Directors Report of Relaxo Footwears Ltd.
Mar 31, 2023
The Board of Directors (âBoardâ) of your Company has pleasure in presenting 39th Annual Report on the Company''s business and operations together with the Audited Financial Statements for the Financial Year 2022-23:
Incorporated in 1984, Relaxo is the largest footwear manufacturer in India, serving the nation since four decades, and is today ranked among the top 250 Most Valuable Companies with its shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Relaxo is a Fortune 500 (India) company, synonymous with quality products at affordable prices, manufacturing slippers, sandals and sports & casual shoes at 8 State of the Art manufacturing facilities at Bahadurgarh (Haryana), Bhiwadi (Rajasthan) and Haridwar (Uttarakhand).
Your Company''s most popular brands - Relaxo, Sparx, Flite & Bahamas are a leader in their space.
Having a pan India distribution footprint, Relaxo also operates 387 strong network of Exclusive Brand Outlets, with availability on all major e-commerce portals as well.
|
2. |
Financial Results n compliance with the provisions of the Companies Act, 2013 (âActâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has prepared its financial statements as per the Indian Accounting Standards (Ind AS) for the Financial Year 2022-23. The financial highlights of the Company''s operations are as follows: (C in Crore) |
||
|
Particulars |
2022-23 |
2021-22 |
|
|
Revenue from Operations |
2782.77 |
2653.27 |
|
|
EBITDA |
335.78 |
415.75 |
|
|
Other Income |
18.57 |
23.72 |
|
|
Less: Finance Costs |
19.24 |
15.33 |
|
|
Less: Depreciation and Amortisation Expense |
125.10 |
113.54 |
|
|
Profit before Tax |
210.01 |
310.60 |
|
|
Less: Tax Expense |
55.54 |
77.92 |
|
|
Profit after Tax |
154.47 |
232.68 |
|
|
Other Comprehensive Income |
1.96 |
0.31 |
|
|
Balance brought forward from Previous year |
66.43 |
45.55 |
|
|
Amount available for Appropriation Appropriation: |
222.86 |
278.54 |
|
|
⢠Final Dividend |
62.23 |
62.11 |
|
|
⢠Transfer to General Reserve |
75.00 |
150.00 |
|
|
Balance carried to Balance Sheet |
85.63 |
66.43 |
|
|
EPS-Basic (in C) |
6.21 |
9.36 |
|
|
EPS-Diluted (in C) |
6.21 |
9.35 |
|
a) Financial
The key highlights of the Company''s financial performance during the Financial Year 2022-23 are given below:
⢠Revenue from operations increased by 4.88% to H2782.77 Crores from H2653.27 Crores in the last Financial Year.
⢠EBITDA is at H335.78 Crores as compared to H415.75 Crores in last Financial Year.
⢠Net profit is at H154.47 Crores as compared to H232.68 Crores in the last Financial Year.
⢠Net profit margins is 5.55 %.
⢠Relaxo Exclusive Brand Outlets (EBOs) were at 387 as on March 31, 2023.
Even as the profits of your Company were subdued due to high material prices during this year, the moderate business growth in second half of FY23 helped mitigate the impact.
The year saw a tumultuous beginning with the Russia-Ukraine conflict turning into a full blown war. As it accentuated into the year, it not only had catastrophic effect on the warring nations, but it also started wide scale disruptions in supply chain equations leading to spiraling inflation levels unprecedented in many nations, and India too, was severely impacted by it. Raw material supplies went haywire, with prices following suit northwards. Force majeure'' price revisions in quick succession led to same stock
being available at multiple price points, stirring trade confidence resulting in an adverse impact on sales even as the scars caused by Covid 19 were ebbing.
Despite this, in a strategic move, your Company has absorbed a part of input cost to unburden the consumer, maintaining its brand equity and topline with a marginal impact on profits in the current year.
All this while, your Company continued to strengthen territorial presence and invest in brand building and marketing initiatives. As the inflation eased towards the third quarter, the efforts starting paying off and the long established, resilient infrastructure placed your Company in a position of advantage over its peers.
b) Non-Financials
Despite the challenging year, your Company is on track to achieve its long term goal.
Sales & Marketing
With unprecedented inflation and supply chain disruptions marring H1 performance, your Company also re-aligned its strategies to cope with the new paradigm and continued with its marketing initiatives with an eye on the future.
Your Company continued to upgrade technological systems to improve efficiency of front line salesforce and ease of operations management at distributor end and also aggressively expand the distribution network with special focus on reaching hitherto uncovered districts of the country.
During FY23, as a strategic initiative, marketing campaigns across sales channels - wholesale, Exclusive Brand Outlets, exports, modern trade and e-commerce were aligned to reap synergies in communication.
To maintain top of mind recall leadership for its brands, your Company continued with its consumer and trade facing initiatives by way of high decibel media campaigns, consumer contact programs, aggressive branding & merchandising and pan India retailer meets.
To capture the digital eyeballs, your Company maintained an âalways on'' presence in the online space with engaging brand campaigns during the year.
Increasing penetration of internet and digitization has propelled e-commerce activities to higher levels across the nation. During the year, your Company has paid special focus on this channel and worked out strategic measures to optimize performance over leading market places with minimal impact on traditional offline business with resultant growth, encouraging sustained investments for the future.
Retail
During the year, your Company undertook an extensive in-store branding refresh exercise and implemented a regimented placement planogram for effective product showcasing. With a view to deliver
a better customer experience, your Company also conducted several sales training sessions among the EBO staff and implemented innovative practices such as paperless billing and flexi payment options for its customers.
Further, it embarked upon structured hyperlocal marketing campaigns to maximize business from the catchment area.
Despite an inhibitive business environment during FY23, your Company''s retail network stands at 387 as on March 31, 2023.
Exports
Your Company has experienced significant growth in exports despite challenges of rising input costs and supply chain disruptions, successfully expanding its distribution channels and launching new products into new markets.
Your Company conducted several training programs for its channel partners for better product knowledge and improved sales competence.
Buoyed by its success, your Company moved to strengthen brand equity by pioneering focused marketing campaigns in key markets during FY23.
As a result, Your Company''s performance during the year has earned it 2-star Export house status.
In recognition, Council for Leather Exports has awarded your Company for excellence in export performance for FY 2019-20, FY 2020-21 & FY 2021-22 in non-leather footwear category.
Procurement
During the year, even as your Company was expecting softening of raw material prices due to ease in COVID-19 situation, the sudden on-set of Ukraine-Russia war brought new uncertainties. An unprecedented rise in costs coupled with volatility in supply chain led to great discrepancies in finished goods prices in the markets. Marginal softening during the year had but a limited impact in mellowing down price uncertainties in markets. To mitigate this situation, your Company explored and implemented new, alternate materials and formulation, process improvement and inventory control measures which did help in tiding over the otherwise difficult situation.
Product Development
To stay relevant to evolving consumer preferences, new product development and innovation is a key determinant of success.
During FY23 your Company regularly conducted market sensing exercises and collated pre and post launch product feedback from its channel partners and consumers to constantly align its portfolio offerings in line with market expectations.
Manufacturing and Quality
As a socially responsible Corporate, your Company has maintained green fuel technology and switched over to PNG for all boilers used across manufacturing locations. Also your Company has converted many of existing DG sets to run in a hybrid/dual fuel mode to allow use of CNG with diesel as fuel, ensuring energy conservation and reduction in pollution.
Your Company has taken various steps for energy conservation and cost rationalization replacing conventional motors with servo motors, installing VFD''s etc.
Your Company is committed to invest in environmental, social, and corporate governance initiatives, adopting best business practices for improvement and sustainability.
In its journey towards continuous improvement in customer satisfaction, your Company has maintained following certifications:
> ISO 9001:2015 (Quality Management System)
> ISO 14001:2015 (Environmental Management System)
> ISO 45001:2018 (Occupational Health and Safety Management System)
Information Technology
Year 2022-23 was the year of digitization. Your Company has upgraded its IT system on latest SAP Solution viz. S4HANA FVB (Fashion and Business Vertical) 2020. This has helped to align the manufacturing, wholesale and retail business operations of your Company on a single platform with resultant efficiencies.
In order to engage more efficiently with its channel partners your Company has launched Distribution Management Solution under project DMS 2.0 improving customer service, transparency and traceability.
Your Company has improved upon its IT security posture by maintaining ISO 27001:2013 certification and robust security solution like DLP (Data Leak Protection), and implemented Micro-Segmentation to provide additional layer of data protection and secure
IT environment. Your Company has also Implemented managed SOC (Security Operation Centre) solution to ensure 24x7 monitoring for protection against cyber threats.
Human Resource
During the year, a slew of programs were deployed to augment the capability of your Company''s human resources.
In order to enhance productivity and competency of its sales force, your Company undertook Sales Capability Programmes for its leadership as well as for the frontline, upskilling them for the future.
As a strategic measure, a cohort of critical middle management talent has been identified for leadership roles in near future even as your Company is continually sourcing fresh talent from premier business schools in order to strengthen the succession pipeline.
Continuing with the past practice of using long term incentives to retain critical talent, during the year, your Company launched the 4th (fourth) phase of RFL ESOP Plan 2014 covering 100 eligible employees and cancelled the ESOP granted under Phase III of RFL ESOP Plan 2014 as Employees surrendered the ESOP voluntarily.
4. Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report.
The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.
In line with the Dividend Distribution Policy of the Company, the Board of your Company in its meeting held on May 10, 2023 has recommended a final dividend @ 250 % equivalent to H2.50/- (Rupees Two and Fifty Paisa only) per equity share of HI/- (Rupee One Only) each for the Financial Year 2022-23 payable to those members whose name appear in the Register of members/list of beneficiaries as on August 17, 2023 i.e. the cut-off date. The total final dividend payout will amount to H62.23 Crore (Rupees Sixty Two Crore Twenty Three Lacs only). The payment of final dividend is subject to the approval of members in the Company''s ensuing Annual General Meeting (âAGMâ).
The Register of Members and Share Transfer Books will remain closed from August 18, 2023 (Friday) to August 23,
2023 (Wednesday) (both days inclusive) for the purpose of payment of final dividend for the Financial Year 2022-23, if declared at the ensuing AGM.
Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereto.
6. Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 1000 listed companies are required to formulate a Dividend Distribution Policy. Accordingly, your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at the link https://www.relaxofootwear.com/ policies.
We have transferred H75.00 Crore (Rupees Seventy Five Crore Only) to the general reserve from net profits. An amount of H85.63 Crore (Rupees Eighty Five Crore Sixty Three lac only) is proposed to be retained in the Statement of Profit & Loss of the Company.
Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.
9. Compliance with Secretarial Standards
During the year under review, the Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ), i.e. Secretarial Standard-1 (âSS-1â) and Secretarial Standard-2 (âSS-2â), relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly complied by the Company.
10. Subsidiary/ Joint Venture/ Associate Company
Your Company does not have any subsidiary, joint venture or associate company, during the Financial Year under review.
11. Changes in Nature of Business
There was no change in the nature of business of the Company during the Financial Year under review.
Authorised Share Capital:
The Authorized share capital of your Company as on March 31, 2023 stood at H51,00,00,000 (Rupees Fifty One Crores Only) divided into 51,00,00,000 (Fifty One Crores) Equity Shares of HI/- (Rupee One Only) each.
Issued, Subscribed and Paid-up Share Capital:
During FY23, the Board of Directors of the Company at its meeting held on March 30, 2023, issued and allotted 12,540 (Twelve Thousand Five Hundred Forty) equity shares of H1/-(Rupee One Only) each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN-2014).
As on March 31, 2023, the issued, subscribed and paid-up share capital of the Company was H24,89,38,586/-(Rupees Twenty Four Crores Eighty Nine Lacs Thirty Eight Thousand Five Hundred and Eighty six Only) consisting of equity shares of face value of H1.00/- each divided into 24,89,38,586 (Twenty Four Crores Eighty Nine Lacs Thirty Eight Thousand Five Hundred and Eighty six) equity shares of H1/- (Rupee One Only) each.
13. Disclosure Relating to Remuneration of Directors and Key Managerial Personnel (KMP)
Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. Pursuant to Section 134(3) (e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees. The detailed Nomination and Remuneration Policy is available on the website of the Company at the link https:// www.relaxofootwear.com/policies.
The information and disclosure required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors and Employees of your Company is set out in Annexure - A to this report.
15. Directors and Key Managerial Personnel
Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Deval Ganguly, Whole Time Director (DIN: 00152585) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board has recommended his re-appointment to shareholders.
The members in the 38th AGM held on August 25, 2022 through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") have approved the Appointment of Mr. Kuldip Singh Dhingra (DIN: 00048406) as Non-Executive Independent Director of the Company for a period of 5 (five) years and appointment of Mr. Gaurav Dua (DIN:09674786) as Whole Time Director of the Company for a period commencing from July 26, 2022 to September 30, 2023.
As on March 31, 2023, Mr. Ramesh Kumar Dua (DIN - 00157872), Managing Director, Mr. Mukand Lal Dua (DIN - 00157898), Whole-Time Director, Mr. Nikhil Dua (DIN-00157919), Whole-Time Director, Mr. Gaurav Dua (DIN:09674786)- Whole-Time Director, Mr. Deval Ganguly (DIN - 00152585) Whole-Time Director, Mr. Sushil Batra, Chief Financial Officer (CFO) and Mr. Ankit Jain, Company Secretary, are the Key Managerial Personnel (KMP) of your Company.
During the Financial year under review, Mr. Vikas Kumar Tak resigned from the position of Company Secretary and Compliance Officer of the Company effective December 15, 2022 and Mr. Ankit Jain was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. February 4, 2023.
Additionally, Mr. Pankaj Shrimali (DIN: 00013142), being Non-executive Independent Director of the Company was designated as Chairperson of the Company with effect from April 1, 2022, in compliance with Part E of Schedule II of the Listing Regulations.
Therefore, your Board is maintained with optimum combination of Executive and Non-Executive/Independent Directors. As on March 31, 2023, the Company has 1 (One) Managing Director, 4 (Four) Whole Time Directors and 5 (Five) Non-Executive Independent Directors including 1 (One) Woman Independent Director. The composition of the Board represents an optimal mix of professionalism, knowledge, experience and expertise in varied fields
enabling it to discharge its responsibilities and provide effective leadership for long term vision with highest standards of governance.
16. Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25(8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs (âIICAâ) at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.
17. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year
With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/re-appointed during the FY23, the Board of Directors has taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors has taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test.
None of the Directors other than Mr. Ramesh Kumar Dua, Managing Director, Mr. Mukand Lal Dua, Mr. Nikhil Dua and Mr. Gaurav Dua, Whole time Directors of the Company are related inter-se, in terms of Section 2(77) of the Act including Rules framed there under.
18. Annual Evaluation
In terms of the provisions of section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework
recommended by the renowned consultants containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for FY23.
During the reporting year, customized questionnaires were circulated to all the Board members in order to enhance the effectiveness of the Evaluation Process. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated on their contribution at Board/Committee meetings and guidance & support to the management outside Board/Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.
The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.
The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman of the Board and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
The Board of Directors expressed their satisfaction with the evaluation process.
In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format of the letter of appointment/re-appointment is available on our website at the link https://www.relaxofootwear.com/terms-conditions-of-independent-director.
Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company''s business model
and relevant changes in the law governing the Company''s business. The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the Company website at the link www.relaxofootwear. com/other-disclosures.
20. Number of Meetings of the Board
During FY23, the Board of Directors met 5 (five) times on May 11, 2022, July 26, 2022, November 2, 2022, February 4, 2023 and March 30, 2023, the details of which are provided in the Report on Corporate Governance, which forms part of the Annual Report. The intervening period between any two consecutive Board meetings was within the maximum time gap prescribed under the Act, Regulation 17 of the Listing Regulations and SS-1 issued by ICSI.
During the FY23, the Board had 5 (five) Committees, namely:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholders'' Relationship Committee;
- Risk Management Committee; and
- CSR & ESG Committee.
All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY23 and attendance of the Directors at each meeting is provided in the report on Corporate Governance, which forms part of the Annual Report.
22. Directorâs Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. Statutory Auditors
In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended) M/s Gupta & Dua, Chartered Accountants, (ICAI Firm Registration No. -003849N) were appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 38th AGM till the conclusion of 43rd AGM of the Company.
24. Auditors'' Report
The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. The Auditor''s Report for FY23 does not contain any qualification, reservation or adverse remarks. The observation of the Statutory Auditors on the financial statements have been suitably explained in the Notes to Accounts and do not require any further clarification.
25. Details in respect of frauds reported by auditors under section 143(12) other than those which are reportable to the Central Government
During the Financial Year under review, no fraud is reported by the Auditors of the Company under Section 143(12) of the Act.
26. Maintenance of Cost Records and Cost Audit
The Company does not fall under the category prescribed under sub-section (1) of Section 148 of the Act and Rules 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) to whom the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.
27. Internal Auditor
Pursuant to the provisions of Section 138 of the Act, the Company has appointed Deloitte Touche Tohmatsu India LLP and Sahni Natarajan and Bahl as the Internal Auditors of the Company for Financial Year 2023-24 in co-sourcing model along with in-house Internal Auditor.
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Man agerial Person nel ) Ru les, 2014 (in clu di ng any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had appointed M/s Chandrasekaran Associates to conduct the Secretarial Audit of the Company for the Financial Year 2022-23 as recommended by Audit committee.
The Secretarial Audit Report for the Financial Year 202223 is annexed as Annexure-B which forms part of this report. The Secretarial Audit Report for the Financial Year ended March 31, 2023 does not contain any qualification, reservation or adverse remarks except the following:-
(i) The Chairman of Audit Committee has not attended the Annual General Meeting (âAGMâ) of the Company held on August 25, 2022 due to some business exigencies as Chairman of Audit Committee had to urgently travel. Accordingly he couldn''t attend this AGM.
(ii) During the period April 01, 2022 to April 21, 2022, the Chairman of the Company and Nomination and Remuneration Committee (âNRCâ) was the same Director of the Company; during the aforesaid period no meeting of Board and NRC have been held. Accordingly, the Chairman of the Board hasn''t attended any meeting of NRC as Chairman of the Company and did not take any decision in the NRC as Chairman of Company during the aforesaid period.
(iii) The Company has delayed/non filing of certain forms with Registrar of Companies. As confirmed by the management of the Company that due to the technical issues on the portal of Ministry of Corporate Affairs arising on account of transition of V2 to V3, form CSR-2 could not be filed within prescribed timeline.
(iv) The audio recordings of certain earning calls of the Company have been submitted by the Company with the stock exchanges within twenty-four hours from the conclusion of such calls but not before the next trading day from the conclusion of such calls. However going forward the Company did take care to file the same in all further correspondences with stock exchange before the next trading day from the conclusion of such call or twenty-four hours whichever was earlier.
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2023 will be available on the website of the Company at the link https://www.relaxofootwear.com/annual-return.
30. Contracts and Arrangements with Related Parties
During FY23, the Company has entered into various transactions with related parties. All the Contracts/ arrangements/transactions entered into by the Company with its related parties during the Financial Year under review were in the ordinary course of the business, on the arm''s length basis and were undertaken in compliance with the applicable provisions of the Act and the Listing Regulations.
During the Financial Year under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions that would have required Shareholders'' approval under Regulation 23 of the Listing Regulations.
The updated Policy on materiality of Related Party Transactions is available on the website of the Company at the link - https://www.relaxofootwear.com/policies.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
The particulars of the material related party transactions are provided in Form AOC-2 as Annexure-C which forms part of this Report. Further, disclosures as per Ind-AS 24 have been made in note 39 of the financial statements for the year ended March 31, 2023.
31. Particulars of Loans, Guarantees & Investments
In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed under note 4 in Financial Statements for the financial year ended March 31, 2023, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.
Your company has a Risk Management Policy consistent with the provisions of the Act and Listing Regulations. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organisation.
The Board of Directors has constituted its Risk Management Committee to assist the Board in fulfilling its responsibilities relating to evaluation and mitigating various risks exposures that potentially impact the Company.
The Board advised by the Risk Management Committee, wherever appropriate, regularly reviews the significant risks and decisions that could have a material impact on the company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
As per SEBI (LODR) (Second Amendment) Regulations, 2021, the Risk Management Committee shall meet at least twice in a year. The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
33. Corporate Social Responsibility (CSR) and its Committee
Your Company has firm belief and commitment towards the collective development of all the stakeholders especially people at bottom of the pyramid and consider it as a prerequisite for the sustainability of the business. Thus, CSR is not just compliance for the Company but is an opportunity to contribute towards nation building through well-defined professional approach.
In compliance with the provisions prescribed under Section 135 of the Act, your Company had constituted a CSR & ESG Committee of the Board. The Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others. The Policy is available on the website of the Company at the link https://www.relaxofootwear.com/policies.
During the year, your Company initiated Phase III of the ongoing Parivartan project in co-ordination with Sarva Shiksha Abhiyan, Uttarakhand, by adopting additional 32 schools of Khanpur and Laksar blocks- District Haridwar, Uttarakhand.
Currently this project is running in 3 phases, providing support to approx. 7,633 students of 77 schools in Khanpur and Laksar Blocks- District Haridwar, Uttarakhand.
In the reporting period, your Company has completed infrastructure development works in 19 Schools of Phase II & III. Out of total 77 schools, 42 schools have been renovated under Parivartan Project till now.
Being a multiyear project, your company will be supporting the Government Education Department to develop Government schools into Model Schools that will have child-friendly infrastructure, trained & motivated teachers, empowered school management committees for the benefit of students.
During the year, the Company has continued its work on the long term project undertaken in FY23, the details of
activities are given in Annexure-D to this report.
The details of the composition of the CSR & ESG Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and explained in detail in Annexure-D to this report.
The details pertaining to the composition, meetings and terms of reference of the CSR & ESG Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
As per requirement under Section 135 of the Act read with relevant Rules made thereunder, the composition of the CSR & ESG Committee, and CSR Policy and Projects approved by the Board are available on the website of the Company at https://www.relaxofootwear.com/policies.
34. Composition of Audit Committee
In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Board of Directors of the Company had constituted the Audit Committee. The details pertaining to the composition, meetings and terms of reference of the Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for Directors and employees of the Company.
This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company.
During the year under review, the Company received 1 (One) Complaint from a shareholder of the Company regarding non-receipt of Discount Coupon, and the same was resolved.
Your Company hereby affirms that no person of the Company has been denied access to the Chairman of the Audit Committee.
The Policy is available on the website of the Company at the link https://www.relaxofootwear.com/policies.
36. Business Responsibility and Sustainability Report
SEBI vide its Notification no. SEBI/LAD-NRO/GN/2021/22 dated 5 May, 2021, has discontinued the requirement of submitting a business responsibility report after the Financial Year 2021-22 and thereafter, with effect from FY23, the top 1000 listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format as specified by the SEBI.
In terms of the amended Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company for environmental, social and governance perspective, forms part of this Annual Report.
37. Policy on Prevention of Insider Trading
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following policies/codes which are revised from time to time according to applicable laws or as per need:
⢠Code for Prevention of Insider Trading
⢠Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âUPSIâ)
⢠Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI
All compliances relating to Code of Conduct for Prevention of Insider Trading are being managed through a web-based portal installed by the Company. The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company''s shares and sharing UPSI. The Code includes the obligations and responsibilities of DPs, obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI. The said code is available on the website of the Company at https:// www.relaxofootwear.com/policies.
38. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSHWWP Actâ)
The Company is an equal employment opportunity employer and is committed to provide a safe and conducive work environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment. The Company always believes in transparency, honesty, equality, antiracism and fairness to all including
women employees of the Company. They have right to be treated with dignity and as per the Company''s framework. Harassment of any kind including sexual harassment is forbidden. The Company has âZero Tolerance'' approach towards any act of sexual harassment.
Article 21 of the Constitution, which relates to the right to life and personal liberty, includes the right to live with dignity, and in the case of women, it means that they must be treated with due respect, decency and dignity of workplace. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the Constitution of Internal Committee (IC).
An Internal Committee (IC) is available at each of Units and Offices of the Company as per the provisions of the law. The IC is responsible for redressal of complaints related to sexual harassment. The Company also conducts sensitization/awareness sessions and quarterly meetings on a regular basis so as to create a free and fair working environment.
No complaint was received by IC during FY23.
It is our constant endeavour to ensure that we provide harassment free, safe and secure working environment to all employees specially women.
39. Significant and Material Litigations / Orders
During the Financial Year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
During FY23, ICRA has retained long term rating of the Company at [ICRA] AA (pronounced as ICRA Double A). The Outlook on the long-term rating has been revised to Stable from Positive.
Additionally, ICRA has also retained short term rating of the Company at [ICRA] A1 (pronounced as ICRA A one plus) which is the highest rating for the category.
41. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-E which forms part of this Report.
42. Employees Stock Option Plan
Presently, the Company has one Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â/ âESOP Planâ). This Plan helps to attract and retain talented employees in the Company and boost their morale. The Nomination and Remuneration Committee administers and monitors the Company''s ESOP Plan.
During FY23, 12,540 (Twelve Thousand Five Hundred Forty) options were exercised by the employees of the Company. Accordingly, the Company on March 30, 2023 made an allotment of 12,540 (Twelve Thousand Five Hundred Forty) equity shares against the options exercised by the employees. During the Financial Year under review, the Company has cancelled 4,00,300 (Four Lacs Three Hundred) options due to Resignation/ Retirement as per the Company''s ESOP Plan and cancellation of RFL Phase 3rd of ESOP Scheme 2014 due to surrender of ESOPs by the employees of the Company on voluntary basis.
During the year the Company rolled out fourth phase of RFL ESOP Plan 2014 and granted 7,71,200 (Seven Lacs Seventy One Thousand Two Hundred) options to 100 employees.
Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a disclosure with respect to ESOP Plan of the Company as on March 31, 2023, is available on the website of the Company at the link https://www.relaxofootwear.com/other-disclosures.
A certificate from M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditor of the Company with respect to the implementation of the Company''s ESOP Plan would be made available to the members at the ensuing AGM. A copy of the same will also be available for inspection at the registered office of the Company during business hours.
ESOP scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The details as per the requirements of ESOP Regulations are annexed as Annexure-F which forms part of this Report.
43. Material Changes and Commitments
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2023 of the Company and as on the date of this Report.
44. Internal Financial Controls
Your company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of our operations.
Internal Financial Controls ensure orderly and efficient conduct of the business, including adherence to company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
Internal Financial Control framework is independently evaluated by external agency apart from periodic evaluation by in-house Internal Audit function for necessary improvement, wherever required. Based on the results of such assessments, no reportable material weakness or significant deficiencies in the design or operation of Internal Financial Controls was observed.
Further, the Statutory Auditors of the Company also reviewed Internal Financial Controls over Financial Reporting of the Company as on March 31, 2023 and issued their report which forms part of the Independent Auditor''s report.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company has a strong Management Information System, which is an integral part of the control mechanism. The Company continues to strengthen its risk management and internal control capabilities by improving its policies and procedures and introducing advanced risk management tools.
The Managing Director and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company. The Audit Committee reviews the effectiveness of the Internal Financial Control framework in the Company.
45. Managing Director and CFO Certification
The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board. The same is annexed with Corporate Governance Report which forms part of this Annual Report.
