound Sterling 111,804 (equivalent to
Rs.0.84 crores) [Previous Year: profit Pound Sterling 4,084 (equivalent to Rs.0.03 crores)] for the year ended December 31, 2009.
R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers,
earned a profit of US $ 7,239 (equivalent to Rs.0.03 crores) [Previous Year: profit US $ 1,430 (equivalent to Rs.0.01crores)] for the
year ended March 31, 2010.
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• The Thane Textile Unit has been certified OHSAS 18001 and declared as ISO-14001 & ISO-9001;
• JK Files & Tools was awarded All India Export Excellence in the category of ‘Star Performer Award Trophy in Hand Tools in the
large enterprise category’ at the prestigious All India Export Excellence Award (2007-2008);
• Raymond Woollen Outerwear Limited was awarded the First Prize for Energy Conservation in the Textile Sector for the year
2009 by the Union Ministry of Power;
• Raymond Zambaiti Limited, Kolhapur Plant has been declared as an ISO-14001 and certified OHSAS 18001:2007;
• Silver Spark Apparel Limited was selected as one of ‘India’s Best Companies to Work for Women Employees-2009’ by a study
conducted by Great Place to Work Institute in partnership with The Economic Times.
9. CONSOLIDATED ACCOUNTS
In accordance with the requirements of Accounting Standard AS-21 prescribed by The Institute of Chartered Accountants of
India, the Consolidated Accounts of the Company and its Subsidiaries (including the Joint Ventures) is annexed to this Report.
10. CORPORATE GOVERNANCE
Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is
in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges.
A separate Report on Corporate Governance along with the Auditors’ certificate on compliance with the Corporate Governance
as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.
11. DIRECTORS
Shri U. V. Rao resigned from the Board of Directors of the Company with effect from May 15, 2009. The Board places on record the
great zeal and dedication with which Shri Rao served the Company during his long association since September 1994. The
Board is deeply grateful for the mature and professional advice and guidance of Shri Rao, from which the Company had
immensely benefited and gratefully acknowledges the role of Shri U. V. Rao in building up the Raymond Group to its present
enviable stature.
The Shareholders have approved on August 17, 2009 by Postal Ballot the appointment of Shri Gautam Hari Singhania as
Chairman and Managing Director and his remuneration, for period of 5 years and 3 years respectively with effect from
July 1, 2009.
Shri Shailesh V. Haribhakti and Shri Pradeep Guha, Independent Directors were appointed as Additional Directors of the Company
with effect from June 15, 2009.
Shri Desh Deepak Khetrapal was appointed as Wholetime Director of the Company with effect from June 20, 2009. Shri Khetrapal
tendered his resignation as Wholetime Director of the Company and the Board accepted the resignation of Shri Khetrapal at its
meeting held on April 27, 2010. The Board wishes to place on record its appreciation for the contributions made by
Shri Khetrapal during his association with the Company.
In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Shri P. K. Bhandari and
Shri I. D. Agarwal, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for
re-appointment.
12. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state
and confirm that:
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis.
13. AUDIT
M/s. Dalal & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming
Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial
Year 2010-11. As required under the provisions of the Section 224(1B) of the Companies Act, 1956, the Company has obtained
written confirmation from M/s. Dalal & Shah that their appointment if made would be in conformity with the limits specified in
the Section.
As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956 your Company carries
out an audit of cost records relating to textile division every year. Subject to the approval of the Central Government, the
Company has appointed M/s. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company
for the Financial Year 2010-11.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to
ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured
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with proper checks and balances. The Internal control system is improved and modified continuously to meet the changes in
business conditions, statutory and accounting requirements.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the
internal audit findings and corrective actions taken.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal controls systems and
suggests improvements for strengthening them. The Company has a robust Management Information System which is an
integral part of the control mechanism.
15. RISK MANAGEMENT
The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risk,
compliance risks and people risks.
Foreign Exchange Risk
The Company’s policy is to actively manage its long term foreign exchange risk within the framework laid down by the
Company’s forex policy.
Interest rate risk
Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy to minimise
the interest costs.
Commodity Price Risk
The Company is exposed to the risk of price fluctuation on raw materials as well as finished goods in all its products. The
Company proactively manages these risks in inputs through forward booking, inventory management, proactive management
of vendor development and relationships. The Company’s strong reputation for quality, product differentiation and service, the
existence of a powerful brand image and a robust marketing network mitigates the impact of price risk on finished goods.
Risk Element in Individual Businesses
Apart from the risks on account of interest rate, foreign exchange and regulatory changes, various businesses of the Company
are exposed to certain operating business risks, which are managed by regular monitoring and corrective actions.
Compliance Risks
The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The Company is
mitigating these risks through regular reviews of legal compliances, through internal as well as external compliance audits.
People Risks
Retaining the existing talent pool and attracting new manpower are major risks. The Company has initiated various measures
such as rollout of strategic talent management system; training and integration of learning activities. The Company has also
established ‘Raymond Leadership Academy’, which helps identify, nurture and groom managerial talent within the Raymond
Group to prepare them as future business leaders.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The
Company continues to support the following CSR initiatives:
• Smt. Sulochanadevi Singhania School at Thane, Maharashtra and the Kailashpat Singhania High School in Chhindwara, M.P.,
having overall strength of around 6000 students, provide quality education not only to the Raymond employees’ children,
but also to the children of the local populace;
• Raymond Embryo Research Centre for cattle is a centre set up at Gopalnagar, Bilaspur, Chhattisgarh and its ceaseless
efforts and endeavours have made several significant achievements in Embryo transfer. Raymond was the first organisation
in India to introduce Embryo Transfer in Sheep;
• J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of the technical expertise gained over three decades
to the grass-root level. The mission of this initiative is to significantly improve the quality of life in India’s rural areas through a
“Cattle Breed Improvement Programme”. This initiative operates in a network of over 700 Integrated Livestock Development
Centre in Chhattisgarh, Madhya Pradesh, Uttarakhand and Andhra Pradesh; and
• Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged children at Jekegram, Thane. This
initiative enables less fortunate children to be self-sufficient in life. The centre provides free vocational training workshops to
young boys over the age of 16. The three-month vocational courses comprise of basic training in electrical, air-conditioning
& refrigeration, plumbing, etc.
17. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the
conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the extent possible.
18. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.
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The Company has a structured induction process at all locations and management development programmes to upgrade skills
of managers. Objective appraisal systems based on Key Results Areas (KRAs) are in place for senior management staff.
Technical and safety training programmes are given periodically to workers. Industrial relations remained generally cordial.
19. STATUTORY INFORMATION
Information pursuant to sub-section 1 (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure 1 to this Report.
During the FY 2010, 38 employees employed throughout the year, were in receipt of remuneration of Rs.24 lakhs per annum or
more amounting to Rs.2316.08 lakhs and 130 employees employed for part of the FY 2010, were in receipt of remuneration of
Rs.2 lakhs per month or more amounting to Rs.1873.83 lakhs. The particulars of employees, as required under Section 217 (2A) of
the Companies Act, 1956, are given in a separate Annexure to this Report. This Annexure is not being sent along with this Report
to the members of the Company in line with the provisions of Section 219 (1) (b) (iv) of the said 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 at the Registered Office of the Company for inspection of members 21 days before the 85th Annual
General Meeting.
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 or along with his spouse and dependent children) more than two percent of the equity shares of the Company.
As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors’ Report, Balance Sheet, and
Profit and Loss account of our subsidiaries. The Company had applied to the Central Government of India for an exemption
from such attachment as the Company presents the audited consolidated financial statements in the Annual Report. The
Central Government has granted the Company exemption from complying with Section 212 of the Companies Act, 1956.
Accordingly, this Annual Report does not contain the financial statements of these subsidiaries. The Company will make
available the audited annual accounts and related information of our subsidiaries, where applicable, upon request by any of
its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the
Registered Offices of the Company and its subsidiary companies.
Fixed Deposits amounting to Rs.95,000 (Rupees Ninety Five Thousand only) from 9 depositors, which remained unclaimed by the
depositors as on March 31, 2010 and have remained unclaimed upto the date of this Report.
20. CAUTIONARY STATEMENT
Statement in this Directors’ Report & Management Discussion and Analysis 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 a
difference to the Company’s operations include raw material availability and 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 incidental factors.
21. APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by employees at all levels but for whose
hard work, solidarity, and support your Company’s achievements would not have been possible. Your Directors also wish to thank
our customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith in the
Company. We also thank the Central Government, the concerned State Governments and other Government authorities for
their support and cooperation.
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Form ‘A’
[Forming part of Annexure (1)]
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A. POWER AND FUEL CONSUMPTION
Purchased Own generation (through Diesel
Generator/Steam Turbine)
Current Year Previous Year Current Year Previous Year
1. Electricity
a) Total units (KWH in thousands)
Textiles * 68512 63736 67145 69124
Files & Tools 5882 14665 18.91 41.72
b) Total Amount (Rupees in lacs)
Textiles 3762 3198 2462 2123
Files & Tools 335.91 708.37 2.60 5.65
c) Units/per Liter of Diesel Oil
Textiles - - 3.44 2.79
Files & Tools - - 5.71 4.83
d) Units/per Kg. of Coal
Textile - - 0.78 0.90
e) Units/per Cubic mtr of Gas
Textile - - 3.46 3.78
f) Cost per unit (Rs.)
Textiles 5.49 5.02 3.67 3.07
Files & Tools 5.71 4.83 13.75 13.55
* 605.71 lac KWH units generated through steam turbine (Previous year 595.46 lac KWH units)
Total Total Cost Average Rate
Quantity Rs. Lacs per Unit (Rs.)
2. Coal (M.T.)
a) Textile Division**
Current Year 85126 1804 2119
Previous Year 74998 1473 1964
3. Furnace Oil (Lac Liters)
a) Textile Division
Current Year 26.24 686 26.14
Previous Year 52.65 1557 29.57
b) Files & Tools Division
Current Year 1.74 38.86 22.33
Previous Year 3.83 105.92 27.65
4. Diesel Oil (Lac Liters)
a) Textile Division
Current Year 5 184 36.55
Previous Year 3 124 40.13
b) Files & Tools Division
Current Year 0.10 3.47 36.02
Previous Year 0.50 17.78 35.75
5. LPG (Kgs.)
a) Textile Division
Current Year 71737 29 40.56
Previous Year 91412 49 53.60
b) Files & Tools Division
Current Year 41186 15.58 37.84
Previous Year 79160 37.58 47.48
6. Natural Gas (Lacs Cubic Mtr.)
a) Textile Division
Current Year 77 1263 16.43
Previous Year 55 695 12.64
** 77481 MT used for CPP (Previous year 66153 MT)
B. CONSUMPTION PER UNIT OF PRODUCTION
Unit Standard (if any) Current Year Previous Year
Electricity
a) Fabrics KWH/Metre - 4.88 4.67
b) Files & Tools Division KWH/Piece 0.22 0.22
Note: Effective October 1, 2009, Files & Tools Division has been transferred on a slump-sale basis to the Company’s wholly-owned
subsidiary. Therefore, the figures of previous year are not comparable.
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by the President of India Hon’ble Dr. APJ Abdul Kalam on 26th January 2006. Prime Minister Atal Behari Vajpayee conferred on him
the “Tenzing Norgay National Adventure Award” for 2001 and the Chhatrapati Shivaji Maharaj Smarak Samiti Mumbai presented
him the “Chhatrapati Shivaji Maharaj Smarak Award” for his achievements in the field of Aviation. The 7th Air Squadron of the IAF
comprising of the Mirage 2000 aircraft based at Gwalior, honoured him by naming him as the first and only civilian member of the
Squadron of “The Battle Axes”. Dr. Singhania has recently taken up Deep Sea “Scuba Diving”. PADI has certified him qualified to
meet EN 14153-2: Autonomous Diver standards on 16th February 2010.
He is a keen photographer, ballroom dancer and snooker player, having won national awards in all of them. He still cherishes his
days teaching final year MMS students at the Jamnalal Bajaj Institute of Management Studies.
VPS, as he is fondly called, now leads a retired life generally overseeing Raymond’s operations and guiding its policies, philosophies
and values.
2. SHRI GAUTAM HARI SINGHANIA - CHAIRMAN AND MANAGING DIRECTOR
Shri Gautam Hari Singhania took over the reins of the Company as Chairman and Managing Director in September 2000. Since
then, he has steered the destiny of Raymond Limited with a single-minded focus of being the best brand in India. He has been
responsible for the strategic decision of the restructuring of the Group, initiating the divestment of the Synthetics, Steel and Cement
Divisions. Post divestment, the Group has consolidated its position with a better bottom line and more focussed and market
oriented approach. Shri Gautam Singhania joined the J. K. Group of Companies (Western Zone) in the year 1986. He was appointed
as the Wholetime Director on the Board of Raymond Ltd. in 1990 and was elevated to the position of Managing Director in mid-
1999, in charge of all companies and subsidiaries of the Raymond Group in India and abroad.
With a drive for creating new Brands, Shri Singhania has taken active interest in the launch of new services and products. He was
instrumental in the successful launch of the brand ‘KamaSutra’ in 1991. In the year 1996, he launched a new division called
‘Million Air’, providing quality air-taxi charter services. It was under his leadership that the fashion casual wear brand ‘Parx’ and
premium men’s wear brand ‘Manzoni’ were launched in the year 1999 and 2000 respectively. In the year 2001, Shri Gautam Hari
Singhania introduced the concept of corporatisation of designer wear in India. He was also instrumental in Raymond’s acquisition
of ColorPlus, a leading menswear brand. Under his leadership, the Raymond Group has become an internationally reputed
premium fibre to fashion player with immense strength in worsted suitings, high value cotton shirting, denim, garmenting, owning
market leading brands with a deep distribution network across the country and a premium international client base. His
personal vision for the group is to take the Raymond Brand from being amongst the most respected Indian brands to be
amongst the best in the global market.
Shri Gautam Hari Singhania aged 44 years, is a commerce graduate from the University of Mumbai and has nearly 25 years of
experience in the field of industry, business and corporate management.
3. SHRI SHAILESH V. HARIBHAKTI – INDEPENDENT DIRECTOR
Shri Shailesh V. Haribhakti, aged 54, who joined the Board as an Additional Director on June 15, 2009, is the Managing Partner of
M/s. Haribhakti & Co., Chartered Accountants and Chairman of BDO Consulting Pvt. Ltd. He is a Committee member of Futures
& Options segment of National Stock Exchange of India and is a member of the SEBI Committee on Disclosures and Accounting
Standards. He serves as member of managing committees of ASSOCHAM and IMC and Corporate Governance Committees of
ASSOCHAM and CII and is Chairman of the ‘Combating Global Warming Committee’ of IMC. He is on the Board of several listed
companies.
