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Directors Report of Raymond Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Ninetieth Annual Report together with the Audited Financial Statements for the year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is a leading Indian Textile and Branded Apparel Company, with interests in Engineering (Files, Power Tools, Auto Components) and FMCG sectors. The Group has its corporate headquarters at Mumbai.

2. OVERVIEW OF THE ECONOMY

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year''s 6.3% and 10.1%. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in FY16 driven by strengthening macroeconomic fundamentals and implementation of policy reforms recently announced. Reforms like e-auctions of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

3. FINANCIAL PERFORMANCE

Amid optimism and rising business sentiments,yourCompany reported a top-line growth of 21% over the Previous Year. At Standalone level, the Gross Revenue from operations stood at Rs. 2645.47 crore compared with Rs. 2185.91 crore in the Previous Year. The Operating Profit before tax stood at Rs. 111.58 crore as against Rs. 64.61 crore in the Previous Year. The Net Profit for the year stood at Rs. 100.00 crore against Rs. 88.12 crore reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2015 was placed atRs. 5374.54crore (Previous Year: Rs. 4593.74 crore), registering a growth of 17%. The Consolidated Operating Profit stood atRs. 159.72 crore (Previous Year: Rs. 160 crore). The Consolidated Profit after tax stood at Rs. 112.81 crore (Previous Year: Rs. 107.63 crore).

4. DIVIDEND AND RESERVES

Your Directors recommend a dividend of 30% i.e. Rs. 3 per equity share of face value of Rs. 10 each aggregating to

Rs. 18.41 crore (Previous Year: Rs. 12.28 crore). During the year under review, your Company transferred a sum of Rs. 43.75 crore to the Debenture Redemption Reserve (Previous Year: Rs. 45 crore).

During the year under review, no amount was transferred to General Reserve.

5. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 61.38 crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions

The Textile and Apparel industry contributes around 6% to India''s GDP, 11% to export earnings and is the second largest employer (-whopping 55 million people) after agriculture. The industry has shown continued growth with a potential to increase its global trade share from the current 4.5% to 8% (USD 80 Billion) in the next 5 years supported by a rich abundance of raw material, skilled labour and talent.

In FY 2015, the textile industry is estimated to have contributed USD 42 Billion (4%) to India''s GDP, and 27% to the country''s foreign exchange inflows.

Opportunities and Challenges

Being the second largest employer in India coupled with strong industry linkages with the rural economy augurs Indian textile industry as one of the most significant sectors with an incremental growth potential. Rural economy has seen a spurt in income levels the last few years and this is the right time to juxtapose their synergies to promote the industry''s growth. Being one of the key focus sectors under the Government''s ''Make in India'' campaign is a testimony to the huge growth potential the industry holds, both in terms of infrastructure development and skill improvement. Globally, favourable trade policy reforms would also allow the industry to expand its trade partners, improve its export competitiveness and contribute substantially to the nation''s income.

However, the growth prospects are constrained by many challenges including rising input costs (wages, power and interest costs), restrictive labour laws and intensified competition from other low cost countries like Bangladesh. Such issues need to be addressed to result in unlocking maximum industry growth potential.

Performance Highlights

During FY 2015, your Company''s total Textile sales registered a growth of 24%; Net Revenue being Rs. 2538.66 crore as againstRs. 2051.29 crore in FY 2014. The increase in sales was led by volume growth in domestic and export market and deeper penetration of shirting fabric market.

Raw Material

Major raw material prices, namely Wool, Polyester Staple Fibre, Viscose Staple Fibre and Polymers were soft during the year, largely because of steady international prices and a stable Rupee. Multiple internal raw material cost saving initiatives have also helped in keeping costs in control.

Retail network presence

Your Company was judicious in its Retail expansion plans. The Retail network now covers a large number of Tier 4 and 5 cities. As on March 31, 2015 your Company had 1003 retail stores (including 43 overseas stores) across all formats.This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM).

7. FINANCE AND ACCOUNTS

In FY 2015, your Company had issued and allotted 10.20% - 750 Unsecured Redeemable Non-Convertible Debentures (NCD) Series G of Rs. 10,00,000/- each for cash at par aggregating to Rs. 75 crore on private placement basis. The aforesaid NCD Series is listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited. During the year under review, 750 Unsecured Redeemable Non- Convertible Debentures (NCD) Series B of Rs. 10,00,000/- each were redeemed.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2015.

There is no audit qualification in the standalone or in the consolidated financial statements by the statutory auditors for the year under review.

8. PERFORMANCE OF SUBSIDIARY COMPANIES Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of India''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross Revenue of the company stood at Rs. 702.31 crore (Previous Year: Rs. 599.17 crore). Profit after tax for the year stood atRs. 15.49 crore (Previous Year: Rs. 8.19 crore).

The commendable growth is driven by strong performance across all three Brands. Multiple strategic initiatives undertaken have helped to reduce input costs and improve design and quality, thus resulting in higher efficiency and effective supply chain management.

Colorplus Fashions Limited

This company operates as the ready-to-wear premium casual lifestyle brand for men under the ''Colorplus'' brand.

The company''s Gross Revenue for FY 2015 stood at Rs. 245.47 crore (Previous Year: Rs. 210.44 crore). The company made a loss ofRs. 12.70 crore (Previous Year: Rs. 6.01 crore).

Silver Spark Apparel Limited

The company has a quality overseas clientele, and the strong export order book led to a strong sales growth performance.

The Gross Revenue of the company for FY 2015 stood at Rs. 392.78 crore (Previous Year: Rs. 313.91 crore). The company had a profit after tax of Rs. 16.24 crore (Previous Year: Rs. 22.33 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2015 was placed at Rs. 59.20 crore (Previous Year: Rs. 28.10 crore). The company incurred a loss ofRs. 0.87 crore (Previous Year: Rs. 0.46 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of the company for FY 2015 stood atRs. 51.83 crore (Previous Year: Rs. 50.19 crore). The company earned a Profit after Tax ofRs. 0.72 crore (Previous Year: Rs. 0.73 crore).