Declaration by Managing Director under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company''s Code of Conduct is enclosed with this Annual Report.
46. Transfer of Unclaimed Shares / Dividend
As per the provisions of Regulation 39(4) read with Schedule VI of the Listing Regulations, the unclaimed shares lying in the possession of the Company, are required to be dematerialized and transferred into a special demat account held by the Company.
Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in an âUnclaimed Suspense Account'' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.
|
The summary of âUnclaimed Suspense Account'' during the year is given hereunder: |
|||
|
S. |
Particulars |
No. of |
No. of equity |
|
N. |
Shareholders |
shares held |
|
|
1 |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on April 1, 2022 |
31 |
82,195 |
|
2 |
Number of shares transferred to suspense account during the year |
||
|
3 |
Number of shareholders who approached the company for shares and to whom shares were transferred from the suspense account during the year |
2 |
10,024 |
|
4. |
Transfer of shares to IEPF Account |
- |
- |
|
5. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on March 31, 2023 |
29 |
72,171 |
The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.
In compliance with the statutory provisions, during the Financial Year under review, the Company transferred unclaimed dividend amounting to H1,84,906/- (Rupees One
Lac Eighty Four Thousand Nine Hundred and Six Only) from the Final Dividend for the Financial Year 2014-15 to the Investor''s Education and Protection Fund (âIEPFâ). The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 25, 2022 (date of last AGM) on the website of the Company at the link https://www.relaxofootwear.com/unpaid-dividend-data.
Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, during FY23, the Company transferred 6,110 (Six Thousand One Hundred and Ten) equity shares to demat account with IEPF for which dividend was unpaid/ unclaimed for seven consecutive years.
The shareholders whose unpaid dividend/shares are transferred to the IEPF can request the Company/Registrar and Transfer Agent as per the applicable provisions in the prescribed form, IEPF-5, for claiming the unpaid dividend/ shares from IEPF. The process and online application form (Form IEPF - 5) as prescribed by the Ministry for claiming back the shares/dividends are available on the website of MCA at www.iepf.gov.in . Mr. Ankit Jain, Company Secretary & Compliance Officer acts as the Nodal Officer of the Company as per the provisions of IEPF. The contact details of Nodal Officer is available on the website of the Company at the link https://www. relaxofootwear.com/investor-support.
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.
A certificate from M/s Gupta & Dua, Chartered Accountants, (ICAI Firm Registration No. -003849N) Statutory Auditors of the Company, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance as Annexure-G.
48. Details of Non-Compliance with regard to Capital Markets During the Last Three Years
There have been no instances of non-compliances by the Company with regard to Capital Markets during the last three years.
The Company affirms that the annual listing fees for the Financial Year 2023-24 to National Stock Exchange of India Ltd. and BSE Ltd. is duly paid.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2015.
There was no instance of onetime settlement with any Bank or Financial Institution.
We take this opportunity to thank our employees for their dedicated service and contribution to the Company.
We would like to place on record sincere thanks and appreciation to all our customers, partners, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Delhi Managing Director Whole Time Director
May 10, 2023 DIN: 00157872 DIN: 00157898
Mar 31, 2022
The Board of Directors (âBoardâ) of your Company has pleasure in presenting 38th Annual Report on the Company''s business and operations together with the Audited Financial Statements for the Financial Year 2021-22.
Incorporated in 1984, Relaxo is the largest footwear manufacturer in India, serving the nation since four decades, and is today ranked among the top 200 Most Valuable Companies with its shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Relaxo is a Fortune 500 (India) company, synonymous with quality products at affordable prices, manufacturing slippers, sandals and sports & casual shoes at 8 State of the Art manufacturing facilities at Bahadurgarh, Bhiwadi and Haridwar.
Your Company''s most popular brands - Relaxo, Sparx, Flite & Bahamas are a leader in their space.
Having a pan India distribution footprint, Relaxo also operates 394 strong network of Exclusive Brand Outlets, with availability on all major e-commerce portals as well.
⢠EBITDA is at H415.75 Crore as compared to H495.49 Crore in last Financial Year.
⢠Net profit is at H232.68 Crore as compared to H291.56 Crore in the last Financial Year.
⢠Net profit margins is 8.77 %.
⢠Relaxo Exclusive Brand Outlets (EBOs) were at 394 as on March 31, 2022.
In compliance with the provisions of the Companies Act, 2013 (âActâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has prepared its financial statements as per the Indian Accounting Standards (IND AS) for the Financial Year 2021-22. The financial highlights of the Company''s operations are as follows:
|
(C in Crore) |
||
|
Particulars |
2021-22 |
2020-21 |
|
Revenue from Operations |
2653.27 |
2359.15 |
|
EBITDA |
415.75 |
495.49 |
|
Other Income |
23.72 |
22.77 |
|
Less: Finance Costs |
15.33 |
1708 |
|
Less: Depreciation and Amortisation Expense |
113.54 |
110.02 |
|
Profit before Tax |
310.60 |
391.16 |
|
Less: Tax Expense |
77.92 |
99.60 |
|
Profit after Tax |
232.68 |
291.56 |
|
Other Comprehensive Income |
0.31 |
1.45 |
|
Balance brought forward from Previous year |
45.55 |
52.54 |
|
Amount available for Appropriation |
278.54 |
345.55 |
|
Appropriation: |
||
|
⢠Final Dividend |
62.11 |
- |
|
⢠Transfer to General Reserve |
150.00 |
300.00 |
|
Balance carried to Balance Sheet |
66.43 |
45.55 |
|
EPS-Basic (in C) |
9.36 |
11.74 |
|
EPS-Diluted (in C) |
9.35 |
11.72 |
a) Financial
The key highlights of the Company''s financial performance during the Financial Year 2021-22 are given below:
⢠Revenue from operations increased by 12.47% to H2653.27 Crore from H2359.15 Crore in the last Financial Year
The year saw second wave of Covid-19 pandemic during the month of April-2021 which was very dreadful and impactful, causing irreparable loss of human lives throughout the country. The lockdown imposed by the Government extended from mid of April-2021 till end of May-2021 and additionally for a brief period in the month of January-2022, impacted the operations of your Company.
However, your Company reacted swiftly and adapted its operations to the changed environment. The modified ways of working, gradual ease in restrictions and an already established position of strength helped your Company to tide over the larger crisis. As the economy started to gather itself, demand for basic footwear picked up and the long established, resilient
infrastructure placed your Company in a position of advantage over its peers. All this while your Company was particularly sensitive to the safety of its employees and customers and adopted the best practices in vogue.
With its business operations functional by June 2021, your Company realigned its strategies to counter Covid-19 impact and consolidate its position of leadership.
Financial year 2021-22 has seen unprecedented challenges posed by the pandemic, abnormally high raw material costs and a rising geo-political crisis. Despite this, in a strategic move, your Company has absorbed a part of input cost to unburden the consumer, maintaining its brand equity and topline with a marginal impact on profits in the current year.
b) Non-Financials
Despite periodic lockdowns due to Covid-19, your Company has stayed resilient over the year.
Sales & Marketing
With Covid-19 impacting the usual, your Company also re-aligned its marketing strategies to the new environment. Even as start of this financial year was marred by a vicious spate of covid-19, your Company continued with its marketing initiatives with an eye on the future.
Strategic initiatives:
⢠Universal product portfolio adopted across all business verticals for greater synergy.
⢠Continued in - market branding & merchandising activities for visibility.
⢠New campaigns launched with a refreshed, sharper positioning for our leading brands Sparx and Flite.
⢠In line with the changing media habits of its consumers, your Company increasingly harnessed
the digital landscape with engaging brand campaigns on social media.
⢠Strategic initiatives towards Exclusive Brand Outlets (EBO) revamp to personify our brand imagery and serve as a platform for consumer interface.
⢠Implementation of structured marketing campaigns for key export markets.
⢠Initiated DMS 2.0 (Distributor Management System) for effective channel management and reseller engagement strategies.
E-commerce
Increasing penetration of internet and digitization has propelled e-commerce activities to higher levels across the nation.
During the year, your Company has continued to strengthen its brand presence with a refreshed appeal across all leading market places with resultant growth, encouraging sustained investments for the future.
Retail
Retail sector was most affected with periodic lockdowns, market uncertainty and dampened consumer sentiment, particularly during the first half of the year.
During the year, your Company continued with its preventive measures for a safe shopping experience for its customers, undertook an extensive instore branding refresh exercise and implemented a regimented placement planogram for effective product showcasing.
Despite an inhibitive business environment during FY22, your Company''s retail network stands at 394 as on March 31, 2022.
Exports
Despite the looming shadow of the ongoing pandemic, exports of your Company have shown considerable growth crossing H100.00 Crore revenue, owing to continuous strengthening of distribution channels, a sharper product portfolio and strategic marketing investments.
In recognition, Council for Leather Exports has awarded your Company for excellence in export performance for FY 2019-20 & FY 2020-21 in non-leather footwear category.
Procurement
The continuing global pandemic resulted in material scarcity due to demand supply gaps and transit delays, pushing up raw material prices to unprecedented levels. However, proactive planning and scheduling helped your Company to efficiently manage its supply chain and mitigate disruptions in production. Cost reduction possibilities were also explored and implemented by introducing new alternate materials after extensive research and trials.
Product Development
To stay relevant to evolving consumer preferences, new product development and innovation is a key determinant of success.
Banking on long standing experience in market sensing and research, your Company successfully managed to realign its product portfolio with customer relevant offerings.
Manufacturing and Quality
Having covered 5S and Safety journey over last few years, your Company has now embarked upon TPM pillars like JH - Jishu Hozen (Autonomous
maintenance). As a socially responsible Corporate, your Company has adopted green fuel technology and switched over to PNG for all boilers used across manufacturing locations. Your Company has taken various steps for energy conservation and cost rationalization replacing conventional motors, installing VFD''s etc.
In its journey towards continuous improvement in customer satisfaction, your Company has maintained following certifications :
ISO 9001:2015 (Quality Management System)
ISO 14002:2015 (Environmental Management System)
ISO 45001:2018 (Occupational Health and Safety Management System)
Information Technology
During the year your Company has upgraded adequate systems for seamless transition into remote working if the need may arise for hybrid working. Your Company improved upon its IT security posture by maintaining ISO 27001:2013 certification and implemented robust security solution like DLP (Data Leak Protection), and CASB (Cloud Access Security Broker) to provide data protection and secure IT environment.
As a part of customer relationship management (CRM) initiatives, your Company has initiated Distribution Management Solution (DMS), digitizing channel management processes for better efficiencies. Your Company strengthened the supplier-Relaxo bonding with the implementation of SAP-ARIBA sourcing. A digitized contract repository system was implemented during the year.
Human Resource
During the year, your Company initiated succession planning & risk mitigation programme for critical senior leadership positions and undertook strategic initiatives for structured job evaluation, career development for high potential managers and creation of a talent pool.
As a part of employee welfare, your Company supported employee families adversely affected by Covid, not only providing them medical support but financial aid during 2nd wave of Covid-19.
Continuing with retaining and attracting talent pool your Company launched 3rd phase of RFL ESOP Plan 2014 covering 111 employees under the scheme.
4. Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of the Listing Regulations,
a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of this Annual Report.
The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.
In line with the Dividend Distribution Policy of the Company, the Board of your Company in its meeting held on May 11, 2022 has recommended a final dividend @ 250% equivalent to H2.50 (Rupees Two and Fifty Paisa Only) per equity share of HI/- (Rupee One Only) each for the Financial Year 202122 payable to those members whose name appear in the Register of members / list of beneficiaries as on August 18, 2022 i.e. the cut-off date. The total final dividend payout will amount to H62.23 Crore (Rupees Sixty Two Crore Twenty Three Lacs Only). The payment of final dividend is subject to the approval of members in the Company''s ensuing Annual General Meeting (âAGMâ).
The Register of Members and Share Transfer Books will remain closed from August 19, 2022 (Friday) to August 24, 2022 (Wednesday) (both days inclusive) for the purpose of payment of final dividend for the Financial Year 2021-22, if declared at the ensuing AGM.
Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereto.
6. Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 1000 listed companies are required to formulate a Dividend Distribution Policy. Accordingly, your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at the link https://www.relaxofootwear. com/media/file/pdf/download file/dividend-distribution-policv-1607581017.pdf.
We have transferred H150.00 Crore (Rupees One Hundred
and Fifty Crore Only) to the general reserve from net profits. An amount of H66.43 Crore (Rupees Sixty Six Crore and Forty Three Lacs Only) is proposed to be retained in the Statement of Profit & Loss of the Company.
8. Public Deposits
Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.
9. Compliance with Secretarial Standards
During the year under review, the Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ), i.e. Secretarial Standard-1 (âSS-1â) and Secretarial Standard-2 (âSS-2â), relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly complied by the Company.
10. Subsidiary/ Joint Venture/ Associate Company
Your Company does not have any subsidiary, joint venture or associate company, during the Financial Year under review.
11. Changes in Nature of Business
There was no change in the nature of business of the Company during the Financial Year under review.
12. Share Capital
Authorised Share Capital:
The Authorized share capital of your Company as on March 31, 2022 stood at H51,00,00,000 (Rupees Fifty One Crores Only) divided into 51,00,00,000 (Fifty One Crores) Equity Shares of H1/- (Rupee One Only) each.
Issued, Subscribed and Paid-up Share Capital:
During the Financial Year 2021-22, the Board of Directors at its meeting held on November 01, 2021, issued and allotted 4,83,945 (Four Lac Eighty three Thousand Nine Hundred and Forty Five) equity shares of H1/- (Rupee One Only) each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN-2014).
As on March 31, 2022, the issued, subscribed and paid-up share capital of the Company was H24,89,26,046/- (Rupees Twenty Four Crores Eighty Nine Lacs Twenty six Thousand and Forty six Only) divided into 24,89,26,046 (Twenty Four Crores Eighty Nine Lacs Twenty six Thousand and Forty six) equity shares of H1/- (Rupee One Only) each.
13. Disclosure Relating to Remuneration of Directors and Key Managerial Personnel (KMP)
Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees. No change has been made in the Nomination and Remuneration Policy during the Financial Year under review. The detailed Nomination and Remuneration Policy is available on the website of the Company at the link https://www.relaxofootwear. com/media/file/pdf/download file/nomination--and--remuneration--policv-1607581216.pdf.
14. Particulars of Employees
The information and disclosure required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors and Employees of your Company is set out in Annexure - A to this report.
15. Directors and Key Managerial Personnel
Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Nikhil Dua, Whole Time Director (DIN: 00157919) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board has recommended his re-appointment to shareholders.
A brief resume of the Director proposed to be re-appointed, his expertise in specific functional areas, names of companies in which he holds directorships, Committee membership/s / Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by ICSI and Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
The members in the 37th AGM held on August 26, 2021
through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") have approved the re-appointment of Mr. Deval Ganguly (DIN: 00152585) as a Whole-Time Director of the Company for a period of three (3) years w.e.f. November 5, 2021.
As on March 31, 2022, Mr. Ramesh Kumar Dua (DIN-00157872), Managing Director, Mr. Mukand Lal Dua (DIN-00157898), Whole-Time Director, Mr. Nikhil Dua (DIN-00157919), Whole-Time Director, Mr. Deval Ganguly (DIN-00152585) Whole-Time Director, Mr. Sushil Batra, Chief Financial Officer (CFO) and Mr. Vikas Kumar Tak, Company Secretary, are the Key Managerial Personnel (KMP) of your Company.
Additionally, Mr. Pankaj Shrimali (DIN: 00013142), being Non-executive Independent Director of the Company was designated as Chairperson of the Company with effect from April 1, 2022, in compliance with Part ''E'' of Schedule II of the Listing Regulations.
16. Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs (âIICAâ) at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. Accordingly, all the Independent Directors of the Company during FY 2021-22 had registered their names on data bank of IICA.
17. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year
With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/ re-appointed during the Financial Year 2021- 22, the Board of Directors has taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the
Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency selfassessment test conducted by the Institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors has taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test.
None of the Directors other than Mr. Ramesh Kumar Dua, Managing Director, Mr. Mukand Lal Dua and Mr. Nikhil Dua Whole time Directors of the Company are related inter-se, in terms of Section 2(77) of the Act including Rules framed there under.
In terms of the provisions of section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework recommended by the renowned consultants containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2021-22.
During the reporting year, customized questionnaires were circulated to all the Board members in order to enhance the effectiveness of the Evaluation Process. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.
The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.
The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Company did not have a regular Chairman during the year, however, the Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.
The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being
evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
The Board of Directors expressed their satisfaction with the evaluation process.
In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format of the letter of appointment / re-appointment is available on our website at the link https://www.relaxofootwear.com/terms-conditions-of-independent-director.
Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company''s business model and relevant changes in the law governing the Company''s business. The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the Company website at the link https://www. relaxofootwear.com/other-disclosures.
20. Number of Meetings of the Board
During the Financial Year 2021-22, the Board of Directors met four (4) times on May 20, 2021, July 31, 2021, November 1, 2021 and, January 29, 2022, the details of which are provided in the Report on Corporate Governance, which forms part of the Annual Report. The intervening period between any two consecutive Board meetings was within the maximum time gap prescribed under the Act, Regulation 17 of the Listing Regulations and SS-1 issued by ICSI.
During the Financial Year 2021-2022, the Board had five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Risk Management Committee and the Corporate Social Responsibility Committee.
All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee m eeti ngs h eld duri ng th e Fi nan ci al Year 2021-22 an d attendance of the Directors at each meeting is provided in
the report on Corporate Governance, which forms part of the Annual Report.
22. Directorâs Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Under Section 139 of the Companies Act, 2013, and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. M/s B R Maheswari & Co. LLP, Chartered Accountants (ICAI Firm Registration No. -001035N/N500050), shall be completing their tenure as the Company''s Statutory Auditors and shall hold office till the conclusion of ensuing 38th AGM of the Company.
On the recommendation of the Audit Committee, the Board, in its meeting held on May 11, 2022, subject to the approval of the shareholders, has recommended the appointment of M/s Gupta & Dua, Chartered Accountants, (ICAI firm registration number 003849N) as the Statutory Auditors of the Company. M/s Gupta & Dua, Chartered Accountants will hold office for a term of five consecutive years i.e. from the conclusion of ensuing 38th AGM till the conclusion of 43rd AGM. Accordingly, the appointment of M/s Gupta &
Dua, Chartered Accountants as the Company''s Statutory Auditors, is placed for approval of the members.
The Company has received a certificate from M/s Gupta & Dua, Chartered Accountants to the effect that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. The first year of audit will be of the financial statements for the year ending March 31, 2023, which will include the audit of the quarterly financial statements for the year.
The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. The Auditor''s Report for the Financial Year ended March 31, 2022 does not contain any qualification, reservation or adverse remarks. The observation of the Statutory Auditors on the financial statements have been suitably explained in the Notes to Accounts and do not require any further clarification.
25. Details in respect of frauds reported by auditors under section 143(12) other than those which are reportable to the Central Government
During the Financial Year under review, no fraud is reported by the Auditors of the Company under Section 143(12) of the Act.
26. Maintenance of Cost Records and Cost Audit
The Company does not fall under the category prescribed under sub-section (1) of Section 148 of the Act and Rules 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) to whom the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.
Pursuant to the provisions of Section 138 of the Act, the Company has appointed Deloitte Touche Tohmatsu India LLP, as the Internal Auditor of the Company for Financial Year 2022-23 in co-sourcing model along with in-house Internal Auditor.
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had appointed M/s Chandrasekaran Associates to conduct the Secretarial Audit of the Company for the Financial Year 2021-22 as recommended by Audit committee. M/s Chandrasekaran Associates have also confirmed that they are eligible for the said appointment. The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws. The Secretarial Audit Report for the Financial Year ended March 31, 2022 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report for the Financial Year 2021-22 is annexed as Annexure-B which forms part of this report.
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2022 will be available on the website of the Company at the link https://www.relaxofootwear.com/annual-return.
30. Contracts and Arrangements with Related Parties
During the Financial Year 2021-22, the Company has entered into various transactions with related parties. All the Contracts / arrangements / transactions entered into by the Company with its related parties during the Financial Year under review were in the ordinary course of the business, on the arm''s length basis and were undertaken in compliance with the applicable provisions of the Act and the Listing Regulations.
During the Financial Year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions that would have required Shareholders'' approval under Regulation 23 of the Listing Regulations.
The updated Policy on materiality of Related Party Transactions is available on the website of the Company at the link - https://www.relaxofootwear.com/media/file/ pdf/download file/policv-on-materialitv-of-related-partv-transactions-1646633287.pd . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
The particulars of the material related party transactions are provided in Form AOC-2 as Annexure-C which forms part of this Report. Further, disclosures as per Ind-AS 24 have been made in note 39 of the financial statements for the year ended March 31, 2022.
31. Details of Loans, Guarantees & Investments
The details of loans, guarantees and investments under Section 186 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) are as follows:-
a) Details of investments made by the Company as on March 31, 2022 (including investments made in previous years)
(i) Investment in equity shares : C0.20 Crore
(ii) Investment in debt instruments : C24.78 Crore
b) Details of loans given by the Company : Nil
c) There are no guarantees issued by your Company in accordance with Section 186 of the Act read with the Rules issued thereunder.
The details of Investments made under Section 186 of the Act are also provided in the note 4 forming part of the financial statements of Financial Year 2021-22.
Risk management is integral to your Company''s strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board''s agenda.
Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The Board advised by the Risk Management Committee, where ever appropriate, regularly reviews the significant risks and decisions that could have a material impact on the company. These reviews consider the level of risk that the company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.
As per SEBI (LODR) (Second Amendment) Regulations, 2021, the Risk Management Committee shall meet at least twice in a year. The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
33. Corporate Social Responsibility (CSR) and its Committee
Your Company has firm belief and commitment towards the collective development of all the stakeholders especially people at bottom of the pyramid and consider it as a prerequisite for the sustainability of the business. Thus, CSR is not just compliance for the Company but is an opportunity to contribute towards nation building through well-defined professional approach.
In compliance with the provisions prescribed under Section 135 of the Act, your Company had constituted a CSR Committee of the Board. The Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others. The Policy is available on the website of the Company at the link https://www. relaxofootwear.com/media/file/pdf/download file/ corporate-social-responsibility-policy-1628254446.pd .
During the Financial Year 2021-22, the Company decided to expand âParivartan Model School Programâ as its CSR project for the Financial Year 2021-22, adopting 32 additional schools in the Khanpur and Laksar Block of Haridwar District, Uttrakhand. During the year, the Company has continued its work on the long term project undertaken in FY 202021, the details of activities are given in Annexure-D to this report.
The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and explained in detail in Annexure-D to this report.
The details pertaining to the composition, meetings and terms of reference of the CSR Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
As per requirement under Section 135 of the Act read with relevant Rules made thereunder, the composition of the CSR Committee, and CSR Policy and Projects approved by the Board are available on the website of the Company at https://www.relaxofootwear.com/investor-relations.
34. Composition of Audit Committee
In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Board of Directors of the Company had constituted the Audit Committee. The details pertaining to the composition, meetings and terms of reference of the Committee are included in the Report on Corporate Governance which forms part of the Annual Report.
Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for Directors and employees of the Company.
This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has not received any complaint during the year. Your Company hereby affirms that no person of the Company has been denied access to the Audit Committee.
The Policy is available on the website of the Company at the link https://www.relaxofootwear.com/media/file/pdf/ download file/vigil---mechanism---policv-1607580776.pdf.
36. Business Responsibility Report
SEBI vide its Notification no. SEBI/LAD-NRO/GN/2021/22 dated 5 May, 2021, has discontinued the requirement of submitting a business responsibility report after the Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the top 1000 listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format as specified by the SEBI.
Your Company has initiated the work on business responsibility and sustainability report by capturing the base year data and has employed reputed consultant for guidance on the subject. For the Financial Year 2021-22, your Company has continued with the mandatory business responsibility reporting which forms part of the Annual Report.
37. Policy on Prevention of Insider Trading
Your Company has adopted a Code for Prohibition of Insider Trading with a view to regulate trading in shares of the Company by Designated Persons (DP) and their immediate relatives. The said Code is available on the website of the Company at https://www.relaxofootwear.com/media/ file/pdf/download file/policy-for-prevention-of-insider-trading-1607581125.pdf.
The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information (âUPS I â). The Code includes the obligations and responsibilities of DPs, obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI.
38. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSHWWP Actâ)
At Relaxo, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
The Company is an equal employment opportunity employer and is committed to provide a safe and conducive work environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment.
The Company believes that all women employees of the Company have the right to be treated with dignity and as per the Company''s compliance framework. Harassment of any kind including sexual harassment is forbidden. The Company has âZero Tolerance'' approach towards any act of sexual harassment.
As required under the SHWWP Act, the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the Constitution of Internal Complaint Committee (âICCâ).
An ICC is available at each of the units and offices of the Company as per the requirements of the SHWWP Act. The ICC is responsible for redressal of complaints related to sexual harassment as well as to create a preventive environment across the organization. The Company also conducts sensitization/awareness sessions and quarterly meetings on a regular basis so as to create a free and fair working environment.
No complaint was received during Financial Year 202122. It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees especially women.
39. Significant and Material Litigations / Orders
During the Financial Year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
During the Financial Year 2021-22, ICRA has retained long term rating of the Company at [ICRA] AA (pronounced as ICRA Double A). The Outlook on the long-term rating has been revised to Positive from Stable.
Additionally, ICRA has also retained short term rating of the Company at [ICRA] A1 (pronounced as ICRA A one plus) which is the highest rating for the category.
41. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-E which forms part of this Report.
42. Employees Stock Option Plan
Presently, the Company has one Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â/ âESOP Planâ). This Plan helps to attract and retain talented employees in the Company and boost their morale. The Nomination and Remuneration Committee administers and monitors the Company''s ESOP Plan.
During the Financial Year 2021-22, 4,83,945 (Four Lac Eighty Three Thousand Nine Hundred and Forty Five) options were exercised by the employees of the Company. Accordingly, the Company has on November 01, 2021 made allotment of 4,83,945 (Four Lac Eighty Three Thousand Nine Hundred and Forty Five) equity shares against the options exercised by the employees. During the Financial Year under review, the Company has vested 4,62,340 (Four Lac Sixty Two Thousand Three Hundred and Forty) options to the employees and cancelled 26,200 (Twenty Six Thousand and Two Hundred) options due to resignation as per the Company''s ESOP Plan. During the year the Company rolled out third phase of RFL ESOP Plan 2014 and granted 358,000 options to 111 employees.
Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations) (replaced by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a disclosure with respect to ESOP Plan of the Company as on March 31, 2022, is available on the website of the Company at the link https://www.relaxofootwear.com/other-disclosures
A certificate from M/s Chandrasekaran Associates, Company Secretaries, Secretarial Auditor of the Company with respect to the implementation of the Company''s ESOP Plan would be made available to the members at the ensuing AGM. A copy of the same will also be available for inspection at the registered office of the Company during business hours.
During the year, RFL ESOP Plan 2014 was amended to the extent by relaxing certain norms for retiring employees, which is beneficial for the employees and is not detrimental to the interest of the employees. Further it is confirmed that ESOP scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021.
The details as per the requirements of ESOP Regulations are annexed as Annexure-F which forms part of this Report.