4. SHRI I.D.AGARWAL – INDEPENDENT DIRECTOR
Shri I.D. Agarwal, aged 69 years, is an Independent Director. Shri Agarwal was earlier a Nominee Director of Unit Trust of India on
the Board of the Company from October, 2001 to February, 2006. Shri Agarwal, M.Com., D.S.M., C.A.I.I.B., who has over 40 years of
rich experience in Banking, Finance & Currency, has undergone professional training with Bank of England (U.K.), Midland Bank
(U.K.), Bundesbank, (Germany) and Dresdnerbank (Germany).
Shri Agarwal, is the former Executive Director, Reserve Bank of India and was an Advisor to the United Nations. He also served as
Director of Union Bank of India, Unit Trust of India, Small Industries Development Bank of India (SIDBI) and a few other reputed
Financial Institutions and Corporates.
5. SHRI NABANKUR GUPTA – INDEPENDENT DIRECTOR
Shri Nabankur Gupta, aged 61 years, a graduate from IIT, Delhi in Electrical & Electronics Engineering, joined the Company as
Group President on August 1, 2000 and was co-opted on the Board of Directors of the Company as Wholetime Director and
Group President effective January 15, 2001. Shri Gupta relinquished his position as Wholetime Director and Group President of
the Company with effect from April 1, 2005, from which date he continues to be on the Board of the Company in his capacity
as Non-Executive Director. Shri Gupta possesses vast, rich and varied experience of over three decades in project management,
marketing and Sales, General Management and Business Stratagy. Shri Gupta pioneered the concept of sub-branding and
subsequently, multi-branding in the area of consumer durable for the first time in India. Shri Gupta was the first Indian to receive
recognition by the Advertising Age International, New York, in 1995 with the title of ‘Marketing Superstar’. Prior to his tenure with
Raymond, he was an Executive Director with Videocon. Presently he is the Co-Founder and Chairman of Blue Ocean Capital &
Advisory Services and the Founder CEO of Nobby Brand Architects. He is on several boards as an independent director.
6. SHRI PRADEEP GUHA – INDEPENDENT DIRECTOR
Shri Pradeep Guha, aged 57 years, was the CEO of India’s largest satellite broadcasting network, Zee Entertainment Enterprises
Ltd. , for over three years. Shri Guha joined the Board as an Additional Director on June 15, 2009. Shri Guha had been associated
with the print media for 29 years and was President of The Times of India Group, as well as on its Board of Directors. Shri Pradeep
Guha is associated with many bodies in the field of advertising, marketing and media. Shri Guha is fascinated by cinema and
has a production house of his own by the name of Culture Company.
7. SHRI P.K.BHANDARI - NON EXECUTIVE DIRECTOR
Shri P. K. Bhandari, aged 52 years is a commerce and law graduate from the University of Kolkata and a Fellow Member of the
Institute of Chartered Accountants of India and an Associate Member of the Institute of Company Secretaries of India and has
over 28 years of experience in the field of project finance, industry, business and corporate management.
Shri P. K. Bhandari, who joined the Group in the year 1989 played a key role in strategising and implementing the Company’s
restructuring program, which included hiving off its non-core businesses in steel, cement and synthetics and consolidating its
core - textile, garment and files businesses through merger and acquisitions.
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Shri Bhandari joined the Board of Directors of the Company as Wholetime Director on April 24, 2003. Shri P. K. Bhandari was Group
President of the Company from April 1, 2005 to January 30, 2008.
Shri Bhandari was honoured with a ‘Special Commendation’ for his outstanding performance in the mergers and acquisitions
category of the “CFO of the Year” award instituted by ‘The Economist’ in association with American Express.
8. SHRI DESH DEEPAK KHETRAPAL – WHOLETIME DIRECTOR (Resignation accepted by the Board of Directors on April 27, 2010).
Shri Desh Deepak Khetrapal, aged 54 years, is a Honors Graduate in Business and Economics from Shri Ram College of
Commerce, Delhi (University of Delhi) and also holds Honors in Masters of Business Administration, (FMS, University of Delhi).
Shri Khetrapal has over 33 years of experience in managing businesses in diverse industries. Shri Khetrapal started his career with
State Bank Group as a Probationary Officer in 1976.
Shri Khetrapal was associated with reputed companies like Turner Morrison, Steelage Industries Ltd., Gunnebo AB in leadership
positions.
ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING
Seven Board Meetings were held during the financial year 2009-10 on the following dates: April 24, 2009; June 15, 2009;
June 20, 2009; July 30, 2009; September 17, 2009; October 22, 2009 and January 20, 2010. The gap between two Board Meetings
did not exceed four months. During the Financial year 2009-10 one Circular Resolution was passed on May 11, 2009.
The details in regard to attendance of Directors at Board Meetings/Shareholders Meetings, the number of Directorship(s) held in
Indian public limited companies and the position of Membership/Chairmanship of Audit Committee and Shareholders/Investors’
Grievance Committee in such Indian public limited companies are given below:
Name of the Director Category of No. of Attendance Directorship No. of Board Relationship
Directorship Board at the held in Committees interse
Meetings AGM held on other Indian (other than Directors
attended June 10, 2009 public limited Raymond
out of 7 companies Limited)
Meetings (excluding in which
held Raymond Chairman/
Limited) Member
Chairman Member
Dr. Vijaypat Singhania, Promoter, 6 Yes 6 Nil 1 Related to
Chairman Emeritus Non-Executive Shri Gautam
DIN : 00020063 Hari Singhania
Shri Gautam Hari Promoter, 7 Yes 8 Nil 2 Related to
Singhania, Executive Dr. Vijaypat
Chairman and Singhania
Managing Director
DIN :00020088
Shri U.V. Rao Independent, Nil out Not 5 2 2 —
(upto May 15, 2009) Non-Executive of 1 Applicable
DIN:00012490
Shri Nana Chudasama Independent, Nil out No 4 Nil Nil —
(upto June 10, 2009) Non-Executive of 1
DIN :00019768
Shri B. V. Bhargava Independent, 1 out No 10 5 4 —
(upto June 10, 2009) Non-Executive of 1
DIN:00001823
Shri I. D. Agarwal Independent, 7 Yes 1 1 1 —
DIN :00293784 Non-Executive
Shri Nabankur Gupta Independent, 7 Yes 9 1 3 —
DIN: 00020125 Non-Executive
Shri P. K. Bhandari Non-Independent, 7 Yes 11 2 3 —
DIN:00021923 Non-Executive
Shri Shailesh V. Independent, 6 out Not 14 4 5 —
Haribhakti Non-Executive of 6 Applicable
(w.e.f June 15, 2009)
DIN:00007347
Shri Pradeep Guha Independent, 5 out Not 6 Nil Nil —
(w.e.f June 15, 2009) Non-Executive of 6 Applicable
DIN 00180427
Shri Desh Deepak Executive, 5 out Not 4 Nil 1 —
Khetrapal, Non-Promoter of 5 applicable
Wholetime Director
(w.e.f June 20, 2009)
(Resignation accepted
on April 27, 2010).
DIN :02362633
13
CMYK
BOARD PROCEDURE
The Board generally meets once in a quarter to review the quarterly business and financial performance of the Company and
its subsidiaries. These Meetings are scheduled well in advance and the notice of each Board Meeting is given in writing to each
Director. All the items on the Agenda are accompanied by notes giving comprehensive information on the related subject and
in certain matters such as financial/business plans, financial results and the same are tabled at the meeting.
The Agenda and the relevant notes are sent in advance separately to each Director and only in exceptional cases, the same
is tabled at the meeting. The Minutes of the Board Meetings are also circulated in advance to all Directors and confirmed at
subsequent Meeting. The Board reviews the performance of the Company every quarter vis-à-vis the targets set by them and
helps in the major strategic decisions and policy formulations. The Members of the Board are also free to recommend the
inclusion of any matter for discussion in consultation with the Chairman.
The Board members are briefed at every Board Meeting, on the overall performance of the Company, with presentations by
Business Heads and Senior Management. The performance vis-à-vis budgets are also presented to the Members of the Board.
The information as specified in Annexure (I) (A) to Clause 49 of the Listing Agreement is regularly made available to the Board.
The Minutes of Audit Committee and other Committees of the Board are circulated in advance to all Directors, regularly placed
before the Board and noted by the Board.
3. AUDIT COMMITTEE:
BROAD TERMS OF REFERENCE
The composition, quorum, powers, role, review of information, scope, etc., of the audit committee is in accordance with the
Section 292A of the Companies Act, 1956 and the provisions of Clause 49 II. (A), (B), (C), (D) and (E) of the Listing Agreement. The
Audit Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The Audit Committee
inter-alia provides assurance to the Board on the adequacy of the internal control systems and financial disclosures.
The Terms of Reference of the Audit Committee are as per the provisions and requirements of the Listing Agreement with the
Stock Exchanges and in accordance with Section 292A of the Companies Act, 1956. These broadly include approval of Annual
Internal Audit Plan, review of financial reporting system, internal controls system, discussion on quarterly, half-yearly annual
financial results, interaction with Statutory and Internal Auditors, In-camera meeting with Statutory and Internal Auditors,
recommendation for the appointment of Statutory and Cost Auditors and fixing their remuneration, appointment and remuneration
of Internal Auditors, Review of Business Risk Management Plan, Management Discussions & Analysis, Review of Internal Audit
Reports, significant related party transactions. The Company has framed the Audit Committee Charter for the purpose of
effective compliance of Clause 49 of the Listing Agreement.
In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek
information from employees and to obtain outside legal and professional advice.
Additionally, the following terms of reference were issued to the Audit Committee by the Board of Directors:
a) to consider and recommend to the Board the following:
(i) investment guidelines for treasury operations;
(ii) capital expenditure for enhancement of production capacity (excluding capital expenditure for normal maintenance/
repairs/replacements);
b) to review the Annual Budget;
c) to take note of the significant decisions taken, or important developments; considered at the Management Committee/
Working Board Meetings; and
d) to carry out any other duties that may be delegated to the Audit Committee by the Board of Directors from time-to-time.
The Audit Committee, while reviewing the Annual Financial Statements also reviewed the applicability of various Accounting
Standards (AS) referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. Compliance of the Accounting
Standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended
March 31, 2010. The Company has appointed a firm of Chartered Accountants as Internal Auditors to review the internal control
systems of the Company and to report thereon. The report of the Internal Auditors is reviewed by the Audit Committee.
The Members of the Audit Committee comprised of the following:
Name of the Director Category Qualifications required to be a member
Shri Shailesh V. Haribhakti, Chairman Independent, Non-Executive Has the requisite accounting and financial
(w.e.f June 15, 2009) management expertise
Shri Nabankur Gupta Independent, Non-Executive Has the requisite accounting and financial
(Chairman upto June 15, 2009 - management expertise
Member thereafter)
Dr. Vijaypat Singhania Promoter, Non-Executive Has the requisite accounting and financial
management expertise
Shri I.D. Agarwal Independent, Non-Executive Has the requisite accounting and financial
(w.e.f June 15, 2009) management expertise
Shri B. V. Bhargava Independent, Non-Executive Had the requisite accounting and financial
(Upto June 10, 2009) management expertise
Shri U. V. Rao Independent, Non-Executive Had the requisite accounting and financial
(Upto May 15, 2009) management expertise
14
CMYK
The Chairman and Managing Director, Wholetime Director & Chief Operating Officer, President-Finance and Chief Financial
Officer, Business Heads of the Company’s Divisions, the representatives of the Statutory Auditors and the Internal Auditors are
permanent invitees to the Audit Committee Meetings. The representatives of the Cost Auditor attend such meetings of the Audit
Committee where matters relating to the Cost Audit Report are discussed. Shri Nabankur Gupta (Chairman of the Audit
Committee on the date of the 84th Annual General Meeting) was present at the last Annual General Meeting. The Company
Secretary acts as Secretary to the Audit Committee.
The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.
MEETINGS AND ATTENDANCE:
The Audit Committee held five meetings during the financial year ended March 31, 2010 and the gap between two meetings
did not exceed four months. The Audit Committee Meetings were held on April 23, 2009; July 30, 2009; October 22, 2009;
December 23, 2009 and January 20, 2010.
The attendance of the Members at the Audit Committee Meetings are as under:
Name of the Director No. of meetings No. of meetings Leave of
held during tenure attended during tenure absence sought
Shri Shailesh V. Haribhakti
(w.e.f June 15, 2009) 4 4 Nil
Shri Nabankur Gupta 5 5 Nil
Dr. Vijaypat Singhania 5 5 Nil
Shri I.D. Agarwal
(w.e.f June 15, 2009) 4 4 Nil
Shri B. V. Bhargava
(Upto June 10, 2009) 1 1 Nil
Shri U. V. Rao
(Upto May 15, 2009) 1 Nil 1
4. REMUNERATION AND NOMINATION COMMITTEE:
TERMS OF REFERENCE
• Reviewing the overall compensation policy, service agreements, ESOP Schemes and other employment conditions of
Managing/Wholetime Directors and Senior Management (one level below the Board of Directors);
• Reviewing the performance of the Managing/Wholetime Directors/Senior Management and recommending to the Board,
the quantum of annual increments and annual commission;
• The Committee has the mandate to recommend the size and composition (including functional specialist) of the Board,
establish procedures for the nomination process, and recommend candidates for selection to the Board/nominate Wholetime
Directors; and
• Structure and design a suitable succession planning policy for Board and Senior Management team of the Company.
The Remuneration and Nomination Committee presently comprises of the following:
Name of the Director Position Category
Shri I.D. Agarwal Chairman Independent, Non-Executive
(w.e.f June 15, 2009)
Dr. Vijaypat Singhania Member Promoter, Non-Executive
Shri Nabankur Gupta Member Independent, Non-Executive
Shri Pradeep Guha Member Independent, Non-Executive
(w.e.f June 15, 2009)
Shri Gautam Hari Singhania Member Promoter, Executive
(w.e.f. October 22, 2009)
Shri Shailesh V. Haribhakti Member Independent, Non Executive
(w.e.f. October 22, 2009)
Shri. B. V. Bhargava Chairman Independent, Non-Executive
(Upto June 10, 2009)
Shri Nana Chudasama Member Independent, Non-Executive
(Upto June 10, 2009)
MEETING AND ATTENDANCE
The Remuneration Committee held three meetings during the financial year ended March 31, 2010. The Meetings were held on
April 23, 2009, June 20, 2009 and January 13, 2010.
15
CMYK
The attendance of the Members at the Remuneration and Nomination Committee Meetings are as under:
Name of the Director No. of meetings No. of meetings Leave of
held during attended during absence sought
tenure tenure
Shri I.D. Agarwal 2 2 Nil
Dr. Vijaypat Singhania 3 2 1
Shri Nabankur Gupta 3 3 Nil
Shri Pradeep Guha 2 2 Nil
Shri Gautam Hari Singhania 1 1 Nil
Shri Shailesh V. Haribhakti 1 1 Nil
Shri B. V. Bhargava 1 1 Nil
Shri Nana Chudasama 1 Nil 1
REMUNERATION POLICY
A. Remuneration to Non-Executive Directors
The Non-Executive Directors are paid remuneration by way of Commission and Sitting Fees. In the 83rd Annual General Meeting
the shareholders’ have approved payment of commission of a sum not exceeding 1% of the annual net profit of the Company
subject to the overall ceiling limit of Rs.25 lakhs to the Non-Executive Directors of the Company. The Non-Executive Directors are
paid sitting fees for each meeting of the Board or Committee of Directors attended by them. During the financial year 2009-10
(with effect from August 1, 2009), the sitting fees paid to Non-Executive Directors has been revised from Rs. 10,000/- to
Rs. 20,000/- for each meeting of the Board or Committee of Directors attended by them. The total amount of sitting fees paid
during the financial year 2009-10 was Rs.14.70 Lakhs.