Raymond Woollen Outerwear Limited

The Gross Revenue of the company for FY 2015 stood at Rs. 4.09 crore (Previous Year: Rs. 5.39 crore). During the year, the company had a profit of Rs. 0.06 crore (Previous Year: loss Rs. 0.27 crore).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of 30% in the files business. The company reported a Gross Revenue of Rs. 449.98 crore for the FY 2015 (Previous Year: Rs. 457.83 crore) with a loss of Rs. 2.49 crore (Previous Year: profit Rs. 4.42 crore). The loss was due to the adverse impact of low volume off-take in both domestic and export markets caused by weak economic conditions in the company''s main markets, hence impacting the operating margins.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During FY 2015, the Gross Revenue of the company stood at Rs. 27.07 crore (Previous Year: Rs. 27.59 crore). The company reported a profit after tax of Rs. 0.93 crore during FY 2015 (Previous Year: Rs. 2.89 crore).

Scissors Engineering Products Limited

The company registered a loss of Rs. 0.01 crore during the year under review (Previous Year: Loss of Rs. 0.004 crore).

Ring Plus Aqua Limited

This company manufactures high quality automotive components and supplies to the domestic markets as well as to Europe, North America and Latin America.

The Gross Revenue of the company stood at Rs. 221.25 crore (Previous Year: Rs. 235.28 crore). During the year under review, the company made loss of Rs. 12.29 crore (Previous Year: Profit Rs. 2.83 crore). In FY 2015, the challenging business environment in the Auto sector, both in the domestic and export market was responsible for the downturn in performance.

During the year under review, the company received the Bombay High Court order sanctioning the scheme of amalgamation of the company with erstwhile Trinity India Limited. The appointed date was April 1, 2013. Accordingly, the financial statement of this Company include the operations of both the Ring Gear Bearing and Forging Division.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.57 crore in FY 2015 (Previous Year: Rs. 0.03 crore).

Raymond Luxury Cottons Limited

During the year under review, Raymond Zambaiti Limited has changed its name to "Raymond Luxury Cottons Limited". This company caters to niche high-value Luxury Cotton shirting customers. The erstwhile Joint Venture partner Cotonifico HoneggerS.p.A. was declared bankrupt by an Italian Court. The bankruptcy proceedings are in progress. The Company''s claim for a sum aggregating to Rs. 11 crore towards Export receivables has been admitted by the Italian Court Receiver. The Company has appointed an Italian Lawyer to protect its interest and attend to the legal proceedings in Italy.

During the year under review, Raymond Limited subscribed to the entire rights issue by the said Subsidiary Company and subscribed Rs. 20 crore of the Equity Share capital to help finance the expansion program of this subsidiary.

The Gross Revenue for the FY 2015 stood at Rs. 393.32 crore (Previous Year: Rs. 336.96 crore). The Net profit after tax stood atRs. 18.14 crore (Previous Year: Rs. 7.10 crore).

Overseas subsidiaries

Jay kayorg AG

This Company recorded a loss of CHF 1326008 (equivalent to Rs. 8.41 crore) for the year ended December 31, 2014 (Previous Year: Profit CHF 1681 (equivalent to Rs. 0.01 crore)).

Raymond(Europe) Limited

The Company recorded a profit of GBP 48197 (equivalent to Rs. 0.48 crore) for the year ended December 31, 2014 (Previous Year: Profit GBP 34664 (equivalent to Rs. 0.33 crore)).

R & A Logistics INC, USA

This Company is the subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, made a loss of USD 20,635 (equivalent to Rs. 0.09 crore) for the year ended March 31, 2015 (Previous Year: Profit USD 15003 (equivalent to Rs. 0.16 crore)).

9. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics and garments. In FY 2015, revenue from Indian operations, net of returns and discounts recorded a 3% growth at Rs. 870.56 crore (Previous Year: Rs. 842.90 crore).

The company earned a profit after tax of Rs. 34.62 crore (Previous Year: Rs. 6.90 crore). This Company has successfully maintained its price leadership position. The company was able to sustain profitability through introduction of high margin value added products especially for the export markets.

10. QUALITY & ACCOLADES

Your Company continues to win awards year after year, thus reiterating its credible market position. Some awards during FY 2015 are:

(i) The Company has won the "Best Window Display 2015" for Colors of Wool campaign from Visual Merchandising &, Retail Design Awards 2015.

(ii) The Company has won the "Best Retail Store Design for Fashion Apparel Brand" for Raymond Ready-to-wear store, Viviana Mall, Thane from Visual Merchandising &, Retail Design Awards 2015.

(iii) The Company has won the "National Laadli Media & Advertising Awards for Gender Sensitivity 2013-14" (supported by UNFPA) for the Complete Man Husband Baby commercial.

(iv) The Chhindwara Textile Unit of the Company bagged the following awards:

- Best Employer Award by the Ministry of Labour & Employment, Government of Madhya Pradesh in the year 2014.

- Health, Safety and Environment Award for the year 2014 by National Safety Council Madhya Pradesh Chapter.

(v) Park Avenue has won the "Best Design Concept of the year" Award for Innovative AUTOFIT Concept at Images Fashion Awards 2015.

(vi) JK Files (India) Limited - Chiplun Unit has won the coveted "INDIZEN 2014 Award" for Excellence in Operations from KAIZEN Institute of India at National Case Study Competition.

11. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

12. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

14. DIRECTORS

The Board of Directors had on the recommendation of Remuneration and Nomination Committee appointed Shri Gautam Hari Singhania as Chairman and Managing Director of the Company for a period of five years effective from July 1, 2014 to June 30, 2019 and approved remuneration for a period of three years. The Board of Directors had on the recommendation of Remuneration and Nomination Committee also approved payment of remuneration for the remaining term of two years of Shri H. Sunder effective from July 29, 2014 to July 28, 2016.