43. Material Changes and Commitments
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2022 of the Company and as on the date of this Report.
Sound internal control systems are a prerequisite for building and enhancing shareholder value in the long run. The Company has a sound system of internal controls commensurate with the size of the Company and the nature of its business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized and recorded correctly and adequately. The Company''s internal controls are supplemented by internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company has a strong Management Information System, which is an integral part of the control mechanism. The Company continues to strengthen its risk management and internal control capabilities by improving its policies and procedures and introducing advanced risk management tools.
The Managing Director and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company. The Audit Committee reviews the effectiveness of the Internal Financial Control framework in the Company.
45. Managing Director and CFO Certification
The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board. The same is annexed with Corporate Governance Report which forms part of this Annual Report.
Declaration by Managing Director under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company''s Code of Conduct is enclosed with this Annual Report.
46. Transfer of Unclaimed Shares / Dividend
As per the provisions of Regulation 39(4) read with Schedule VI of the Listing Regulations, the unclaimed
shares lying in the possession of the Company, are required to be dematerialized and transferred into a special demat account held by the Company.
Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in an âUnclaimed Suspense Account'' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.
The summary of âUnclaimed Suspense Account'' during the year is given hereunder:
|
S. No. |
Particulars |
No. of Shareholders |
No. of equity shares held |
|
1 |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on April 1, 2021 |
31 |
82,195 |
|
2 |
Number of shares transferred to suspense account during the year |
||
|
3 |
Number of shareholders who approached the company for shares and to whom shares were transferred from the suspense account during the year |
||
|
4. |
Transfer of shares to IEPF Account |
- |
- |
|
5. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on March 31, 2022 |
31 |
82,195 |
The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.
In compliance with the statutory provisions, during the Financial Year under review, the Company transferred unclaimed dividend amounting to H1,59,289 /- (Rupees One Lac Fifty Nine Thousand Two Hundred Eighty Nine Only) from the Final Dividend for the Financial Year 2013-14 to the Investor''s Education and Protection Fund (âIEPFâ). The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 26, 2021 (date of last AGM) on the website of the Company at the link https://www.relaxofootwear.com/unpaid-dividend-data.
Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, during the Financial Year 2021-22, the Company transferred 2,142 (Two Thousand One Hundred and Forty Two) equity shares to demat account with IEPF for which dividend was unpaid / unclaimed for seven consecutive years.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed form, IEPF-5, for claiming the unpaid dividend / shares from IEPF. The process and online application form (Form IEPF - 5) as prescribed by the Ministry for claiming back the shares/ dividends are available on the website of MCA at www.iepf.gov.in. Mr. Vikas Kumar Tak, Company Secretary & Compliance Officer acts as the Nodal Officer of the Company as per the provisions of IEPF. The contact details of Nodal Officer is available on the website of the Company at the link https://www.relaxofootwear.com/ investor-support.
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.
A certificate from M/s B R Maheswari & Co., LLP, Chartered Accountants (ICAI Firm Registration No. -001035N / N500050) Statutory Auditors of the Company, confirming the compliance of the Company with the conditions of
Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance as Annexure-G.
48. Details of Non-Compliance with regard to Capital Markets During the Last Three Years
There have been no instances of non-compliances by the Company with regard to Capital Markets during the last three years.
49. Other Disclosures
The Company affirms that the annual listing fees for the Financial Year 2022-23 to National Stock Exchange of India Ltd. and BSE Ltd. is duly paid.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or Financial Institution.
50. Acknowledgement
We take this opportunity to thank our employees for their dedicated service and contribution to the Company.
We would like to place on record sincere thanks and appreciation to all our clients, partners, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Delhi Managing Director Whole Time Director
May 11, 2022 DIN: 00157872 DIN: 00157898
Mar 31, 2021
The Board of Directors (âBoardâ) of your Company have pleasure in presenting 37th Annual Report on the Company''s business and operations together with the Audited Financial Statements for the Financial Year 2020-21.
Incorporated in 1984, Relaxo is the largest footwear manufacturer in India, serving the nation since four decades, and is today ranked among the top 500 Most Valuable Companies with its shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Relaxo is a Fortune 500 (India) company, synonymous with quality products at affordable prices, manufacturing slippers, sandals and sports & casual shoes at 8 State of the Art manufacturing facilities.
Your Company''s most popular brands - Relaxo, Sparx, Flite & Bahamas are a leader in their space.
Having a pan India distribution footprint, Relaxo also operates ~ 400 strong network of own retail outlets, with availability on all major e-commerce portals as well.
In compliance with the provisions of the Companies Act, 2013 ("Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has prepared its financial statements as per the Indian Accounting Standards (IND AS) for the Financial Year 2020-21. The financial highlights of the Company''s operations are as follows:
|
(C in Crore) |
||
|
Particulars |
2020-21 |
2019-20 |
|
Revenue from Operations |
2359.15 |
2410.48 |
|
EBITDA |
495.49 |
408.95 |
|
Other Income |
22.77 |
9.05 |
|
Less: Finance Costs |
17.08 |
16.87 |
|
Less: Depreciation and Amortisation Expense |
110.02 |
109.42 |
|
Profit before Tax |
391.16 |
291.71 |
|
Less: Tax Expense |
99.60 |
65.46 |
|
Profit after Tax |
291.56 |
226.25 |
|
Other Comprehensive Income |
1.45 |
(0.69) |
|
Balance brought forward from Previous year |
52.54 |
41.30 |
|
Amount available for Appropriation |
345.55 |
266.86 |
|
Appropriation: |
||
|
⢠Final & Interim Dividend |
- |
53.36 |
|
⢠Tax on Final & Interim Dividend |
- |
10.96 |
|
⢠Transfer to General Reserve |
300.00 |
150.00 |
|
Balance carried to Balance Sheet |
45.55 |
52.54 |
|
EPS-Basic (in C) |
11.74 |
9.12 |
|
EPS-Diluted (in C) |
11.72 |
9.10 |
a) Financial
The key highlights of the Company''s financial performance during the Financial Year 2020-21 are given below:
⢠Revenue from operations decreased by 2.13% to C 2359.15 Crore from C 2410.48 Crore in the last Financial Year.
⢠EBITDA increased by 21.16% to C 495.49 Crore from C 408.95 Crore in last Financial Year.
⢠Net profit increased by 28.87% to C 291.56 Crore from C 226.25 Crore in the last Financial Year.
⢠Net profit margins is 12.36 %.
⢠Total retail outlets increased from 390 to 398 during the Financial Year.
Right in the beginning of this financial year the unprecedented chain of events triggered by Covid-19 pandemic brought the world to a standstill and your Company was no exception.
However, your Company reacted swiftly and adapted its operations to the changed environment. The modified ways of working, gradual ease in restrictions and an already established position of strength helped your Company to tide over the larger crisis. As the economy started to gather itself, the demand for
basic footwear picked up and the long established, resilient infrastructure placed your Company in a position of advantage over its peers. All this while your Company was particularly sensitive to the safety of its workforce and customers and adopted the best practices in vogue.
With most of its manufacturing & business operations functional by May 2020, your Company realigned its strategies to counter Covid-19 impact, and consolidate its position of leadership.
b) Non-Financials
Despite the Covid-19 pandemic, Company has emerged stronger and resilient. Even though initially due to nationwide lockdown the manufacturing operations and administrative offices were closed in the month of April & most part of May 2020.
Sales & Marketing
With Covid-19 impacting the usual, your Company also re-aligned its marketing strategies to the new environment.
With an objective of staying salient in the minds of the consumer, the tone of communication was attuned to being helpful in everyday life, informative, positive & building trust.
Realizing that the nationwide lockdown had forced people to seek information & assurance primarily through digital & TV media, your Company increased frequency of brand activity on social media with relevant content assuring, informative & positive, rediscovering family relations, continuing fitness drive at home, breaking myths about Corona and, most importantly, talking of hope in the future.
Your Company also supported initiatives of public good by way of providing relief materials to State administration, hospitals and NGOs, which were subtly shared in public domain.
Your Company chose to be strategically present at topical moments during PMs/ FMs address to the nation in TV media while also engaging in constant communication with its business partners & employees.
As the nation entered unlock phase, your Company took to:
⢠Reassuring its consumers by communicating various preventive measures adopted for a safe shopping experience at Relaxo EBOs as well as safe manufacturing practices at units.
⢠Consistent advertising on TV news channels to catch the eyeballs
⢠Reorienting its product portfolio with a greater focus on open footwear to cater the newly emerged, large, work from home populace in wake of the pandemic.
⢠Realigning marketing spends towards
e-commerce channels and digital media for brand promotion campaigns.
⢠In market branding & merchandising activities for visibility.
In a strategic move to come closer to the new age consumer, your Company launched a new, consumer facing transactional website to directly service consumer needs.
As the markets opened up, your Company continued its media campaigns with top Bollywood celebrities, Salman Khan, Akshay Kumar and Ranveer Singh, to maintain leadership position for its brands Bahamas, Sparx and Flite.
All this while your Company continued its endeavour to integrate efforts across retail, wholesale, exports and online business verticals to reap synergies in marketing communications and brand building.
E-commerce
The onset of the pandemic has further fuelled e-commerce activities in the country.
Your Company, too, has increased range presence and refreshed its presentation for all brands on leading portals. With sustained investments on these platforms your Company is well positioned to drive growth in this channel.
Retail
Retail sector was most effected during lockdown due to Covid-19 pandemic and all operations were shut down in the month of April and most part of May 2020.
Your Company took this opportunity to renegotiate long term rentals with the landlords and adopt strategic preventive measures to assure a safe shopping experience for its customers, even as the EBOs slowly reopened with time restrictions and scant footfalls.
Proper staff training, adoption of Covid appropriate practices in store and use of digital payments helped regain customer confidence and store traffic.
Despite an inhibitive business environment during FY21, your Company''s retail network stands at 398 as on March 2021.
Exports
During the Covid-19 pandemic, your Company was in constant communication with overseas channel partners which, besides fostering a sense of kinship, helped tap available opportunities into sales.
In view of the changed economic environment, your Company has realigned its export product portfolio, implemented strategic credit control measures and has created continuous learning platforms for the sales team besides setting up a new warehousing facility for greater operational efficiencies.
Procurement
While Covid-19 disrupted the supply chain due to
acute manpower shortage, congestion at ports and delays at customs, your Company mitigated its effect with strategic initiatives in planning, scheduling and ordering, using this as an opportunity for cost reduction by re-negotiating payment terms and striking advance bulk deals of materials.
Product Development
New product development and innovation is a key determinant of success in footwear industry and last year threw up novel challenges in this endeavor. However, banking on long standing experience in market sensing and research locally through channel partners as well as access to international design studios, your Company successfully managed to realign its product portfolio to serve consumer demand in the changed business environment.
Manufacturing and Quality
In its relentless quest for quality, your Company has deployed a team of qualified process controllers to identify manufacturing defects, if any, right at the initial stage itself. Keeping pace with newer technologies on raw materials front, during the year, your Company has adopted latest pour molding technology for raw materials used in manufacture of EVA slippers and uppers.
As a socially responsible corporate citizen, your Company has adopted green fuel technologies by changing all agro / solid fuel based boilers to gas based- PNG & LPG- for a cleaner environment.
As a result of the pandemic, all industries were faced with the challenge of reverse migration of workforce during the year. Your Company swiftly reacted by providing safe transport to bring them back from far off villages of Bihar, Jharkhand and eastern U.P. at the first available opportunity and restart production.
Relaxo has been successfully certified for Quality Management System (ISO 9001:2015), Environmental Management System (ISO 14001:2015), Occupational Health & Safety Management System (ISO 45001:2018) and Information Security Management System (ISO 27001:2013) by the British Standards Institute, a certification body of global repute.
Information Technology
Early during the year the national lockdown put a forced stop to all business operations across industries. However, your Company quickly ramped up necessary infrastructure, provided access & training and graduated all employees to remote working in record time, using various tool kits for secure remote collaboration and contactless document approvals.
Your Company retained ISO 27001:2013 certification confirming our commitment to IT security, confidentiality and data integrity. Your Company has implemented data leak prevention and web security solutions and is working on cyber security risk assessment to pre-empt risks arising from a remote working environment.
Human Resource
Switching completely online during the year, your Company conducted regular webinars and capability development programs for its employees as part of talent development initiatives. Your Company also conducted campus hiring to induct fresh minds from coveted business schools across the country under its âManagement Trainee & Graduate Engineer Trainee Program''.
Your Company took proactive steps to mitigate impact of the pandemic on its employees by issuing and implementing health advisories, office hygiene, inclusion of Covid-19 in health insurance policies, driving work from home initiatives and introduction of special Corona leaves, which helped maintain employee safety and business continuity.
4. Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of this Annual Report.
In line with the Dividend Distribution Policy of the Company, the Board of your Company in their meeting held on May 20, 2021 have recommended a final dividend @ 250% equivalent to C 2.50 (Rupees Two and Fifty Paisa Only) per equity share of C 1/- (Rupee One Only) each fully paid up for the Financial Year 2020-21 payable to those members whose name appear in the Register of members / list of beneficiaries as on August 19, 2021 i.e. the cut-off date. The total final dividend payout will amount to C 62.11 Crore (Rupees Sixty Two Crore Eleven Lacs Only). The payment of final dividend is subject to the approval of members in the Company''s ensuing Annual General Meeting (âAGMâ).
The Register of Members and Share Transfer Books will remain closed from August 20, 2021 (Friday) to August 25, 2021 (Wednesday) (both days inclusive) for the purpose of payment of final dividend for the Financial Year 2020-21, if declared at the ensuing Annual General Meeting (âAGMâ).
6. Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 1000 listed companies are required to formulate a
Dividend Distribution Policy. Accordingly, your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at the link https://www.relaxofootwear. com/media/file/pdf/download file/dividend-distribution-policv-1607581017.pdf.
We propose to transfer C 300.00 Crore (Rupees Three Hundred Crore Only) to the general reserve from net profits and C 0.01 Crore (Rupees One Lac Only) from share based payment reserve pertaining to cancellation of vested options. An amount of C 45.55 Crore (Rupees Forty Five Crore Fifty Five Lacs Only) is proposed to be retained in the Statement of Profit & Loss of the Company.
Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.
9. Compliance with Secretarial Standards
During the year under review, the Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ), i.e. Secretarial Standard-1 (âSS-1â) and Secretarial Standard-2 (âSS-2â), relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly complied by the Company.
10. Subsidiary/ Joint Venture/ Associate Company
Your Company does not have any subsidiary, joint venture or associate company, during the Financial Year under review.
11. Changes in Nature of Business
There was no change in the nature of business of the Company during the Financial Year under review.
Authorised Share Capital:
The Authorized share capital of your Company as on March 31, 2021 stood at C 51,00,00,000 (Rupees Fifty One Crores Only) divided into 51,00,00,000 (Fifty One Crores) Equity Shares of C 1/- (Rupee One Only) each.
Issued, Subscribed and Paid-up Share Capital:
During the Financial Year 2020-21, the Board of Directors at
their meeting held on October 31, 2020, issued and allotted 1,95,555 (One Lac Ninety Five Thousand Six Hundred and Sixty Five) equity shares of C 1/- (Rupee One Only) each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN-2014).
As on March 31, 2021, the issued, subscribed and paid-up share capital of the Company was C 24,84,42,101/- (Rupees Twenty Four Crores Eighty Four Lacs Forty Two Thousand One Hundred and One Only) divided into 24,84,42,101 (Twenty Four Crores Eighty Four Lacs Forty Two Thousand One Hundred and One) equity shares of C 1/- (Rupee One Only) each.
13. Disclosure Relating to Remuneration of Directors and Key Managerial Personnel (KMP)
Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. The Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees. No change has been made in the Nomination and Remuneration Policy during the Financial Year under review. The detailed Nomination and Remuneration Policy is available on the website of the Company at the link https://www.relaxofootwear. com/media/file/pdf/download file/nomination--and--remuneration--policv-1607581216.pdf.
The information and disclosure required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors and Employees of your Company is set out in Annexure - A to this report.
15. Directors and Key Managerial Personnel
Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Ramesh Kumar Dua, Managing Director (DIN: 00157872) and Mr.
Mukand Lal Dua, Whole Time Director (DIN: 00157898) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Board has recommended their reappointment to shareholders.
The Board of Directors in its Meeting held on May 20, 2021, on the recommendation of Nomination and Remuneration Committee, approved the re-appointment of Mr. Deval Ganguly (DIN: 00152585) as a Whole-Time Director of the Company (liable to retire by rotation), for a period of three (3) years with effect from November 5, 2021, on such remuneration and terms and conditions as provided in the Notice convening the AGM. The Board has recommended his re-appointment to shareholders.
A brief resume of the Directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold Directorships, Committee membership/s / Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by ICSI and Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
The shareholders in the 36th AGM held on September 24, 2020 through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") have approved the re-appointment of Mr. Nikhil Dua (DIN: 00157919) as a Whole-Time Director of the Company for a period of three (3) years w.e.f. October 01, 2020.
As on March 31, 2021, Mr. Ramesh Kumar Dua (DIN -00157872), Managing Director, Mr. Mukand Lal Dua (DIN
- 00157898), Whole-Time Director, Mr. Nikhil Dua (DIN-00157919), Whole-Time Director, Mr. Deval Ganguly (DIN
- 00152585) Whole-Time Director, Mr. Sushil Batra, Chief Financial Officer (CFO) and Mr. Vikas Kumar Tak, Company Secretary, are the Key Managerial Personnel (KMP) of your Company.
16. Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs at Manesar, for inclusion/ renewal of name in the databank of Independent Directors.The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.
of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Company does not have a regular Chairman, however the Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.
The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
The Board of Directors expressed their satisfaction with the evaluation process.
19. Familiarization Programme
In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format of the letter of appointment / re-appointment is available on our website at the link https://www.relaxofootwear.com/terms-conditions-of-independent-director.
Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, operations, plants, retail, products, organization structure, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company''s business model and relevant changes in the law governing the Company''s business. The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the Company website at the link https://www. relaxofootwear.com/other-disclosures
20. Number of Meetings of the Board
During the Financial Year 2020-21, the Board of Directors met five (5) times on June 6, 2020, August 1, 2020, October 31,2020, January 30, 2021 and, March 26, 2021, the details of which are provided in the Report on Corporate Governance, which forms part of this Annual Report. The intervening period between any two consecutive Board meetings were within the maximum time gap prescribed under the Act, Regulation 17 of the Listing Regulations and SS-1 issued by ICSI.
21. Committees of the Board
During the Financial Year 2020-2021, the Board had five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Risk Management Committee and the Corporate Social Responsibility Committee.
17. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year
With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/ re-appointed during the Financial Year 2020- 21, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency selfassessment test conducted by the Institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test.
None of the Directors other than Mr. Ramesh Kumar Dua, Managing Director, Mr. Mukand Lal Dua and Mr. Nikhil Dua Whole time Directors of the Company are related inter-se, in terms of Section 2(77) of the Act including Rules framed there under.
18. Annual Evaluation
In terms of the provisions of the Act read with Rules issued thereunder and Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework recommended by the renowned consultants containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2020-21. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.
The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.
The Committees of the Board were assessed on the basis
All the recommendations made by the Committee of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during the Financial Year 2020-21 and attendance of the Directors at each meeting is provided in the report on Corporate Governance, which forms part of this Report. All the Audit Committee meetings except the meeting held on June 6, 2020, were held within the period of 120 days. The delay was due to nationwide lockdown because of Covid-19 pandemic. However, SEBI vide its notification no. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 relaxed the time frame for holding Audit Committee meetings beyond the period of 120 days.
22. Directorâs Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended) B R Maheswari & Co. LLP, Chartered Accountants (ICAI Firm Registration No. -001035N/ N500050) were appointed as the Statutory Auditors of the
Company for a period of five (5) years from the conclusion of 33rd AGM till the conclusion of 38th AGM of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, your Company has received a certificate from the Statutory Auditors confirming their eligibility to continue as the Auditors of the Company and also a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.
The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. The Auditor''s Report for the Financial Year ended March 31, 2021 does not contain any qualification, reservation or adverse remarks. The observation of the Statutory Auditors on the financial statements have been suitably explained in the Notes to Accounts and do not require any further clarification.
25. Details in respect of frauds reported by auditors under section 143(12) other than those which are reportable to the Central Government
During the Financial Year under review, no fraud is reported by the Auditors of the Company under Section 143(12) of the Act.
26. Maintenance of Cost Records and Cost Audit
The Company is not falling under the category prescribed under sub-section (1) of Section 148 of the Act and Rules 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) to whom the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.
Pursuant to the provisions of Section 138 of the Act, the Company has appointed Deloitte Touche Tohmatsu India LLP, as the Internal Auditor of the Company for Financial Year 2021-22 in co-sourcing model along with in-house Internal Auditor.
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had appointed M/s Vivek Arora, Practicing Company Secretaries (Membership No. A12222, C.P. No. 8255) to conduct the Secretarial Audit of the Company for the Financial Year 2020-21. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions
of applicable corporate laws. The Secretarial Audit Report for the Financial Year ended March 31,2021 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report for the Financial Year 2020-21 is annexed as Annexure-B which forms part of this report.
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2021 will be available on the website of the Company at the link https://www.relaxofootwear.com/annual-return
30. Contracts and Arrangements with Related Parties
During the Financial Year 2020-21, the Company has entered into various transactions with related parties. All the Contracts / arrangements / transactions entered into by the Company with its related parties during the Financial Year under review were in the ordinary course of the business, on the arm''s length basis and were undertaken in compliance with the applicable provisions of the Act and the Listing Regulations.
During the Financial Year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions that would have required Shareholders'' approval under Regulation 23 of the Listing Regulations.
The Policy on materiality of Related Party Transactions is available on the website of the Company at the link - https:// www.relaxofootwear.com/media/file/pdf/download file/ policv-on-materialitv-of-related-partv-transactions-1607581151. pdf.
The particulars of the material related party transactions are provided in Form AOC-2 as Annexure-C which forms part of this Report. Further, the name of related parties and details of transactions with them have been included in note 39 of the financial statements for the year ended March 31, 2021.
31. Details of Loans, Guarantees & Investments
The details of loans, guarantees and investments under Section 186 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) are as follows:-
a) Details of investments made by the Company as on March 31, 2021 (including investments made in previous years)
(i) Investment in equity shares : C 20.00 Lacs
(ii) Investment in debt instruments : Nil
b) Details of loans given by the Company : Nil
c) There are no guarantees issued by your Company in accordance with Section 186 of the Act read with the Rules issued thereunder.
The details of Investments made under Section 186 of the Act are also provided in the note 4 forming part of the financial statements of Financial Year 2020-21.
Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk management. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan.
Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the operations or existence of the Company. The Committee is empowered, to review and recommend to the Board the modifications to the Risk Management Policy.
The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are included in the Report on Corporate Governance which forms part of this Annual Report.
33. Corporate Social Responsibility (CSR) and its Committee
Your Company has firm belief and commitment towards the collective development of all the stakeholders especially people at bottom of the pyramid and consider it as prerequisite for the sustainability of the business. Thus, CSR is not just compliance for the Company but is an opportunity to contribute towards nation building through well-defined professional approach.
In compliance with the provisions prescribed under Section 135 of the Act, your Company constituted a CSR Committee. The Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others. The Policy is available on the website of the Company at the link https://www.relaxofootwear.com/media/file/ pdf/download file/corporate--social--responsibility--policy-1607581240.pdf.
Your Company has taken note of the recent amendments brought in the CSR provisions under the Act and has taken necessary steps to identify the impact of the amendments on the Company and work out action plans to ensure compliance during the Financial Year under review.
Your Company has decided to work under two thrust areas, âEducation & Skill development'' and âHealth & Hygiene, primarily with the underprivileged communities living in the vicinity of Relaxo manufacturing unit locations. However, being one of the most popular household brands âRelaxo'' has presence across India, therefore, your Company intends to work beyond these geographical boundaries.
During the Financial Year 2020-21, the Company has undertaken a long term project Parivartan phase II in Uttarakhand, adopting 32 schools in the Khanpur Block of Haridwar district, Uttarakhand. During the year, your Company has also continued its commitment towards the projects like Parivartan phase I, Nayan project, Smile on wheels etc. through its implementing agency âRelaxo Foundationâ explained in detail in Annexure-D.
The details pertaining to the composition, meetings and terms of reference of the CSR Committee are included in the Report on Corporate Governance which forms part of this Annual Report.
Key initiatives under each thematic area and the report on CSR under section 135 of the Act is annexed as Annexure-D to this Report. As per requirement under the Act read with relevant Rules made thereunder, the composition of the CSR Committee, and CSR Policy and Projects approved by the Board are available on the website of the Company at https://www.relaxofootwear.com/investor-relations.
34. Composition of Audit Committee
In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Board of Directors of the Company had constituted the Audit Committee. The details pertaining to the composition, meetings and terms of reference of the Committee are included in the Report on Corporate Governance which forms part of this Annual Report.
Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for Directors and the employees of the Company.
This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behavior, actual or suspected fraud or violation of
the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. At the beginning of the year one complaint was pending which was duly resolved during the year, the Company has not received any complaint during the year. Your Company hereby affirms that no person of the Company has been denied access to the Audit Committee.
The Policy is available on the website of the Company at the link https://www.relaxofootwear.com/media/flle/pdf/ download flle/vigil---mechanism---policv-1607580776.pdf.
36. Business Responsibility Report
As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company for environmental, social and governance perspective, forms part of this Annual Report.
37. Policy on Prevention of Insider Trading
Your Company has adopted a Code for Prohibition of Insider Trading with a view to regulate trading in shares of the Company by Designated Persons and their immediate relatives. The said Code is available on the website of the Company at https://www.relaxofootwear.com/media/ file/pdf/download file/policy-for-prevention-of-insider-trading-1607581125.pdf The Code prescribes rules for dealing in UPSI of the Company and dealing in shares of the Company.
38. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSHWWP Actâ)
At Relaxo, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
The Company is an equal employment opportunity employer and is committed to provide a safe and conducive work environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment.
The Company believes that all women employees of the Company have the right to be treated with dignity and as per the Company''s compliance framework. Harassment
of any kind including sexual harassment is forbidden. The Company has âZero Tolerance'' approach towards any act of sexual harassment.
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the Constitution of Internal Complaint Committee (âICCâ).
An Internal Complaint Committee ("ICC") is available at each of the units and offices of the Company as per the requirements of the law. The ICC is responsible for redressal of complaints related to sexual harassment as well as to create a preventive environment across the organization. The Company also conducts sensitization/awareness sessions and quarterly meetings on a regular basis so as to create a free and fair working environment.
No complaint was received during Financial Year 202021. It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees especially women.
39. Significant and Material Litigations / Orders
During the Financial Year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
During the Financial Year 2020-21, ICRA has reaffirmed long term rating of the Company at [ICRA] AA (pronounced as ICRA Double A) with Stable outlook.
Additionally, ICRA has reaffirmed short term rating of the Company at [ICRA] A1 (pronounced as ICRA A one plus) which is the highest rating for the category. Your Company has observed that there will not be any requirement for Commercial Paper in near future therefore your Company has requested ICRA to discontinue the rating for Commercial Paper. ICRA has on the request of Company withdrawn the rating assigned to Commercial Paper vide its letter dated August 25, 2020 and has also taken a note that there is no amount outstanding against the Commercial Paper as on date.
41. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-E which forms part of this Report.
12. Employees Stock Option Plan
Presently, the Company has one Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â/ âESOP Planâ). This Plan helps to attract and retain talented employees in the Company and boost their morale. The Nomination and Remuneration Committee administers and monitors the Company''s ESOP Plan.
During the Financial Year 2020-21, 1,95,665 (One Lac Ninety Five Thousand Six Hundred and Sixty Five) options were exercised by the employees of the Company. Accordingly, the Company has on October 31, 2020 made allotment of 1,95,665 equity shares against the options exercised by the employees. During the Financial Year under review, the Company has vested 2,00,740 (Two Lacs Seven Hundred and Forty) options to the employees and cancelled 57590 (Fifty Seven Thousand Five Hundred and Ninety) options due to resignation or nonperformance as per the Company''s ESOP Plan.
Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on March 31, 2021, is available on the website of the Company at the link https://www.relaxofootwear.com/ other-disclosures.
A certificate from M/s B R Maheswari & Co., LLP, Chartered Accountants, Statutory Auditors of the Company with respect to the implementation of the Company''s ESOP Plan would be made available to the members at the ensuing AGM. A copy of the same will also be available for inspection at the registered office of the Company during business hours.
The details as per the requirements of ESOP Regulations are annexed as Annexure-F which forms part of this Report.
3. Material Changes and Commitments
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2021 of the Company and as on the date of this Report.
4. Internal Financial Controls
Section 134(5)(e) of the Act explains Internal Financial Controls as the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. It requires Directors Responsibility Statement to state that the Directors had laid down Internal Financial Controls and the same were adequate and operating effectively.
Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. The Company has in place well defined and adequate Internal Financial Control framework which is independently evaluated by external agency apart from periodic evaluation by in-house Internal Audit function for necessary improvement, wherever required. Based on the results of such assessments, no reportable material weakness or significant deficiencies in the design or operation of Internal Financial Controls was observed.
The Managing Director and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company. The Audit Committee reviews the effectiveness of the Internal Financial Control framework in the Company.
45. Managing Director and CFO Certification
The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board. The same is annexed with Corporate Governance Report which forms part of this Annual Report.
Declaration by Managing Director under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company''s Code of Conduct is enclosed with this Annual Report.
46. Transfer of Unclaimed Shares / Dividend
As per the provisions of Regulation 39(4) read with Schedule VI of the Listing Regulations, the unclaimed shares lying in the possession of the Company, are required to be dematerialized and transferred into a special demat account held by the Company.
Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in an âUnclaimed Suspense Account'' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.
The summary of âUnclaimed Suspense Account'' during the
\/onr ic rm/ori homimrlor-
|
S. No. |
Particulars |
No. of Shareholders |
No. of equity shares held |
|
1 |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on April 1, 2020 |
26 |
64,125 |
|
S. No. |
Particulars |
No. of Shareholders |
No. of equity shares held |
|
2 |
Number of shares transferred to suspense account during the year* |
14 |
18,070 |
|
3 |
Number of shareholders who approached the company for shares and to whom shares were transferred from the suspense account during the year |
||
|
4. |
Transfer of shares to IEPF Account |
- |
- |
|
5. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on March 31, 2021 |
31 |
82,195 |
* Unclaimed physical share certificates returned to the Company or Registrar were transferred to the unclaimed suspense account during the year. Some shareholders already included in opening balance.
The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.
In compliance with the statutory provisions, during the Financial Year under review, the Company transferred unclaimed dividend amounting to C 1,35,062/- (Rupees One Lac Thirty Five Thousand and Sixty Two Only) from the Final Dividend for the Financial Year 2012-13 to the Investor''s Education and Protection Fund (âIEPFâ). The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 24, 2020 (date of last AGM) on the website of the Company at the link https://www.relaxofootwear.com/unpaid-dividend-data.
Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, during the Financial Year 2020-21, the Company transferred 6,726 (Six Thousand Seven Hundred and Twenty Six) equity shares to demat account with IEPF for which dividend was unpaid / unclaimed for seven consecutive years.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed form, IEPF-5, for claiming the unpaid dividend /
shares from IEPF. The process and online application form (Form IEPF - 5) as prescribed by the Ministry for claiming back the shares/ dividends are available on the website of MCA at www.iepf.gov.in. Mr. Vikas Kumar Tak, Company Secretary & Compliance Officer acts as the Nodal Officer of the Company as per the provisions of IEPF. The contact details of Nodal Officer is available on the website of the Company at the link www.relaxofootwear.com/Investor-Support.
47. Corporate Governance
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Annual Report.
A certificate from M/s B R Maheswari & Co., LLP, Chartered Accountants (ICAI Firm Registration No. -001035N / N500050) Statutory Auditors of the Company, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance as Annexure-G.
48. Details of Non-Compliance with regard to Capital Markets During the Last Three Years
There have been no instances of non-compliances by the Company with regard to Capital Markets during the last three years.
The Company affirms that the annual listing fees for the Financial Year 2021-22 to National Stock Exchange of India Ltd. and BSE Ltd. is duly paid.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank or Financial Institution.
We take this opportunity to thank the employees for their dedicated service and contribution to the Company.
We would like to place on record sincere thanks and appreciation to all our clients, partners, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Delhi Managing Director Whole Time Director
May 20, 2021 DIN: 00157872 DIN: 00157898
Mar 31, 2019
Directors 'Report
Dear Members,
The Board of Directors of your Company have pleasure in presenting 35th Annual Report on the Company's business and operations together with the audited financial statements for the Financial Year 2018-19.
1. Company Overview
The Company is a Public Limited Company incorporated in India and its shares are listed at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).The Company has 9 'state of art' manufacturing facilities at Bahadurgarh, Bhiwadi & Haridwar.
Relaxo Footwears Limited is the largest footwear manufacturing company in India. Products include rubber/EVA slippers, canvas shoes, sport shoes, sandals, school shoes and other types of footwear. It has a portfolio of 10 brands including major brands like Relaxo, Sparx, Flite and Bahamas. The
2. Financial Results
Company sells its products through retailers served through distributors, retail outlets, exports and e-commerce/modern trade. It has 9 state of the art manufacturing facilities, six in Bahadurgarh (Haryana), two in Bhiwadi (Rajasthan) and one in Haridwar (Uttarakhand). The company's business process is managed through SAP & SAP HANA.
During the year the Company commenced commercial production at its new plant at Bhiwadi for manufacturing flip flops (Hawaii range of footwear).
The Company received order from NCLT Delhi for merger of Relaxo Rubber Private Limited and Marvel Polymers Private Limited (Transferor Companies) with your Company and subseguently allotted 36,18,453 fully paid up equity shares of Rs. 1/- each to the shareholders of transferor Companies during the year.
In compliance with the provisions of the Companies Act, 2013 ('Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (listing Regulation'), the Company has prepared its financial statements as per the Indian Accounting Standards (IND AS) for the Financial Year 2018-19. The financial highlights of the Company's operations are as follows:
|
 |
 |
Rs. in Crore |
|
Particular |
2018-19 |
2017-18 |
|
Revenue from Operations |
2292.08 |
1948.57 |
|
EBITDA |
324.31 |
302.09 |
|
Other Income |
12.98 |
4.46 |
|
Less : Finance Costs |
6.90 |
8.59 |
|
Less : Depreciation and Amortisation Expense |
62.41 |
54.34 |
|
Profit before Tax |
267.98 |
243.62 |
|
Less :Tax Expense |
92.54 |
82.55 |
|
Profit after Tax |
175.44 |
161.07 |
|
Other Comprehensive Income |
0.06 |
(0.40) |
|
Balance brought forward from Previous year |
34.02 |
12.81 |
|
Retained earnings under Scheme of Amalgamation |
3.54 |
- |
|
Amount available for Appropriation |
213.06 |
173.48 |
|
Appropriation : |
 |
 |
|
⢠Final Dividend* |
18.05 |
12.01 |
|
⢠Tax on Final Dividend* |
3.71 |
2.45 |
|
⢠Transfer to General Reserve |
150.00 |
125.00 |
|
Balance carried to Balance Sheet |
41.30 |
34.02 |
|
EPS-Basic (in Rs.) |
14.15 |
13.40 |
|
EPS-Diluted (in Rs.) |
14.13 |
13.38 |
|
*Dividend Distributed during the year. |
 |
 |
3. Business Performance
a) Financial
The key highlights of the Company's financial performance during the Financial Year 2018-19 are given below:
⢠Revenue from operations increased by 17.63% to Rs. 2292.08 Crore from Rs. 1948.57 Crore in the last financial year.
⢠EBITDA increased by 7.36% to Rs. 324.31 Crore from Rs. 302.09 Crore in last financial year.
⢠Net profit increased by 8.92% to Rs. 175.44 Crore from Rs. 161.07 Crore in the last financial year.
⢠Net profit margins is 7.65 %.
⢠Total retail outlets increased from 302 to 343 during the financial year.
Your Company has shown growth on the key financial metrics for the year, despite the market scenario being uncertain and increasing competition in the year. Management believes that your Company will continue its journey of profitable growth driven by the strong fundamentals of operating model, continued focus on long term business plan and an overwhelming desire to serve customers.
Revenue Rs 2292.08 Cr. Growth 17.63%
⢠Sharp focus on consumer needs and quality.
⢠Getting capable channel partners with volume growth in specific segments.
⢠Increased presence in new/emerging channels (modern trade, e-commerce).
⢠Aggressive expansion in new/ under penetrated geographies.
⢠Continued expansion of retail footprint through franchise and Company owned stores.
EBITDA Rs 324.31 Cr. Growth 7.36% Margin 14.15%
PAT Rs 175.44 Cr. Growth 8.92% Margin 7.65%
⢠Robust cost control initiatives
⢠Manufacturing excellence and quality improvement
⢠Volume led growth
⢠Regular disposal of aged inventory
⢠Control over administrative and operative expenses
b) Non-Financials
Product Development
Innovation has been the cornerstone of Relaxo's success and sustenance, its continued focus on structured market research and on-ground market sensing activities have enabled it to develop products that match customer tastes and preference. Fiscal 2018-19 was a great year as its new products in the shoe category gained healthy customer acceptance.
Procurement
With increase in its manufacturing capacities the Company has expanded its vendor base to secure efficiencies in supply chain management. Continued emphasis on developing alternative materials for certain key inputs and process automation has helped to enhance efficiencies in the entire procurement process.
Manufacturing
The Company continued to harness its past initiatives as MOST (Maynard Operation Sequence Technique), lean manufacturing and yield improvement along with positive financial advantage and people engagement.
During the year your Company has accorded special emphasis on occupational safety initiatives for its workforce and assets.
As a good corporate responsibility on environmental front your Company has switched over to green fuel in major manufacturing facilities.
Sales and Marketing
With a sharp eye on the consumer your Company continued to strengthen its distribution network particularly in underrepresented markets. The field force was equipped with a mobile based solution for prompt on ground Information enabling strategic decision making.
A bar coding mechanism was adopted for better inventory management facilitating and audit trail for better customer service. Warehouse consolidation and use of CNG-fuelled vehicles helped to reduce overall logistic costs while complying with Company's environmental objectives.
During the year, Company focused on digital and on ground marketing initiatives while continuing its conventional branding activities.
E-commerce
Increasing availability and affordability, the government's impetus on Digital India, and the declining rates of mobile services have transformed smart phones from a luxury to a necessity for the average Indian. Moreover, the convenience provided by e-commerce in an era when every individual is racing against time, has multiplied its acceptance pan India. In keeping with this reality, the Company strengthened its presence on major e-commerce portals and launched significant branding initiatives for drawing traffic.
Export
During the year your Company re-strategized its export presence from an opportunistic geographic footprint to a more focused international presence with nation-specific product portfolio and dedicated on ground sales team.
Retail
Your Company continued to expand its retail chain through COCO (Company owned Company operated) stores. The asset-light, FOFO model (Franchisee owned Franchise operated) has given a positive response encouraging the Company to venture into newer territories.
Technology
Your Company continued to extend its technology frontiers by adopting cutting-edge IT solutions. It launched mobile-enabled solutions for the field force and transferred the operating platform for the Retail division to SAP HANA streamlining its business processes. It also aligned its operations to the ISO 27001 standards by securing this certification in the current year.
Human resource
During the year a structured training calendar was pursued for employees as well as contract workers. HR systems and processes were digitized to a large extent giving access to policies and processes at the click of a button.
In keeping with the Company's growth aspirations, a bench strength of front end sales force is being maintained. Further, increased interaction with business schools and connect through social media platforms has supported the cause of employer branding.
4. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, a detailed Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.
5. Dividend
The Board of Directors in their meeting held on 10th May, 2019 have recommended a final dividend of Rs 1.80 per eguity share of Rs 1I/-each fully paid up (180%) for the Financial Year 2018-19 payable to those members whose name appear in the Register of members / list of beneficiaries as on 19th September, 2019 i.e. the cut-off date. The total final dividend payout will amount to Rs 22.33 Crore, excluding tax on dividend of Rs 4.59 Crore. The payment of final dividend is subject to the approval of members in the Company's ensuing Annual General Meeting (AGM).The dividend payout is in accordance with Company's dividend policy.
The Board of Directors have recommended the issue of bonus shares in the ratio of 1:1 for the approval of Members of the Company. If the bonus issue is approved by the members, dividend will be accordingly adjusted i.e. Rs 0.90 per eguity share of face value of Rs 1/ each fully paid up (90%).
The Register of Members and Share Transfer Books will remain closed from Friday, 20th September, 2019 to Wednesday, 25th September, 2019 (both days inclusive) for the purpose of payment of final dividend for the FY 2018-19, if declared at the ensuing Annual General Meeting (AGM).
6. Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company has adopted the dividend distribution policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The policy is enclosed as Annexure- A to the Board's Report and is also available on the Company's website at www.relaxofootwear.com/pdf/Dividend-Distribution-Policy.pdf.
7. Transfer to Reserves
We propose to transfer Rs 150.00 Crore to the general reserve from net profits and Rs 0.19 Crore from share based payment reserve pertaining to cancellation of vested options. An amount of Rs 41.30 Crore is proposed to be retained in profit & loss account.
8. Public Deposits
The Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act") read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.
9. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and' General Meetings', respectively, have been duly followed by the Company.
10.Subsidiary/ Joint Venture/ Associate Company
Your company does not have any subsidiaries, joint ventures or associate companies, during the year under review.
11 .Changes in Nature of Business
There was no change in the nature of business of the Company during the year under review.
12. Share Capital
During the financial year 2018-2019, the Company has issued and allotted 78,800 eguity shares of Rs 1/- each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN -2014) and 36,18,453 eguity shares of Rs 1/- each fully paid up pursuant to the scheme of Amalgamation thereby increasing the paid up share capital by Rs 36,97,253/-. On 31st March, 2019, the paid-up share capital of the Company is Rs 12,40,50,873/- divided into 12,40,50,873 eguity shares of Rs 1/- each.
13.Disclosure Relating to Remuneration of Directors, Key Managerial Personnel
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, gualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The policy on Nomination and Remuneration adopted by the Board sets out the criteria for determining gualifications, positive attributes and independence while evaluating a person for appointment/re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin. The detailed nomination and remuneration policy is available on the website of the Company at www. relaxofootwear.com/pdf/Nomination-and-remuneration-policv.pdf.
14.Particulars of Employees
The information and disclosure required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors/Employees of your Company is set out in Annexure-B to this report.
15.Directors and Key Managerial Personnel
Pursuant to the provisions of the Companies Act, 2013, Mr. Nikhil Dua, Whole Time Director (DIN: 00157919) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board recommends his re-appointment.
Ms. Deepa Verma was appointed as an Independent Director of the Company for a period of five years in the 30th AGM of the Company. Her tenure as an Independent Director will expire on 17th September, 2019. She being eligible for re-appointment for another consecutive term of five years has given her consent to be re-appointed as an Independent Director of the Company. A brief resume of the Director proposed to be re-appointed, the nature of her expertise in specific functional areas, names of companies in which she holds Directorships, committee membership/s/ chairmanship/s, shareholding etc, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations will be appended as an Annexure to the Notice of the ensuing AGM.
The Shareholders in its 34th Annual General Meeting held on 27th September 2018 has approved the following re-appointment:
a. Mr. Ramesh Kumar Dua (DIN: 00157872) was reappointed as Managing Director for a period of 5 (five) years w.e.f. 1st April, 2019;
b. Mr. Mukand Lai Dua (DIN: 00157898) was reappointed as Whole Time Director for a period of 5 (five) years w.e.f. 1st April, 2019;
c Mr. Deval Ganguly (DIN: 00152585) was reappointed as Whole Time Director for a period of 3 (three) years w.e.f. 5th November, 2018; and
d. Re-appointment of Mr. Pankaj Shrimali (DIN: 00013142), Mr. Vivek Kumar (DIN: 00206819) and Mr. Kuruvila Kuriakose (DIN: 00881039) as Independent Directors of the Company for the next term of 5 (five) years with effect from 01.04.2019 to 31.03.2024
Further, Mr. Kuruvila Kuriakose, (DIN: 00881039) Independent Director, has resigned from the Board of Directors of the Company with effect from 26 March, 2019 on health grounds. The Directors placed on record their appreciation for the contribution made by him during his tenure.
16.Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Independent Director prescribed in Schedule IV to the Act.
17.Annual Evaluation of Board
In terms of provisions of Act read with Rules issued thereunder and Listing Regulation, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2018-19. Directors were evaluated on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings. The Directors had used the parameters reset by the renowned consultants in previous year for the performance evaluation of Board, Individual Directors and Committees of Board.
The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, freguency and effectiveness of meetings.
The committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adeguacy of committee, composition and effectiveness of meetings.The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.
The Independent Directors performance evaluation was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the board meeting and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Board of Directors expressed their satisfaction with the evaluation process.
18.Familarisation Programme
In terms of Regulation 25(7) of the Listing Regulation, the Company familiarizes its directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format of the letter of appointment is available on our website www.relaxofootwear. com/terms-conditions.aspx.
Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects such as strategy, operations, plants, products, organization structure, finance, human resource, capital expenditure, CSR, Compliance etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the company business and relevant changes in the law governing the subject matter. The detail of programs for familiarization of Independent directors can be accessed on the Company website at the link www.relaxofootwear. com/other-disclosure.aspx
19.Number of Meetings of The Board
During financial year 2018-19, the Board of Directors met six (6) times on 11th May, 2018, 4th August, 2018, 3rd November, 2018, 19th January, 2019, 2nd February, 2019 and 30th March, 2019, the details of which are provided in the Report on Corporate Governance, which forms part of this Annual Report. The intervening period between any two consecutive meetings was within the maximum time gap prescribed under the Act, Regulation 17 of the Listing Regulations and Secretarial Standard-1 (SS-1).
20. Committees of the Board
During the financial year 2018-2019, the Board had 5 committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship Committee, the Risk Management Committee and the Corporate Social Responsibility Committee.
All the recommendations made by the Committee of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during the financial year 2018-19 and attendance of the Directors at each meeting is provided in the report on Corporate Governance, which forms part of this Report.
21. Director's Responsibility Statement
Pursuant to Section 134 of the Act, the Directors to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;
b) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) they had taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adeguate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adeguate and operating effectively.
22.Auditors
M/s B R Maheswari & Co. LLP, Chartered Accountants (ICAI Firm Registration No. -001035N/N500050) were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting.
23.Auditors' Report
The Board has duly examined the Statutory Auditors' Reportto the accounts, which is self-explanatory. The Auditor's Report for the financial year ended 31st March, 2019 does not contain any qualification, reservation or adverse remarks. The observation of the Auditors on the financial statements have been suitably explained in the Notes to Accounts and do not require any further clarification.
24.Details in Respect of Frauds Reported by Auditors Under Section 143(12) Other Than Those Which are Reportable to the Central Government
Durinq the financial year under review, no fraud is reported by the auditors under Section 143(12) of the Companies Act 2013.
25.Maintenance of Cost Records and Cost Audit
The Company is not falling under the category prescribed under subsection (1) of Section 148 of the Companies Act, 2013 and Rules 3,4 of the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) to whom the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.
26.Internal Auditor
Pursuant to the provisions of Section 138 of the Act, the Company has reappointed Deloitte Haskins & Sells LLP, Chartered Accountants, as an Internal Auditor of the company for FY 2019-20 in addition to existing in-house internal auditor.
27.Secretarial Auditor
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Board had appointed M/s Vivek Arora, Company Secretaries (Membership No. A12222, C.R No. 8255) to conduct the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report for the financial year 2018-19 is annexed as Annexure-C to this report.
28.Annual Return
Pursuant to Section 134 and Section 92 of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2019 in Form No. MGT-9 is attached herewith as Annexure-D to this Report and also made available at the website of the company at www.relaxofootwear.com/ Annual-Results.aspx
29.Contracts and Arrangements with Related Parties
During the financial year, the Company has entered into various transactions with related parties. All Contracts / arrangements / transactions entered into by the Company with its related parties during the Financial Year were in the ordinary course of the business and on the arm's length basis and were undertaken in compliance with the applicable provisions of the Act ('the Act') and Listing Regulation.
During the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions that would have required Shareholders approval under Regulation 23 of Listing Regulation.
The policy on related party transactions is available on the Company's website at www.relaxofootwear.com/pdf/Policv-on-materialitv-of-Related-Partv-Transactions.pdf.
The particulars of material related party transactions are provided in Form AOC-2 as Annexure-E to this Report. Further, the name of related parties and details of transactions with them have been included in note 46 of the financial statements for the year ended 31st March 2019.
30.Mergers and Amalgamations
Your Company had filed a petition with National Company Law Tribunal (NCLT), Delhi for amalgamation of Marvel Polymers Private Limited and Relaxo Rubber Private Limited with your Company along with its shareholders and creditors. During the financial year 2018-2019, your Company has received the certified true copy of the said order from Hon'ble NCLT on 4th January 2019 and the same was filed with Registrar of Companies on 22nd January, 2019.
Pursuant to the Scheme and NCLT order, your Company in its meeting held on 2nd February, 2019 has allotted 36,18,453 equity shares to the shareholders of Marvel Polymers Private Limited and Relaxo Rubber Private Limited.
Also, the authorized capitaI of the Company got increase from Rs 20.00 Crore divided into 20 Crore equity shares of Rs 1I/- each to Rs 20.75 Crore divided into 20.75 Crore equity shares of Rs 1/-each.
31 .Details of Loans, Guarantees & Investments
The details of loans, guarantees and investments under Section 186 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) are as follows :-
a) Details of investments made by the Company as on 31st March, 2019 (including investments made in previous years)
(i) Investment in equity shares : Rs 20.00 Lacs
(ii) Investment in debt instruments : Nil
b) Detailsof loans given by the Company : Nil
c) There are no guarantees issued by your Company in accordance with
Section 186 of the Act read with the Rules issued thereunder.
The details of Investments made under Section 186 of the Act are also provided in the Note 3 forming part of the financial statements.
32.Risk Management
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has set up a Risk Management Committee.The Risk Management Committee shall evaluate significant risk exposures including risks related to cyber security of the Company and assess management's actions to mitigate the exposures in a timely manner. The Board of Directors on the recommendations of Risk Management Committee has adopted a Risk Management Policy for the Company to lay down the procedure to inform the Board members about the risk assessment and minimization.The policy also ensures effective risk management systems to carry out risk assessment and also to document risk mitigation plans. In addition, all the key risks get continuously deliberated and discussed during business review meetings. Company has taken many initiatives to further strengthen the Governance, Risk & Compliance (GRC) framework at Relaxo which includes automation of compliance monitoring, litigation management and documentation of
Delegation of Authority (Operational / Financial). The Company has been taking necessary steps to mitigate foreseeable business risks.The Company has laid down procedures to inform the Risk Management Committee, Audit Committee and Board of Directors about risk assessment & management procedure and status. Business risk evaluation and management is an ongoing and continuous process within the Company.
As per notification no. SEBI/LAD -NRO/GN/2018/10 dated 9th May, 2018 read SEBI (LODR) (Amendment) Regulations, 2018, the top 500 Listed Companies are reguired to constitute Risk Management Committee with effect from 1st April, 2019.
The Board of Directors in its meeting held on 3rd November, 2018 has constituted risk management committee in accordance with the provisions of Listing Regulation.
The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.
33.Corporate Social Responsibility (CSR) and its Committee
Your Company has firm belief and commitment towards the collective development of all the stakeholders especially people at bottom of the pyramid and consider it as prereguisite for the sustainability of the business. Thus, CSR is not just compliance for the Company but is an opportunity to contribute towards nation building through well-defined professional approach.
In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company constituted a Corporate Social Responsibility (CSR) Committee. Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others. The policy is available at www.relaxofootwear.com/pdf/Corporate-Social-Responsibilitv-Policv.pdf df
Your Company has formed a special purpose vehicle Relaxo Foundation, a Society under Societies Registration Act 1860 to carry out its social initiatives
Your Company has decided to work under two thrust areas/Education & Skill development' and 'Health & Hygiene', primarily with the underprivileged communities living in the vicinity of Relaxo locations. However, being one of the most popular household brand Relaxo has presence across India, therefore, your Company intends to work beyond these geographical boundaries.
During the period of reporting, Relaxo implemented total 8 CSR projects in 5 geographical locations of 4 States viz. Delhi, Haryana, Rajasthan and Uttarakhand, impacting lives of 100,000 people.
The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.
Key initiatives under each thematic area and the report on CSR u/s 135 of the Companies Act, 2013 is annexed as Annexure-F to this Report.
34.Composition of Audit Committee
In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulation, the Board of Directors of the Company had constituted the Audit Committee.The details pertaining to the composition, meetings and terms of reference of the committee are included in the
Report on Corporate Governance which forms part of this Annual Report,
35.Vigil Mechanism
The Company as reguired under Section 177 of the Act and Regulation 22 of the Listing Regulation, has established "Vigil Mechanism/Whistle Blower Policy" for Directors and employees of the Company which was further amended by the Board of Directors in its meeting held on 2nd February, 2019.
This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.
This Policy also provides for adeguate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has received one complaint which was duly resolved under the said policy during the year. Your Company hereby affirms that no person of the Company have been denied access to the Audit Committee.
The copy of the policy is available at Company's website at http://www. relaxofootwear.com/pdf/VigilâMechanismâPolicv.pdf.
36.Business Responsibility Report
As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company for environmental, social and governance perspective, forms an integral part of the Annual Report.
37.Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed towards creating a respectful workplace, free from any form of harassment and discrimination, which is exemplified by its 'zero tolerance' approach towards any act of sexual harassment.
As required under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the Constitution of Internal Complaint Committee (ICC).
An Internal Complaint Committee (ICC) is available at each of the units and offices of the Company as per the requirements of the law. The ICC is responsible for redressal of complaints related to sexual harassment as well as to create a preventive environment across the organization. The Company conducts sensitization / awareness sessions on a regular basis so as to create a free and fair working environment.
The ICC received one complaint of Sexual Harassment during the year under review and the same was disposed off as per the provisions of law. It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees specially the women. We are proud to inform that our female workforce feels happy and safe while working at Relaxo.