None of the Non-Executive Directors have any material pecuniary relationship or transactions with the Company.
Dr. Vijaypat Singhania, Chairman Emeritus, belongs to the Promoter group.
B. Remuneration to Chairman and Managing Director and Wholetime Director
The appointment of Chairman and Managing Director and Wholetime Director is governed by resolutions passed by the Board
of Directors and shareholders of the Company, which covers the terms of such appointment and remuneration, read with the
service rules of the Company. Payment of remuneration to Chairman and Managing Director and Wholetime Director is
governed by the respective Agreements executed between them and the Company. Remuneration paid to Chairman and
Managing Director and Wholetime Director is recommended by the Remuneration Committee, approved by the Board and is
within the limits set by the shareholders. The remuneration package of Chairman and Managing Director and Wholetime
Director comprises of salary, perquisites and allowances, commission and contributions to Provident and other Retirement
Benefit Funds as approved by the shareholders. Annual increments are linked to performance and are decided by the
Remuneration Committee and recommended to the Board for approval thereof.
The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting
and retaining high caliber talent.
There is no separate provision for payment of severance fees under the resolutions governing the appointment of Chairman and
Managing Director and Wholetime Director.
Presently, the Company does not have a scheme for grant of stock options or performance linked incentives for its Directors.
At the 84th Annual General Meeting of the Company, the shareholders of the Company had subject to the approval of the
Central Government approved by special resolution, the payment of excess remuneration to Shri Gautam Hari Singhania,
Chairman and Managing Director, for the period from April 1, 2008 to March 31, 2009, and Shri P.K. Bhandari, Wholetime Director
for the period from April 1, 2008 to April 23, 2008 in view of loss suffered by the Company.
The Company has received the approval from the Central Government under Section 309(5B) for the payment of
Rs.3,20,41,242/- as managerial remuneration to Shri Gautam Hari Singhania, Chairman and Managing Director for the period
from April 1, 2008 to March 31, 2009.
The Central Government also approved the waiver of recovery of excess managerial remuneration of Rs.6,26,512/- from
Shri P. K. Bhandari for the period from April 1, 2008 to April 23, 2008.
By Postal Ballot dated June 20, 2009 the shareholders approved the re-appointment of Shri Gautam Hari Singhania, as Chairman
and Managing Director for a period of five years w.e.f July 1, 2009 and subject to the approval of the Central Government the
payment of managerial remuneration to Shri Gautam Hari Singhania, as Chairman and Managing Director as minimum
remuneration for a period of three years. The Company has accordingly received the approval of the Central Government for
the appointment of Shri Gautam Hari Singhania as Chairman and Managing Director for a period of two years w.e.f. July 1, 2009
to June 30, 2011 and the payment of remuneration of Rs. 3,20,41,242/- per annum for the period July 1, 2009 to June 30, 2011. The
Company is awaiting the approval of the Central Government for the period April 1, 2009 to June 30, 2009.
Similarly by Postal Ballot dated June 20, 2009 the shareholders approved the appointment of Shri Desh Deepak Khetrapal, as
Wholetime Director for a period of five years w.e.f June 20, 2009 and subject to the approval of the Central Government the
payment of managerial remuneration to Shri Khetrapal, as minimum remuneration for a period of three years. The Company has
accordingly applied to the Central Government for the payment of remuneration of Rs. 1,43,00,000/- to the Wholetime Director
for the period from June 20, 2009 to March 31, 2010. The Company has received the approval of the Central Government
against which certain clarification has been sought.
16
CMYK
DETAILS OF REMUNERATION PAID TO ALL THE DIRECTORS FOR THE YEAR ENDED MARCH 31, 2010
(a) NON-WHOLETIME DIRECTORS
Name of the Director Sitting Fees (Rs.) No. of Shares held
Shri U.V.Rao
(upto June 15, 2009) 10,000 Nil
Shri B. V. Bhargava
(upto June 10, 2009) 40,000 Nil
17
CMYK
The composition of the Committee of Directors and the attendance during 2009-10 are as under:
Name of the Director Category No of meeting No of meetings
held during attended during
tenure tenure
Shri Nabankur Gupta
Chairman (w.e.f. June 20, 2009) Independent, Non-Executive 9 9
Shri Gautam Hari Singhania Promoter, Executive 13 13
Shri P. K. Bhandari Non-promoter, Non-Executive 13 13
Shri Nana Chudasama
(Acted as Chairman
upto June 10, 2009) Independent, Non-Executive 4 4
COMPLIANCE OFFICER
The Board has designated Shri Thomas Fernandes, Director – Secretarial & Company Secretary as the Compliance Officer.
DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED, NOT SOLVED AND PENDING SHARE TRANSFERS
The total number of complaints received and replied to the satisfaction of the shareholders during the year ended
March 31, 2010 was 87.
There were no complaints outstanding as on March 31, 2010. The number of pending share transfers and pending requests for
dematerialization as on March 31, 2010 were Nil.
Shareholders’/Investors’ complaints and other correspondence are normally attended to within seven working days except
where constrained by disputes or legal impediments. No investor grievances remained unattended/pending for more than thirty
days as on March 31, 2010.
6. GENERAL BODY MEETINGS:
a. Location and time, where last three Annual General Meetings were held are given below :
Financial Year Date Location of the Meeting Time
2006-2007 June 18, 2007 Registered Office of the Company at Ratnagiri 11.00 A.M.
2007-2008 June 18, 2008 Registered Office of the Company at Ratnagiri 11.00 A.M.
2008-2009 June 10, 2009 Registered Office of the Company at Ratnagiri 11.00 A.M.
b. Special Resolutions passed at last three Annual General Meetings :
(i) The payment of commission to Non-Executive Directors for the financial year 2006-2007 and 2007-2008 was passed at
the 82nd Annual General Meeting of the Company held on June 18, 2007, which was put to vote by show of hands and
was passed unanimously.
(ii) In the 83rd Annual General Meeting held on June 18, 2008, the shareholders’ have approved payment of commission of
a sum not exceeding 1% of the annual net profit of the Company subject to the overall ceiling limit of Rs.25 lakhs to the
Non-Executive Directors of the Company, by passing a special resolution for a period of three financial years commencing
from April 1, 2008 to March 31, 2011.
(iii) At the 84th Annual General Meeting of the Company, the shareholders of the Company had subject to the approval of
the Central Government passed as special resolutions, the payment of minimum remuneration in the absence or
inadequacy of profits to Shri Gautam Hari Singhania, Chairman and Managing Director, for the period from April 1, 2008
to June 30, 2009, and Shri P.K. Bhandari, Wholetime Director for the period from April 1, 2008 to April 23, 2008 in view of
inadequacy of profit.
c. Passing of resolutions by Postal Ballot:
During the financial year 2009-10, three postal ballots were conducted. The details of which are as follows:
i. Notice dated June 20, 2009 was issued for seeking the approval of the shareholders by a Special Resolution for
re-appointment of Shri Gautam Hari Singhania, as Chairman and Managing Director w.e.f. July 1, 2009 for a period of
five years and fixing remuneration including minimum remuneration for a period of three years and for the appointment
of Shri Desh Deepak Khetrapal as Wholetime Director w.e.f. June 20, 2009 for a period of five years and fixing remuneration
including minimum remuneration for a period of three years, result of this postal ballot was declared on August 17, 2009.
ii. Notice dated July 30, 2009 was issued for seeking the approval of the shareholders for reorganization of the Company’s
files business by transfer of Files & Tools division of the Company to its wholly owned subsidiary, JK Files (India) Limited
(formerly known as Hindustan Files Limited) as a going concern on slump sale basis and for alteration of object Clause
of the Memorandum of Association of the Company by adding Clause for development of realty business, result of this
postal ballot was declared on September 30, 2009.
iii. Notice dated October 1, 2009 was issued for seeking the approval of the shareholders for commencement of Real
Estate business, result of this postal ballot was declared on November 10, 2009.
d. Extraordinary General Meeting:
No Extraordinary general meeting was held by the Company during the financial year ended March 31, 2010.
7. SUBSIDIARIES :
The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free
reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries
in the immediately preceding accounting year.
18
CMYK
8. CODE OF CONDUCT :
The Board of Directors have adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The said
Code has been communicated to the Directors and members of the Senior Management. The Code has also been displayed
on the Company’s website – www.raymond.in.
9. INSIDER TRADING :
Code of Conduct for Prevention of Insider Trading
The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading
Regulations of 1992 which ordain new action steps by corporates and other market intermediaries for the purposes of prevention
of Insider Trading.
Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company has
adopted a ‘Code of Conduct for Prevention of Insider Trading’ (The Code) with effect from October 1, 2002. The Code of
conduct for prevention of Insider Trading is amended from time to time reflecting the changes brought in by SEBI in the Insider
Trading regulations. The Code is applicable to all Directors and such Designated Employees who are expected to have access
to unpublished price sensitive information relating to the Company. The Company Secretary has been appointed as the
Compliance Officer for monitoring adherence to the said Regulations.
10. DISCLOSURES :
a. Disclosure on materially significant related party transactions that may have potential conflict with the interests of the
Company at large.
There are no materially significant related party transactions made by the Company with its Promoters, Directors or
Management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at
large.
Transactions with related parties as per requirements of Accounting Standard (AS-18 ) – ‘Related Party Disclosures’ are
disclosed in Note No. 19 of Schedule 16 to the Accounts in the Annual Report.
b. Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section
211 (3) (c) of the Companies Act, 1956. The significant accounting policies which are consistently applied are set out in the
Annexure to Notes to the Accounts.
c. Risk Management
Business risk evaluation and management is an ongoing process within the Company. During the year under review, a
detailed exercise on ‘Risk Assessment and Management’ was carried out covering the entire gamut of business operations
and the Board was informed of the same.
d.Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or
any statutory authority, on any matter related to capital markets, during the last three years.
The Company has complied with all requirements of the Listing Agreements entered into with the Stock Exchanges as well
as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the
Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last
three years.
e. Non-mandatory requirements
Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement are being reviewed by the Board from
time to time.
11. MEANS OF COMMUNICATION:
(i) The Board of Directors of the Company approves the quarterly, half yearly and yearly financial results in the Proforma
prescribed by Clause 41 of the Listing Agreement within one month of the close of the respective period.
(ii) The approved financial results are forthwith sent to the Listed Stock Exchanges and are published in a national English
newspaper. In addition, the same are published in local language (Marathi) newspaper, within forty-eight hours of approval
thereof. Presently the same are not sent to the shareholders separately.
(iii) Pursuant to Clause 51 of the Listing Agreement, all data related to quarterly financial results, shareholding pattern, etc., are
hosted on the Electronic Data Information Filing and Retrieval (EDIFAR) website www.sebiedifar.nic.in maintained by SEBI in
association with the National Informatics Centre, within the time frame prescribed in this regard. EDIFAR has been discontinued
by SEBI with effect from April 1, 2010.
(iv) The Company’s financial results and official news releases are displayed on the Company’s Website www.raymond.in.
(v) Any presentation made to the institutional investors and analysts are also posted on the Company’s website.
(vi) Management Discussion and Analysis forms part of the Annual Report, which is sent to the shareholders of the Company.
12. GENERAL SHAREHOLDER INFORMATION:
Detailed information in this regard is provided in the section ‘Shareholder Information’ which forms part of this Annual Report.
13. COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to the Directors’ Report and
Management Discussion and Analysis.
The Certificate from the Statutory Auditors will be sent to the Listed Stock Exchanges along with the Annual Reports of the
Company.
19
CMYK
DECLARATIONS
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board members and Senior Management
Personnel have affirmed compliance with Raymond Limited Code of Business Conduct and Ethics for the year ended
March 31, 2010.
As required by sub clause V of Clause 49 of the Listing Agreement with the Stock Exchanges, we have certified to the Board that for
the financial year ended March 31, 2010, the Company has complied with the requirements of the said sub clause.
To the Members of
Raymond Limited
We have examined the compliance of conditions of Corporate Governance by Raymond Limited, for the year ended
31st March 2010, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the
Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation
thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Listing Agreements.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Shishir Dalal
Partner
Membership Number: 037310
Mumbai: April 27, 2010
20
CMYK
SHAREHOLDER INFORMATION
Registered Office : Plot No. 156 / H. No.2, Village Zadgaon, Ratnagiri 415 612, Maharashtra
Phone : 95-2352-232514; Fax : 95-2352- 232513; Website : www.raymond.in
Annual General Meeting : Day, Date and Time : Tuesday, June 15, 2010 at 11.00 A.M.
Venue : Registered Office of the Company : Plot No. 156/ H. No. 2, Village Zadgaon,
Ratnagiri 415 612, Maharashtra.
Financial Calendar :
• Financial reporting for the quarter ending June 30, 2010 – End July 2010
• Financial reporting for the half year ending September 30, 2010 – End October 2010
• Financial reporting for the quarter ending December 31, 2010 – End January 2011
• Financial reporting for the year ending March 31, 2011 – End April 2011
Date of Book Closure : May 29, 2010 to June 15, 2010 (both days inclusive), for the purpose of Annual General Meeting.
Listing on Stock Exchanges:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited
(NSE). Annual Listing Fees as prescribed have been paid to both the Stock Exchanges for the year 2010 - 2011.
Global Depository Receipts are listed on Luxembourg Stock Exchange and Annual Listing Fees as prescribed has been paid to the
said Stock Exchange for the calendar year 2010.
Stock Code : Bombay Stock Exchange Limited – 500330
National Stock Exchange of India Limited – Raymond EQ
Demat ISIN No. for NSDL and CDSL – INE301A01014
Stock Market Data : The monthly high and low quotations and volume of shares traded on BSE and NSE during the year were as
follows :
BSE NSE
No. of Shares traded 34409484 60928689
Highest Share Price (Rs.) 271.75 271.95
Lowest Share Price (Rs.) 75.25 75.70
Closing share price as on March 31, 2010 (Rs.) 239.60 239.35
Market Capitalisation as on March 31, 2010 (Rs. in lakhs) 147069 146915
21
CMYK
20000 400
15000 300
12500 250
10000 200
7500 150
5000 100
2500 50
0 0
Aug-09
Dec-09
Jun-09
Jan-10
Sep-09
Feb-10
Jul-09
May-09
Oct-09
Apr-09
Nov-09
Mar-10
April 2009 to March 2010
BSE Sensex Low BSE Sensex High Share Price High Share PriceLow
22
CMYK
Outstanding GDRs/ Warrants and Convertible Bonds, conversion date and likely impact on equity :
Outstanding number of GDRs represent 884512 equity shares (1.44%) of the total share capital as on March 31, 2010. Each GDR
represents 2 underlying equity shares. Since the underlying equity shares represented by GDRs have been allotted in full, the
outstanding GDRs have no impact on the equity of the Company.