During the year under review, the Company appointed Shri I. D. Agarwal, Shri Nabankur Gupta, Shri Pradeep Guha and Shri Boman R. Irani as Independent Directors of the Company with effect from January 1, 2015 for a period of five consecutive years.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri H. Sunder, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

During the year under review, Shri Shailesh V. Haribhakti resigned as a Director of the Company with effect from September 26, 2014, since the revised Clause 49 of the Listing Agreement (effective from October 1, 2014), places restrictions on the number of directorships that an individual can serve as Independent Director in listed companies. The Board has placed on record its appreciation for the services rendered by Shri Shailesh V. Haribhakti during his tenure as a Director.

15. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel

Sr. Name of the person Designation No.

1. Shri Gautam Hari Singhania Chairman and Managing Director

2. Shri H. Sunder Whole-time Director

3. Shri M. Shivkumar Chief Financial Officer

4. Shri Thomas Fernandes Company Secretary

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

17. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

19. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.raymond.in).

20. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

21. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. STATUTORY AUDIT

Messrs Dalai & Shah, Chartered Accountants, (Firm Registration No: 102021W) 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 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Messrs Dalai & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section.

25. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Division every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Messrs R. Nanabhoy & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration ofRs. 3,50,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The cost audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on September 3, 2014.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs Ashish Bhatt & Associates, a firm of Company Secretaries in Practice (C. P. No.2956) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Mahajan & Aibara, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

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. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

28. RISK MANAGEMENT

During the year under review, the Company engaged a reputed firm specializing in risk management to identify and evaluate elements of business risk. Consequently a revised robust Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company''s policy is to actively manage its foreign exchange risk within the framework laid down by the Company''s forex policy approved by the Board.

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

Regulatory 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 review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities. The Company has also established a "Raymond Leadership Academy", which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development and promoting healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - C forming part of this Report. Apart from the CSR activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives:

i) Smt. Sulochanadevi Singhania School at Thane, Maharashtra run by Smt. Sulochanadevi Singhania School Trust ("the School Trust"),a public charitable education trust;

ii) Kailashpat Singhania High School in Chhindwara, Madhya Pradesh, run by an education society, both the schools have an overall strength of about 8000 students,

iii) Dr. Vijaypat Singhania School at Vapi, Gujarat run by the School Trust provides quality education not only to the Raymond employees'' children, but also to the children of the local populace.

ii) Raymond Rehabilitation Centre set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth to be self- sufficient in life. This 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 and plumbing activities, and

iii) A Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond) set up as a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capability and also retain the art of tailoring. Under the aegis of this Trust, Raymond Tailoring Centers have come up at Patna, Jaipur, Jodhpur and Lucknow.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

32. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - D to this Report.

23 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 27.37 crore and 18 employees employed for the part of the FY 2015 were in receipt of remuneration of Rs. 5 lac per month or more amounting to Rs. 7.21 crore. During FY 2015, the Company had 7248 employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended March 31, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 90th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of 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.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

33. CAUTIONARY STATEMENT

Statements 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 difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

34. APPRECIATION

Your Company will soon complete 90 eventful years of its existence in this Country. Very few brands continue to remain relevant and become iconic over such a long passage of time. Your Directors are proud of this rich heritage and thank all our stakeholders who have contributed to the success of your Company.

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania Mumbai, April 29, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Members

The Directors are pleased to present the Eighty Ninth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014. The Management Discussion and Analysis is also incorporated into this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is India''s leading Textile and Branded Apparel Company, with interests in Engineering (Files, Power Tools, Auto Components) and FMCG having its corporate headquarters in Mumbai.

2. OVERVIEW OF THE ECONOMY

According to the latest estimate, Indian economy grew by 4.7% in FY 2014. Despite a good monsoon, the manufacturing indices had declined, commodity prices stayed at high levels and food inflation reached an all-time high, which resulted in sustained CPI inflation of over 10% in the last financial year. The Rupee depreciated significantly before retracting in the latter half of the year. Consumer sentiments remained subdued for most part of FY 2014.

However, the slow GDP growth appears to have bottomed out and post elections, economic activity is expected to pick up from the second quarter of FY 2015.

3. FINANCIAL PERFORMANCE

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 7.4% over the previous year. At Standalone level, the Gross Revenue from operations stood at Rs. 2185.91 crore as compared with Rs. 2034.51 crore in the previous year. The Operating Profit before tax stood at Rs. 64.61 crore as against Operating Loss of Rs. 6.82 crore in the previous year. The Net Profit for the year stood at Rs. 88.12 crore against a loss of Rs. 47.84 crore reported in the previous year.

During FY 2014, your Company completed the restructuring exercise of its Suit Manufacturing Plant at Bangalore by transfering it as a going-concern on a slump sale basis to its wholly-owned subsidiary, Silver Spark Apparels Limited, effective October 1, 2013. This restructuring exercise has resulted in the consolidation of the suit manufacturing business in Silver Spark Apparels Limited. In view of this exercise the standalone performance of the Company for FY 2014 is strictly not comparable with that of the previous year.

The Consolidated Gross Revenue from operations for FY 2014 was placed at Rs.4593.74crore (Previous Year: Rs.4140.42 crore), registering a growth of 11.9%. The Consolidated Operating Profit stood at Rs. 160.00 crore (Previous Year: Rs. 65.64 crore). The Consolidated Profit after tax stood at Rs. 107.63 crore as against a Profit after tax of Rs. 28.73 crore in the previous year.

Appropriation

Your Directors recommend a dividend of 20% aggregating to Rs. 12.28 crore (Previous Year: Rs. 6.14 crore). The dividend distribution tax on the recommended dividend amounts to Rs. 2.09 crore (Previous Year: Rs. 1.00 crore). During the year under review, your Company transferred a sum of Rs. 45.00 crore to the Debenture Redemption Reserve (Previous Year: NIL).

An amount of Rs. 8.81 crore (Previous Year: NIL) is transferred to General Reserves and the surplus of Rs. 34.31 crore is being carried to the Balance Sheet.

4. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions

Indian Textiles industry is one of the leading sectors of the Indian economy and contributes significantly to the country''s industrial output (14%). It employs 35 million people in direct employment and another 20 million in indirect employment, and earns much needed foreign currency with 17% of India''s exports coming from Textiles and Garments. Overall, it contributes 4% to India''s GDP.