38.Significant and Material Orders
Pursuant to the scheme of amalgamation, the Company has received the certified true copy of order on 4th January 2019 from National Company Law Tribunal, Delhi, approving the merger of Marvel Polymers Private Limited and Relaxo Rubber Private Limited with your Company.
There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
39.Capital Market Ratings
During the financial year 2018-2019, ICRA has upgraded Long term rating of the Company from ICRA AA- (positive outlook) to ICRA AA (stable outlook).
During the year, ICRA has reaffirmed short term rating of the Company as A1+ which is the highest rating for the category. ICRA has also reaffirmed A1+ top notch rating to the Company for Commercial Paper of Rs 50.00 Crores.
40.Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-G to this Report.
41 .Employees Stock Option Plan
Presently, the Company has one Employee Stock Option Plan 2014 ("RFL ESOP PLAN-2014"). This plan helps to attract and retain talent. The Nomination and Remuneration Committee administers and monitors the Company's ESOP Plan.
During the financial year 2018-2019, 78,800 options were exercised by the employees of the Company. Accordingly, the Company has on 3rd November, 2018 made allotment of 78,800 equity shares against the options exercised by the employees.
During the Financial Year 2018-19, there has been no change in the Employee Stock Option Plan 2014 ("RFL ESOP PLAN-2014") of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on 31st March, 2019, is available on Company's website at www.relaxofootwear.com/other-disclosure.aspx.
A certificate from M/s B R Maheswari & Co LLP, Chartered Accountants, Statutory Auditors of the Company with respect to the implementation of the Company's ESOP Plan would be placed before the members at the ensuing AGM. A copy of the same will also be available for inspection at the registered office of the Company.
The details as per the requirements of SEBI Guidelines are annexed and form part of this Report as Annexure-H.
42.Material Changes and Commitments
There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year ended on 31st March 2019 of the Company and as on the date of this Report.
43.Internal Financial Controls
The Company has in place well defined and adequate Internal Financial Control framework which is independently evaluated by external agency apart from periodic evaluation by in-house Internal Audit function for necessary improvement, wherever required. The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance and safeguards investor interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded & reported correctly and timely. Proper and sufficient care have been taken for preventing and detecting fraud and other irregularities. The Managing Director and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company. The Audit Committee reviews the effectiveness of the internal financial control framework in the Company.
44.Managing Director and CFO Certification
The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board.The same is annexed with Corporate Governance Report.
Declaration by Managing Director under Regulation 34(3) read with Schedule V of SEBI Listing Regulations in respect of compliance with the Company's Code of Conduct is enclosed with this Annual Report.
45.Transfer to Unclaimed Shares / Dividend
As per the provisions of Regulation 39(4) of the Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in a "Unclaimed Suspense Account of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.
The summary of' Unclaimed Suspense Account' during the year is given hereunder:
|
S.No |
Particulars |
No of Shareholders |
No of equity shares held |
|
1. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on 1 April 2018 |
27 |
40,085 |
|
2. |
Number of shareholders along with shares held who approached the Company for transfer of shares from the suspense account during the year |
1 |
2,000 |
|
3. |
Numberof shareholders along with shares held to whom shares were transferred from the suspense account during the year |
 |
2,000 |
|
4. |
Transfer of shares to IEPF Account |
- |
- |
|
5. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account as on 31 March 2019 |
26 |
38,085 |
The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.
During FY 2018-19, the Company has transferred the unpaid / unclaimed dividend amounting to Rs 64947/- to the Investors Education and Protection Fund (IEPF) Demat Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th September 2018 (date of last Annual General Meeting) on the Company's website www.relaxofootwear.com/ unpaid-dividend-data.aspx.
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor's Education and Protection Fund (IEPF). Accordingly, during the FY 2018-19, there were no eguity shares eligible to be transferred to Investors Education and Protection Fund (IEPF) Account.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed form for claiming the unpaid dividend /shares from IEPF.The rules and application form (Form IEPF -5) as prescribed by the Ministry for claiming back the shares/ dividends are available on the website of MCA at www.iepf.gov.in. Mr Vikas Kumar Tak has been appointed as the Nodal Officer by the company under the provisions of IEPF. The contact details of nodal officer is available on the website of the company at the web linkwww.relaxofootwear.com/lnvestor-Support.aspx.
46.Corporate Governance
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Annual Report.
A certificate from M/s B R Maheswari & Co. LLP, Chartered Accountants (ICAI Firm Registration No. -001035N / N500050) Statutory Auditors of the Company, confirming Company's compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance as Annexure-l.
47.Details of Non-Compliance with Regard to Capital Markets During the Last Three Years
There have been no instances of non-compliances by the Company and no penalties and/or strictures have been imposed by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
48.Other Disclosures
The Company affirms that the annual listing fees for the financial year 2019-20 to both National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) has been paid.
49.Acknowledgement
The Directors wish to place their appreciation for the assistance and cooperation extended by business partners, customers, strategic investors, shareholders, bankers, vendors, suppliers, various agencies and Government departments where the Company's operations are existing.
The Directors would also like to place on record their sincere appreciation for the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees of the Company at all levels in ensuring an excellent all round operational performance.
|
For and on behalf of the Board of Directors |
||
|
 |
Ramesh Kumar Dua |
Mukand Lai Dua |
|
 |
Managing Director |
Whole Time Director |
|
Delhi, May 10, 2019 |
DIN: 00157872 |
DIN: 00157898 |
Annexure 'A1 Dividend Policy
1. INTRODUCTION
1.1. The Securities and Exchange Board of India on July 8, 2016 inserted Regulation 43A in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which requires top 500 listed companies (based on market capitalization calculated as on March 31 of every financial year) to formulate a Dividend Distribution Policy which shall be disclosed in its Annual Report and on its website.
1.2. Relax Footwears Limited being one of the top 500 listed companies as per the market capitalization as on the March 31, 2016, framed this policy to comply with the reguirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
1.3. This Policy will regulate the process of dividend declaration and its payout by Relaxo Footwears Limited in accordance with the provisions of Companies Act 2013 read with the applicable Rules framed thereunder, as may be in force for the time being.
2. DEFINITIONS
Unless the context otherwise requires, the words, terms, expressions and derivations used in this Policy shall have the same meaning given in the Companies Act, 2013 and/ or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
2.1 "Applicable laws" shall mean the Companies Act, 2013 and Rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended from time to time and such other act, rules or regulations which provides for the distribution of dividend.
2.2 "Board of Directors" or "Board" shall mean the Board of Directors of Relaxo Footwears Limited, as constituted from time to time.
2.3 "Company"shall mean Relaxo Footwears Limited.
2.4 "CA 2013" shall mean Companies Act, 2013 read with related rules framed thereunder and including all amendments and modifications thereto.
2.5 "Listing Regulations"shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.6 "Policy"shall mean Dividend Distribution Policy.
2.7 "SEBI"shall mean Securities and Exchange Board of India.
3. OBJECTIVE
3.1 The objective of this Policy is to:
3.1.1 ensure a regular dividend income for the shareholders and long-term capital appreciation for all stakeholders of the Company;
3.1.2 strike the right balance between the guantum of dividend paid to its shareholders and the amount of profits retained in the business for various purposes;
3.1.3 to maintain a consistent approach to dividend pay-out plans;
3.1.4 specify the parameters (including external and internal factors) that shall be considered while declaring dividend;
3.1.5 lay down the circumstances under which the shareholders of the Company may or may not expect dividend;
3.1.6 provide the manner of utilization of retained earnings.
3.2 The Company believes that it operates in the highly capital-intensive industry and large chunk of funds are reguired for modernization or setting up of manufacturing units and to keep itself abreast with technology challenges and countering competitors. Therefore, the retention of surplus funds for future growth will over-ride considerations of returning cash to the shareholders.
4. CATEGORY OF DIVIDENDS
The CA 2013 provides for two forms of Dividend - Final and Interim, the details of which are provided below:
4.1 Final Dividend
The Final dividend is paid once for the financial year after the annual accounts are prepared and adopted. The Board has the power to recommend the payment of Final Dividend to the shareholders at the Annual General Meeting of the Company. The declaration of Final dividend shall be included in the ordinary business items that are required to be transacted at an Annual General Meeting.
Process for approval of Payment of Final Dividend:
a. The Board shall recommend the quantum of final dividend payable to shareholders in its meeting in line with the Policy;
b. Dividends shall be paid only out of current year profits or past year profits/reserves after providing for depreciation and setting off losses, if any and in alignment with the provisions of the CA 2013;
c. Shareholders are required to approve the final dividend recommended by Board in Annual General Meeting;
4.2 Interim Dividend
This form of dividend can be declared by the Board during any financial year or at any time during the period of closure of financial year till holding the Annual General Meeting. It is declared out of the surplus in the profits of the financial year for which such interim dividend is to be declared or out of profits generated in the financial year till the guarter preceding the date of declaration of the interim dividend
Process for approval of Payment of Interim Dividend:
a. The Board may declare Interim Dividend at its discretion in line with the Policy;
b. The interim dividend as declared by the Board shall be confirmed at the next Annual General Meeting;
Appropriate Dividend Distribution Tax shall be paid within the due date prescribed under the Income Tax Act, 1961.
5. DECLARATION AND PAYMENT OF DIVIDEND
5.1 The Company stands committed to deliver sustainable value to all its stakeholders. The Company will strive to distribute an optimal and appropriate level of the profits earned by it in its business and investing activity, with the shareholders, in the form of dividend. Further, determining the dividend pay-out is dependent upon several factors, both internal to a business and external to it, including the capital expenditure requirements of the Company. The Board of Directors will recommend Dividend taking into account all the above parameters.
5.2 The Company shall declare and pay dividend, both, interim and final dividend, in compliance with the applicable laws.
5.3 Subject to the provisions of the CA 2013, Dividend shall be declared or paid only out of:
5.3.1 Current Financial Year's profit:
a. after providing for depreciation in accordance with law
b. after transferring to reserves such amount as may be prescribed or as may be otherwise considered appropriate by the Board at its discretion.
5.3.2 The profits for any previous Financial Year(s) after providing for depreciation in accordance with law;
5.3.3 out of 5.3.1 and 5.3.2 both.
5.4 As mentioned above, for computing the surplus funds for purposes of determining the Dividend, the Board may at its discretion, subject to provisions of the applicable law, exclude any or all of the following from the Profit aftertax:
5.4.1 extraordinary Profits
5.4.2 exceptional Profits
5.4.3 one off transactions on account of change in law or rules or accounting policies or accounting standards.
5.4.4 Proposed funds reguired for CAPEX and other related expenses during the year.
6. FACTORS TO BE CONSIDERED WHILE DECLARING DIVIDEND
The decision regarding dividend pay-out is a crucial decision as it determines the amount of profit to be distributed among shareholders and amount of profit to be retained in business.The Board of Directors will endeavor to take a decision with an objective to enhance shareholders wealth and market value of the shares.
The Dividend pay-out decision of any company depends upon certain external and internal factors:
6.1 External Factors:
6.1.1 Economic Environment - In case of uncertain or recessionary economic and business conditions, the Board will endeavor to retain larger part of profits to have sufficient reserves to absorb unforeseen circumstances in future.
6.1.2 Capital Markets - In favorable market scenarios, the Board may consider liberal pay-out. However, in case of unfavorable market conditions, the Board may resort to a conservative dividend payout in order to conserve cash outflows.
6.1.3 Statutory Restrictions - The Company will keep in mind the prevailing legal/ statutory reguirement, regulatory conditions or restrictions, as may be imposed by applicable laws.
6.1.4 Agreements with Lending Institutions - The Board may consider protective covenants in a bond or loan agreement that may include leverage limits & restrictions on payment of cash dividends in order to preserve the Company's ability to service its debts.
6.1.5 Industry trend - Past and present dividend payment trend of companies in the same industry.
6.2 Internal Factors:
Apart from the various external factors aforementioned, the Board will take into account various internal factors while declaring Dividend, which inter alia will include:
6.2.1 Financial Considerations
6.2.1.1 Profits earned during the year or any previous financial year
6.2.1.2 Accumulated reserves;
6.2.1.3 Earnings stability;
6.2.1.4 Future capital expenditure;
6.2.1.5 Past dividend trends of the Company;
6.2.1.6 Cost of raising funds from alternate sources; and
6.2.1.7 Net worth, cashflow position and Debt-Eguity Ratio.
6.2.2 Non-Financial Considerations
6.2.2.1 Inorganic growth plans;
6.2.2.2 Stage of business cycle;
6.2.2.3 Reinvestment opportunities; and
6.2.2.4 Investor expectations/demands.
6.2.3 Miscellaneous
6.2.3.1 Expansion/Modernization of existing businesses;
6.2.3.2 Additional investments for merger or acquisitions for Brand or Business
6.2.3.3 Providing for unforeseen events and contingencies of the Company;
6.2.3.4 Fresh investments into external brands/ businesses; and
6.2.3.5 Any other factor as deemed fit by the Board.
7. CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS OF THE COMPANY MAY OR MAY NOT EXPECT DIVIDEND
In line with the Policy of the Company, there may be certain circumstances under which the shareholders of the Company may not expect dividend, including but not limited to:
7.1 Adverse market conditions and business uncertainty.
7.2 The Company has sufficient avenues to generate significantly higher returns on such 'surplus' than what a common shareholder can generate himself.
7.3 The Company is in higher need of funds for acquisitions diversification/ expansion/ investment opportunities/ de-leveraging or capital expenditures.
7.4 The Company proposes to utilize surplus cash in entirety for alternative forms of distribution such as buy-back of securities.
7.5 The Company has incurred losses or in the stage of inadequacy of profits.
7.6 Changing government regulations.
7.7 Any other extraordinary circumstances etc.
Even under such circumstances, the Board may at its discretion, and subject to applicable laws, choose to recommend a dividend out of the Company's free reserves.
8. PARAMETERS WITH REGARD TO VARIOUS CLASSES OF SHARES
8.1 Presently, the issued and paid-up share capital of the Company comprises of equity shares only. In case, the Company issues other kind of shares.the Board may suitably amend this Policy.
9. UTILIZATION OF RETAINED EARNINGS
In any given financial year, the retained earnings of the Company are expected to be utilized across the following activities:
9.1 Growth: The Company will utilize its retained earnings for the growth of the Company. The Company can consider venturing into new markets/geographies/verticals.
9.2 Research and Development: The Company will utilize its retained earnings for research and development of new products in order to increase market share.
9.3 Capital Expenditure: The Company will utilize its retained earnings for capital expenditure by way of physical and technology infra structure etc.
9.4 Mergers and Acquisitions: The Company will utilize its retained earnings for mergers and acguisitions, as it may deem necessary time to time.
9.5 Any other purpose as deemed fit by the Board and as mentioned in the purposes/ objects mentioned in its Memorandum & Articles of Association.
10. UNPAID/ UNCLAIMED DIVIDEND
10.1 Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to receive such dividend, the Company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the Company in any scheduled bank to be called as Unpaid Dividend Account.
10.2 Any person claiming to be entitled to any money transferred to the Unpaid Dividend Account of the company may apply to the Company for payment of the money claimed.
10.3 Any money transferred to the Unpaid Dividend Account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).
10.4 The Company shall inform the concerned shareholder three months before the due date of transfer of shares regarding the shares liable to be transferred to IEPF for which dividend has remained unpaid and unclaimed for seven consecutive years or more as on the date of transfer, at their latest available address and also simultaneously publish a notice in the leading newspaper in English and regional language having wide circulation and on their website giving details of such shareholders and shares due for transfer.
10.5 Following details/ statements shall be filed with statutory authorities in prescribed forms under the applicable laws:
a) Statement of amount of dividend credited to the IEPF,
b) Statement of unclaimed and unpaid amounts due to be credited in IEPF in coming years,
c) Statement of shares transferred to the IEPF and Statement of shares and unclaimed and unpaid dividend not transferred to IEPF due to specific order of Statutory Authority,
d) any other forms/ statements/ return etc. that may be prescribed by the IEPF or any other authority from time to time.
11. REVIEW AND AMENDMENT
This Policy will be reviewed periodically and is subject to modification by the Board from time to time, to be in the line with the best industrial practices and to ensure conformity with the applicable laws. Any subsequent notification, circular, guidelines or amendments under CA 2013 and Listing Regulations as may be issued from time to time shall be mutatis mutandis applicable without any further modification or amendment in this policy.
12. DISCLAIMER
In any circumstances, where the terms of this Policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the newly enacted law, rule, regulation or standard will take precedence over this Policy until such time the Policy is changed to conform to the law, rule, regulation or standard.
Annexure 'B'
Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the Financial Year 2018-19 is as follows:-
|
Name of Director |
DIN |
Ratio of Remuneration of Director to the Median Remuneration |
|
Mr. Ramesh Kumar Dua |
00157872 |
649.44 |
|
Mr. Mukand Lai Dua |
00157898 |
649.44 |
|
Mr. Nikhil Dua |
00157919 |
47.77 |
|
Mr. Deval Ganguly |
00152585 |
54.34 |
|
Mr. Pankaj Shrimali |
00013142 |
2.27 |
|
Mr. Vivek Kumar |
00206819 |
1.66 |
|
Mr. Kuruvila Kuriakose |
00881039 |
0.00 |
|
Ms. Deepa Verma |
06944281 |
1.42 |
1. The aforesaid details are calculated on the basis of remuneration for the Financial Year 2018-19.
2. The remuneration includes sitting fee paid to the Directors for attending Board and Committee meetings.
3. Median Remuneration for aII its employees is Rs 211304 fort he Financial Year2018-19.
4. Mr. Kuruvila Kuriakose resigned w.e.f. 26th March, 2019 on health grounds.
B. Details of percentage increase in the remuneration of each Director, CFO and Company Secretary in the Financial Year 2018-19 as compared to last year are as follows :-
C. Percentage increase in the median remuneration of all employees in Financial Year 2018-19 :-
There is increase of 12.22% in median remuneration of all employees in Financial Year 2018-19.
D. Number of Permanent Employees on the roll of the Company as on 31st March, 2019:
E. Comparison of average percentage increase in salary of employees other than Managerial Personnel and the percentage increase in the Managerial Remuneration:
The aggregate remuneration of employees excluding KMPs grew by 10.97% over the previous year. The aggregate increase in salary for Whole Time Directors and other KMP's was 8.00% in FY19 over FY l8.This was based on the recommendation of Nomination and Remuneration Committee.
F. Affirmation
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.
|
Name |
Designation |
% Increase |
|
Mr. Ramesh Kumar Dua |
Managing Director |
13.43 |
|
Mr. Mukand Lai Dua |
13.43 |
|
|
Mr. Nikhil Dua |
Whole Time Director |
8.89 |
|
Mr. Deval Ganguly |
-38.25 |
|
|
Mr. Pankaj Shrimali |
23.08 |
|
|
Mr. Vivek Kumar |
Independent Director |
-9.09 |
|
Mr. Kuruvila Kuriakose |
-100.00 |
|
|
Ms. Deepa Verma |
Chief Financial Officer |
-3.23 |
|
Mr. Sushil Batra |
-22.08 |
|
|
Mr.Vikas Kumar Tak |
Company Secretary |
18.98 |
Note: The remuneration to Directors is within the overall limit approved by shareholders,The commission to the tune of Rs 2,50 lacs approved by the Board and payable to each Independent Director holding office on 31st March, 2019, will be paid after the approval of Financial Statements for the Financial Year 2018-19 by shareholders,Therefore, same has not been considered in above calculation.
|
Particulars |
No. of Employees |
|
Staff |
2183 |
|
Sub Staff |
4071 |
|
Total |
6254 |
G. Statement Containing the particulars of the employees in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
List of Employees of the Company employed throughout the Financial Year 2018-19 and were paid remuneration, not less than Rs 102 lacs per annum and employees who have worked for the part of the year and were paid remuneration during the Financial Year 2018-19 at a rate which in aggregate was not less than Rs 8.50 lacs per month :
|
S.No. |
Employee Name |
Designation |
Date of joining |
Age (Years) |
Remuneration (Rs in Lacs) |
Qualification |
Experience (Years) |
Last Employment |
|
1 |
Mr. Deval Ganguly |
Whole Time Director |
05-Nov-12 |
60 |
114.83 |
B.Tech. |
38 |
JKTyre & Industries Ltd. |
|
2 |
Mr. Hans Raj Sapra |
Senior Vice President (Material) |
16-Oct-93 |
70 |
112.50 |
BE, Dip. Mech. Engg. |
46 |
India Meterological Dept. |
|
3 |
Mr. Mukand Lai Dua |
Whole Time Director |
13-Sep-84 |
70 |
1372.30 |
B.Sc. |
46 |
Relaxo Rubber Pvt Ltd. |
|
4 |
Mr. Ramesh Kumar Dua |
Managing Director |
13-Sep-84 |
65 |
1372.30 |
B.Com., Licentiate of LPRI London |
43 |
Relaxo Rubber Pvt Ltd. |
|
5 |
Mr. Sushil Batra |
Chief Financial Officer |
30-Jul-07 |
54 |
126.58 |
B.Com., FCA |
28 |
A2Z Infra Engg. Ltd. |
|
6 |
Mr.Vinay Kumar Bajaj |
Vice President (Sales) |
01-Jun-16 |
57 |
139.41 |
B.Com. |
28 |
SSIPL |
Note:
1. Mr, Ramesh Kumar Dua and Mr, Mukand Lai Dua are Promoter Directors of the Company and are also related to each other, Mr, Mukand Lai Dua is also related to Mr, Nikhil Dua Promoter Director of the Company,
Annexure'C
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
for the Financial Year Ended on March 31, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Relaxo Footwears Limited
Aggarwal City Square, Plot no 10, District Centre, Manglam Palace, Sector-3, Rohini, Delhi-110085
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Relaxo Footwears Limited. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Relaxo Footwears Limited (the Company) books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 -03-2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31-03-2019 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA')and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) SEBI (Substantial Acguisition of Shares and Takeovers) (Fourth Amendment) Regulations 2015
(b) SEBI (PIT) Regulations, 2015.
(c) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
(d) SEBI (Share Based Employee Benefits) Regulations, 2014
(e) SEBI(lssueand Fisting of Debt Securities (Amendment) Regulations, 2015
(f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) SEBI (Delisting of Eguity Shares) (Amendment) Regulations, 2009 (h) SEBI( Buy-backof Securities) (Amendment) Regulations, 1998.
(vi) The Rubber Act, 1947 (the law which is applicable specifically to the Company). I have also examined compliance with the applicable clauses of the following:
I. Secretarial Standards issued by The Institute of Company Secretaries of India.
II. SEBI (Fisting Obligations & Disclosure Requirements) Regulations 2015 pertaining to Fisted equity shares of the Company at NSE and BSE.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that:
I. During the year, two companies viz Marvel Polymers Private Limited (MPPL) and Relaxo Rubber Private Limited (RRPL) amalgamated with the Company vide NCLT order dated 13th December, 2018 and a certified true copy of the said order was received on 4th January, 2019 by the Company and the said amalgamation is effective from 22nd January,2019, having appointed date 1st April, 2017. Pursuant to this amalgamation, all the assets and liabilities of the Transferor Companies (MPPL and RRPL) were transferred to the Company (i.e Transferee Company) w.e.f appointed date. Consequent upon this approved scheme of amalgamation, 20,158 eguity shares of Rs 1/-each fully paid of Company for every 100 eguity shares of Rs 100 each of MPPL and 3,124 eguity shares of Rs 1/-each fully paid of Company for every 100 eguity shares of Rs 100 each of RRPL were a allotted to Shareholders of MPPL & RRPL respectively.
Conseguently, the authorized share capital of the Company was enhanced from Rs 20.00 Crores to Rs 20.75 Crores and the Paid up Eguity share capital was also enhanced from Rs 12,04,32,420 divided into 12,04,32,420 Eguity Shares of Rs 1/- each to Rs 12,40,50,873 divided into 12,40,50,873 Eguity Shares of Rs 1/- each and these eguity shares rankpari passu in all respect with the existing eguity shares of the company. The company has filed necessary application for stamp duty with statutory authorities and same shall be paid on the processing of the applications filed by the Company. The title deeds for immovable properties, licenses, agreements, bank accounts etc. of the transferor companies are in the process of being transferred in the name of the Company.