The Company during the financial year 2007 – 2008 had issued 61,38,085 warrants on a preferential basis to one of the promoters,
J.K.Investors (Bombay) Limited, as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 entitling the warrant holders to
apply for equivalent number of fully paid equity shares of Rs.10/- each at a price of Rs. 340/- per share. In terms of the special
resolution, the said warrants had been issued upon payment of 10% of the amount. The balance 90% of the amount was payable on
or before June 3, 2009. J.K.Investors (Bombay) Limited have not exercised their option and hence the warrants have lapsed.
23
CMYK
Unclaimed Dividends :
Pursuant to Section 205C of the Companies Act, 1956, dividends that are unpaid/unclaimed for a period of seven years from the
date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund
(IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates
when unpaid/unclaimed dividends are due for transfer to IEPF:
Financial Year Date of declaration of Dividend Due Date for transfer to IEPF
2002-2003 June 11, 2003 July 17, 2010
2003-2004 June 30, 2004 August 6, 2011
2004-2005 June 16, 2005 July 22, 2012
2005-2006 June 23, 2006 July 29, 2013
2006-2007 June 18, 2007 July 24, 2014
2007-2008 June 18, 2008 July 24, 2015
2008-2009 No Dividend declared —
Members who have so far not encashed their dividend warrants are requested to write to the Company/Registrar to claim the same,
to avoid transfer to IEPF. Members are advised that no claims shall lie against the said Fund or the Company for the amounts of
dividend so transferred to the said Fund.
During the financial year under review, the Company has transferred Rs. 28,33,193 to Investors Education and Protection Fund
towards Unclaimed Dividend, Fixed Deposits, Interest on Fixed Deposits, Debentures and Interest on Debentures.
Nomination:
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be
transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also
available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms
can be obtained from the Company’s Registrar and Share Transfer Agent.
Electronic Clearing Service:
The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by
the depositories and shareholders for crediting dividends through Electronic Clearing Services (ECS) to the investors wherever ECS
and bank details are available. In the absence of ECS facility, the Company is required to print the bank account details on the
dividend warrants. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than for
depositing the money in the accounts specified on the dividend warrants and ensures safety for the investors. The Company
complies with the SEBI requirement.
Plant Locations:
The Company has the following manufacturing and operating Divisions :
Textile Division :
Thane Jekegram, Thane, Maharashtra - 400 606; (upto December, 2009);
Jalgaon No. E/1, MIDC Area, Phase II, Ajanta Road, Jalgaon, Maharashtra - 425 003;
Chhindwara B 1, A.K.V.N., Boregaon Industrial Growth Centre, Kailash Nagar, Tehsil Sauser, Dist. Chhindwara, Madhya
Pradesh - 480 001;
Vapi N. H. No.8, Khadki - Udwada, Taluka Pardi, District Valsad, Gujarat - 396 185;
Bangalore No.4/2A, 2B, 5/3A, 3B, Gundapura, Gowribidanur, Taluk Chikkaballapura, Bangalore, Karnataka – 561208.
Aviation Division : Old Apperal Building, Jekegram, Pokhran Road No. 1, Thane (West) - 400 606.
Address for Correspondence:
24
CMYK
Shishir Dalal
Partner
Membership Number: 037310
Mumbai
27th April, 2010
25
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26
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10. The Company has no accumulated losses as at 31st March 2010 and it has not incurred any cash losses in the financial year
ended on that date or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the information and explanation given to us, the Company has
not defaulted in repayment of dues to any financial institution or bank or debenture holder during the year.
12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and
other securities.
13. In respect of shares, securities, debentures and other investments dealt or traded by the Company, proper records have been
maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are
held by the Company in its own name
14. According to the information and explanations given to us, and the representations made by the management, the Company
has given guarantee for loans taken by its subsidiaries from Banks aggregating Rs.12707.79 lacs. In our opinion, the terms and
conditions of these guarantees given by the Company, for loans taken by others from banks or financial institutions during the
year, are not prejudicial to the interest of the Company.
15. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been
applied for the purposes for which they were obtained.
16. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information
and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.
17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained
under Section 301 of the Act during the year.
18. On the basis of the records and documents examined by us, the Company has, during the year, issued short term privately
placed secured debentures with daily put/call option, aggregating Rs.3700 lacs, which have been repaid prior to the creation
of any security in favour of the debentures holders.
19. The Company has not raised any money by public issues during the year.
20. During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come
across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such
case by the management.
21. The other clauses, (iii)(b), (iii)(c), (iii)(d), (iii)(f), (iii)(g) and (xiii) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 as
amended by the Companies (Auditor’s Report) Order, 2004, are not applicable in the case of the Company for the current year,
since in our opinion there is no matter which arises to be reported in the aforesaid order.
27
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28
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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010
Year ended Year ended
Schedule 31st March, 2010 31st March, 2009
No. (Rs. in lacs) (Rs. in lacs)
INCOME
Sales, Services and Export Incentives 8 133936.91 139325.37
Less:Excise Duties (439.50) (1405.99)
133497.41 137919.38
Other Income 9 9209.07 9860.40
142706.48 147779.78
EXPENDITURE
Material Costs 10 39125.88 44290.85
Manufacturing and Operating Costs 11 24649.24 27030.47
(Increase)/Decrease in finished and process stock 12 5545.62 (2904.95)
Employment Costs 13 25453.53 26100.26
Administrative, Selling and General expenses 14 27801.07 32845.78
Finance Charges 15 9803.10 8500.86
Loss/(Gain) on Variation In Foreign
Exchange Rates (Net) (897.36) 8910.27
Depreciation and Amortisation 11130.65 8881.35
142611.73 153654.89
Finished and process stock transferred on
divestment of Business (1793.07) -
140818.66 153654.89
PROFIT/(LOSS) FOR THE YEAR BEFORE EXCEPTIONAL ITEMS: 1887.82 (5875.11)
EXCEPTIONAL ITEMS (Refer Note 17)
- Surplus on divestment of Files and Tools business 4450.82 -
- Others (4334.30) (23879.95)
PROFIT/(LOSS) FOR THE YEAR BEFORE TAX 2004.34 (29755.06)
Provision for Income Tax :
- Current Tax 250.00 -
Less: MAT Credit (250.00) -
- Deferred Tax charge/(credit) (732.17) (3130.38)
- Fringe Benefit Tax - 315.00
Provision for Wealth Tax 100.00 100.00
PROFIT/(LOSS) FOR THE YEAR AFTER TAX 2636.51 (27039.68)
Prior period adjustments (Net) (Refer Note 16) (130.76) (65.41)
Tax in respect of earlier years (Net) - (50.04)
Balance brought forward 5519.41 32674.54
Balance carried to Balance Sheet 8025.16 5519.41
Disclosure for discontinued operations
-Pre tax profit from ordinary activity 206.71 1043.55
-Less: Tax thereon 43.54 145.88
163.17 897.67
Weighted average number of Equity Shares outstanding
during the year 61380853 61380853
Basic and diluted earnings per share, including exceptional
items (in Rs.) 4.08 (44.24)
Basic and diluted earnings per share, excluding exceptional
items (net of tax) (in Rs.) 2.74 (5.94)
Notes forming part of the Accounts 16
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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010
Year Ended Year Ended
31st March, 2010 31st March, 2009
(Rs. in lacs) (Rs. in lacs)
A. Cash Flow arising from Operating Activities:
Net Profit/(Loss) before Tax and Exceptional Items as per
Profit and Loss Account 1887.82 (5875.11)
Add/(Deduct):
a) Bad Debts, Advances and Claims written off 753.92 117.73
b) Provision no longer required (2443.03) (607.45)
c) Credit balance appropriated (16.58) (146.17)
d) Provision for Diminution in value of Investments — 1313.56
e) Depreciation and Amortisation Charge 11130.65 8881.35
f) Finance Charges and Gain/Loss on variation in
Foreign Exchange rates 6791.70 20806.45
g) Loss on sale of Assets ( Net) 140.92 45.49
h) Interest Income (2836.46) (4136.00)
i) Dividend Income (160.46) (1949.28)
j) Surplus on sale of Investments (1795.36) (1721.52)
11565.30 22604.16
Operating Cash Profit before Working Capital Changes 13453.12 16729.05
Add/(Deduct):
a) Increase/(Decrease) in Trade Payable 119.87 7544.03
b) Decrease/ (Increase) in Trade and Other Receivables (4715.12) (9431.10)
c) Decrease/(Increase) in Inventories 2749.79 (1066.18)
(1845.46) (2953.25)
Cash Flow from Operations 11607.66 13775.80
Add :
Direct Taxes (Net) (865.76) (1343.77)
Cash Flow before Prior Period Adjustments 10741.90 12432.03
Add/(Deduct) : Prior Period adjustments (133.38) (65.62)
Net Cash Inflow in the course of Operating Activities 10608.52 12366.41
Deduct: Voluntary Retirement Compensation and
other termination cost 3094.85 312.54
Net Cash Inflow in the course of Operating Activities
after Exceptional Items 7513.67 12053.87
B. Cash Flow arising from Investing Activities:
Inflow:
a) Sale of Fixed Assets 130.98 194.52
b) Interest Received 2633.41 4195.62
c) Dividend Received 160.46 1949.28
d) Sale of Long Term Investments 10503.98 12729.61
e) Capital Subsidy Received — 25.00
13428.83 19094.03
Outflow:
a) Acquisition of Fixed Assets 4765.82 41925.52
b) Investment in Subsidiaries/Joint Ventures 620.86 1293.58
c) Investment in other Long Term Investments 1008.39 752.10
d) Purchase of Current Investments (Net) 4644.06 14307.41
e) Increase in Loans to Companies (Net) — (3071.45)
11039.13 55207.16
Net Cash Inflow/(Outflow) in the course of Investing Activities 2389.70 (36113.13)
C. Cash Flow arising from Financing Activities:
Inflow:
a) Proceeds from Term Loans 16344.56 46329.33
b) Proceeds from other Borrowings (Net) — 500.95
16344.56 46830.28
Outflow:
a) Repayment of Term Loans 13750.56 —
b) Proceeds from other Borrowings (Net) 7750.37 —
c) Finance Charges (Net) 6770.78 18471.12
d) Dividend Paid — 1541.65
e) Tax on dividend — 260.79
28271.71 20273.56
Net Cash Inflow/(Outflow) in the course of Financing Activities (11927.15) 26556.72
Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C) (2023.78) 2497.46
Add: Balance at the beginning of the year 4679.94 2182.48
Cash and Cash Equivalents at the close of the year 2656.16 4679.94
30
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SCHEDULES ‘1’ TO ‘16’ ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT AND THE PROFIT AND
LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010.
31
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A. Assets
Land -
Freehold 2599.55 — 0.06 2599.49 — — — — 2599.49 2599.55
Leasehold 246.25 — 34.15 212.10 22.98 2.41 7.66 17.73 194.37 223.27
Buildings* 22582.28 766.70 866.86 22482.12 5648.95 842.06 443.85 6047.16 16434.96 16933.33
Plant and Machinery,
Electrical Installations and
Equipments* 118430.99 5665.06 3962.89 120133.16 54712.25 7883.77 3038.04 59557.98 60575.18 63718.74
Furniture, Fixtures and
Office Equipment 5000.97 324.01 249.12 5075.86 3046.61 382.07 156.08 3272.60 1803.26 1954.36
Livestock (at book value) 8.29 — 1.69 6.60 — — — — 6.60 8.29
Vehicles 2217.77 59.08 416.86 1859.99 1444.66 198.52 340.32 1302.86 557.13 773.11
Aircraft 9853.00 — — 9853.00 1889.33 552.60 — 2441.93 7411.07 7963.67
Boats and Water Equipments 7336.72 — 8.00 7328.72 2107.56 768.15 6.78 2868.93 4459.79 5229.16
Software 1788.31 — — 1788.31 1287.24 501.07 — 1788.31 — 501.07
Per Balance Sheet 170064.13 6814.85 5539.63 171339.35 70159.58 11130.65 @ 3992.73 77297.50 94041.85 99904.55
Previous year’s Total 134540.27 37073.19 1549.33 170064.13 62587.76 8881.35 @ 1309.53 70159.58 99904.55
* includes assets retired from active use. (Refer Note 3B (c) 11972.67 10714.04 1258.63
@ Net after adjustments on account of Excess provision for depreciation/amortisation
Rs. 2.62 lacs relating to earlier years (Previous year Rs. 0.21 lac).