Opportunities and Challenges

Textile industry is one of the largest employers in India and has strong linkages with the rural economy. The growing young middle-class population is a source of great potential and provides immense opportunities to spur growth in the industry going forward.

The major challenge that the textile and apparel industry is facing is rising production costs, arising out of rising wages, power and interest costs.

Performance Highlights

During FY 2014, your Company''s total textile sales registered a growth of 7.4%; Net Revenue being Rs. 2014.16 crore as againstRs. 1873.85 crore in FY2013.

Raw Material

Wool prices remained high mainly due to the strong Australian Dollar during the first half of the financial year, which had made imports costlier. The prices of other major raw materials, namely Polyester Staple Fibre, Viscose Staple Fibre and Polyester Tow, were steady.

Retail network presence

Your Company moderated its Retail expansion roll-out. The Retail network now covers a large number of class 4 and 5 cities. As on March 31, 2014 your Company had 946 retail stores (including 43 overseas stores) across all formats. This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM).

5. FINANCE AND ACCOUNTS

In FY 2014, your Company had issued and allotted 10.55%-1000 Unsecured Redeemable Non-Convertible Debentures (NCD) Series C of Rs. 10,00,000/- each for cash at par aggregating to Rs. 100 crore, 11.25% - 300 Unsecured Redeemable Non- Convertible Debentures (NCD) Series D of Rs. 10,00,000/- each for cash at par aggregating to Rs. 30 crore, Zero Coupon -1350 Unsecured Redeemable Non-Convertible Debentures (NCD) Series E &, F of Rs. 10,00,000/- each for cash aggregating to Rs. 135 crore on private placement basis. All the aforesaid NCDs Series are listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31,2014.

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of the country''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross Revenue of the company stood at Rs. 599.1 7 crore (Previous Year: Rs. 599.83 crore). Profit after tax for the year stood at Rs. 8.19 crore as against a Loss ofRs. 13.41 crore in the previous year.

Margins in the Apparel business were impacted due to lower off-take, inventory overhang and high retail expenses of new stores. Various initiatives were taken in the last one year with a plan to reduce the overheads and improve the operations through supply chain efficiencies, back-office consolidation and complete outsourcing of manufacturing activities. These are expected to improve the performance of the company.

Colorplus Fashions Limited

This company is in the business of premium casual-wear apparel under the ''Colorplus'' brand.

The company''s Gross Revenue for FY 2014 stood at Rs. 210.44 crore (Previous Year: Rs. 189.78 crore). The loss was placed at Rs. 6.01 crore (Previous year profit: Rs. 2.46 crore). The slowdown in the economy and the weak consumer sentiment impacted the performance of the company.

Silver Spark Apparel Limited

The company has a good overseas clientele base. Growth in Sales was led by a strong export order book and the appreciating Dollar.

The Gross Revenue of the company for FY 2014 stood at Rs. 313.91 crore as against Rs. 225.53 crore in the previous year. The company had a profit after tax of Rs. 22.33 crore (Previous Year: Rs. 16.55 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2014 was placed atRs.28.10 crore (Previous Year: Rs.22.10 crore). The company incurred a loss of Rs. 0.46 crore (Previous Year loss: Rs. 0.85 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering seamless denim garmenting solutions. The company earned a Profit after tax of Rs. 0.73 crore (Previous Year: Rs. 0.92 crore).

Raymond Woollen Outerwear Limited

The Gross Revenue of the company for FY 2014 stood at Rs. 5.39 crore (Previous Year: Rs. 2.58 crore). During the year, the company had a loss of Rs. 0.27 crore as against a loss of Rs. 0.61 crore in the previous year).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of over 30% in the files business. The company reported a Gross Revenue of Rs. 457.55 crore for the year under review (Previous Year: Rs.414.58 crore). The prof it aftertaxwasRs.4.42 crore (Previous Year: Rs. 13.98 crore). The performance of this company was adversely impacted by the downturn in the Indian manufacturing sector.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During FY 2014, the Gross Revenue of the company stood at Rs. 27.59 crore (Previous Year: Rs. 26.11 crore). The company recorded a profit after tax of Rs. 2.89 crore during FY 2014 (Previous Year: Rs. 1.37 crore).

Scissors Engineering Products Limited

The company registered a loss of Rs. 0.004 crore during the year under review (Previous Year: Loss of Rs. 0.004 crore)

Ring Plus Aqua Limited (Holding Company of Trinity India Limited)

This company manufactures high quality automotive components and supplies to the domestic markets as well as to the markets in Europe, North America and Latin America. The company has factories at two separate locations at Sinnar near Nasik, Maharashtra.

The Gross Revenue of the company stood at Rs. 165.20 crore (Previous Year: Rs. 138.97 crore). The net profit after tax was placed at Rs. 10.34 crore (Previous Year: Rs. 4.98 crore). In FY2014, in spite of challenging business environment in the Auto sector, the company has performed better compared to the previous year.

Trinity India Limited

This company is a subsidiary of Ring Plus Aqua Limited and supplies forgings mainly to the auto sector. During the year the Gross Revenue of the company was placed at Rs. 75.57 crore (Previous Year: Rs. 91.88 crore). The company recorded a loss of Rs. 9.54 crore as against a profit of Rs.2.35 crore in the previous year. The company''s performance was adversely impacted by the downturn in the auto sector and the unanticipated stoppage of business by one major customer.

In order to consolidate the auto component businesses into a single legal entity, to leverage the synergies between the two auto component companies, and to rationalize and optimally utilize resources, infrastructure, marketing as well as manufacturing, Trinity India Limited has sought the approval of the High Court, Bombay under Section 391-394 of the Companies Act, 1956 for its amalgamation with its holding company. The appointed date of this amalgamation is April 1, 2013. The legal process for the said amalgamation is expected to complete shortly. Trinity India Limited shall stand dissolved without winding up, upon completion of the amalgamation. In view of the Petitions pending before the High Court, the financial statements of Ring Plus Aqua Limited and this company have been prepared and audited for the purpose of enabling your Company to prepare its consolidated financial statements for the FY 2014.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.03 crore in FY 2014 as compared with Rs. 0.42 crore in the previous year.