II. During the year, the company allotted 78,800 Eguity shares of Rs 1/-each fully paid up to the employees of the company under ESOP scheme (RFL ESOP Plan-2014).These shares were allotted vide resolution passed on 3rd November, 2018. These shares will rank pari passu in all respects in terms of the scheme. The Company also granted 61,900 options during Financial Year 2018-19.
|
Annexure"A" To, The Members Relaxo Footwears Limited My report of even date is to be read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. 1 have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Wherever reguired, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. |
Â
|
 |
for VIVEK ARORA |
|
 |
Company Secretaries |
|
 |
Vivek Arora |
|
 |
Proprietor |
|
New Delhi, May 10,2019 |
CP No. 8255, ACS 12222 |
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
|
 |
for VIVEK ARORA |
|
 |
Company Secretaries |
|
 |
Vivek Arora |
|
 |
Proprietor |
|
New Delhi, May 10,2019 |
CP No. 8255, ACS 12222 |
Annexure 'D'
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
(as on Financial Year ended on 31st March, 2019) [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014]
I. REGISTRATION & OTHER DETAILS:
|
i |
CIN |
L74899DL1984PLC019097 |
|
ii |
Registration Date |
13/09/84 |
|
iii |
Name of the Company |
Relaxo Footwears Fimited |
|
iv |
Category/Sub-category of the Company |
Public Company Limited by Shares |
|
V |
Address of the Registered office & contact details |
Aggarwal City Square, Plot No. 10, Manglam Place, District Centre, Sector-3, |
|
Rohini, Delhi- 110085 |
||
|
+91-11-46800600,46800700 |
||
|
Email : [email protected] |
||
|
vi |
Whether listed company |
Yes |
|
vii |
Name, Address & contact details of the Registrar & Transfer Agent, if any. |
Karvy Fintech Pvt. Ltd. |
|
Karvy Selenium, Tower B, Plot No. 31-32, Gachibowli, Nanakramguda, |
||
|
Hyderabad, Telangana- 500032. |
||
|
Ph.:+91-040-67162222 |
||
|
Email: [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
|
SL No |
Name & Description of main products/services |
NIC Code of the Product /service |
% to total turnover of the company |
|
1 |
Manufacturer of Footwear made primarily of vulcalized or moulded rubber and plastic |
15202 |
99.54% |
III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES : Nil
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A. Category-Wise Shareholding:
|
Category of shareholder |
No. of Shares held at the beginning of the year (As on 31st March, 2018) |
No. of Shares held at the end of the year (As on 31st March, 2019) |
% Change during the year |
|||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|||
|
A. |
PROMOTERS |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
1 |
INDIAN |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
a) |
Individual /HUF |
8,93,59,000 |
- |
8,93,59,000 |
74.25 |
8,80,97,453 |
 |
8,80,97,453 |
71.02 |
-3.23 |
|
b) |
Centra I Govt. |
 |
- |
- |
 |
 |
 |
 |
 |
- |
|
c) |
State Govt(s) |
 |
- |
- |
 |
 |
 |
 |
 |
- |
|
d) |
Bodies Corp. |
 |
- |
- |
- |
 |
 |
 |
 |
- |
|
e) |
Banks/FI |
 |
- |
- |
- |
 |
- |
 |
 |
- |
|
f) |
Any Other |
 |
- |
- |
- |
 |
- |
- |
 |
- |
|
 |
Sub-Total A(1) |
8,93,59,000 |
- |
8,93,59,000 |
74.25 |
8,80,97,453 |
- |
8,80,97,453 |
71.02 |
-3.23 |
|
2 |
FOREIGN |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
a) |
NRIs Individuals |
 |
- |
- |
- |
 |
- |
- |
 |
- |
|
b) |
Other Individuals |
 |
- |
- |
- |
 |
- |
- |
 |
 |
|
c) |
Bodies Corp. |
 |
- |
- |
- |
 |
- |
- |
 |
 |
|
d) |
Banks/FI |
 |
 |
- |
- |
 |
- |
- |
 |
 |
|
e) |
Any Other |
 |
 |
 |
- |
 |
- |
- |
 |
 |
|
 |
Sub-Total A(2) |
- |
 |
 |
 |
 |
 |
 |
 |
 |
|
 |
Total Shareholding of Promoter(s) A=A(1 )+A(2) |
8,93,59,000 |
 |
8,93,59,000 |
74.25 |
8,80,97,453 |
- |
8,80,97,453 |
71.02 |
-3.23 |
|
B. |
PUBLIC |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
 |
SHAREHOLDING |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
1 |
INSTITUTIONS |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
a) |
Mutual Funds |
25,98,606 |
 |
25,98,606 |
2.16 |
76,09,525 |
- |
76,09,525 |
6.14 |
3.98 |
|
b) |
Banks/FI |
14,961 |
 |
14,961 |
0.01 |
16,006 |
- |
16,006 |
0.01 |
0 |
|
c) |
Centra I Govt. |
- |
 |
 |
- |
- |
- |
- |
- |
 |
|
d) |
State Govt(s) |
- |
 |
 |
- |
- |
- |
- |
- |
 |
|
e) |
Venture Capital Funds |
 |
 |
 |
- |
- |
- |
- |
- |
 |
|
f) |
Insurance Companies |
 |
 |
 |
 |
- |
- |
- |
- |
 |
|
g) |
FPI* |
55,54,680 |
 |
55,54,680 |
4.62 |
34,03,877 |
 |
34,03,877 |
2.74 |
-1.88 |
|
h) |
Foreign Venture Capital Funds |
- |
 |
 |
 |
- |
 |
 |
- |
 |
|
i) |
Others |
 |
 |
 |
 |
- |
 |
 |
- |
 |
|
 |
Sub-Total B(1) |
81,68,247 |
 |
81,68,247 |
6.79 |
1,10,29,408 |
- |
1,10,29,408 |
8.89 |
2.10 |
|
2 |
NON-INSTITUTIONS |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
a) |
Bodies Corp. |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
i) |
Indian |
1,60,56,460 |
 |
1,60,56,460 |
13.34 |
1,68,83,548 |
 |
1,68,83,548 |
13.61 |
0.27 |
|
ii) |
Overseas |
 |
 |
 |
 |
- |
 |
 |
- |
- |
|
b) |
Individuals |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
i) |
Individual Shareholders holding nominal share capital upto Rs 1 lac |
41,67,028 |
5,70,360 |
47,37,388 |
3.94 |
48,00,576 |
4,30,085 |
52,30,661 |
4.22 |
0.28 |
|
ii) |
Individual Shareholders holding nominal share capital in excess of fl lac |
9,42,718 |
1,24,000 |
10,66,718 |
0.89 |
8,99,718 |
 |
8,99,718 |
0.73 |
-0.16 |
|
(c) |
Others (specify) |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
i) |
Clearing Members |
12,215 |
- |
12,215 |
0.01 |
39,538 |
- |
39,538 |
0.03 |
0.02 |
|
ii) |
Non Resident Indians* |
5,13,300 |
- |
5,13,300 |
0.42 |
8,35,521 |
- |
8,35,521 |
0.67 |
0.25 |
|
iii) |
Trusts |
3,577 |
- |
3,577 |
0.00 |
2,97,366 |
 |
2,97,366 |
0.24 |
0.24 |
|
iv) |
Alternative Investment Fund |
1,84,090 |
- |
1,84,090 |
0.15 |
4,24,035 |
 |
4,24,035 |
0.34 |
0.19 |
|
v) |
NBFC (Registered with RBI) |
1,00,150 |
- |
1,00,150 |
0.08 |
1,61,150 |
 |
1,61,150 |
0.13 |
0.05 |
|
vi) |
IEPF |
152475 |
- |
152475 |
0.13 |
152475 |
 |
1,52,475 |
0.12 |
-0.01 |
|
 |
Sub-Total B(2) |
2,21,32,013 |
6,94,360 |
2,28,26,373 |
18.96 |
2,44,93,927 |
4,30,085 |
2,49,24,012 |
20.09 |
1.13 |
|
 |
Total Public Shareholding B=B(1)+B(2) |
I 3,03,00,260 |
6,94,360 |
3,09,94,620 |
25.75 |
3,55,23,335 |
4,30,085 |
3,59,53,420 |
28.98 |
3.23 |
|
 |
C Shares held by Custodian for GDRs & ADRs |
 |
- |
- |
 |
 |
 |
 |
- |
- |
|
 |
GRAND TOTAL (A+B+C) |
11,96,59,260 |
6,94,360 |
12,03,53,620 |
100.00 |
12,36,20,788 |
4,30,085 |
12,40,50,873 |
100.00 |
 |
Â
B) Shareholding of Promoters:
*No Payment on account of Dividend has been made in Foreign Currency to NRI or any other foreign person during the Financial Year 2018-19,
|
S.No |
Shareholder's Name |
Shareholding at the beginning of the year (As on 31-March-2018) |
Shareholding at the end of the year (As on 31-March-2019) |
% change in share holding during the year |
||||
|
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
|||
|
1 |
Ramesh Kumar Dua |
3,11,48,150 |
25.88 |
- |
2,99,08,872 |
24.11 |
 |
-1.77 |
|
2 |
Mukand Lal Dua |
2,64,45,700 |
21.97 |
- |
2,50,70,960 |
20.21 |
 |
-1.76 |
|
3 |
Nikhil Dua |
45,00,450 |
3.74 |
- |
46,71,837 |
3.77 |
 |
0.03 |
|
4 |
Usha Dua |
45,00,450 |
3.74 |
- |
47,30,255 |
3.81 |
 |
0.07 |
|
5 |
Lalita Dua |
45,00,450 |
3.74 |
- |
47,66,181 |
3.84 |
 |
0.10 |
|
6 |
Rahul Dua |
45,00,450 |
3.74 |
- |
46,71,837 |
3.77 |
 |
0.03 |
|
7 |
Gaurav Dua |
45,00,450 |
3.74 |
- |
46,71,837 |
3.77 |
 |
0.03 |
|
8 |
Ritesh Dua |
45,00,450 |
3.74 |
- |
46,71,837 |
3.77 |
 |
0.03 |
|
9 |
Nitin Dua |
45,00,450 |
3.74 |
- |
46,71,837 |
3.77 |
 |
0.03 |
|
10 |
Mukand Lal Dua (HUF) |
2,32,000 |
0.19 |
- |
2,32,000 |
0.19 |
 |
0.00 |
|
11 |
Ramesh Kumar Dua (HUF) |
20,000 |
0.02 |
- |
20,000 |
0.02 |
 |
0.00 |
|
12 |
Sakshi Dua |
10,000 |
0.01 |
- |
10,000 |
0.01 |
 |
0.00 |
C) Change in Promoters' Shareholding :
|
s.no |
For Each Promoter |
Shareholding at the beginning of the year (01/04/2018) |
Date |
Reason |
Cumulative Shareholding during the year |
||
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||
|
1 |
Ramesh Kumar Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
3,11,48,150 |
25.88 |
31/03/18 |
 |
3,11,48,150 |
25.88 |
|
 |
Increase/Decrease in Shareholding |
12,00,722 |
0.97 |
08/02/19 |
Amalgamation |
3,23,48,872 |
26.08 |
|
-24,40,000 |
-1.97 |
06/03/19 |
Sale of shares |
2,99,08,872 |
24.11 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
2,99,08,872 |
24.11 |
|
2 |
Mukand Lal Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
2,64,45,700 |
21.97 |
31/03/18 |
 |
2,64,45,700 |
21.97 |
|
 |
Increase/Decrease in Shareholding |
10,65,260 |
0.86 |
08/02/19 |
Amalgamation |
2,75,10,960 |
22.18 |
|
-24,40,000 |
-1.97 |
06/03/19 |
Sale of shares |
2,50,70,960 |
20.21 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
2,50,70,960 |
20.21 |
|
3 |
Lalita Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
2,65,731 |
0.21 |
08/02/19 |
Amalgamation |
47,66,181 |
3.84 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
47,66,181 |
3.84 |
|
4 |
Usha Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
2,29,805 |
0.19 |
08/02/19 |
Amalgamation |
47,30,255 |
3.81 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
47,30,255 |
3.81 |
|
5 |
Nikhil Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
4500450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
171387 |
0.14 |
08/02/19 |
Amalgamation |
46,71,837 |
3.77 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
|
6 |
Ritesh Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
1,71,387 |
0.14 |
08/02/19 |
Amalgamation |
46,71,837 |
3.77 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
|
7 |
Guarav Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
1,71,387 |
0.14 |
08/02/19 |
Amalgamation |
46,71,837 |
3.77 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
|
8 |
Nitin Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
1,71,387 |
0.14 |
08/02/19 |
Amalgamation |
46,71,837 |
3.77 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
|
9 |
Rahul Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase/Decrease in Shareholding |
1,71,387 |
0.14 |
08/02/19 |
Amalgamation |
46,71,837 |
3.77 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
There is no change in shareholding of other promoters during the Financial Year 2018-19.
D) Shareholding Pattern of top ten Shareholders:
|
S.No |
Name of the Share Holder |
Shareholding at the beginning of the Year (01/04/2018) |
Date |
Reason |
Cumulative Shareholding during the Year |
||
|
No of Shares |
% of total shares of the company |
No of Shares |
% of total shares of the company |
||||
|
4 |
Smallcap World Fund, INC |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
0 |
0.00 |
31/03/18 |
 |
0 |
0.00 |
|
 |
Increase/Decrease in Shareholding |
9,52,000 |
0.77 |
01/03/19 |
Purchase |
9,52,000 |
0.77 |
|
7,63,738 |
0.62 |
08/03/19 |
Purchase |
17,15,738 |
1.38 |
||
|
11,262 |
0.01 |
15/03/19 |
Purchase |
17,27,000 |
1.39 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
17,27,000 |
1.39 |
|
5 |
SBI Magnum Global Fund |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
13,79,457 |
1.15 |
31/03/18 |
 |
13,79,457 |
1.15 |
|
 |
Increase/Decrease in Shareholding |
10,00,000 |
0.81 |
18/05/18 |
Purchase |
23,79,457 |
1.98 |
|
-10,00,000 |
-0.81 |
18/05/18 |
Sale |
13,79,457 |
1.15 |
||
|
37,23,886 |
3.00 |
08/03/19 |
Purchase |
51,03,343 |
4.11 |
||
|
2,146 |
0.00 |
22/03/19 |
Purchase |
51,05,489 |
4.12 |
||
|
27,854 |
0.02 |
29/03/19 |
Purchase |
51,33,343 |
4.14 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
51,33,343 |
4.14 |
|
6 |
DSP Equity & Bond Fund |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
0 |
0 |
31/03/18 |
 |
0 |
0.00 |
|
 |
Increase/Decrease in Shareholding |
1029114 |
0.83 |
22/03/19 |
Purchase |
10,29,114 |
0.83 |
|
51188 |
0.04 |
29/03/19 |
Purchase |
10,80,302 |
0.87 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
10,80,302 |
0.87 |
|
7 |
ICICI Prudential Value Fund - Series 10 |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
6,97,349 |
0.58 |
31/03/18 |
 |
6,97,349 |
0.58 |
|
 |
Increase/Decrease in Shareholding |
51 |
0.00 |
11/05/18 |
Purchase |
6,97,400 |
0.58 |
|
-15 |
0.00 |
25/05/18 |
Sale |
6,97,385 |
0.58 |
||
|
-2 |
0.00 |
22/06/18 |
Sale |
6,97,383 |
0.58 |
||
|
-15 |
0.00 |
27/07/18 |
Sale |
6,97,368 |
0.58 |
||
|
48,786 |
0.04 |
24/08/18 |
Purchase |
7,46,154 |
0.62 |
||
|
82,834 |
0.07 |
07/09/18 |
Purchase |
8,28,988 |
0.69 |
||
|
24,639 |
0.02 |
05/10/18 |
Purchase |
8,53,627 |
0.71 |
||
|
50,470 |
0.04 |
11/01/19 |
Purchase |
9,04,097 |
0.75 |
||
|
81 |
0.00 |
18/01/19 |
Purchase |
9,04,178 |
0.75 |
||
|
7,687 |
0.01 |
01/02/19 |
Purchase |
9,11,865 |
0.76 |
||
|
-1,265 |
0.00 |
01/02/19 |
Sale |
9,10,600 |
0.73 |
||
|
10,298 |
0.01 |
08/02/19 |
Purchase |
9,20,898 |
0.74 |
||
|
-8,970 |
-0.01 |
08/02/19 |
Sale |
9,11,928 |
0.74 |
||
|
16,735 |
0.01 |
15/02/19 |
Purchase |
9,28,663 |
0.75 |
||
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
9,28,663 |
0.75 |
|
8 |
Valuequest India Moat Fund Ltd |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
6,43,640 |
0.52 |
31/03/18 |
 |
6,43,640 |
0.53 |
|
 |
Increase/Decrease in Shareholding |
-2,00,000 |
-0.16 |
22/03/19 |
Sale |
4,43,640 |
0.36 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
4,43,640 |
0.36 |
D) Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs): (contcl.)
|
9 |
Canara HSBC Oriental Bank of Commerce Life Insurance |
|
 |
At the beginning of the Year |
|
 |
Increase/Decrease in Shareholding |
At the end of the Year
|
No of Shares |
% of total shares of the company |
Date |
Reason |
No of Shares |
% of total shares of the company |
|
 |
 |
 |
 |
 |
 |
|
0 |
0.00 |
31/03/18 |
 |
0 |
0.00 |
|
1,17,973 |
0.10 |
20/04/18 |
Purchase |
1,17,973 |
0.10 |
|
-803 |
0.00 |
27/04/18 |
Sale |
1,17,170 |
0.10 |
|
606 |
0.00 |
18/05/18 |
Purchase |
1,17,776 |
0.10 |
|
40,482 |
0.03 |
01/06/18 |
Purchase |
1,58,258 |
0.13 |
|
16 |
0.00 |
15/06/18 |
Purchase |
1,58,274 |
0.13 |
|
22 |
0.00 |
29/06/18 |
Purchase |
1,58,296 |
0.13 |
|
27 |
0.00 |
06/07/18 |
Purchase |
1,58,323 |
0.13 |
|
-827 |
0.00 |
13/07/18 |
Sale |
1,57,496 |
0.13 |
|
12 |
0.00 |
20/07/18 |
Purchase |
1,57,508 |
0.13 |
|
17 |
0.00 |
27/07/18 |
Purchase |
1,57,525 |
0.13 |
|
18 |
0.00 |
03/08/18 |
Purchase |
1,57,543 |
0.13 |
|
2,00,023 |
0.16 |
10/08/18 |
Purchase |
3,57,566 |
0.30 |
|
-1,880 |
0.00 |
24/08/18 |
Sale |
3,55,686 |
0.30 |
|
6,012 |
0.00 |
31/08/18 |
Purchase |
3,61,698 |
0.30 |
|
-1,721 |
0.00 |
07/09/18 |
Sale |
3,59,977 |
0.30 |
|
-1,794 |
0.00 |
14/09/18 |
Sale |
3,58,183 |
0.30 |
|
-496 |
0.00 |
21/09/18 |
Sale |
3,57,687 |
0.30 |
|
-794 |
0.00 |
28/09/18 |
Sale |
3,56,893 |
0.30 |
|
8 |
0.00 |
05/10/18 |
Purchase |
3,56,901 |
0.30 |
|
979 |
0.00 |
12/10/18 |
Purchase |
3,57,880 |
0.30 |
|
2,903 |
0.00 |
19/10/18 |
Purchase |
3,60,783 |
0.30 |
|
-974 |
0.00 |
26/10/18 |
Sale |
3,59,809 |
0.30 |
|
-1,970 |
0.00 |
02/11/18 |
Sale |
3,57,839 |
0.30 |
|
288 |
0.00 |
09/11/18 |
Purchase |
3,58,127 |
0.30 |
|
152 |
0.00 |
16/11/18 |
Purchase |
3,58,279 |
0.30 |
|
-580 |
0.00 |
23/11/18 |
Sale |
3,57,699 |
0.30 |
|
-980 |
0.00 |
07/12/18 |
Sale |
3,56,719 |
0.30 |
|
910 |
0.00 |
14/12/18 |
Purchase |
3,57,629 |
0.30 |
|
-358 |
0.00 |
21/12/18 |
Sale |
3,57,271 |
0.30 |
|
112 |
0.00 |
28/12/18 |
Purchase |
3,57,383 |
0.30 |
|
-926 |
0.00 |
04/01/19 |
Sale |
3,56,457 |
0.30 |
|
257 |
0.00 |
11/01/19 |
Purchase |
3,56,714 |
0.30 |
|
-636 |
0.00 |
01/02/19 |
Sale |
3,56,078 |
0.30 |
|
22 |
0.00 |
08/02/19 |
Purchase |
3,56,100 |
0.29 |
|
-594 |
0.00 |
15/02/19 |
Sale |
3,55,506 |
0.29 |
|
-1,814 |
0.00 |
22/02/19 |
Sale |
3,53,692 |
0.29 |
|
437 |
0.00 |
01/03/19 |
Purchase |
3,54,129 |
0.29 |
|
2,59,051 |
0.21 |
08/03/19 |
Purchase |
6,13,180 |
0.49 |
|
-675 |
0.00 |
29/03/19 |
Sale |
6,12,505 |
0.49 |
|
 |
 |
31/03/19 |
 |
6,12,505 |
0.49 |
Â
D) Shareholding Pattern of top ten Shareholders:
|
S.No |
Name of the Share Holder |
Shareholding at the beginning of the Year (01/04/2018) |
Date |
Reason |
Cumulative Shareholding during the Year |
||
|
No of Shares |
% of total shares of the company |
No of Shares |
% of total shares of the company |
||||
|
10 |
Jatinder Agarwal |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
5,00,000 |
0.42 |
31/03/18 |
 |
5,00,000 |
0.42 |
|
 |
Increase/Decrease in Shareholding |
 |
- |
 |
 |
 |
- |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
5,00,000 |
0.40 |
|
11 |
'Karvansarai Travel and Lifestyle Pvt Ltd |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
4,43,190 |
0.37 |
31/03/18 |
 |
4,43,190 |
0.37 |
|
 |
Increase/Decrease in Shareholding |
 |
- |
 |
 |
 |
- |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
4,43,190 |
0.36 |
|
12 |
Vibgyor Investors and Developers Pvt Ltd |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
4,00,000 |
0.33 |
31/03/18 |
 |
4,00,000 |
0.33 |
|
 |
Increase/Decrease in Shareholding |
- |
- |
 |
 |
 |
- |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
4,00,000 |
0.32 |
|
13 |
EM Resurgent Fund |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
2,49,796 |
0.21 |
31/03/18 |
 |
2,49,796 |
0.21 |
|
 |
Increase/Decrease in Shareholding |
-2,23,780 |
-0.18 |
13/04/18 |
Sale |
26,016 |
0.02 |
|
 |
 |
-26,016 |
-0.02 |
20/04/18 |
Sale |
0 |
0.00 |
|
 |
At the end of the Year |
 |
 |
31/03/19 |
 |
0 |
0.00 |
E) Shareholding of Directors and Key Managerial Personnel:
|
S. No |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding at the beginning of the year |
Date |
Reason |
Cumulative Shareholding during the year |
||
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||
|
1 |
Ramesh Kumar Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
3,11,48,150 |
25.88 |
31/03/18 |
 |
3,14,73,150 |
25.88 |
|
 |
Increase / Decrease in Shareholding during the year |
12,00,722 |
0.97 |
08/02/19 |
Amalagamation |
3,23,48,872 |
26.08 |
|
-24,40,000 |
-1.97 |
06/03/19 |
Sale |
2,99,08,872 |
24.11 |
||
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
2,99,08,872 |
24.11 |
|
2 |
Ramesh Kumar Dua (HUF) |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
20,000 |
0.02 |
31/03/18 |
 |
20,000 |
0.02 |
|
 |
Increase / Decrease in Shareholding during the year |
 |
 |
- |
 |
- |
 |
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
20,000 |
0.02 |
|
3 |
Mukand Lal Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
2,64,45,700 |
21.97 |
31/03/18 |
 |
2,64,45,700 |
21.97 |
|
 |
Increase / Decrease in Shareholding during the year |
10,65,260 |
0.86 |
08/02/19 |
Amalagamation |
2,75,10,960 |
22.18 |
|
-24,40,000 |
-1.97 |
06/03/19 |
Sale |
2,50,70,960 |
20.21 |
||
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
2,50,70,960 |
20.21 |
|
4 |
Mukand Lal Dua (HUF) |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
2,32,000 |
0.19 |
31/03/18 |
 |
2,32,000 |
0.19 |
|
 |
Increase / Decrease in Shareholding during the year |
 |
 |
- |
 |
- |
 |
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
232000 |
0.19 |
|
5 |
Nikhil Dua |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
45,00,450 |
3.74 |
31/03/18 |
 |
45,00,450 |
3.74 |
|
 |
Increase / Decrease in Shareholding during the year |
1,71,387 |
0.14 |
08/02/19 |
Amalagamation |
46,71,837 |
3.77 |
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
46,71,837 |
3.77 |
|
 |
 |
 |
 |
 |
 |
 |
 |
E) Shareholding of Directors and Key Managerial Personnel: (contd.)
|
s. No |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding at the beginning of the year |
Date |
Reason |
Cumulative Shareholding during the year |
||
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||
|
6 |
Deval Ganguly |
 |
 |
 |
 |
 |
 |
|
At the beginning of the Year |
9,360 |
0.01 |
31/03/18 |
 |
9,360 |
0.01 |
|
|
-360 |
0.00 |
27/04/18 |
Sale |
9,000 |
0.01 |
||
|
-725 |
0.00 |
22/06/18 |
Sale |
8,275 |
0.01 |
||
|
 |
Increase / Decrease in Shareholding during the year |
-1,000 |
0.00 |
13/07/18 |
Sale |
7,275 |
0.01 |
|
-500 |
0.00 |
23/11/18 |
Sale |
6,775 |
0.01 |
||
|
-219 |
0.00 |
08/02/19 |
Sale |
6,556 |
0.01 |
||
|
-1000 |
0.00 |
15/02/19 |
Sale |
5,556 |
0.00 |
||
|
-3,300 |
0.00 |
22/02/19 |
Sale |
2,256 |
0.00 |
||
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
2,256 |
0.00 |
|
7 |
Pankaj Shrimali |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
22,000 |
0.02 |
31/03/18 |
 |
22,000 |
0.02 |
|
-50 |
0.00 |
15/02/19 |
Sale |
21,950 |
0.02 |
||
|
-125 |
0.00 |
22/02/19 |
Sale |
21,825 |
0.02 |
||
|
 |
Increase/ Decrease in Shareholding during the year |
-1,500 |
0.00 |
08/03/19 |
Sale |
20,325 |
0.02 |
|
-120 |
0.00 |
15/03/19 |
Sale |
20,205 |
0.02 |
||
|
-200 |
0.00 |
22/03/19 |
Sale |
20,005 |
0.02 |
||
|
-1,000 |
0.00 |
29/03/19 |
Sale |
19,005 |
0.02 |
||
|
-2,955 |
0.00 |
29/03/19 |
Sale |
16,050 |
0.01 |
||
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
16,050 |
0.01 |
|
8 |
Sushil Batra |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
39,700 |
0.02 |
31/03/18 |
 |
39,700 |
0.02 |
|
1,720 |
0.00 |
16/11/18 |
ESOP Allotment |
41,420 |
0.03 |
||
|
-2,330 |
0.00 |
21/12/18 |
Sale |
39,090 |
0.03 |
||
|
 |
Increase / Decrease in Shareholding during the year |
-900 |
0.00 |
28/12/18 |
Sale |
38,190 |
0.03 |
|
-700 |
0.00 |
31/12/18 |
Sale |
37,490 |
0.03 |
||
|
-2,700 |
0.00 |
04/01/19 |
Sale |
34,790 |
0.03 |
||
|
-2,640 |
0.00 |
11/01/19 |
Sale |
32,150 |
0.03 |
||
|
-1,500 |
0.00 |
30/03/19 |
Sale |
30,650 |
0.02 |
||
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
30,650 |
0.02 |
|
9 |
Vikas Kumar Tak |
 |
 |
 |
 |
 |
 |
|
 |
At the beginning of the Year |
1 |
0.00 |
31/03/18 |
 |
1 |
0.00 |
|
 |
Increase / Decrease in Shareholding during the year |
440 |
0.00 |
16/11/18 |
ESOP Allotment |
441 |
0.00 |
|
 |
At the end of the year |
 |
 |
31/03/19 |
 |
441 |
0,00 |
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(Rs in Crore)
|
Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
 |
 |
 |
 |
|
i) Principal Amount |
153.36 |
 |
- |
153.36 |
|
ii) Interest due but not paid |
0.12 |
 |
- |
0.12 |
|
iii) Interest accrued but not due |
0.38 |
 |
- |
0.38 |
|
Total (i+ii+iii) |
153.86 |
 |
 |
153.86 |
|
Change in Indebtedness during the financial year |
 |
 |
 |
 |
|
* Addition |
20.75 |
 |
- |
20.75 |
|
* Reduction |
-62.39 |
 |
- |
-62.39 |
|
Net Change |
-41.64 |
 |
 |
-41.64 |
|
Indebtedness at the end of the financial year |
 |
 |
 |
 |
|
i) Principal Amount |
112.00 |
 |
- |
112.00 |
|
ii) Interest due but not paid |
0.07 |
 |
- |
0.07 |
|
iii) Interest accrued but not due |
0.15 |
 |
- |
0.15 |
|
Total (i+ii+iii) |
112.22 |
 |
 |
112.22l |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Rs in Lacs)
|
S.No. |
Particulars of Remuneration |
Name of MD/WTD/ Manager |
Total Amount |
|||
|
Ramesh Kumar Dua |
Mukand Lal Dua |
Nikhil Dua |
Deval Ganguly |
|||
|
1 |
Gross salary |
 |
 |
 |
 |
 |
|
 |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
120.00 |
120.00 |
93.96 |
106.95 |
440.91 |
|
 |
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 |
0.40 |
0.40 |
3.10 |
3.42 |
7.32 |
|
 |
(c) Profits in lieu of salary under section 17(3) of the Income- tax Act, 1961 |
- |
- |
- |
- |
- |
|
2 |
Stock Option |
- |
- |
- |
- |
- |
|
3 |
Sweat Equity |
- |
- |
- |
- |
- |
|
4 |
Commission |
 |
 |
 |
 |
 |
|
 |
- as % of profit |
1237.50 |
1237.50 |
- |
- |
2475.00 |
|
 |
- others |
- |
- |
- |
- |
- |
|
5 |
Others (Employers Contribution to Provident Fund) |
14.40 |
14.40 |
3.89 |
4.46 |
37.15 |
|
 |
Total (A) |
1372.30 |
1372.30 |
100.95 |
114.83 |
2960.38 |
|
 |
Ceilinq as per the Act |
10% of Net Profits of the Company as calculated under Section 198 of Companies Act, 2013 is Rs 2979 .37 Lacs |
||||
B. Remuneration to other directors
(Rs in Lacs)
|
S. No. |
Particulars of Remuneration |
Pankaj Shrimali |
Vivek Kumar |
Deepa Verma |
Kuruvila Kuriakose |
Total Amount |
|
1 |
Independent Directors |
 |
 |
 |
 |
 |
|
 |
Fee for attendinq board committee meetinqs |
4.80 |
3.50 |
3.00 |
 |
11.30 |
|
 |
Commission |
 |
- |
- |
 |
- |
|
 |
Others |
 |
- |
- |
 |
- |
|
 |
Total (1) |
4.80 |
3.50 |
3.00 |
- |
11.30 |
|
2 |
Other Non-Executive Directors |
 |
 |
 |
 |
 |
|
 |
Fee for attending board committee meetings |
 |
- |
- |
 |
- |
|
 |
Commission |
 |
- |
- |
 |
- |
|
 |
Others |
 |
- |
- |
 |
- |
|
 |
Total (2) |
 |
- |
- |
 |
 |
|
 |
Total(B)=(1+2) |
 |
3.50 |
3.00 |
 |
 |
|
 |
Ceilinq as per the Act |
1% of Net Profits of the Company as calculated under Section 198 of Companies Act, 2013 is Rs 297.94 Lacs. |
||||
|
 |
Total Managerial Remuneration (A+B) |
 |
 |
 |
 |
2971.68 |
|
 |
Overall Ceiling as per the Act |
11% of Net Profits of the Company as calculated under Section 198 of Companies Act, 2013 is Rs 3277.31 Lacs. |
||||
Note: The remuneration to Directors is within the overall limit approved by shareholders. The commission to the tune of Rs 2,50 lacs approved by the Board and payable to each Independent Director holding office on 31st March, 2019, will be paid after the approval of Financial Statements for the Financial Year 2018-19 by shareholders,Therefore, same has not been considered in above calculation.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(Rs in Lacs)
|
s. No. |
Particulars of Remuneration |
Key Managerial Personnel |
Total |
||
|
CEO |
CFO |
CS |
|||
|
1 |
Gross salary |
 |
 |
 |
 |
|
 |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
-NA- |
114.92 |
26.35 |
141.27 |
|
 |
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 |
 |
2.23 |
0.81 |
3.04 |
|
 |
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 |
 |
 |
 |
 |
|
2 |
Stock Option |
 |
4.72 |
1.21 |
5.93 |
|
3 |
Sweat Equity |
 |
 |
- |
- |
|
4 |
Commission |
 |
 |
 |
 |
|
 |
- as % of profit |
 |
 |
- |
- |
|
 |
Others |
 |
 |
- |
- |
|
5 |
Others (Employers Contribution to provident fund) |
 |
4.71 |
1.17 |
5.88 |
|
 |
Total |
 |
126.58 |
29.54 |
156.12 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
No penalties/Punishment/com poundinq of offences were levied under the Companies Act, 2013.