B. Capital work-in-progress 4164.28 6210.69
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SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) 31st March, 2010 31st March, 2009
(fully paid up unless otherwise specified) Nos. (Rs. in lacs) Nos. (Rs. in lacs)
I. LONG TERM INVESTMENTS
A Investments in Government Securities : 0.06 0.06
National Saving Certificates (deposited with
Government Department as Security)
0.06 0.06
B Investments in Shares of Subsidiary Companies
(Unquoted):
1. Raymond Apparel Limited
- Equity Shares of Rs.10 each 2000000 191.51 2000000 191.51
- 6% Cumulative Redeemable Preference Shares of Rs.100 each 3430000 3430.00 3430000 3430.00
2. Raymond (Europe) Limited (Formerly J.K. (England) Limited)
(Equity Shares of £.1 each) 1,000 0.03 1,000 0.03
3. Jaykayorg AG (Equity Shares of Swiss Francs 100 each) 500 0.98 500 0.98
4. Pashmina Holdings Limited (Equity Shares of Rs.10 each) 740000 724.00 740000 724.00
5. Everblue Apparel Limited [ Refer Note 3A(a)]
- Equity Shares of Rs.10 each 5000000 500.00 5000000 500.00
- 6% Optionally Convertible Preference Shares of Rs.100 each 1000000 1000.00 1000000 1000.00
6. Regency Texteis Portuguesa, Limitada:
- Equity Shares 1148.91 1148.91
- Preference Shares 355.24 355.24
1504.15 1504.15
Less:Provision for diminution in value of Investments
[Refer Note 3B(b)] (1504.15) (512.00)
— 992.15
7. Colorplus Fashions Limited
- 0.01% Non Cumulative Preference Shares of Rs.100 each 398000 398.00 398000 398.00
8. Silver Spark Apparel Limited:
- Equity Shares of Rs.10 each 7000000 700.00 7000000 700.00
-7% Non Cumulative Preference Shares of Rs.100 each 1000000 1000.00 1000000 1000.00
9. Celebrations Apparel Limited (Equity Shares of Rs.10 each) 2710000 271.00 2710000 271.00
10. Scissors Engineering Products Limited:
- Equity Shares of Rs.10 each 6907450 690.75 6907450 690.75
- 6% Cumulative Optionally Convertible Preference Shares of
Rs.100 each 2052305 2052.31 2052305 2052.31
11. JK Talabot Limited (Equity Shares of Rs. 10 each) — 7248936 724.89
12. Raymond Europe SRL 41.58 41.58
Less:Provision for diminution in value of Investments (41.58) (41.58)
13. Raymond Woollen Outerwear Limited (Equity Shares of
Rs.10 each) [Refer Note 3A(b)] 9690000 969.00 9690000 969.00
14. J K Files (India) Limited (Formerly known as Hidustan Files Limited)
- Equity Shares of Rs.10 each 8740658 1222.01 3770070 377.01
- 6% Cumulative Redeemable Preference Shares of Rs.100 each 2200000 2200.00 —
15. Solitaire Fashions Limited [Formerly known as Gas Apparel Limited]
- Equity Shares of Rs.10 each 9250000 Re.1.00 —
Preference Shares of Rs.10 each 9250000 Re.1.00 —
15349.59 14021.63
C. Investments in Joint Ventures *
(unquoted)
1. Raymond Zambaiti Limited [Formely known as
Raymond Zambaiti Private Limited ] (Equity Shares of Rs.10 each) 41000000 4100.00 41000000 4100.00
2. Raymond UCO Denim Private Limited (Refer Note 3B(a))
- Equity Shares of Rs.10 each 10644250 16088.69 10644250 16088.69
- 0.1% Preference Shares of Rs.10 each 10000000 8700.00 10000000 8700.00
24788.69 24788.69
Less:Provision for diminution in value of Investments (16400.00) (16400.00)
8388.69 8388.69
12488.69 12488.69
* The Company has agreed with the lenders (Banks) of some of these Companies for not disposing off these investments without
their prior consent
33
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E. Non-Trade Investments:
Bonds (Quoted):
6.60% UTI Units Tax Free Bonds of Rs.100 each — 2000000 2000.00
— 2000.00
F. Non-Trade Investments:
Unquoted Debentures:
1. R.R. Investments & Estates Private Limited (Unsecured Debentures
of Rs.10,000 each) [Residual value after redemption Rs.7,800 each
(Net of redemption Rs.0.06 lac and proportionate acquisition
cost written off Rs.1.56 lacs)] 19 42.19 19 42.19
2. Raymond Apparel Limited (a subsidiary) (Fully Convertible
Unsecured Debentures of Rs.100 each) 2850000 2850.00 2850000 2850.00
3 Raymond UCO Denim Private Limited (a Joint Venture)
(Non- Convertible Unsecured Debentures of Rs.100 each
bearing interest linked to one year Government Security with
annual reset) 3344450 3344.46 2850000 2850.00
Less:Provision for diminution in value of Investments
[Refer Note 3B (a)] (2948.60) (2850.00)
395.86 —
3288.05 2892.19
G. Others:
5.50% NHAI Capital Gains Bonds Issue - of Rs.100000 each — 75000 7500.00
— 7500.00
34
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35
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36
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37
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54722.14 48292.05
Less:Provision for diminution in value of Current Investments (207.74) (1634.21)
Total - Current Investments 54514.40 46657.84
Total - Investments 88953.56 88859.46
Notes: Split Shares
# The Shares have been split (FV from Rs.10 to Rs.5)
* The Shares have been split (FV from Rs.2 to Re.1)
III. APPLICATION MONEY PENDING ALLOTMENT
Debenture Application Money
Raymond UCO Denim Private Limited 225.00 98.60
Less : Provision for Diminution [ Refer Note 3B(a)] — (98.60)
Per Balance Sheet 89178.56 88859.46
Acquired and Sold during the year
Nos. Acquisition
Cost
(Rs. in lacs)
38
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39
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40
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41
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42
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43
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44
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45
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(i) 57669.27 Secured by Mortgage of Immovable properties at the Company’s Textile Division at
(P.Y. 67665.12) Vapi (Gujarat) and Suit Plant at Gauribidanur (Karnataka). Also secured by
hypothecation of specified machineries situated at the Company’s Textile Division at
Vapi (Gujarat), Thane and Jalgaon (Maharashtra) and Chindwara (Madhya Pradesh)
and at the Suit Plant at Gauribidanur (Karnataka).
(ii) 15000.00 Secured by first charge on specific Plant & Machinery to the extent of minimum 15% of
(P.Y. 15000.00) the loan.
(b) Working Capital Loans (including Buyer’s Credit arrangement):
Secured by hypothecation of stocks, book debts and other current assets of the Company’s Textile Division.
2. Fixed Assets :
(a) In terms of the acquisition proceedings initiated by Thane Municipal Corporation, about 4,222 sq. metres of the Company’s
land at Thane is acquired for the purpose of widening of municipal road. Necessary accounting effect for the same will be
given in the year in which the matter is finally settled.
(b) Buildings include Rs.10.48 lacs in respect of ownership flats/portions of buildings or Co-operative Housing Societies and Rs.
0.02 lac in respect of shares held in Co-operative Housing Societies.
(c) Capital work-in-progress includes:
(i) Advances for capital expenditure Rs. 2024.08 lacs (Previous Year Rs.1999.06 lacs);
(ii) Machineries in transit Rs. 93.03 lacs (Previous year Rs. Nil).
3A. (a) The Company has an investment of Rs. 1500 lacs in the shares of Everblue Apparel Limited (EBAL), a wholly owned subsidiary
of the Company. Further, the Company has loans, advances and other receivables amounting to Rs. 1839.84 lacs recoverable
from EBAL. The net worth of EBAL has substantially eroded due to past operational losses. EBAL has entered into a conducting
Agreement with Raymond UCO Denim Private Limited (RUDPL) to manufacture Denim Jeans, label, package and store as
directed by RUDPL for a conducting fee in addition to reimbursement of certain costs and expenses incurred by EBAL in the
manufacturing process. This arrangement has improved the performance of EBAL and EBAL has made profit during the
current and past two years. Under the circumstances and on the basis of the estimates, no provision is considered necessary
by the management at present, for any diminution in the value of investments and also in respect of losses that may arise
in respect of loans to and other receivables from EBAL.
(b) The Company has an investment of Rs. 969.00 lacs in the equity shares of Raymond Woollen Outerwear Limited (RWOL), a
subsidiary of the Company. Further, the Company has loans, advances and receivables amounting to Rs. 3793.36 lacs
recoverable from RWOL. The accumulated losses as on 31st March 2010 have substantially exceeded the net worth of the
company due to operational losses. Various initiatives taken by RWOL has improved the performance and RWOL has made
operational cash profit during the year and in the previous year. Under the circumstances and on the basis of the estimates,
no provision is considered necessary by the management at present, for any diminution in the value of investments and
also in respect of losses that may arise in respect of loans to and other receivables from RWOL.
3B. (a) The Company has an aggregate exposure net of provision of Rs. 9009.55 lacs, including investment during the year Rs.
620.86 lacs (gross Rs. 31300.65 lacs less provision for diminution Rs. 22291.10) lacs in Raymond UCO Denim Private Limited
(RUDPL) a joint venture company. The Company has, at the close of the year, reassessed the carrying value of the
exposures. Based on the valuation by expert, no further provision is considered necessary at present. The said valuation is
based on the estimates of profits and realisable value of assets, which are subject to uncertainties.Considering the present
financial position of RUDPL, the Company has agreed to waive the interest due on loans and debentures upto 31st March
2010, amounting to Rs. 1067.32 lacs.
The Company has , along with its JV partner, pledged shareholding in RUDPL as security for a loan taken by a subsidiary of
RUDPL to fund the employee separation cost. The Company, along with the Joint Venture Partner, had also undertaken to
additionally fund RUDPL in case it fails to meet certain covenants of the Facility cum Hypothecation Agreement with Banks.
(b) Regency Texteis Portugesa, Limitada (Regency), a wholly owned Subsidiary of the Company has been declared insolvent in
a court of jurisdiction due to its operations becoming unviable and significant part of receivables turning bad owing to
severe recession in Europe. The Company has made full provision for diminution in value of its investment and receivables in
Regency amounting to Rs. 992.15 lacs and Rs. 222.30 lacs respectively as an exceptional item.
46
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(c) The Company has, during the year, discontinued manufacturing operations at its textile plant at Thane. The Company has,
at the close of the year, assessed carrying value of fixed assets retired from active use based on valuation by experts. On
the basis of such valuations, there is no impairment on the carrying value of fixed assets. Certain workmen have accepted
the voluntary retirement scheme offered by the Company. The Company is in discussion with balance workmen for an
amicable settlement.
4. The promoters, during the year, did not exercise their right to convert 6138085 warrants into equity shares of the Company.
Accordingly, an amount of Rs 2086.95 lacs, representing the initial amount paid on allotment of such warrants has been forfeited
and credited to Capital Reserve.
5. (a) Loans and Advances in the nature of loans:
(Rs. in lacs)
Amount Maximum Shares held by
outstanding balance Loanee in the Company
during the No. of Maximum
year Shares No.of
outstanding Shares held
at the year-end during the year
(i) Subsidiaries:
Colorplus Fashions Limited 300.00 1,800.00 - -
(300.00) (300.00) (-) (-)
Pashmina Holdings Limited 300.00 300.00 - -
(300.00) (300.00) (-) (-)
Everblue Apparel Limited 1675.00 2012.75 - -
(2012.75) (2012.75) (-) (-)
JK Files (India) Limited 6085.00 6085.00 - -
(formerly Hindustan Files Limited) (-) (-) (-) (-)
Raymond Apparel Limited - 5000.00 - -
(-) (-) (-) (-)
Silver Spark Apparel Limited 1507.96 2507.96 - -
(1507.96) (1556.96) (-) (-)
Celebrations Apparel Limited 1021.08 1021.08 - -
(772.48) (1006.08) (-) (-)
JK Talabot Limited - 696.57 - -
(668.48) (687.61) (-) (-)
Ring Plus Aqua Limited - - - -
- (15.03) (-) (-)
Raymond Woollen Outerwear Limited 2840.64 2840.64 - -
(1515.64) (1515.64) (-) (-)
(ii) Associate Companies:
J.K. Investo Trade (India) Limited - - 20,11,325 20,11,325
- (30.00) (20,11,325) (20,11,325)
P T Jaykay Files Indonesia - - - -
- (56.38) (-) (-)
(iii) Joint Ventures:
Raymond Woollen Outerwear Limited - - - -
(a subsidiary w.e.f. 9th August 2008) - (1123.64) (-) (-)
Raymond UCO Denim Private Limited * 2942.50 2,942.50 - -
(Repayable on or before 6th August, 2013) * (2942.50) (2942.50) (-) (-)
(Figures in bracket relate to previous year)
* Refer Note 3B(a). Gross of provision of Rs. 2942.50 lacs.
(b) Advances recoverable in cash or in kind or for value to be received, considered good, includes:
(i) Due from Officers of the Company Rs. 29.40 lacs (Previous year Rs.49.20 lacs); Maximum balance during the year
Rs. 49.20 lacs (Previous year Rs.69.18 lacs).
(ii) Due from Subsidiary Companies Rs. 857.07 lacs (Previous year Rs.986.45 lacs).
47
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48
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7 As per the terms of agreements dated 31st August 2009 and dated November 2009 with JK Files (India) Limited (JKFIL) (formerly
Hindustan Files Limited), a wholly owned subsidiary of the Company, the Company during the year, divested its Files & Tools
business on a going concern basis to JKFIL w.e.f. 1st October 2009, on the terms and conditions mentioned in the agreements.
The financial statements of the year reflect the impact of the transactions. The surplus arising out of the transaction and the tax
expenses thereon are as under.
Rs in lacs
Surplus on divesment of files business 4450.82
Tax expenses:
Current Tax —
Deferred Tax 329.49 329.49
4121.33
The disclosure with respect to discontinued operations are as under:
Rs in lacs
Particulars 2009-10 2008-09
Revenue from ordinary activities 9,652.37 22,156.22
Expenses from ordinary activities 9,445.66 21,112.67
Net Cash Flow:
Operating activity 1,192.36 1,741.26
Investing activity 69.28 (133.07)
Financing Activity (1,310.26) (1,291.39)
49
CMYK
8. A. Managerial remuneration under Section 198 of the Companies Act, 1956, paid or payable during the financial year, to the
Directors, as under :
2009-2010 2008-2009
(Rs. in lacs) (Rs. in lacs)
Salary, Allowances and Gratuity paid 394.83 363.14
Contribution to Provident and Other Funds 37.31 46.53
432.14 409.67
Approximate money value of perquisites and benefits 50.66 18.11
482.80 427.78
(a) The employee-wise break-up of liability on account of Retirement Benefit Schemes based on actuarial valuation is not
ascertainable. The amounts relatable to the Directors is, therefore, disclosed in the year of payment.
(b) (i) In absence of adequate profits during the year, the Company made an application to the Central Government
for approval of remuneration of Chairman and Managing Director in terms of the shareholders’ approval. The
Central Government has approved the remuneration for the period July 2009 to March 2010. For the period April
2009 to June 2009, approval from the Central Government is awaited.
(ii) In respect of Whole Time Director appointed with effect from 20th June 2009, the Company made an application
for approval of appointment and remuneration in terms of the shareholders’ approval. The Company has received
the Central Government approval, against which certain clarification has been sought by the Company.
(iii) Pending such approval in case of (i) above and clarification in case of (ii) above, an amount of Rs.88.21 lacs
being remuneration in excess of the approvals received, is being held in trust by the managerial personnel.
(c) In terms of Central Government approval received by the Company during the year in respect of the managerial
remuneration paid / provided in the year 2008-09, the Company has written back an amount of Rs.3.90 lacs being
excess provision for remuneration. Previous year’s figures have accordingly been restated.
20114.10 11491.01
Net Profit/(Loss) in accordance with Section 198(1)/349 (6,598.13) (6,735.03)
50
CMYK
10. Imports:
Value of imports (including in-transit) calculated on C.I.F. basis
in respect of -
(i) Raw Materials, Merchanting Goods, etc. 12,789.03 14,141.68
(ii) Stores and Spare Parts 1,175.19 1,437.96
(iii) Capital Goods 555.10 23,791.12
(iv) Repairs 237.69 46.01
14. Revenue expenditure, including overheads on research and development incurred and charged out during the year through
the natural heads of account, aggregate Rs. 12.09 lacs (Previous year Rs. 18.67 lacs). The capital expenditure incurred for
research and development purposes, aggregate Rs.Nil (previous year Nil).
15A Sundry Creditors in Schedule ‘5’ to the Accounts include (i) Rs. Nil (Previous Year Rs. Nil) due to micro and small enterprises
registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME); and (ii) Rs. 19295.30 lacs (Previous
Year Rs. 22005.18 lacs) due to other creditors.
15B No interest is paid / payable during the year to any enterprise registered under the MSME.
15C The above information has been determined to the extent such parties could be identified on the basis of the information
available with the Company regarding the status of suppliers under the MSME.