Raymond Zambaiti Limited

This company caters to high-value Luxury Cotton shirting customers. In view of defaults committed by M/s. Cotonificio Honegger S.p.A. (CH), the erstwhile Joint Venture Partner in this company, your Company terminated the Joint Venture Agreement. Your Company subscribed to the rights issue of Raymond Zambaiti Limited and consequently, Raymond Zambaiti Limited has become a subsidiary of the Company.

The Gross Revenue for the year stood at Rs. 336.95 crore (Previous Year: Rs. 296.91 crore). The Net profit after tax stood atRs. 7.10 crore as against Rs. 3.50 crore in the previous year.

Overseas subsidiaries

Jaykayorg SA recorded a profit of CHF 1681 (equivalent to Rs. 0.01 crore) for the year ended December 31, 2013 (Previous Year Profit: CHF 170544 (equivalent to Rs. 0.99 crore)).

Raymond (Europe) Limited recorded a profit of GBP 34664 (equivalent to Rs. 0.53 crore) for the year ended December 31, 2013 (Previous Year Profit: GBP 47095 (equivalent to Rs.0.41 crore)).

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$ 15003 (equivalent to Rs. 0.09 crore) for the year ended March 31, 2014 (Previous Year Profit US$ 12037 (equivalent to Rs.0.10 crore)).

7. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics. In FY 2014, revenue from Indian operations, net of returns and discounts recorded a 9% growth at Rs. 842.90 crore vis-d-vis Rs. 772.36 crore in the previous year.

The company recorded a profit after tax of Rs. 27.84 crore as against Rs. 35.55 crore in the previous year. This company has successfully maintained its price leadership position. However, margins were under pressure due to rise in cotton prices and over-capacity situation in the industry. Introduction of high margin value added products and thrust on exports have sustained positive results for the company.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some awards during FY 2014 are:

(i) The Vapi Textile Unit of the Company was awarded the 2nd Prize in National Energy Conservation Award 2013 presented by Hon''ble President of India, Shri Pranab Mukherjee.

(ii) The Chhindwara Textile Unit of the Company bagged the following awards:

- Second prize in National Productivity Competition organized by Indian Institution of Industrial Engineering (HIE).

- Winner of Gold Award by Parivartan Quality Circle in Quality Progress Convention 2014 at Institute of Engineers (India), Nagpur.

(iii) The Jalgaon Textile Unit of the Company bagged the following awards:

- Greentech Safety Award 2013 in Gold category.

- District Disaster Management Awards forsustainable Growth in Safety Management by District Authority for the year 2013.

- 8th State Level Energy Conservation Award 2013 in Gold category from Maharashtra Government.

(iv) Park Avenue has won the Images Fashion Awards for "Best Innovative Fashion Concept" in the Menswear category

(v) Raymond Zambaiti Limited has bagged the National award- 1st under the category of Private Manufacturing Organisation - Medium, conferred by The Institute of Cost Accountants of India.

(vi) Silver Spark Apparel Limited has won the AEPC Export Award for 2012-2013 in the category of Highest Unit Value Exporter.

(vii) JK Files (India) Limited has been awarded Star Performer Award for the exports in the year 2012-13 in the product group of "Hand Tools" - Large Enterprise Category

9. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

10. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in the Annexure forming part of this Report.

11. DIRECTORS

Smt. Nawaz Gautam Singhania was appointed as an Additional Director of the Company with effect from April 30, 2014. In terms of Section 161 of the Companies Act, 2013, Smt. Nawaz Singhania holds office only upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her name for the office of Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri H. Sunder and Shri Boman Irani, Directors retire by rotation at the forthcoming Annual General Meeting and, being eligible offer themselves for re-appointment.

Shri P. K. Bhandari resigned as a Director of the Company w.e.f. April 23,2014. The Board places on record its appreciation for the services rendered by Shri PK. Bhandari during his tenure as Director.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 21 7 (2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

13. AUDIT

Messrs. Dalai & 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 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from Messrs. Dalai & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company has been carrying out an audit of cost records relating to Textile Division every year.

The Company has appointed Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2014-15.

The cost audit report for the Financial Year 2012-13 was filed with the Ministry of Corporate Affairs on August 29, 2013.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk- mitigation system, which is constantly assessed andstrengthened with new/revised standard operating procedures.

The Company has entrusted the internal & operational audit to Messrs. Mahajan & Aibara, a reputed firm of Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisal of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

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. Audit plays a key role in providing assurance to the Board of Directors.

15. RISK MANAGEMENT

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risks, compliance risks and people risks.

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk within the framework laid down by the Company''s forex policy approved by the Board.

Interest Rate Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management, proactive vendor development practices. The Company''s strong reputation for quality, product differentiation and service, the existence of a powerful brand image coupled with 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, the businesses are exposed to various risks, which are managed through periodic monitoring and timely 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 review of legal compliances carried out 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 a "Raymond Leadership Academy", which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to support the following CSR initiatives:

i) Smt. Sulochanadevi Singhania School at Thane, Maharashtra run by Smt. Sulochanadevi Singhania School Trust ("the School Trust"), a public charitable education trust and Kailashpat Singhania High School in Chhindwara, M.P., run by an education society, having overall strength of about 8000 students, provide quality education not only to the Raymond employees'' children, but also to the children of the local populace.

The School Trust has set up Dr. Vijaypat Singhania School at Vapi, Gujarat which is expected to commence its session from June 2014 and will also follow the ICSE Curriculum.

ii) J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of the technical expertise in Cattle Breeding sector 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". As on March 31, 2014, this initiative touches the lives of 3 Million rural poor in about 30,000 villages through a network of 3944 Integrated Livestock Development Centre in 122 districts of Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Madhya Pradesh, Odisha and Punjab.