Annexure 'E'
FORM NO AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis during Financial Year 2018-19:
(a) Name(s)of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2. Details of material contracts or arrangements or transactions at arm's length basis during Financial Year 2018-19 :
(a) Name(s)of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any
|
 |
For and on behalf of the Board of Directors |
|
|
 |
Ramesh Kumar Dua |
Mukand Lal Dua |
|
 |
Managing Director |
Whole Time Director |
|
Delhi, May 10, 2019 |
DIN: 00157872 |
DIN: 00157898 |
Annexure 'F'
1. A brief outline of CSR Policy and projects/programs.
To endeavour for a CSR model that ensures sustained human development of the communities, associated or impacted by the business through involving them or leveraging company's strength in need-based, result oriented, and sustainable projects and to evolve and develop appropriate processes and strategies to contribute towards overall development of the society and achieve a socially responsible image of the Company. The policy is available at www.relaxofootwear.com/pdf/Corporate-Social--Responsibility-Policy.pdf. As already informed in previous years, your Company has formed a Society namely 'Relaxo Foundation"to undertake its CSR initiatives. Your Company continues to strengthen "Relaxo Foundation" in order to successfully fulfil the role of the CSR arm of the Company.
A. Education& Skill development
1) Navjyoti Remedial Education Program -
Relaxo Foundation in partnership with Navjyoti India Foundation is running a value based Remedial Education Project in Bawana, Delhi wherein 162 underprivileged children of Government schools are getting benefitted. A 'Bal Gurukul 'initiative under this project is inculcating early leadership seeds in children and in turn these children who are further teaching 320 other children in their neighborhood.
2) "Parivartan"Model School Program -
'Parivartan' is a 3-year long project with multi-pronged approach under which Relaxo Foundation, has adopted 13 Government Primary Schools of Khanpur block in Haridwar district. Project implementing partner is Plan- International (India Chapter). During reporting period, infrastructure development and wall painting work on BALA (Building As Learning Aid) for creating a learning environment and provision of water in toilets & hand washing area have been completed in 4 schools. All 13 schools have been provided safe drinking water, furniture and sports material. Furthermore, trainings to School Management Committee members on their rights and duties and teachers on Joyful Teaching have also been imparted.
Relaxo Foundation with its vision to improve guality of education in Government Schools have supported 23 schools in Haryana with smart board, furniture, ceiling fans and water cooler with RO system.
3) Relaxo Student to Scholar Program -
In Partnership with Buddy4Study, Relaxo Foundation is running scholarship awareness, application support and mentorship program for mobilizing and empowering the underprivileged children and youth in Bahadurgarh, Haryana. This program has reached to 38,500+ students offline and 26,800+ students online and completed profiling of 11,296 students. Among them 785 scholarship applications were submitted and 131 students have received scholarships of worth ~ Rs 20.00 Lacs.
4) Vocational Training Program -
Relaxo Foundation has partnered with GMRVaralakshmi Foundation to run vocational training course of 'Customer Service Associate"at their training centre, 'Centre for Empowerment and Livelihoods-Delhi. In the reporting period, 8 batches of total 223 students (148 Boys, 75 Girls) have been completed with ~ 90 % placements.
5) "Jaagriti" Project -
Project Jaagriti through Implementing Agency MAMTA Health Institute for Mother & Child is getting executed to mainstream gender component in the education system to bridge existing gender gap. The project involves 10,494 students, their parents, 200 nodal teachers and 1000 school committee members. Within a short span, encouraging results noticed and schools are becoming Gender Inclusive to ensure improved educational outcome for girls
B. Health & Hygiene
1) Smile on Wheels (SoW), Comprehensive Health Project-
Relaxo Foundation has initiated a 3-year long comprehensive health project with Smile Foundation in 14 villages (approx. 1 lac population) in Bhiwadi, Rajasthan with the objective to meet primary healthcare needs of the villagers through curative, preventive, and promotive health services at their doorstep. Project is running one Mobile Health Van, equipped with doctor, pharmacist & lab technician to provide curative health services.The project also ensures safe motherhood and healthy baby through antenatal check-ups, follow-ups through Government frontline workers and timely identification & referral services to high risk pregnancy cases. In the reporting period, 25,040 Patients (6896 Male, 8886 Female and 9258 Children) were provided curative services and 7,034 people were sensitized on health issues.
2) Project 'NAYAN' Giving Sight to the Underprivileged-
This 3-year long project is being implemented by Relaxo Foundation in partnership with Dr. Shroff's Charity Eye Hospital (SCEH) towards reducing the incidence and the backlog of avoidable blindness cases in 187 villages of Tijara block, District Alwar.Through 17 adult camps and 12 Paediatric camps, the project has screened 1,635 adults and 223 children. In FY 19, 145 cataract surgeries and 21 speciality surgeries have been done and 183 adults and 125children have been provided spectacles.The project has established a self-sustainable Vision Centre managed by local person identified and trained by SCEH. The project has also provided training to School teachers, Anganwadi, ANM, and ASHA workers to do primary level screening which is helping in timely identification of the cases. Vision Centre has started functioning and providing ophthalmic services to the patients.
3) Employee Engagement -
Employee Engagement activities have been undertaken jointly by Relaxo HR and CSR department with objective to 'leverage the skill & resources of employees for social cause and also to make them socially responsible individuals." Towards this, Relaxo Foundation has organized four initiatives viz. World Environment day, Wish Tree during Diwali for differently-abled persons from 3 NGOs, Blood Donation Camp and International Women's Day. More than 500 employees participated in all these activities to show their commitment towards social cause. This also proves that CSR is not just compliance for business but is deeply embedded in the organizational culture.
(Rs in Lacs)
2. The Composition of CSR Committee
The composition of CSR committee as on 31st March, 2019 is as follows-
|
Name |
Designation |
|
Mr. Ramesh Kumar Dua |
Chairman |
|
Mr. Mukund Lal Dua |
Member |
|
Mr. Pankaj Shrimali |
Member |
|
Ms. Deepa Verma |
Member |
c) Manner in which the amount was spent during the financial year as detailed below-
|
Details of CSR Activities undertaken by the Company: |
|||||||
|
S. No. |
CSR Projects/ activity identified |
Sector in which the project is covered/ Relevant Section of Schedule VII in which the project is covered |
Locations (s) |
Amount Outlay (Budget) Project or Activity wise (Rs in lacs) |
Amount spent on the projects or programs (rs. in lacs) |
Cumulative Expenditure up to the reporting period (Rs. in lacs) |
Amount spent: Direct or thro ugh implementing agency |
|
1. |
'Parivartan' Model School Project |
Education |
Haridwar, Ultrakhand & Hisar, Haryana |
102.89 |
95.08 |
95.08 |
Plan International (India Chapter) & Relaxo Foundation |
|
2. |
Remedial Education Program |
Education |
Delhi |
15.00 |
15.00 |
110.08 |
Navjyoti India Foundation |
|
3. |
Customer Service Associate Vocational Course |
Vocational skills |
Delhi |
6.00 |
6.88 |
116.96 |
GMR Varalakshmi Foundation |
|
4. |
Smile on Wheels (SoW) |
Healthcare |
Bhiwadi, Rajasthan |
40.01 |
35.00 |
151.96 |
Smile Foundation |
|
5. |
'NAYAN' Giving Sight to the Underprivileged |
Healthcare |
Bhiwadi, Rajasthan |
40.61 |
40.61 |
192.57 |
Dr. Shroff's Charity Eye Hospital |
|
6. |
'Jaagriti' Project |
Education |
Jhajjar & Rohtak, Haryana |
30.99 |
30.99 |
223.56 |
Mamta HIMC |
|
7. |
Kerala CM Relief Fund |
CM Relief Fund |
Kerala |
 |
52.00 |
275.56 |
Rs 50 lacs directly and Rs 2 lacs through Relaxo Foundation |
|
 |
Sub Total |
 |
 |
 |
275.56 |
 |
 |
|
 |
Administrative Expenses |
 |
 |
14.00 |
19.04 |
294.60 |
Direct |
|
 |
Total |
 |
 |
 |
294.60 |
 |
 |
# Your Company has directly contributed Rs 50,00 lacs towards Kerala CM Relief Fund and remaining amount of Rs 353,26 Lacs has been transferred to Relaxo Foundation to spend ongoing CSR projects,
6. In compliance with the CSR reguirement your Company has spent 2% of the average net profit by contributing directly and transferring the required amount to the implementing agency for multi year ongoing long term projects.
7. In FY 19, the Company has taken long term projects which will bring larger social impact in coming years.The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of your Company.
|
 |
Ramesh Kumar Dua |
|
 |
Managing Director |
|
Delhi, May 10,2019 |
DIN: 00157872 |
Â
|
3. |
Average Net Profits of the Company for the last three financial |
|
|
years: |
20,162.90 |
|
|
4. |
Prescribed CSR Expenditure : |
403.26 |
|
5. |
Details of CSR Expenditure |
 |
|
 |
a) Amount Spent: |
403 .26# |
|
 |
b) Amount Unspent : |
Nil |
Annexure 'G'
1. CONSERVATION OF ENERGY
Energy conservation is an ongoing process in your Company. Your Company is committed to invest in the latest energy efficient technologies, to conserve energy on all locations, plants and sites of the Company. As a part of Company's endeavour towards conservation of energy and prevention of energy wastage, constant improvements are undertaken in order to conserve energy on an ongoing basis.
a) The steps taken or impact on conservation of energy:
(i) The Company has started following initiatives at plants for energy conservation which has led to restrict the impact of increase in the cost of energy thereby reducing the cost of production of goods:
⢠Installed Variable drives on Calenders, energy efficient IE4 motors in pump house at one of the plants..
⢠Installed high bay LED lights at plants replacing the conventional lights.
⢠Installed Synchronisation panel to control DG operation and drive for compressors.
(ii) The Company has started following initiatives at its retail outlets for energy conservation which has led to substantial saving of its annual energy and maintenance cost :-
⢠Reduced energy consumption through using Inverter air conditioner in 200 new & existing retail outlets.
⢠Upgraded lighting fixtures in LED fixtures in 11 existing outlets and replaced old lighting fixture by LED in routine repair & maintenance.
⢠Prompted to retail outlet staff regarding awareness of energy saving.
b) The steps taken by Company for utilizing alternate sources of energy:
Switched to gas fired boilerin Bhiwadi plants, thereby adopting cleaner fuel (Gas) as earlier using biomass based pellet/briguette as Boiler fuel, causing dust pollution.
c) The capital investment on energy conservation of energy:
There was no major capital investment on energy conservation during the year.
2. TECHNOLOGY ABSORPTION
a) Efforts made towards technology
⢠Company has initiated replacement of solvent based Release agent (RA) with water based in some plants.
⢠Company has discontinued usage of DMF (Dimethyl formamide) for PU screw cleaning by more eco friendly green chemicals.
b) Benefit derived as a result of the above efforts
⢠Better Quality of products
⢠Better shop floor environment in plants
⢠Positive impact on environment
c) Technology imported during last 3 years: None
d) Expenditure on R & D : The Company has incurred expenditure of Rs 3.52 Crore through respective heads of accounts on R& D.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to export initiatives taken to increase exports, development of new export for products and export plans:
Your Company regularly participate in prestigious international exhibition and has developed markets of Asia, Middle East, Europe, Australia, Africa, South America & Oceania and these markets will increase overall export of Company in coming years. The branch office opened in Dubai in last year and restrategizing export plans is expected to give boost to export sales and expand its business to new geographies.
b) Total Foreign Currency used and earned:
(Rs in Crore)
|
Particulars |
2018-19 |
2017-18 |
|
Used |
446.60 |
312.04 |
|
Earned |
87.18 |
45.64 |
Annexure 'H'
EMPLOYEE STOCK OPTION PLAN (ESOP)
The Company had instituted the Employee Stock Option Plan 2014 (the "Plan") for employees of the Company by qrantinq shares thereunder. Accordinqly, the Plan was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.
The Plan was approved by the shareholders of the Company, on 5th Auqust, 2014, through postal ballot.The Plan provides for issue and allotment of not exceeding 900090 Equity Shares to the eligible employees of the Company and subsequent to the Bonus Issue in July 2015, the number of options available increased to 1800180. Disclosures in compliance with Employee Stock Option Plan of the Company, are set below:
Disclosure as required under SEBI (Share Based Employee Benefits) Regulations, 2014 as on 31st March, 2019 A. Summary
|
S.No Particulars |
ESOP Scheme |
|
1 Date of Shareholders Approval |
5th Aug, 2014 |
|
2 Total number of options approved under the scheme |
18,00,180 |
|
3 Date of Grants |
9th Aug, 2014 |
|
9th May, 2015 |
|
|
25th Jul, 2015 |
|
|
31st Oct, 2015 |
|
|
14th May, 2016 |
|
|
30th Jul, 2016 |
|
|
5th Nov, 2016 |
|
|
5th Aug, 2017 |
|
|
4th Nov, 2017 |
|
|
11th May, 2018 |
|
|
4th Aug, 2018 |
|
|
3rd Nov, 2018 |
|
|
4 Options Granted |
11,45,500 |
|
5 Vesting Schedule |
Minimum one year from the date of Grant |
|
6 Pricing Formula |
Closing Market price prior to the date of the meeting of Nomination & Remuneration Committee in which options are granted, on the stock exchange on which the shares of the Company are listed. In case shares are listed on more than one stock exchange then the stock exchange where the highest trading volume is recorded on the said date shall be considered. |
|
7 Maximum Term of Options Granted |
8 years from the date of Grant |
|
8 Source of Shares |
Primary |
|
9 Variation in terms of Options |
No Variations |
|
10 Method used for Accounting of ESOP |
Fair Value Method |
B. Option Movement During the year
|
S.No |
Particulars |
ESOP Scheme |
|
1 |
Options Outstanding at the Beginning of the year |
5,42,090 |
|
2 |
Number of Options Granted during the year |
61,900 |
|
3 |
Number of options vested during the year |
43,350 |
|
4 |
Number of options exercised during the year |
78,800 |
|
5 |
Total number of shares arising as a result of exercise of options |
78,800 |
|
6 |
Number of options cancelled & lapsed during the year |
55,760 |
|
7 |
Number of options outstanding at the end of the year |
4,69,430 |
|
8 |
Number of options exercisable at the end of the year |
36,550 |
|
9 |
Money realised by exercise of options during the year(Rs) |
3,16,63,157 |
|
10 |
Loan repaid by the trust during the year from the exercised price received |
- |
C. Employee-wise details of options granted to:
|
i) Senior managerial personnel : Nil |
|
ii) Employees who were granted options during the year, amounting to 5% or more of the options. |
Â
|
Name |
No. of options granted |
|
Ajay Dayal |
3,300 |
|
Amarjeet Singh Dhillon |
4,300 |
|
Kamlesh Pahlajrai Ahuja |
3,200 |
|
Neeraj Kumar Awasthi |
5,800 |
|
Om Parkash Asija |
4,800 |
|
Sumesh Sharma |
5,300 |
|
Suresh Ramachandran |
4,000 |
|
Swati Verma Bera |
4,600 |
|
Vikas Dutt |
3,900 |
iii) Identified employees who were granted option, during the year, egual or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil
|
D(i). |
Weighted average exercise price of Options granted during the year whose |
 |
|
(a) |
Exercise price equals market price (Rs) |
708.88 |
|
(b) |
Exercise price is greater than market price (Rs) |
Nil |
|
(c) |
Exercise price is less than market price (Rs) |
Nil |
|
D(ii) |
Weighted average fair value of options whose |
 |
|
(a) |
Exercise price eguals market price (Rs) |
300.27 |
|
(b) |
Exercise price is greater than market price (Rs) |
Nil |
|
(c) |
Exercise price is less than market price (Rs) |
Nil |
Â
a) The fair value has been calculated using the Black Scholes Option Pricing model. The assumptions used in the model are as follows:
b) The company has incorporated the early exercise of options by calculating expected life on past exercise behavior.
c) The volatility used in the Black-Scholes option-pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the options and is based on the daily volatility of the Company's stock price on NSE.
d) There are no market conditions attached to the grant and vest.
|
Stock Price (?) |
708.88 |
|
Volatility |
35.73% |
|
Risk free Rate |
7.75% |
|
Exercise Price (?) |
708.88 |
|
Time To Maturity (In Years) |
4.69 |
|
Dividend yield |
0.21% |
Annexure I
INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members of
Relaxo footwears Limited
1. We, B R Maheswari & Co LLP, Chartered Accountants, the Statutory Auditors of Relaxo Footwears Limited ("the Company"), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March 2019, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing (Obligation and Disclosure requirements) Regulations, 2015 (the Listing Regulations).
Management's Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This Responsibility includes the Design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.
Auditors' Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company
issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in requlations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listinq Requlations during the year ended 31st March, 2019.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Manaqement has conducted the affairs of the Company.
|
 |
For B R Maheswari & Co LLP |
|
 |
Chartered Accountants |
|
 |
Firm's Reqistration No.:001035N/N500050 |
|
 |
 |
|
 |
Sudhir Maheshwari |
|
 |
Partner |
|
Delhi, May 10,2019 |
Membership No.: 081075 |
Â
Mar 31, 2018
Dear Members,
The Board of Directors of your Company take pleasure in presenting its report on the working of the Company for the Financial Year 2017-18.
1. FINANCIAL RESULTS (Rs. in Crores)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from Operations |
1964.44 |
1651.97 |
|
EBITDA |
302.09 |
230.91 |
|
Other Income |
4.46 |
13.61 |
|
Less: Finance Costs |
8.59 |
15.03 |
|
Less : Depreciation and Amortisation Expense |
54.34 |
51.46 |
|
Profit before Tax |
243.62 |
178.03 |
|
Less: Tax Expense |
82.55 |
58.08 |
|
Profit after Tax |
161.07 |
119.95 |
|
Other Comprehensive Income |
(0.40) |
2.29 |
|
Balance brought forward from Previous year |
12.81 |
9.24 |
|
Amount available for Appropriation |
173.48 |
131.48 |
|
Appropriation: |
||
|
Final Dividend * |
12.01 |
7.20 |
|
Tax on Final Dividend * |
2.45 |
1.47 |
|
Transfer to General Reserve |
125.00 |
110.00 |
|
Balance carried to Balance Sheet |
34.02 |
12.81 |
|
EPS-Basic (in Rs.) |
13.40 |
9.99 |
|
EPS-Diluted (in Rs.) |
13.38 |
9.98 |
*Dividend Distributed during the year.
The Ind (AS) provisions were applicable on the Company w.e.f. 01.04.2017, therefore the Financial statements for FY18 and corresponding previous year were prepared as per Ind (AS).
2. BUSINESS PERFORMANCE
The key highlights of the Companyâs financial performance during the Financial Year 2017-18 are given here below:-
- Revenue from operations increased by 18.91% to Rs. 1964.44 Crores from Rs.1651.97 Crores in the last Financial Year.
- EBITDA increased by 30.82% to Rs. 302.09 Crores; with EBITDA margin increased by140 bps to15.38%.
- Net Profit increased by 34.28% to Rs. 161.07 Crores from Rs. 119.95 Crores in the last Financial Year.
- Net Profit margins increased to 8.20%.
- Total retail outlets increased from 270 to 302 during the Financial Year.
3. PERFORMANCE OVERVIEW
(A) FINANCIALS
Your Company has been able to show strong growth on the key financial metrics for the year, despite the market scenario being uncertain and increasing competition in the year. Management believes that your Company will continue its journey of profitable growth driven by the strong fundamentals of operating model, overwhelming desire to serve customers & end consumer, streamline of indirect tax laws by introduction of GST and continued focus on the long-term business plan.
- Unending focus on consumer needs and quality.
- Getting capable channel partners & superior on ground execution
- Increased presence in new / emerging channels (modern trade, e- commerce).
- Aggressive expansion in new/ under penetrated geographies.
- Continued expansion in owned retail footprint.
- Robust cost control with margin improvement initiatives
- Manufacturing excellence and quality improvement
- Implementation of value creation projects to aid bottom line improvement.
- Regular disposal of aged inventory.
- EBITDA growth driving PAT growth for the Company.
- Control over administrative and operative expenses
(B) NON-FINANCIALS - GROWTH ACROSS THE VALUE CHAIN
Consumer focus / Product Innovation
Your Company continued its relentless efforts to understand the consumer and has designed its portfolio in line with their changing tastes. Structured market research approach along with regular market sensing exercises have kept your Company abreast with consumer needs across different regional, economic and demographic strata. Our focus on in-season launches with an optimal product portfolio has enabled us to deliver right product, at right price, at right time.
Distribution architecture and footprint expansion
Your Company launched a strategic initiative to streamline the distribution network-especially in underpenetrated markets which have given us substantial incremental sales. This has laid the foundation for next wave of growth for Relaxo.
Your Company also moved away from a category led sales to a geography led sales organization structure. This allowed us to offer the full breadth of our brands to our distributor partners and providing scale in their business. The organization restructuring was carried out in a quick but streamlined manner without any market level disruptions and losing key talent.
Your Company has continued its effort to adapt its product portfolio with evolving consumer needs and trends enabling its impressive growth in FY18. Structured market research has been the corner stone of this portfolio strategy - it has helped us to better understand the customerâs typical usage occasions, key purchase drivers and identify any evolving opportunity spaces for our portfolio. All this has been achieved within the guardrails of Relaxoâs overall strategy of an âoptimal sizedâ product portfolio with high quality products.
New products are the key to sustain any growth story and our in-house design team has supported us to maintain a strong new product portfolio over the years. As a result, sales contribution from new product launches has continued to grow in FY18, across all brands -Relaxo, Flite, Sparxand Bahamas.
In parallel, your Company has continued to invest extensively in its brands with an aim to reinforce trust, drive consumer recall and sustain demand pull for our brands.
- Acclaimed celebrities such as Salman Khan and Akshay Kumar continue to be brand ambassadors for Bahamas and Sparx respectively while Shahid Kapoor & Shruti Haasan have been engaged afresh for Flite.
- Digital marketing: With an objective to connect with the younger generation, your Company has enhanced its digital marketing strategy to stimulate consumers throughout the entire purchase cycle. Widening the range of digital marketing activities, we aim to (a) Enhance product exposure via greater social media campaigns, (b) Influence consumer purchase via advocacy marketing and (c) Build consideration via advertising on e-commerce portals.
E-commerce
Increasing smartphone penetration in the country coupled with evolving shopping habits of the consumer, who looks for ease and convenience, has resulted in rapid growth of e-commerce channels. Your Company has partnered with all major e-commerce companies for sales of its products to the emerging online consumers and has posted a decent growth in FY18. While the Indian market continues to be our focus, your Company made considerable efforts to strengthen operations in international markets, with a specific focus on Middle East, Africa and Oceania. Your Company has opened branch office in Dubai to be nearer to customer. Given a strong brand recall and a widespread Indian diaspora, your Company is well positioned to capitalize on growth from these regions.
Retail
In FY18, your Company has achieved landmark target of opening 300th exclusive retail outlet. Retail continues to be instrumental in increasing brand visibility and range of products. During the year, Company has opened 8 Franchise outlets (FOFO) in eastern region on experimental basis. The initial response to this concept is encouraging.
In order to maintain optimum inventory level, retail division has focussed on store to store rotation of stock and on liquidation of aged inventory, resulting in reducing inventory days.
Procurement
Vendor Portal was launched for online registration of new vendors to improve vendors base besides facilitating existing vendors to upgrade their profiles, new products offering etc.
During the year, audit was carried out on main vendors for assessment of their infrastructure and quality control systems maintained by them. This helped in making them more aware about ourexpectations about quality in supplies. This initiative helped in rationalizing and improving vendor portfolio.