51
CMYK
130.76 65.41
116.52 (23879.95)
(Rs. in lacs)
As at 31-3-2010 As at 31-3-2009 As at 31-3-2008
52
CMYK
53
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2. Transactions carried out with related parties referred in 1 above, in ordinary course of business:
(Rs. in lacs)
Related Parties
Nature of transactions Referred in Referred in Referred in Referred in Referred in
1(a) above 1(b) above 1(c) above 1(d) above 1(e) above
Purchases
Goods and Materials 5692.34 321.59 1201.97 - -
(8565.34) (28.04) (1047.37) (-) (-)
Fixed Assets 0.62 - - - -
(24.87) (3.78) (-) (-) (-)
DEPB Certificate - 23.82 - - -
(37.10) (-) (-) (-) (-)
Sales
Goods, Materials and Services 3366.92 0.75 195.81 - -
(5069.26) (84.36) (520.75) (-) (-)
Fixed Assets 3.43 - - - -
(1.22) (36.27) - (-) (-)
Expenses
Rent and other service charges 30.05 1.10 819.91 - 40.80
(28.65) (1.20) (962.03) (-) (40.80)
Job work charges 1505.42 - - - -
(692.55) (257.92) (-) (-) (-)
Agency Commission 668.50 - 560.89 - -
(687.56) (-) (479.02) (-) (-)
Remuneration (Refer Note 8) - - - 482.80 -
(-) (-) (-) (427.78) (-)
Interest paid - - 21.10 - -
(-) (-) (21.10) (-) (-)
Professional Fees - - - - 132.36
(74.58) (-) (-) (-) (134.59)
Directors’ Fees - - - - 2.00
(-) (-) (-) (-) (1.40)
Other Reimbursements 372.72 655.36 57.70 - -
(333.65) (57.94) (16.27) (-) (-)
Income
Rent and other service charges 412.62 17.87 67.10 - -
(322.86) (19.66) (30.45) (-) (-)
Interest/Dividend received 1131.79 0.77 - - -
(428.21) (506.58) (2.36) (-) (-)
Other Receipts
Deputation of staff 460.76 67.89 276.58 - -
(164.67) (136.67) (212.46) (-) (-)
Advertisement Reimbursements - - 92.09 - -
(135.81) (2.46) (-) (-) (-)
Other reimbursements 950.17 63.06 37.67 - -
(284.14) (127.23) (50.45) (-) (-)
Finance
Loans and Advances given #7320.85 - - - -
#(251.40) (-) (-) (-) (-)
Investments made 3045.00 620.86 - - -
(5.00) (1387.10) (-) (-) (-)
Outstandings
Commitments given on behalf of 12707.79 Refer note - - -
(14054.00) 3B(a) (-) (-) (-)
Payable 1440.80 656.64 695.53 - 5.67
(1353.22) (771.79) (396.78) (75.00) (-)
Receivable * 1895.22 0.33 29.35 - -
(2822.72) (730.42) (350.67) (-) (-)
Agency/Property Deposits received - 1.00 - - -
(-) (1.00) (211.02) (-) (-)
Security Deposit paid 150.00 - - - -
(150.00) (-) (-) (-) (-)
Loans and Advances **13729.68 * 2942.50 - - -
**(7077.31) * (2942.50) (-) (-) (-)
Property Deposit paid 10.33 1.00 2935.85 - 50.00
(98.77) (1.00) (2935.85) (-) (50.00)
54
CMYK
3 Disclosure in respect of material transactions with related parties during the year. (included in 2 above).
(Rs. in lacs)
2009-10 2008-09
Purchases
Sales
Rent Paid
Commission
Property Deposit
Guarantee Given
55
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As at 31.03.2010 As at 31.03.2009
(Rs.in lacs) (Rs. in lacs)
20. (a) Premises taken on operating lease:
The total future minimum lease rentals payable at the
Balance Sheet date is as under:
For a period later than one year and not later than five years 48.24 —
For a period later than five years — —
(i) Buildings:
Gross carrying amount 244.74 244.74
(ii) The total future minimum lease rentals receivable at the Balance Sheet date
is as under:
56
CMYK
*
H.S.S. Twist Drills - Lac Nos.
As certified by the Management and being a technical matter, accepted by the Auditors as correct.
NA #
NA #
NA #
144
1.50
7,200
$ 2548.71 M.T. used for captive consumption; Previous year 5608.43 M.T.
57
(C) Stocks and Turnover
CMYK
Class of Goods Unit Production/Purchase Opening Stock Closing Stock Turnover (net of sales returns) Sundries
2009-10 2008-2009 As at 1-4-2009 As at 1-4-2008 As at 31-3-2010 As at 31-3-2009 2009-2010 2008-2009 2009-2010 2008-2009
Quantity Quantity Quantity Value Quantity Value Quantity Value Quantity Value Quantity Value Quantity Value Quantity Quantity
Fabrics Lac Mtrs. 326.43 325.00 58.02 12733.87 36.10 7499.13 35.22 7415.43 58.02 12733.87 348.30 107384.11 302.96 98606.76 0.93 0.12
Rugs, Blankets & Lac Pcs./ 2.86 3.25 1.27 738.17 1.06 653.47 1.67 954.30 1.27 738.17 2.43 1717.27 3.10 1986.00 0.03 (0.06)
Shawls Mtrs.
Furnishing Lac Mtrs. 7.81 8.04 0.75 148.94 0.66 125.85 0.32 68.09 0.75 148.94 8.27 1764.42 8.07 1744.87 (0.03) (0.12)
Fabric
Garments Lac Pcs. 2.94 2.93 1.10 2021.27 1.66 1834.86 1.21 1576.98 1.10 2021.27 2.87 5228.77 3.45 5434.04 (0.04) 0.04
Shirtings Lac Mtrs. 7.43 6.03 1.79 315.54 2.61 436.63 2.43 399.02 1.79 315.54 6.68 1583.62 6.71 1540.48 0.11 0.14
Merchanting Lac Mtrs. 2.71 3.03 0.85 1029.71 1.74 1301.42 0.74 589.85 0.85 1029.71 2.78 1696.42 3.39 2453.21 0.04 0.53
Fabrics
Files and Rasps Lac Nos. 200.95 513.71 60.41 1425.32 51.43 1104.25 60.41 1425.32 209.76 6102.37 504.63 14559.10 51.60 0.10
H.S.S. Twist Drills Lac Nos. 72.49 146.02 11.95 282.48 13.09 336.66 11.95 282.48 74.47 1659.25 147.11 3339.48 9.97 0.05
Bars & Rods $ M.T. 2979.83 6365.27 73.86 35.74 127.16 57.02 73.86 35.74 323.91 110.46 810.14 542.15 181.57 —
58
Others 291.30 239.02 164.33 291.30 2544.02 2214.92 — —
} }
(b) Expected Return on Plan Assets 452.00 451.50
(c) Actuarial Gain/(Loss) (29.82) (19.55)
(d) Actual Company Contribution 254.48 N.A. 405.74 N.A.
(e) Liabilities assumed on Acquisition / Settled on Divestiture (1,028.17) —
(f) Benefits Paid (880.69) (326.65)
(g) Fair Value of Plan Assets as at the close of the year 5284.15 6516.35
5 Actuarial Assumptions
(a) Discount Rate (per annum) 8.0% 8.0% 7.5% 7.5%
(b) Expected Rate of Return on Assets (per annum) 7.5% N.A. 7.5% N.A.
(c) Salary Escalation Rate* 7.5% 7.5% 7.5% 7.5%
* takes into account the inflation, seniority, promotions and other relevant factors
6 Percentage of each Category of Plan Assets to total Fair Value of
Plan Assets as at the close of the year
(a) Government Securities 60% 55%
(b)
(c)
(d)
Corporate Bonds
Insurer Managed Funds
Others
33%
5%
2%
} N.A.
41%
1%
3%
} N.A.
59
CMYK
60
CMYK
iv) Interest in the assets, liabilities, income and expenses with respect to jointly controlled entities.
(Rs.in lacs)
2009-10 2008-09
A) Assets:
a) Fixed Assets (Net Block): 24499.48 26135.83
Capital Work-in Progress 166.10 157.39
b) Current Assets, Loans and Advances:
Inventories 6340.92 5899.33
Sundry Debtors 6200.95 6838.23
Cash and Bank Balances 1587.89 1467.79
Loans and Advances 1791.28 1496.75
Other Current Assets 1871.71 2594.60
B) Liabilities:
1) Loan Funds:
Secured Loans 21286.88 23526.18
Unsecured Loans 4836.21 4122.99
2) Current Liabilities and Provisions:
Liabilities 7219.99 8679.66
Provisions 4523.41 2573.17
3) Deferred Tax Liability (Net) 418.12 137.11
C) Income:
a) Sales and Export Incentives 34346.54 43227.99
b) Other Income 873.41 573.14
D) Expenditure:
a) Material Costs 14533.15 17654.61
b) Manufacturing Expenses and Inventory Variation 10686.46 13807.54
c) Employment Costs 3221.17 6573.38
d) Administrative, Selling and Other Expenses 2826.19 8912.28
e) Finance Charges 1775.47 2782.30
f) Depreciation 3189.99 4265.33
g) Provision for Taxation 282.82 (183.24)
26. In accordance with Accounting Standard-17 ‘Segment Reporting’, segment information has been given in the consolidated
financial statements of Raymond Limited, and therefore , no separate disclosure on segment information is given in these
financial statements.
27. Previous year’s figures have been regrouped / recast wherever necessary.In view of the divestment of the Files & Tools business,
the figures of current year are not comparable with corressponding figures of previous years.
28. Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these
Accounts as Annexure I.
Signatures to Schedules 1 to 16
61
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ANNEXURE I
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(annexed to and forming part of the Accounts for the year ended 31st March, 2010)
These financial statements have been prepared on an accrual basis and under historical cost convention and in compliance, in all
material aspects, with the applicable accounting principles in India, the applicable accounting standards notified under Section
211 (3C) and the relevant provisions of the Companies Act, 1956. The significant accounting policies adopted by the Company are
detailed below.
I. RECOGNITION OF INCOME AND EXPENDITURE :
(i) Revenues/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred.
(ii) Sale of Goods is recognised on transfer of significant risks and rewards of ownership which is generally on the dispatch of
goods.
(iii) Export Incentives under the “Duty Entitlement Pass Book Scheme” and “Duty Draw back Scheme” are accounted in the
year of export.
(iv) Compensation to employees under Voluntary Retirement Scheme (VRS) is written off in the year of payment.
II. USE OF ESTIMATES :
The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and
assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates
are recognised in the period in which the results are known/materialised.
III. FIXED ASSETS :
Fixed Assets (other than livestock) are stated at cost, less accumulated depreciation (other than ‘Freehold Land’ where no
depreciation is charged). Cost comprises the purchase price, including duties and other non-refundable taxes on levies, any
directly attributable cost of bringing the asset to its working condition and indirect costs specifically attributable to construction
of a project or to the acquisition of a fixed asset. Livestock are stated at Book Value. Assets retired from active use are carried at
lower of book value and estimated net realisable value.
IV. METHOD OF DEPRECIATION AND AMORTISATION :
(i) Depreciation on Factory Buildings, Plant and Machinery, Electrical Installations and Equipment and Aircraft is provided on
the Straight Line Method (S.L.M.) by writing off 95% of the cost of the assets over the ‘Specified Period’ of the assets in
accordance with the provisions of Section 205(2)(b) of the Companies Act, 1956;
(ii) Depreciation on other Fixed Assets (other than ‘Land’ and ‘Livestock’ where no depreciation is provided), is provided on the
“Written Down Value Method” (W.D.V.) at the rates specified in Schedule XIV to the Companies Act, 1956 from time to time;
(iii) Depreciation on all assets referred to in (i) above, acquired upto 31st March, 1987, is provided at the rates of depreciation
prevalent at the time of acquisition of the assets, in pursuance of Circular No. 1 of 1986, (1.1/86-CL-V) dated 21st May, 1986,
issued by the Company Law Board;
(iv) Depreciation on additions to Fixed Assets after 1st April, 1987 is provided at the relevant rates of depreciation in respect of
S.L.M. and W.D.V., as specified in Schedule XIV to the Companies Act, 1956 from time to time;
(v) Depreciation on additions to assets or on sale/discardment of assets, is calculated pro rata from the month of such addition
or upto the month of such sale/discardment, as the case may be;
(vi) Cost of Technical Know-how capitalised is amortised over a period of six years thereof.
(vii) Cost of Customised Software capitalised is amortised over a period of three years
(viii) Cost of Leasehold Land is amortised over the period of lease.
V. INVESTMENTS :
Investments are classified into Current and Long-term Investments. Current Investments are stated at lower of cost and fair value.
Long-term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the
value of Long-term Investments.
VI. VALUATION OF INVENTORIES :
Inventories of Raw Materials, Goods-in-Process,Stores and spares, Finished Goods and Merchanting Goods are stated ‘at cost or
net realisable value, whichever is lower’. Goods-in-Transit are stated ‘at cost’. Cost comprise all cost of purchase, cost of
conversion and other costs incurred in bringing the inventories to their present location and condition. The excise duty in respect
of closing inventory of finished goods is included as part of finished goods. Cost formulae used are ‘First-in-First-out’, ‘Weighted
Average cost’ or ‘Specific identification’, as applicable. Due allowance is estimated and made for defective and obsolete items,
wherever necessary, based on the past experience of the Company.
VII. FOREIGN CURRENCY TRANSLATIONS :
(i) All transactions in foreign currency, are recorded at the rates of exchange prevailing on the dates when the relevant
transactions take place;
(ii) Monetary items in the form of Loans, Current Assets and Current Liabilities in foreign currency, outstanding at the close of
the year, are converted in Indian Currency at the appropriate rates of exchange prevailing on the date of the Balance
Sheet. Resultant gain or loss is accounted during the year;
(iii) In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between the forward
rate and exchange rate at the inception of the contract is recognized as income or expense over the life of the contract.
Further, the exchange differences arising on such contracts are recognised as income or expense along with the exchange
differences on the underlying assets / liabilities. Further, in case of other contracts with committed exchange rates, the
underlying is accounted at the rate so committed. Profit or loss on cancellations / renewals of forward contracts is recognised
during the year. In case of option contracts, the losses are accounted on mark to market basis.
62
CMYK
RESEARCH AND DEVELOPMENT EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010
(Rs. in lacs)
Materials
Stores, spares and chemicals consumed 1.46
Personnel
Wages, salaries, bonus, etc. 4.19
Workmen and staff welfare expenses 1.16
Contribution to Provident and other Funds 0.68
6.03
Other Expenditure
Repairs and maintenance, conveyance, travelling, car expenses, etc. 1.81
Miscellaneous expenses 1.33
3.14
Depreciation 1.46
Total 12.09
This information is given pursuant to the recognition granted to the Company’s Research & Development Laboratory at Jekegram,
Thane by the Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India, vide their letter
No. 2(109)/2008/RDI/2005 dated 6th June, 2008, which is valid upto 31st March, 2011.