J. K. Trust Gram Vikas Yojana has become the largest NGO in animal husbandry sector in India.

iii) Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth 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.;

iv) A Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond) has been set up, as a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capacity and also retain the art of tailoring. Under the aegis of this Trust, four Raymond Tailoring Centers have come up at Patna, Jaipur, Jodhpur and Lucknow. This year six such Raymond Tailoring Centers are proposed to be set up in the States of Uttar Pradesh and West Bengal.

17. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

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.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organization Development interventions. Corporate Learning & Organization Development is a part of Corporate HRfunction. It is a critical pillar to support the organization growth and its sustainability over the long run.

19. STATUTORY INFORMATION

Information pursuant to sub-section 1 (e) of Section 21 7 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.

21 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 22.11 crore and 9 employees employed for part of the FY 2014 were in receipt of remuneration of Rs. 5 lac per month or more amounting to Rs. 4.50 crore. During FY 2014, the Company had 7324 employees.

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended March 31, 2014 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 219 (l)(b)(iv) of the said Act. Members who are interested in obtaining these particulars may write to the Company Secretary atthe Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 89th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of 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.

In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of subsidiary companies are not required to be attached to your Company''s Accounts. Accordingly, your Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors.

The Company has disclosed in the Consolidated Balance Sheet the information required to be provided as per General Circular No. 2/2011 dated February 8, 2011 of Ministry of Corporate Affairs. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will also be kept for inspection at your Company''s registered office. Further, the report and accounts of the subsidiary companies will also be available on your Company''s website www.raymond.in, in a downloadable format.

The Company has not accepted any deposits, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2014.

20. CAUTIONARY STATEMENT

Statements 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 the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Mumbai, April 30,2014 Chairman and Managing Director


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Eighty Eighth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013. The Management Discussion and Analysis has also been incorporated into this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is India''s Leading Textile and Branded Apparel Company with interests in FMCG, Engineering (files, power tools and auto components) business having its corporate headquarters in Mumbai.

2. OVERVIEW OF THE ECONOMY

According to the latest estimate, Indian economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and service sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the economy is estimated to grow by around 6% in FY 2014 with lower inflation.

Your Company''s mainstay textile business performance was adversely impacted by the weak consumer sentiment resulting in lower discretionary spends and increase in input costs.

3. FINANCIAL PERFORMANCE

During FY 2013, against the backdrop of an extremely challenging business environment, your Company reported a top-line growth of 8.5% over the previous year. The Standalone Gross revenue from operations stood at Rs. 2034.51 crore as compared to Rs. 1874.64 crore in the previous year. The Operating Loss before tax and exceptional item stood at Rs. 6.82 crore as against Operating Profit of Rs. 83.74 crore in the previous year. The loss for the year was Rs. 47.84 crore (Previous Year: Net Profit after tax Rs. 56.35 crore).

The Consolidated Gross revenue from operations for the FY 2013 was at Rs. 4140.42 crore (Previous Year: Rs. 3708.70 crore). The Consolidated Operating Profit stood at Rs. 65.64 crore (Previous Year: Rs. 204.39 crore). The Consolidated Net Profit after tax was Rs. 28.73 crore (Previous Year: Net Profit after tax Rs. 155.78 crore).

The Hon''ble High Court of Bombay has approved the Scheme of Arrangement for the demerger of Jalgaon Unit of Raymond Woollen Outerwear Limited (RWOL) with your Company under Section 391-394 of the Companies Act, 1956 from the appointed date of April 1, 2012. This will synergize and rationalize operating costs. The results have been impacted due to the full year loss of Rs. 10.71 crore of this demerged unit absorbed in your Company''s books. On account of this restructuring, the standalone results of the Company are strictly not comparable with the previous year.

Dividend/Appropriation

Your Directors propose to declare dividend out of Reserves by following the Companies (Declaration of Dividend out of Reserves) Rules, 1975. Accordingly, an amount of Rs. 22.10 crore has been withdrawn from General Reserves. Out of the amount available for appropriation, your Directors recommend a dividend @ 10% aggregating to Rs. 6.14 crore (Previous Year: Rs. 15.35 crore) on Equity Shares. The dividend tax on the dividend recommended will be Rs. 1.00 crore (Previous Year: Rs. 2.49 crore). An additional amount of Rs. 16.57 crore was also withdrawn from General Reserve to set off deficit on demerger of the Jalgaon Unit of RWOL as per the Scheme approved by Hon''ble High Court of Bombay.

4. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions Indian textiles industry is one of the leading sectors of Indian economy and contributes significantly to the country''s industrial output (14%), employment generation (35 million in direct and another 20 million, in indirect employment) and export earnings (17%). It contributes 4% to India''s GDP Consumer demand remained sluggish across the textile and apparel value chain in FY 2013 due to high inflation and interest rates resulting in long periods of extended end-of-season sales, pressure on margins, thus impacting profitability.

Opportunities and Challenges

Textile industry is one of the largest employers in India and has strong linkages with the rural economy. The growing young middle-class population is a source of great potential and provides immense opportunities to spur growth in the industry going forward.

The major challenge that the textile and apparel industry is facing is increasing cost of production arising out of rising wages, high power and interest costs.

Performance Highlights

Despite tough business conditions, your Company''s total textile sales registered a growth of 9%; Net Revenue being Rs. 2061.32 crore in FY 2013 as against Rs. 1869.48 crore in FY 2012.

In FY 2013, the domestic textile sales were Rs. 1805 crore as compared to Rs. 1669 crore in FY 2012, whilst the textile exports during the year under review were Rs. 228 crore as against Rs. 196 crore in the previous year.

Raw Material

Wool prices remained high mainly due to strong Australian Dollar, which made imports costlier. The prices of other major raw materials namely Polyester Staple Fibre, Viscose Staple Fibre and Polyester tow were steady.

Retail network presence

Your Company has moderated its Retail roll-out. The Retail network now covers a large number of class 4 and 5 cities. As on March 31, 2013 your Company had 922 retail stores (including 41 overseas stores) across all formats. This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM). Your Company''s Pan-India retail network spreads over 1.78 million square feet of retail space.