63
CMYK
(Rupees in Lacs)
2009-10 *2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01
INCOME
Sales and Other Income 142706 147780 146015 137497 140637 122639 116853 109588 103208 147279
% Increase/(Decrease) (3.43) 1.2 6.2 (2.2) 14.7 4.9 6.6 6.2 (29.9) (12.1)
As % of Sales and
Other Income 16.1 (8.4) 15.3 25.3 19.3 15.0 23.4 19.9 18.3 35.7
Net Profit/(Loss) after Tax 2637 (27040) 6612 20125 12229 7682 13184 9143 8364 33341
ASSETS EMPLOYED
Net Fixed Assets 98206.1 106115 73311 76174 84512 57563 42122 40602 37857 37079
Investments 89178.6 88859 104730 98448 73660 73428 71587 61231 58766 60744
Net Current Assets 57282.3 57155 58543 45343 44013 42083 44381 46623 50263 42009
Total 244667 252129 236584 219965 202185 173074 158090 148456 146886 139832
% Increase/(Decrease) -3 7 8 9 17 9 6 1 5 (11)
Shareholders’ Funds:
Shareholders’ Investments 1885 1885 1885 1885 1885 1885 1885 1885 1885 1885
Bonus Shares 4253 4253 4253 4253 4253 4253 4253 4253 4253 4253
Reserves 111153 106560 133690 129478 112857 104256 98717 89297 83388 81252
Total 117291 112698 139828 135616 118995 110394 104855 95435 89526 87390
Contribution to Country’s
Exchequer 3798 7144 7998 10306 11011 10031 17672 17096 17410 27062
Book Value 191.1 187.0 231.2 220.9 193.9 179.9 170.8 155.5 145.9 142.4
Earnings 4.1 (44.2) 11.8 32.9 19.7 13.6 21.6 14.7 14.4 35.6
Dividend Nil Nil 2.5 5.0 5.0 4.0 5.5 4.5 4.5 3.0
64
CMYK
1. We have audited the attached consolidated balance sheet of Raymond Limited (the “Company”) and it subsidiaries, its jointly controlled entities and associate
companies; hereinafter referred to as the “Group” (Refer Note 1 in Schedule 16 to the attached consolidated financial statements) as at 31st March, 2010, the
related consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed
under reference to this report. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. (a) We did not audit the financial statements of (i) seven subsidiaries (including three foreign subsidiaries of a Indian Joint Venture of the Company) and one
jointly controlled entity included in the consolidated financial statements, which constitute total assets of Rs.24814.72 lacs and net assets of Rs.21753.53 lacs as
at 31st March, 2010 and total revenue of Rs.25416.10 lacs and net increase in cash flows amounting to Rs.149.92 lacs for the year then ended; and (ii) three
associate companies whose net assets are Rs.6763.57 lacs as at 31st March, 2010. These financial statements and other financial information have been
audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been
derived from such financial statements is based solely on the report of such other auditors.
(b) We also did not audit the financial statements of (i) two other foreign subsidiaries included in the consolidated financial statements, which constitute total assets
of Rs.2306.76 lacs and net asset of Rs.2183.76 lacs as at March 31, 2010 and total revenue of Rs.902.51 lacs and net increase in the cash flow of Rs.201.57 lacs for
the year then ended and (ii) an associate whose net asset were Rs.1253.03 lacs as at March 31, 2010. These financial statements have been audited/reviewed (as
the case may be) as at 31st December, 2009 by other auditors, whose reports have been furnished to us. However, since these financial statements, which were
compiled by the management of these companies, for the financial year ended 31st March, 2010, were not audited, any adjustments to their balances could
have consequential effect on the attached consolidated financial statements. However, the size of these subsidiaries and the associate, in the consolidated
position, is not significant in relative terms.
4. Without qualifying our opinion, we draw your attention to Note 9 (a) in Schedule 16, regarding the carrying value of the assets relating to subsidiaries of Raymond UCO
Denim Private Limited, a joint venture company, which may need adjustment, if the outcome of the management’s estimates of realisable value of assets, which are
subject to inherent uncertainties, is substantially different.
5. We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting
Standard (AS) 21 - Consolidated Financial Statements, Accounting Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements,
and Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures notified under sub-section 3C of Section 211 of the Companies Act, 1956.
6. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components of
the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated
financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2010;
(b) in the case of the consolidated Profit and Loss Account, of the loss of the Group for the year ended on that date: and
(c) in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date
65
CMYK
SOURCES OF FUNDS:
Shareholders’ Funds:
Share Capital 1 6138.08 — 6138.08 6138.08 — 6138.08
Share Warrrants 1A — — — 2086.95 — 2086.95
Reserves and Surplus 2 143920.26 (32470.90) 111449.36 141797.94 (28361.42) 113436.52
Joint Ventures Control Account (36364.20) 36364.20 — (34533.76) 34533.76 —
113694.14 3893.30 117587.44 115489.21 6172.34 121661.55
Loan Funds: 3
Secured Loans 96282.38 21286.88 117569.26 109211.51 23526.18 132737.69
Unsecured Loans 50172.76 1466.10 51638.86 48463.44 1096.76 49560.20
146455.14 22752.98 169208.12 157674.95 24622.94 182297.89
Deferred Tax Liability (Net) 1700.47 418.12 2118.59 2617.11 137.14 2754.25
(Refer Note No.7)
Minority Interest 734.09 — 734.09 673.56 — 673.56
TOTAL 262583.84 27064.40 289648.24 276454.83 30932.42 307387.25
APPLICATION OF FUNDS:
Fixed Assets: 4
Gross Block 216792.77 35465.09 252257.86 214383.04 35635.70 250018.74
Less: Depreciation, Amortisation and Impairment 94048.54 11826.43 105874.97 86353.68 8593.69 94947.37
Net Block 122744.23 23638.66 146382.89 128029.36 27042.01 155071.37
Less: Unrealised Profit 1984.33 2789.71 4774.04 361.21 3230.15 3591.36
Capital work-in-progress 6124.82 166.10 6290.92 8312.17 157.37 8469.54
126884.72 21015.05 147899.77 135980.32 23969.23 159949.55
Investments 5 62965.89 — 62965.89 63014.73 — 63014.73
Current Assets, Loans and Advances: 6
Inventories 49905.96 6340.92 56246.88 53609.80 5899.33 59509.13
Sundry Debtors 38896.82 6200.95 45097.77 39048.22 6838.23 45886.45
Cash and Bank Balances 5479.51 1587.89 7067.40 6891.39 1467.79 8359.18
Other Current Assets 5741.21 1791.28 7532.49 6312.09 2594.60 8906.69
Loans and Advances 22041.10 1871.71 23912.81 24296.62 1496.75 25793.37
122064.60 17792.75 139857.35 130158.12 18296.70 148454.82
Less:
Current Liabilities and Provisions: 7
Current Liabilities 42944.42 7219.99 50164.41 46029.84 9075.34 55105.18
Provisions 6386.95 4523.41 10910.36 6668.50 2258.17 8926.67
49331.37 11743.40 61074.77 52698.34 11333.51 64031.85
Net Current Assets 72733.23 6049.35 78782.58 77459.78 6963.19 84422.97
TOTAL 262583.84 27064.40 289648.24 276454.83 30932.42 307387.25
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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010
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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010
Year Ended Year Ended
31st March, 2010 31st March, 2009
(Rs. in lacs) (Rs. in lacs)
2294.31 10285.00
Cash Inflow from Operations 30992.93 33763.59
Deduct:
Direct Taxes paid ( Net ) 2595.35 1000.21
Cash Inflow before Prior Period Adjustments 28397.58 32763.38
Deduct: Prior Period adjustments (156.55) (159.11)
Net Cash Inflow in the course of Operating Activities 28241.03 32604.27
Deduct: Exceptional Item 3508.39 348.75
Net Cash Inflow in the course of Operating Activities after Exceptional Items 24732.64 32255.52
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SCHEDULES ‘1’ TO ‘16’ FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31ST MARCH, 2010
Total as at Total as at
31.03.2010 31.03.2009
(Rs. in lacs) (Rs. in lacs)
10000.00 10000.00
SCHEDULE 2 - RESERVES AND SURPLUS Consolidated Share in Total as at Consolidated Share in Total as at
with subsidiaries Joint Ventures 31.03.2010 with subsidiaries Joint Ventures 31.03.2009
(Rs. in lacs) (Rs. in lacs)
(a) Capital Reserve
Balance as per last account 25.00 250.79 275.79 — 25.77 25.77
Add/(Less): Arising from conversion of
joint venture to a subsidiary 500.00 (250.00) 250.00 — — —
Less: Transfer to Profit and Loss Account — — — — (25.77) (25.77)
Add: Share Warrants forefeited 2086.95 — 2086.95 — — —
Add: Capital grant from a joint venture partner — — — — 250.79 250.79
Add: Government grant received — — — 25.00 — 25.00
— — — — — —
(g) Investments Grants
Balance as per last account — — — — 13.78 13.78
Less : Transfer to Profit & Loss Account — — — — (13.78) (13.78)
— — — — — —
(h) Currency Fluctuation Reserve - on Consolidation
Balance as per last account 1118.56 316.36 1434.92 847.33 (332.40) 514.93
Add/(Less) : During the year (316.10) 596.40 280.30 271.23 648.76 919.99
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Term Loans:
Term Loans from Banks 70075.79 15002.01 85077.80 81946.86 17003.34 98950.20
Interest accrued thereon 36.48 — 36.48 45.28 — 45.28
Partly Secured Term Loan 15000.00 — 15000.00 15000.00 — 15000.00
Working capital loans from banks 9231.06 6284.87 15515.93 11528.04 6522.84 18050.88
Interest accrued thereon 50.44 — 50.44 39.79 — 39.79
A. Assets
Goodwill on Consolidation 598.36 681.38 1279.74 698.10 906.18 1604.28
Land -
Freehold 3891.01 10.96 3901.97 3990.98 12.03 4003.01
Leasehold 1302.66 257.59 1560.25 789.36 260.53 1049.89
Plant and Machinery, Electrical Installations and Equipments 76795.27 17659.14 94454.41 79236.03 20522.30 99758.33
Furniture, Fixtures and Office Equipments 3355.04 128.68 3483.72 3962.54 156.62 4119.16
Intangible Assets :
Software 332.78 — 332.78 561.47 0.05 561.52
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B. Non-Trade Investments
Shares (Unquoted) 4252.78 — 4252.78 3919.89 — 3919.89
Less: Provision for diminution in value of Investments — — — (337.70) — (337.70)
C. Non-Trade Investments
Shares (Quoted) 17.00 — 17.00 2017.00 — 2017.00
D. Non-Trade Investments
Unquoted Debentures 536.65 — 536.65 42.19 — 42.19
112.50 — 112.50 — — —
Book Value
Aggregate of Quoted Investments (Net) 3172.21 — 3172.21 4560.66 — 4560.66
Aggregate of Unquoted Investments (Net) 59681.18 — 59681.18 58454.07 — 58454.07
Total Investment excluding Application Money Pending Allotment 62853.39 — 62853.39 63014.73 — 63014.73
Market Value
Aggregate of Quoted Investments 4167.19 — 4167.19 4676.30 — 4676.30
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- - - - - -
- - - - 12.07 12.07
35394.51 5811.41 41205.92 35379.25 6738.05 42117.30
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Per Profit and Loss Account 216436.32 34346.54 250782.86 212720.71 43227.99 255948.70
Per Profit and Loss Account 10074.99 873.41 10948.40 (749.50) (2026.30) (2775.80)
Per Profit and Loss Account 65772.48 14533.15 80305.63 65845.75 17654.61 83500.36
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Per Profit and Loss Account 35016.70 9972.74 44989.44 36520.22 12575.53 49095.75
Per Profit and Loss Account 5463.47 713.72 6177.19 (3050.08) 1232.01 (1818.07)
Per Profit and Loss Account 39585.15 3221.17 42806.32 38488.65 6573.38 45062.03
Per Profit and Loss Account 50650.13 2826.19 53476.32 54752.41 6312.84 61065.25
Per Profit and Loss Account 11154.12 1775.47 12929.59 10495.91 2782.30 13278.21
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SCHEDULE 16 - NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 4. A. Contingent Liabilities not provided for:
31st March, 31st March,
1. The consolidated Financial Statements present the consolidated Accounts of
2010 2009
Raymond Limited with its following Subsidiaries, Joint Ventures (and its subsidiaries),
(Rs. in lacs) (Rs. in lacs)
Associates (it’s Subsidiaries and Joint Ventures) :
(a) Claims against the Company not
Name Country of Proportion of acknowledged as debts in respect of
Incorporation Ownership Interest past disputed liabilities of the Cement
and Steel Divisions divested during
As on 31st As on 31st the year 2000-2001, Carded Woollen
March 2010 March 2009 business divested during the year
A. Subsidiaries 2005-2006 and Denim Division
Indian Subsidiaries: divested during the year 2006-07.
(interest thereon not ascertainable at
(a) Raymond Apparel Limited India 100% 100% present) 2535.88 2539.94
(b) Pashmina Holdings Limited India 100% 100% (b) Claims against the Companies not
acknowledged as debts (including
(c) Everblue Apparel Limited India 100% 100% share of Joint Ventures Rs . Nil ;
(d) J K Files (India ) Limited Previous Year Rs. 416.52 lacs) 2332.99 2494.99
(formerly Hindustan Files Limited) India 100% 100% (c) Bills Discounted with the Company’s
(e) Colorplus Fashions Limited India * 100% * 100% bankers. (including share of Joint
Ventures Rs. 1080 Lacs ; Previous Year
(f) Silver Spark Apparel Limited India 100% 100% Rs. 1001.22 lacs) 2933.67 6478.35
(g) Celebrations Apparel Limited India 100% 100% (d) On account of guarantees given and
(h) Scissors Engineering Products Limited India 100% 100% also on account of the indemnities
issued by the Company to the
(i) Ring Plus Aqua Limited India $ 88.47% $ 88.47% Acquirer of shares of Recron
(j) JK Talabot Limited India # 90% 90% Synthetics Limited pursuant to an
agreement. — 342.70
(k) Raymond Woollen Outerwear Limited India 99.90% 99.90%
(e) On account of corporate guarantee
(l) Solitaire Fashions Limited to the bankers, vendors on behalf of
(Formerly GAS Apparel Limited) India ** 100% @ - subsidiaries for facilities availed by
(From October 1, 2009) them. 7371.85 8724.00
* Held by Raymond Apparel Limited (f) Disputed demand in respect of
Income-tax etc. (interest thereon not
$ Held by Scissors Engineering Products Limited
ascertainable at present.) 2220.93 862.73
# Held by J K Files ( India) Ltd. (g) Bonds/Undertakings given by the
** 50% each held by Raymond Apparel Limited and Raymond Limited Company under concessional duty/
exemption scheme to Customs
@ Joint Venture in the previous year
authorities (including share of Joint
Foreign Subsidiaries: Ventures Rs. 418.18 lacs; Previous year
Rs. 914.00 lacs.) 11660.96 11200.98
(a) Jaykayorg AG Switzerland 100% 100%
(h) Disputed liability towards Excise Duty
(b) J.K. (England) Limited United Kingdom 100% 100% on Post Removal of Goods from the
(c) Regency Texteis Portuguesa, Limitada Portugal 100% 100% place of manufacture. 2118.90 2118.90
(d) R&A Logistics Inc. United States * 100% * 100% (i) Disputed Excise Duty Liability in
of America respect of other matters. 2378.16 7330.57
{(Includes Rs. 645.10 Lacs (Previous
* Held by Ring Plus Aqua Limited Year Rs. 5750.83 Lacs) on account of
B. Joint Ventures and its subsidiaries denial of excise exemption benefit)
(including share of joint venture Rs.
(a) Raymond Zambaiti Limited (formerly 1.35 Lacs; Previous year Nil)}
Raymond Zambaiti Private Limited) India 50% 50%
(j) Lia bility on account of jute
(b) Raymond UCO Denim Private Limited packaging obligation upto 30th June,
(and its subsidiaries) India 50% 50% 1997, in respect of the Company’s
(c) Rose Engineered Products India India & 50% & 50% erstwhile Cement Division, under the
Private Limited Jute Packaging Materials
(Compulsor y use in packing
(d) Rayves Automotive Textile Company India # 33.33% # 50% Commodities) Act, 1987. Amount not determinable
Private Limited
(k) Guarantees issued by the Bankers 81.86 17.03
(e) GAS Apparel Limited India @ 50% @ 50%
(upto September 30, 2009) (l) Company’s liabilities/obligations
pertaining to the period upto the
& Held by Ring Plus Aqua Limited (Subsidiary date of transfer of the Company’s
of Scissors Engineering Products Limited) erstwhile Steel, Cement, Carded
# Held by Silver Spark Apparel Limited Woollen and Denim Divisions in
respect of which the Company has
@ Held by Colorplus Fashions Limited given undertaking to the acquirers. Amount not determinable
C. Associates and its Subsidiaries and Joint Ventures : (m) Share in the Contingent Liabilities of
(a) P.T. Jaykay Files Indonesia Indonesia $ 39.20% $ 39.20% an Associate 678.66 669.36
(b) J.K. Investo Trade (India) Limited India 47.66% 47.66% (n) Estimated liability for tax matters of
(c) J.K. Helene Curtis Limited India + 100% + 100% foreign subsidiary 497.42 —
(d) J.K. Ansell Limited India + 50.00% + 50.00% B. Estimated amount of contracts remaining
to be executed on capital account and
(e) Radha Krshna Films Limited India 29.41% 29.41% not provided for (net of advances)
$ Includes 15.20% equity shares held by Jaykayorg AG. [including Rs. 0.09 lacs (Previous year
+ Held by J K Investo Trade ( India) Limited Rs.Nil ) being share in an Associate
Company] [including share of Joint
2. Significant Accounting Policies and Notes to these Consolidated Financial Ventures Rs. 215.94 lacs (Previous year
Statements are intended to serve as a means of informative disclosure and a guide Rs. 58.96 lacs)] 4801.51 7608.63
to better understanding the consolidated position of the Companies. Recognising C. The Company along with the Joint
this purpose, the Company has disclosed only such Policies and Notes from the Venture Partner has under taken to
individual financial statements, which fairly present the needed disclosures. additionally fund RUDPL in case it fails to
3. The Company has, during the year, discontinued manufacturing operations at its meet certain covenants of the Facility
textile plant at Thane. The Company has, at the close of the year, assessed carrying cum Hypothecation Agreement entered
value of fixed assets retired from active use based on valuation by experts. On the into with a Bank. Further the Company
has alongwith its Joint Venture Partner,
basis of such valuations, there is no impairment on the carrying value of fixed assets.
pledged its entire shareholding in RUDPL
Certain workmen have accepted the voluntary retirement schme offered by the
with a bank, as security for loan taken by
Company. The Company is in discussion with balance workmen for an amicable a subsidiary of RUDPL to meet employee
settlement. separation costs.
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Year ended Year ended 10. The disclosures with respect to these discontinuing operations are as under:
31st March, 31st March,
2010 2009 Subsidaries of Raymond Uco Denim Private Limited
(Rs. in lacs) (Rs. in lacs) 2009-10 2008-09
5. Prior period adjustments represent:
Total Assets at the close of the year 677.10 1805.82
Debits relating to earlier years 223.01 212.73 Total Liabilities at the close of the year 1926.39 4517.19
Credits relating to earlier years (66.46) (53.62) Revenue from ordinary activities — 12039.64
Depreciation/Amortisation adjustments (net) 20.53 (3.30) Expenses from ordinary activities — 15687.07
177.08 155.81 Loss from post closure activity of (USI) (223.29) —
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Particulars Textiles Garment Files Denim Auto Components Others Elimination Total
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
year year year year year year year year year year year year year year year year
Segment Revenue
External Revenue 122679.88 110248.74 71356.06 77547.65 20796.95 21604.41 25719.11 35176.57 8740.54 9557.21 1490.32 1814.12 - - 250782.86 255948.70
Inter-Segment Revenue 2349.59 2985.71 513.41 13.92 8.51 59.11 - - - - 61.90 348.87 (2933.41) (3407.61) - -
Total Revenue 125029.47 113234.45 71869.47 77561.57 20805.46 21663.52 25719.11 35176.57 8740.54 9557.21 1552.22 2162.99 (2933.41) (3407.61) 250782.86 255948.70
Segment Result 16322.59 14426.94 4987.69 2459.82 2805.77 3069.29 (123.17) (5809.55) 714.76 285.29 (2067.80) (1866.97) 74.35 381.98 22714.19 12946.80
(Less):
Minority Interest - - - - (1.02) (27.37) - (59.93) (32.00) - (60.95) (59.37)
16322.59 14426.94 4987.69 2459.82 2804.75 3041.92 (123.17) (5809.55) 654.83 253.29 (2067.80) (1866.97) 74.35 381.98 22653.24 12887.43
Unallocated income/
(expenses) (Net) (7604.12) (17567.19)
Finance charges (12929.59) (13278.21)
Interest Income 1961.06 4076.93
Exceptional Items (8248.31) (11354.78)
Excess/(Short) provision for tax
in respect of earlier years (21.09) 0.95
Provision for Taxes (1085.18) 2044.27
Share of Profit in Associate
Companies 679.35 402.88
Net Profit (4594.65) (22787.72)
Other Information:
Segment Assets 148743.47 155259.13 54190.75 61591.42 10737.10 10527.15 26049.61 29563.73 7264.62 6844.20 9942.00 11362.36 (1877.70) (2234.81) 255049.83 272913.18
Unallocated assets 95673.18 98505.92
Total Assets 350723.01 371419.10
Segment Liabilities 30392.10 30590.93 8749.95 13007.21 4688.90 4196.76 10557.99 8865.86 2046.53 1397.39 251.68 401.19 (1904.18) (1259.00) 54782.97 57200.34
Minority Interest - - 81.16 80.56 652.93 593.00 - 734.09 673.56
Unallocated Liabilities 177618.51 191883.65
Total Liabilities 233135.57 249757.55
Capital Expenditure
Segment capital expenditure 2476.34 40207.54 1716.79 4816.52 6175.47 311.44 277.05 4647.90 430.28 629.68 3.06 152.50 - - 11078.98 50765.58
Unallocated capital expenditure 2226.42 4363.08
Total capital expenditure 13305.40 55128.66
Depreciation and Amortisation:
Segment depreciation and
amortisation 9978.82 7560.69 2811.54 3101.76 383.47 360.97 2088.03 3205.67 510.16 441.87 656.76 678.14 - - 16428.78 15349.10
Unallocated depreciation and
amortisation 1225.05 1306.13
Total depreciation and amortisation 17653.83 16655.23
Significant Non Cash Expenditure:
Segment Significant Non Cash
Expenditure - - 126.95 427.00 - - - - 26.48 7.16 - - - - 153.43 434.16
Unallocated non cash expenditure 1313.56
Total Significant Non Cash
Expenditure 153.43 1747.72
B. GEOGRAPHICAL SEGMENT
(Rs. in lacs)
C. OTHER DISCLOSURES
1. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organisation structure as well as the
differential risks and returns of these segments.
2. The Company has disclosed Business Segment as the primary segment.
3. Types of products and services in each business segment:
Business Segment Types of Products and services
a) Textiles - Fabric, rugs, blankets, shawls and furnishing fabric
b) Denim - Denim fabric and cotton yarn
c) Garments - Readymade garments and designerwear
d) Files and Tools - Engineers’ files and rasps, H.S.S. twist drills and bars and rods (HRS)
e) Auto Components - Starter Gear, Shaft Bearings and Sheet metal components
f) Others - Aviation, Home Living etc.
4. Inter Segment revenues are recognised at sales price.
5. The Segment Revenues, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable
basis.
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(Short)/Excess provision for tax (21.09) 0.95 (ii) Compensation to employees under Voluntary Retirement Scheme (VRS) is
written off in the year in which incurred.
Share of Profit in Associate Companies 679.35 402.88
IV. FIXED ASSETS :
Profit including Exceptional Items (4602.75) (22836.32) The fixed assets of the Parent Company (other than livestock) and other subsidiaries
Add /(Less): Exceptional Items (net of tax) 7001.67 10482.31 are stated at cost, less accumulated depreciation/amortisation (other than
freehold land where no depreciation is charged). Livestock are stated at book
Profit excluding Exceptional Items 2398.92 (12354.01) value.
Weighted average number of Equity Shares V. METHOD OF DEPRECIATION AND AMORTISATION :
outstanding during the year 61,380,853 61,380,853 (i) Depreciation on Fixed Assets is provided :
Nominal value per Share in Rupees 10.00 10.00 (a) By Indian Companies - on WDV/SLM method and at rates under the
Companies Act, 1956.
Basic and diluted earnings per share including
exceptional items (in Rs.) (7.50) (37.21) (b) By foreign subsidiaries - on methods and at rates permissible under
Basic and diluted earnings per share excluding applicable local laws or at such rates so as to write off the value of assets
over its useful life.
exceptional items (net of tax) (in Rs.) 3.91 (20.13)
(ii) Cost of technical know-how capitalised is amortised over five years.
15. Previous year’s figures have been regrouped / recast wherever necessary.
(iii) Cost of Customised Software is amortised over a period of three to six years
16. Significant Accounting Policies and Practices - Annexure I. thereof.
(iv) Cost of Trademarks acquired is amortised over a period of five years thereof.
As per our Report of even date
(v) Goodwill arising on consolidation is amortized over a period of ten years.
For and on behalf of
DALAL & SHAH H. SUNDER GAUTAM HARI SINGHANIA VI. INVESTMENTS :
Firm Registration President-Finance and Chairman and Managing Director Investments are classified into Current and Long-term Investments. Current
Number 102021W Chief Financial Officer investments are stated at the lower of cost and fair value. Long-term Investments
Chartered Accountants are stated at cost. A provision for diminution is made to recognise a decline, other
than temporary, in the value of Long-term Investments.
SHISHIR DALAL THOMAS FERNANDES P. K. BHANDARI
Partner Director-Secretarial & Director VII. VALUATION OF INVENTORIES :
Membership No. 037310 Company Secretary (i) The inventories resulting from intra-group transactions have been stated at
cost after deducting unrealised profit on such transactions.
Mumbai, 27th April, 2010 Mumbai, 27th April, 2010
(ii) Goods in transit are stated ‘at cost’.
(iii) Inventories are stated ‘at cost or net realisable value’, whichever is lower.
(iv) Cost comprise of all costs incurred in bringing the inventories to their present
location and condition. Cost formulae used are either ‘average cost’ or ‘specific
identification’, as applicable. Due allowance is estimated and made for
defective and obsolete items, wherever necessary, based on the past
experience.
(v) All the costs incurred on un-invoiced conversion contracts are carried forward
as “Accumulated Costs on Conversion Contracts”
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DETAILS OF BALANCE SHEET AS AT 31ST MARCH, 2010 AND INCOME AND EXPENDITURE FOR THE YEAR ENDED
31ST MARCH, 2010 OF SUBSIDIARY COMPANIES
2. Reserves and Surplus 9125.69 776.09 (1273.11) 1036.75 6919.35 99.43 (50.77) (27.51) 4866.01 (3072.09) 61.35 (5094.14) 136.39 2190.45 - 39.43
3. Miscellaneous Expenditure - - - - - - - - - - - - - - -
to the extent not written off
4. Total Assets 31773.62 1160.53 4126.89 14832.48 11386.98 8206.28 2655.90 2715.82 8290.81 4429.36 1988.85 129.12 342.12 2289.94 - 318.55
5. Total Liabilities @ 19017.93 310.44 3900.00 10721.66 3969.63 6406.85 2435.67 0.28 2664.14 5805.45 1122.06 1523.26 205.70 98.51 - 278.98
6. Details of Investments
- Government Securities 0.01 - - - - - - - - 0.20 - - - - -
- Shares (excluding 8.05 13.81 - - - - - - 693.20 - - - - - -
subsidiaries)
9. Provision for Taxation * 325.19 8.26 - 307.32 (65.32) 332.09 49.61 - 274.61 0.17 31.87 168.89 (11.45) 1.28 - 0.91
10. Profit After Taxation 545.27 (4.79) 214.63 457.82 (340.14) 305.84 208.67 (0.34) 507.89 (143.94) 83.02 1667.42 (125.20) (503.86) (554.24) 3.43
11. Proposed Dividend - - 0.04 - - - - - - - - -
@ Includes deferred tax liability (net); * Net of excess/short provision for tax in respect of earlier years.
Note - In respect of foreign subsidiaries:
a) Item Nos. 1 to 6 and 11 are translated at exchange rates as on 31st March, 2010 as follows: Pound Sterling = Rs.68.03, Swiss Francs = Rs.42.42, Euro = Rs.60.56 and US Dollars = Rs. 45.14;
b) Item Nos. 7 to 10 are translated at annual average exchange rates as follows: Pound Sterling = Rs.75.81, Swiss Francs = Rs.44.62, Euro = Rs.67.06 and US Dollars = Rs. 47.41.
The above details have been annexed in terms of Letter No.47/167/2010-CL-III dated April 23, 2010 issued by Government of India, Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956.
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ADDITIONAL INFORMATION AS REQUIRED UNDER PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956
I. REGISTRATION DETAILS
V. GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY (AS PER MONETARY TERMS)
ITEM CODE NO. (ITC CODE) PRODUCT DESCRIPTION
51121900, 51123000, 55151300 & 55151100 Woollen, Polyester/Wool Blended and Polyester/
Viscose Blended Fabrics
82031000 & 82075000 Files, Rasps, similar tools and H.S.S. Drills
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