5. FINANCE AND ACCOUNTS

During the year, the paid-up equity share capital of the Company increased by Rs. 10/-, consequent to issue of one equity share to the shareholder of Raymond Woollen Outerwear Limited (RWOL) pursuant to the Order passed by the Hon''ble High Court, Bombay, for the demerger of the Jalgaon Unit of RWOL with the Company. Accordingly, the paid-up capital of the Company as at March 31, 2013 stood at Rs. 61,38,08,540/-(Previous Year: Rs. 61,38,08,530/-).

In FY 2013, your Company had issued and allotted 10.60% - 1000 Unsecured Redeemable Non-Convertible Debentures (NCD) Series A of Rs. 10,00,000/- each for cash at par aggregating to Rs. 100 crore and 10.50% - 750 Unsecured Redeemable Non-Convertible Debentures (NCD) Series B of Rs. 10,00,000/- each for cash at par aggregating to Rs. 75 crore on private placement basis. Both the aforesaid NCD''s Series are listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present your Company''s state of affairs, profit/loss and cash flows for the year ended March 31, 2013.

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of the country''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross revenue of the company stood at Rs. 599.83 crore (Previous Year: Rs. 594.77 crore). Loss for the year stood at Rs. 13.41 crore as against profit after tax of Rs. 29.24 crore in the previous year. Margins in the Apparel business were impacted due to lower off-take, inventory overhang and retail expenses of new stores. However, various initiatives aimed at improving supply chain processes, consolidation of operations to reduce overheads have been taken during the year, which are expected to improve the performance of the company going forward. Colorplus Fashions Limited

This company is in the business of premium casual-wear apparel under the ''Colorplus'' brand.

The company''s Gross revenue for FY 2013 stood at Rs. 189.78 crore (Previous Year: Rs. 194.82 crore). The profit after tax was placed at Rs. 2.46 crore (Previous year: Rs. 6.72 crore). The slowdown in the economy and the weak consumer sentiment impacted the performance of the company.

Silver Spark Apparel Limited

This company has good overseas customers and caters to the niche export markets. The increase in sales was led by a strong export order and appreciating Dollar.

The Gross revenue of the company for FY 2013 was Rs. 225.53 crore as against Rs. 149.93 crore in the previous year. The company had a Profit after Tax of Rs. 16.55 crore (Previous Year: Rs. 8.78 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross revenue of the company for FY 2013 was Rs. 22.10 crore (Previous Year: Rs. 24.76 crore). The company earned a profit after tax of Rs. 0.85 crore (Previous Year: Rs. 1.06 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering complete denim solutions. The company earned a Profit after Tax of Rs. 0.92 crore (Previous Year: Rs. 1.01 crore). Raymond Woollen Outerwear Limited Consequent to the restructuring of this company and pursuant to the Order of the Hon''ble High Court, Bombay, the subscribed and paid-up equity capital of this company has been reduced to Rs. 1.94 crore from Rs. 7.76 crore.

The Gross revenue of the company for FY 2013 stood at Rs. 2.58 crore (Previous Year: Rs. 16.59 crore). During the year company incurred a loss of Rs. 0.61 crore (Previous Year: Loss Rs. 8.14 crore).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of over 30% in the files business. The company reported Gross revenue of Rs. 414.58 crore for the year under review (Previous Year: Rs. 343.06 crore). The profit after tax was Rs. 13.98 crore (Previous Year: Rs. 12.03 crore). Inspite of challenging business conditions, the company showed sustained growth in profitability due to prudent working capital management and focused marketing efforts, especially in the export markets.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During the year the Gross revenue of the company stood at Rs. 26.11 crore (Previous Year: Rs. 23.82 crore). The company recorded a Profit after Tax of Rs. 1.37 crore during the FY 2013 (Previous Year: Rs. 2.02 crore).

Scissors Engineering Products Limited The company registered a loss of Rs. 0.004 crore during the year under review (Previous Year: Loss of Rs. 0.005 crore).

Ring Plus Aqua Limited

This company manufactures high quality automotive components and supplies to the domestic markets as well as to the markets in Europe, North America and Latin America. The company has integrated factories at two separate locations at Sinnar near Nasik, Maharashtra. The Gross revenue of the company stood at Rs. 138.97 crore (Previous Year: Rs. 155.19 crore).The net profit after tax was at Rs. 4.98 crore (Previous Year: Rs. 12.64 crore). The challenging business environment in the auto sector led to the subdued performance.

Trinity India Limited

During the year the Gross revenue of the company was placed at Rs. 91.88 crore (Previous Year Rs. 80.68 crore). The company recorded Profit after Tax of Rs. 2.35 crore during the FY 2013 (Previous Year Loss: Rs. 25.44 crore). This company was acquired in February 2012 and is an integrated forged component manufacturer.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.42 crore in the FY 2013 as compared to Rs. 0.36 crore in the previous year. During the year, the company was de-registered with the Reserve Bank of India as a Non-banking Finance Company.

Overseas subsidiaries

Jaykayorg AG recorded a Profit of CHF 170544 (equivalent to Rs. 0.99 crore) [Previous Year: Loss CHF 174474 (equivalent to Rs. 0.95 crore)] for the year ended December 31, 2012.

Raymond (Europe) Limited recorded a profit of Pound Sterling 47095 (equivalent to Rs. 0.41 crore) [Previous Year: Profit Pound Sterling 64764 (equivalent to Rs. 0.50 crore)] for the year ended December 31, 2012.

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$ 12037 (equivalent to Rs. 0.10 crore) [Previous Year: profit US$ 17825 (equivalent to Rs. 0.09 crore)] for the year ended March 31, 2013.

7. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics. In FY 2013 revenue from Indian operations, net of returns and discounts recorded a 4% growth at Rs. 779.84 crore including exports of Rs. 380.74 crore, from Rs. 750.48 crore including exports of Rs. 290.91 crore in the previous year. This company recorded a profit after tax of Rs. 32.99 crore as against loss of Rs. 15.63 crore in the previous year. FY 2013 has been exceptionally good for this company. The renewed thrust on exports, addition of high-margin business and a strong Dollar helped the company to improve margins.

Raymond Zambaiti Limited

This company caters to high-value shirting customers. In view of defaults committed by M/s. Cotonificio Honegger S.PA. (CH) the Joint Venture Partner in this company your Company has served notice terminating the Joint Venture Agreement. Your Company has also served notice exercising its option to purchase all the shares held by CH in Raymond Zambaiti Limited.

The Gross revenue of the company stood at Rs. 296.91 crore Previous Year:Rs. 228.98 crore). This company made a profit after Tax of Rs. 3.50 crore during the year under review (Previous Year: Rs. 3.49 crore). Margins were impacted mainly by provisioning of Rs.11 crore towards dues receivable from CH.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some notable awards during the year are:

1. Raymond Made-to-Measure has won the ''Retail Idea of the Year 2013'' from ET Retail Awards 2013.

2. Most Innovative Retailer of the year organized by Franchise India- It has been awarded for innovative concepts like Made-to-Measure Mobile Van, Raymond TV & JK House store design.

3. Raymond Retail has won the''Most Innovative Retailer of the year 2012'' from 10th National Franchising and Retail Industry Awards.

4. ''Impactful Retail Design and Visual merchandising" - awarded by Asia Retail Congress 2013 to Colorplus Fashions Limited.

5. Export Excellence Award 201 1-2012 for Hand Tools exports in the category of Large Enterprise - JK Files (India) Limited.

6. The Chhindwara Textile Unit of the Company bagged the following awards:

- Environment Award for the year 2010-11 in June 2012.

- National Safety Award for the performance Year 2010 in September 2012.

7. The Jalgaon Textile Unit of the Company has bagged the following awards:

- Green Tech Safety Excellence Award in July 2012.

- District Disaster Management Award in February 2013.

- ''Integrated Management Systems" (IMS) which includes ISO 9001:2008 for Quality Management Systems, ISO 14001:2004 for Environment Management System and OHSAS 18001:2007 for Occupational Health and Safety Management System.

9. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

10. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in the Annexure forming part of this Report.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Nabankur Gupta and Shri Shailesh V. Haribhakti, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible offer themselves for re-appointment.

Shri Akshay Chudasama, Director, retires by rotation at this Annual General Meeting and is eligible for re- appointment. However, Shri Chudasama has informed the Board that he does not seek re-appointment, in view of his professional pre-occupation. The Board does not propose to fill the vacancy at this meeting or any adjournment thereof. Hence, as required under Section 256 of the Companies Act, 1956, resolution at item No.5 is proposed not to fill up the vacancy caused by the retirement of Shri Akshay Chudasama.

Shri Akshay Chudasama is a Director of the Company since April 21, 2011. The Board places on record its gratitude and appreciation for the time and valuable guidance provided to the Raymond Group by Shri Chudasama, during his tenure.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that 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 as at March 31, 2013 and of the loss of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts have been prepared on a going concern basis.

13. AUDIT

Messrs. 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 2013-14. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from Messrs. Dalal & Shah that their appointment if made would be in conformity with the limits specified in the said 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 Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The cost audit report for the FY 201 1 - 2012 which was due to be filed with the Ministry of Corporate Affairs on February 28, 2013 (as per General Circular No.2/2013 dated January 31, 2013 of Ministry of Corporate Affairs) was filed on February 27, 2013.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements for strengthening them. The Company has a robust Management Information System which is an integral part of the control mechanism.

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. Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations.

15. RISK MANAGEMENT

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risks, compliance risks and people risks.

Foreign Exchange Risks

The Company''s policy is to actively manage its long term foreign exchange risks within the framework laid down by the Company''s forex policy approved by the Board.

Interest Rate Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy to minimize interest costs.

Commodity Price Risks

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 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 risks 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 through 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 to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to support the following CSR initiatives:

- Smt. Sulochanadevi Singhania School at Thane, Maharashtra and Kailashpat Singhania High School in Chhindwara, M.P, having overall strength of around 7708 students, provide quality education not only to the Raymond employees'' children, but also to the children of the local populace;

- J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of technical expertise in Cattle Breeding sector gained over three decades at 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 touches the lives of the rural poor in about 30,000 villages through a network of 3903 Integrated Livestock Development Centre in Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Madhya Pradesh, Odisha and Punjab; J. K. Trust Gram Vikas Yojana has become the largest NGO in animal husbandry sector in India.

- Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth 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.

- Raymond has set up a Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond). This is a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capacity and also retain the art of tailoring. The first such center was opened in May 2012, in Patna in the State of Bihar. Efforts are on to commence such training centers in the States of Rajasthan, Gujarat, Bengal, Uttar Pradesh,Odisha and Assam.

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 at all areas of business. Various HR initiatives are taken to align HR Policies to the growing requirements of the business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organization Development interventions. Corporate Learning & Organization Development is a part of Corporate HR. It is a critical pillar in supporting the organization growth and sustainability.

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.

21 employees employed throughout the year, were in receipt of remuneration of Rs. 60 lacs per annum or more amounting to Rs. 24.86 crore and 51 employees employed for part of the FY 2013 were in receipt of remuneration of Rs. 5 lacs per month or more amounting to Rs. 8.73 crore. During the FY 2013 the Company had 9170 employees.

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended March 31, 2013 is given in a separate Annexure to this Report.

The above 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 for inspection by Members at the Registered Office of the Company, 21 days before the 88th Annual General Meeting and upto the date of the ensuing Annual General Meeting during business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of subsidiary companies are not required to be attached to your Company''s Accounts.

Accordingly, your Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors.

The Company has disclosed in the Consolidated Balance Sheet the information required to be provided as per General Circular No.2/2011dated February 8, 2011 of Ministry of Corporate Affairs. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company''s Registered Office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available on your Company''s website www.raymond.in in a downloadable format.

The Company has not accepted any deposits, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2013.

20. CAUTIONARY STATEMENT

Statements 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 the 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 its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Chairman and Managing Director

Mumbai, April 26, 2013

 
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