During FY18, your Company not only focused on improving the quality of products but also in improving various packaging materials.
Manufacturing
Global competition is becoming a marathon race toward a new age of advanced and âsmartâ (lean, efficient, cost effective, flexible, robotics and Al based) manufacturing. Your Company took initiatives aimed at improving productivity and optimizing manufacturing costs by applying world class manufacturing concepts like Maynard Operation Sequence Technique (M05T), yield improvement etc. in all plants. We also continued 5S journey along with safety enhancement projects for betterworking environment.
Technology
FY18 was the year of technology advancement that has put us in the top of IT adoption and compliance graph helping the Company to leverage technology in achieving its business goals.
Your Company was ready for GST rollout with backend preparation before time, which helped in its smooth implementation. We initiated implementation of SAP HANA for retail operations which will help in improving and standardizing processes. Company updated its IT landscape / Applications by deploying ATP (Advance Threat Protection) solution for data security.
ISO Certification
Relaxo has been certified by British Standards Institute (B5I) for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management 5ystem) & OHSAS 18001:2007 (Occupational Health & Safety Assessment Series) till June 2020. The Quality, Environmental and Safety Policy symbolizes the organizationâs commitment towards improving product and process quality, protecting mother nature and safeguarding the people working for and on behalf of the organization.
People Focus
HR function has taken following key initiatives in FY18:
a) Recruitment: Your Companyâs sales and capabilities are growing at a rapid pace. We drove a series of initiatives to improve quality and speed in hiring sales team by introducing new recruiters and created bench strength for the function. Your Company has created a pool of future leaders by hiring management trainees from top B-Schools and engineering institutes. 5everal initiatives were taken for employer branding by communicating company philosophy & culture through social media and guest lectures in premium campuses.
b) Employee Stock Options Plan (ESOP): Second phase of RFL ESOP PLAN -2014 was launched during the year. The 2nd phase of ESOP Plan was introduced encompassing more employees in its ambit and accordingly options were granted to them during the year.
c) Grievance Handling: Your Company has continued to spread awareness about the mechanism and facilities for grievance handling. We have a toll free helpdesk number and a dedicated email wherein the employees can report their grievances, which are thoroughly investigated and closed as per TAT (turn around time) defined in the policy.
d) Training and Development: Your Company has continued to impart need based functional and behavioral trainings to employees during FY18.
e) Employee Engagement: Your Company has focused on creating a congenial workplace & employee engagement by initiating family connect programs, skip level interaction sessions and health & wellness camps.
4. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companyâs business, internal controls and their adequacy, risk management systems and other material development during the Financial Year.
5. DIVIDEND
Board of Directors in their meeting held on 11th May, 2018 have recommended a final dividend of 150% i.e.Rs. 1.50 per equity share for the Financial Year ended 31st March, 2018. The Proposed Dividend is subject to the approval of shareholders at the Annual General Meeting to be held on 27th September, 2018.
6. TRANSFERTO RESERVE
We propose to transfer Net Profit of Rs. 125.00 Crores to the General Reserve. An amount of Rs. 34.02 Crores is proposed to be retained in profit & loss account.
7. PUBLIC DEPOSITS
Your Company has not invited or accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from public during theyear under review.
8. BUSINESS RESPONSIBILITY REPORT (BRR)
In Compliance with the provisions of Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 read with Circular No CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRR in the prescribed format for the Financial Year ended March 31,2018, which forms an integral part of this report.
9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES
In accordance with 5ection 178 of the Companies Act, 2013 read with rules issued thereunder and SEBI laws, the Board of Directors at their meeting held on 10th May, 2014 formulated the Nomination & Remuneration Policy of your Company. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this report. The Nomination and Remuneration Policy is available on the website of the Company at the following link http://www.relaxofootwear.com/pdf/Nomination-and-remuneration-policy.pdf.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)in respect of Directors / Employees of your Company is set out in Annexure-A to this report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During Financial Year 2017-18, Mr. Nikhil Dua was reappointed as Whole Time Director for a period of three years w.e.f. 1st October, 2017 by the shareholders in the Annual General Meeting held on 21st September, 2017.
Mr. Ramesh Kumar Dua, Managing Director and Mr. Mukand Lai Dua, Whole Time Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for reappointment.
Your Directors recommend their re-appointment as the Directors of the Company.
Pursuant to the provisions of Sections 195,197,198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and on the recommendations of Nomination and Remuneration Committee and the Board of Directors, Mr. Ramesh Kumar Dua, whose term as Managing Director shall expire on 31.03.2019, is proposed to be re-appointed as a Managing Director of the Company for a period of 5 (five) years with effect from 01.04.2019 to 31.03.2024, and subject to retirement by rotation, on the terms and conditions including remuneration as set out in the explanatory statement annexed to the notice convening the ensuing AGM.
Pursuant to the provisions of Sections 195,197,198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and on the recommendations of Nomination and Remuneration Committee and the Board of Directors, Mr. Mukand Lai Dua, whose term as Whole Time Director shall expire on 31.03.2019, is proposed to be re-appointed as a Whole Time Director of the Company for a period of 5 (five) years with effect from 01.04.2019 to 31.03.2024, and subject to retirement by rotation, on the terms and conditions including remuneration as set out in the explanatory statement annexed to the notice convening the ensuing AGM. He is also going to attain age of 70 years during the proposed tenure.
Pursuant to the provisions of Sections 195,197,198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and on the recommendations of Nomination and Remuneration Committee and the Board of Directors, Mr. Deval Ganguly, whose term as Whole Time Director shall expire on 04.11.2018, is proposed to be reappointed as a Whole Time Director of the Company for a period of 3 (three) years with effect from 05.11.2018 to 04.11.2021, and subject to retirement by rotation, on the terms and conditions including remuneration as set out in the explanatory statement annexed to the notice convening the ensuing AGM.
The first term of Independent Directors Mr. Pankaj Shrimali, Mr. Vivek Kumar and Mr. Kuruvila Kuriakose shall expire on 31.03.2019. They have shown their interest to continue as Independent Directors for the next term of five years. On the recommendation of Nomination and Remuneration Committee and Board of Directors recommendation has been made to members for appointment of Mr. Pankaj Shrimali, Mr. Vivek Kumar and Mr. Kuruvila Kuriakose as Independent Directors of the Company for the next term of 5 (five) years with effect from 01.04.2019 to 31.03.2024 in the ensuing AGM.
A brief resume of the Directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, committee membership/s / chairmanship/s, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM. The Board of Directors recommend their re-appointment at the ensuing AGM.
11. ANNUAL EVALUATION OF BOARDâS PERFORMANCE
In terms of provisions of Companies Act, 2013 read with Rules issued thereunder and SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2017-18. Directors were evaluated on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings. During the year Company engaged renowned consultants to reset the parameters for performance evaluation of Board, Director(s) and Committees which helped in settingtheguidelinesforevaluation.
The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.
The committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of committee composition and effectiveness of meetings. The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.
The Independent Directors performance evaluation was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
12. NUMBER OF MEETINGS OFTHE BOARD
The Board met five times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings was within the period prescribed by the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and Secretarial Standard-1 (SS-1).
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(G) of the Companies Act, 2013.
14. TRAINING OF INDEPENDENT DIRECTORS
The Company makes presentation to the new Independent Directors about the strategy, operations, plants, products, organization structure, finance, human resource and facilities. During the year, Company had arranged presentations for the Independent Directors, on business operating plans, capital expenditure plans, HR policies, retail business, GST, Ind (AS), merger laws and compliance process.
Further at the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role function, duties & responsibilities as an Independent Director. The format of the letter of appointment is available on our website http://www.relaxofootwear.com/terms-conditions.aspx.
15. DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 with regard to Directorâs Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. AUDITORS
The Statutory Auditors of the Company M/s B R Maheswari & Co LLP, Chartered Accountants were appointed during the year for a period of five years and will hold office till 38th Annual General Meeting subject to 5ection 139 and other applicable provisions of Companies Act, 2013 to be held in year 2022 subject to the annual ratification by members, if required at every Annual General Meeting.
The Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, dispensed with the requirement of ratification of appointment of Statutory Auditors at every AGM. Accordingly, the proposal for ratification of appointment of Statutory Auditors is not forming part of the Notice convening ensuing Annual General Meeting of the Company.
17. AUDITORSâREPORT
The Auditorâs Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remarks. The observation of the Auditors on the Accounts for the year under report have been suitably explained in the Notes to Accounts and do not require any further clarification.
18. SECRETARIAL AUDITOR
Pursuant to the provisions of Section- 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modifications(s) or re-enactment(s) thereof for the time being in force) your Company appointed M/s Vivek Arora, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 forms part of the Annual Report as Annexure-B to this Report.
19. ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 in accordance with 5ection 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure-C to this report.
20. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of the business and on the armâs length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ) and SEBI (LODR) Regulations, 2015. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions that would have required Shareholders approval under Regulation 23 of SEBI (LODR) Regulations, 2015.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.relaxofootwear.com/pdf/Policy-for-Transactions-with-related-Parties.pdf.
Your Directors draw attention of the members to Note No. 47 to the Financial Statements which sets out related party disclosures.
The form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) is set out as Annexure-D to this Report.
21. MERGERS AND AMALGAMATIONS
Your Company had filed a petition with National Company Law Tribunal (NCLT) Delhi for amalgamation of M/s Marvel Polymers Private Limited and M/s Relaxo Rubber Private Limited with your Company along with its shareholders and creditors. During FY18, your Company has obtained necessary approvals from stock exchanges NSE&B5E.
22. DETAILS OF LOANS, GUARANTEES & INVESTMENTS
The details of loans, guarantees and investments under 5ection 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows :-
a) Details of investments made by the Company as on 31st March, 2018 (including investments made in previous years).
(i) Investment in equity shares : Rs. 20.00 Lacs
(ii) Investment in debt instruments : Rs. 50.00 Lacs
b) Details of loans given by the Company : Nil
c) There are no guarantees issued by your Company in accordance with 5ection 186 of the Companies Act, 2013 read with the Rules issued thereunder.
23. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has adopted a Risk Management Policy which establishes various levels of accountability within the Company. The policy also ensures effective risk management systems to carry out risk assessment and also to document risk mitigation plans. In addition, all the key risks get continuously deliberated and discussed during business review meetings. Company has taken many initiatives to further strengthen the GRC framework at Relaxo which includes automation of compliance monitoring, litigation management and documentation of Delegation of Authority (Operational / Financial). The Company has benn taking necessary steps to mitigate foreseeable business risks. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status. Business risk evaluation and management is an ongoing and continuous process within the Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company believe that the collective development of all the stakeholders especially the people at the bottom of the pyramid is prerequisite for the sustainability & the holistic development of the business.
The CSR Vision of your Company is to ensure sustained human development of the most deprived communities by involving them & leveraging Companyâs strength in need-based, result-oriented, and sustainable projects.
Your Company has decided to work under two thrust areas, âEducation & Skill developmentâ and âHealth & Hygieneâ, primarily with the underprivileged communities living in the vicinity of Relaxo locations. However, being one of the most popular household brand Relaxo has presence across India therefore, your Company intends to work beyond these geographical boundaries.
Presently, Relaxo Foundation is running six projects in four different locations. During the reporting period, the activities of the Foundation have directly impacted more than 20,000 individuals. However, the indirect reach has been much more.
The rationale and strategy under both thrust areas are mentioned below-
a) Educations Skill Development
Relaxo Foundation is undertaking projects both in the rural and urban areas towards ensuring the holistic development of the underprivileged children through an integrated approach. The short-term goal of the education program is to improve the quality of education & learning outcome of the Government school students. However, the long-term goal is to create a model of school-led-individual & community-development, wherein through school the other aspects of the community can be addressed like health, gender, local self-governance, livelihood etc., so that the entire community could be uplifted. Along with school education, Relaxo Foundation is also providing Vocational training to school and college drop-out underprivileged youth.
During the year under review, your Company has initiated three projects under Education & Skill Development viz. project âModel Schoolâ in 13 Primary schools of Khanpur Block in Haridwar District of Uttarakhand; âStudent to Scholarâ program in Bahadurgarh and a retail sector specific vocational training course in Delhi.
b) Health & Hygiene
Availability, accessibility and affordability of health services is a huge challenge for the socio-economically backward communities that lead to higher morbidity and mortality. Also, in India, the Non-Communicable Diseases are on a rise which are the life style disorders and an emerging National Health challenge. Relaxo Foundation believes that protection from diseases not only ensure survival but can contribute significantly in the economic growth and prosperity of an individual, family and the Nation at large.
Through Need assessment, Bhiwadi emerged as the most deprived area in terms of availability and accessibility of health services. Therefore, in the reporting period, Relaxo Foundation has initiated two extensive projects involving both curative and preventive healthcare services. One project is âSmile on Wheel (Comprehensive Health Care)â addressing the general health needs of the community and the other project is âNayanâ towards preventable blindness covering the entire Tijara Block of Alwar District.
In FY18, the focus of your Company was more on developing the strategy and laying down strong foundation for the Relaxo CSR so that the amount could be spent on impactful and sustainable projects. Along with this, the Foundation adopted consultative process to finalize the projects and did stringent due diligence process for the identification of the Implementing Partners. The time invested in this whole process, resulted in the delay of project initiation that lead to underspent of CSR budget. However, a significant amount has been allocated and other projects are under consideration. Considering the progress, your Company is confident to increase CSR spending in the next financialyear.
Detailed report of all the on-going CSR projects is mentioned in Annexure-E.
25. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on March 31, 2018 comprises of the following Directors:
Mr. Pankaj Shrimali (Chairman & Independent Director), Mr. Kuruvila Kuriakose (Independent Director), Mr. Vivek Kumar (Independent Director) and Mr. Nikhil Dua (Executive Director).
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
26. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI Laws. The copy of the policy is available at Companyâs website at http://www.relaxofootwear.com/pdf/Vigil-Mechanism-Policy.pdf.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a gender neutral policy on prevention, prohibition and redressal of sexual harassment at workplace.
An Internal Committee (1C) is available at each of the units and offices of the Company as per the requirements of the law. The 1C is responsible for redressal of complaints related to sexual harassment as well as to create a preventive environment across the organization. The Company conducts sensitization / awareness sessions on a regular basis so as to create a free and fair working environment.
The 1C received one complaint of Sexual Harassment during the year under review and the same was disposed off as per the provisions of law. It is our constant endeavour to ensure that we provide harassment free, safe and secure working environment to all employees specially the women. We are proud to inform that our female workforce feels happy and safe while working at Relaxo.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
29. CREDIT RATING
During the year under review, ICRA has upgraded Long term rating of the Company to ICRA AA- (stable outlook) from ICRA A (positive outlook). During the year, ICRA has reaffirmed shortterm rating of the Company as A1 which is the highest rating for the product. ICRA has also reaffirmed A1 top notch rating to the Company for Commercial Paperof Rs. 50.00 Crores
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed underthe Act, are provided in Annexure-Ftothis Report.
31. EMPLOYEES STOCK OPTION PLAN
During the year, 223,370 options were exercised by the employees after vesting. Accordingly, the Company has made allotment of 223.370 equity shares on 4th November, 2017 against the options exercised by the employees. Company launched 2nd tranche of Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â) during the year and granted 494,200 options in 2 tranches to eligible employees of the Company.
During the Financial Year 2017-18, there has been no change in the Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
The details as per the requirements of SEBI Guidelines are annexed and form part of this Report as Annexure-G.
32. CHANGE IN SHARE CAPITAL
During the year under review, the Company has issued and allotted 223.370 equity shares of Rs.1.00 each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN -2014) thereby increasing the paid up share capital by Rs. 223,370/-.
33. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place well defined and adequate Internal Financial Control framework which is independently evaluated by external agency apart from periodic evaluation by in-house Internal Audit function for necessary improvement, wherever required. The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports which ensures regulatory and statutory compliances along with safeguarding of investors interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. A CEO and CFO Certificate Included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company. The Audit Committee reviews the effectiveness of the internal financial control framework in the Company.
34. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Regulation 33(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification is attached herewith the Annual Report which confirms the existence of effective internal control systems and procedures in the Company. The Managing Director and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
35. TRANSFERTO UNCLAIMED SHARES
As per the provisions of Regulation 39(4) of the Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in a âUnclaimed Suspense Accountâ of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares. It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said âUnclaimed Suspense Accountâ and the voting rights on these shares shall remain frozen until the rightful owner claims the shares.
Shareholders who have not yet claimed their shares, are requested to immediately approach the Registrar & Transfer Agents of the Company by forwarding a request letter duly signed by all the joint holders furnishing self attested copies of their complete postal address along with PIN code, a copy of PAN card along with proof of address and for delivery in demat form, a copy of Demat Account -Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner. The summary of âUnclaimed Suspense Accountâ during the year is given hereunder:
|
S. No. |
Particulars |
No of shareholders |
No of equity shares held |
|
1. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account at beginning |
47 |
118,110 |
|
2. |
Number of shareholders along with shares held who approached the Company for transfer of shares from the suspense account during the year |
2 |
8,000 |
|
3. |
Number of shareholders along with shares held to whom shares were transferred from the suspense account during the year |
2 |
8,000 |
|
4. |
Transfer of shares to IEPF Account |
18 |
70,025 |
|
5. |
Aggregate number of shareholders and the outstanding shares lying in the suspense account at the end of the year. |
27 |
40,085 |
36.CORPORATEGOVERNANCE
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms an integral part of the Report. The requisite certificate from the Statutory Auditors of the Company M/s. B R Maheswari 6 Co LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance is attached to the Report of Corporate Governance as Annexure-H.
37. OTHER DISCLOSURES
(A) Dividend Policy: Your Company intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company. The Company has formulated a Dividend Policy in accordance with SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015 (hereinafter âLODR Regulationsâ) and the same is available on your Companyâs website: www.relaxofootwear.com /pdf/Dividend-Policy.pdf.
(B) The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
(C) The Company affirms that the annual listing fees for the year 2018-19 to both National Stock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange) has been paid.
(D) During the year, pursuant to the provisions of Section-138 of the Companies Act, 2013, your Company has appointed Deloitte Haskins & Sells LLP (Deloitte) as Internal Auditors for FY19 in addition to existing in -house Internal Audit Department.
38. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Companyâs shareholders, business partners and suppliers for their understanding and support. The Directors also take this opportunity to thank Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Finally, Your Directors acknowledge the dedicated services rendered by all employees of the Company.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lai Dua
Managing Director Whole Time Director
Delhi, 11th May, 2018 DIN :00157872 DIN :00157898
Mar 31, 2017
Dear Members,
The Board of Directors of Your Company take pleasure in presenting its report on the working of the Company for the Financial Year 2016-17.
1. FINANCIAL RESULTS (Rs. in Crores)
|
Particulars |
2016-17 |
2015-16 |
|
Revenue from Operations |
1739.84 |
1711.81 |
|
EBITDA |
244.29 |
239.88 |
|
Other Income |
3.73 |
3.46 |
|
Less: Finance Cost |
15.18 |
22.89 |
|
Less: Depreciation and Amortization Expenses |
51.48 |
47.12 |
|
Add : Exceptional Item |
- |
4.26 |
|
Profit before Tax |
181.36 |
177.59 |
|
Less: Tax Expenses |
58.39 |
57.31 |
|
Profit after Tax |
122.97 |
120.28 |
|
Balance brought forward from Previous year |
2.67 |
1.06 |
|
Amount available for Appropriation |
125.64 |
121.34 |
|
Appropriation: |
||
|
Final Dividend* |
- |
7.20 |
|
Tax on Final Dividend* |
- |
1.47 |
|
Transfer to General Reserve |
110.00 |
110.00 |
|
Balance carried to Balance Sheet |
15.64 |
2.67 |
|
EPS-Basic (in Rs.) |
10.24 |
10.02 |
|
EPS-Diluted (in Rs.) |
10.23 |
10.00 |
2. BUSINESS PERFORMANCE
The key highlights of the Companyâs financial performance during the Financial Year 2016-17 are given here below:-
- Revenue from operations increased by 1.64% to Rs. 1739.84 Crores from Rs. 1711.81 Crores in the last Financial Year.
- EBITDA increased by 1.84% to Rs. 244.29 Crores; EBITDA margins increased by 3 bps to 14.04%.
- Net Profit increased by 2.24% to Rs. 122.97 Crores from Rs.120.28 Crores in the last Financial Year.
- Net Profit margins increased to 7.07%.
- Total retail outlets increased from 250 to 270 during the Financial Year.
3. PERFORMANCE OVERVIEW
(A) FINANCIALS
Your Company has been able to maintain marginal growth on the key financial metrics for the year, despite the market scenario being uncertain, sluggish market demand and competitive activity increasing in the year and the effect of demonetization. Management believes that your Company will continue its journey of profitable growth driven by the strong fundamentals of operating model, overwhelming desire to serve customers and the end consumer and continued focus on the long term business plan.
- Sustained focus on consumer needs and quality.
- Aggressive Expansion in new / under - penetrated geographies.
- Increased presence in new / emerging channels (Modern Trade, E- Commerce).
- Investment on strengthening brands.
- Robust cost control with margin improvement initiatives.
- Manufacturing Excellence and Quality Improvement.
- Strategic procurement of material to maintain profitability.
- Disposal of non productive assets and old Inventory.
(B) NON-FINANCIALS - GROWTH ACROSS THE VALUE CHAIN Consumer focus/ Product Innovation
Your Company continued its relentless efforts to understand the consumer and has designed its portfolio in line with their changing tastes. Structured market research approach along with regular market sensing exercises have kept your Company abreast with consumer needs across different regional, economic and demographic strata. Our focus on inseason launches with an optimal product portfolio, has enabled us to deliver right products at right price points at the right time. All our brands - Relaxo, Flite, Sparx and Bahamas were able to benefit from our revised approach on building a targeted portfolio.
New product development is the key driver of consistent growth for your Company. We have a very strong in-house design capability; whose endeavor is to constantly innovate techniques to provide cutting edge products at reduced costs. We are also looking to partner with global design houses to enhance our design capabilities and launch cutting edge designs in the Indian market.
We are bullish on the growth potential from organized retail and e-commerce platforms and have developed a dedicated portfolio to ensure a healthy topline contribution from them, with minimal impact to conventional trade channels. This has been a successful strategy for FY17 and continues to be a focusareaforFY18.
Trust in the brand is essential for its growth and we intend to invest heavily to ensure that this objective is met.
- We have engaged Shahid Kapoor & Shruti Haasan as brand ambassadors for Flite, in addition to Salman Khan & Akshay Kumar who are already endorsing Bahamas and Sparx brands respectively.
- During the year, your Company has revamped the â Relaxoâ logo. With 40 years of trendsetting footwear, the new Relaxo embraces the dynamic value of young India : Transformation, Optimism & Positive energy. With the Steadfast commitment, your Company is geared to meet quality and choice expectations of trendsetting young India. The new look of logo reflects the brandâs dynamism by forward slanting letters in Berry Blue and Sunny Yellow, while the wave signifies effortless movement towards progress.
- During the year, your Company has also revamped logo of âBahamasâ to enhance in market brand visibility while retaining its youthful appeal.
- The company has also re-designed its website, in order to target the modern consumer and to extend the companyâs reach to a larger consumer base.
Sales Channel Development
We have successfully implemented end-to-end distributor and retailer programs to improve engagement levels and connect with our channel partners. The distributor engagement program has delivered incremental and sustainable benefits to Relaxo while ensuring a healthy relationship with our channel partners. The retailer based loyalty program has helped in establishing direct connect with retailers and in rewarding their efforts in promoting Relaxo brands. We are also working towards having exclusive distributors going forward, in order to increase penetration while ensuring viability and ROI for our channel partners.
We continue to believe Flite PU to be a brand with high potential and have setup initiatives to improve product offerings, manufacturing standards and overall market presence. We will continue to focus on Flite PU brand in FY18. We have also effectively enhanced our distribution coverage both by strengthening the presence in current regions and expanding across new regions.
While the Indian market continues to be our focus, your Company spent considerable efforts last year to strengthen operations in international markets, with a specific focus on Middle East, Africa and Oceania. Given a strong brand recall and a widespread Indian diaspora, your Company is well positioned to capitalize on the next wave of growth from these regions.
Retail
Retail continues to remain instrumental in increasing brand visibility with its 270 stores spread across North and Western India. We have put in a lot of efforts in strengthening the back end retail infrastructure by improving inventory control and building a flexible supply chain. We have also been successful in adapting changes in technology to upgrade our ERP and reporting platforms. This has led to improved visibility across the system and is supporting better decision making.
Our structured store expansion has helped strengthen the Relaxo brand and facilitate a strong connect of the company with the end consumer.
- During FY17, your Company opened net 20 new Retail Outlets across India and also started its retail operations in the states of Madhya Pradesh, Himachal Pradesh and Chandigarh. Our new stores are larger in size with adequate space to enhance the consumerâs shopping experience and to ensure visibility of our entire range.
- The company also launched the e-wallet payment mode at all Retail outlets to support cashless payments. Additionally, your Company has also launched its online shopping mobile application to cater to consumers who prefer online buying.
- Your Company also opened few value stores to liquidate SLOB inventory, by offering high quality products at discounted prices to consumers.
As a next step in our retail journey, we are working on evaluating a franchise based model in order to add greater scale to our retail business. This will be a major initiative for your Company in FY18.
Procurement
- Your Company was able to manage the material cost owing to effective monitoring of the raw material expenses and despite significant volatility in the commodities market, particularly in Q4 last year.
- We were able to leverage technology for procurement by using e-auction platform which resulted in cost reduction and improved efficiency.
- Extensive vendor audits were conducted during the year with a focus on improving the quality of input materials and ensuring standard and world class processes at our vendor premises.
- A new Centralised service procurement vertical has also been created for effective control and improvement of quality of services. The revised processes will deliver significant results in the next year.
Manufacturing
In order to support sustainable and profitable growth, we continue to take steps towards manufacturing excellence across key production units. We have been improving productivity and reducing manufacturing costs, year-on-year, with the help of world class manufacturing concepts like Lean Manufacturing and Maynard Operation Sequence Technique (MOST). We have been successful in controlling manufacturing costs by optimizing manpower utilization, energy consumption and rationalizing miscellaneous, capital & operational expenses. Training & capability development programs for the workforce were implemented to improve operational effectiveness at manufacturing facilities.
Thanks to globalization and increased competitiveness, many international footwear brands are moving their contract manufacturing requirements from China to India. Relaxo is well positioned to capitalize on this transition and become a reliable partner for these brands. Branded label contract manufacturing will help your company to improve capacity utilization and improve in-house capability vis-^-vis manufacturing processes.
Technology
Technology is the backbone of your Company and helps in integrating various functions on one platform, thereby, providing efficiencies in operations.
Last year was a year of enhancement in process and customer experience by leveraging the use of IT. Your Company took various steps to leverage the use of information technology to automate the business processes which has put us in the top of business automation adoption graph.
- We have enabled end-to-end traceability of our product using automation and mobile technology to make our customer empowered to find the genuineness of our product.
- Steps were taken towards reaching closer to our end customer by establishing the robust feedback mechanism at our retail stores.
- Keeping in line with technological trends we are moving closure towards our partners (Vendors/Customers) by means of digitization to bring more agility, transparency and dependability.
- The company has also put in significant efforts in ensuring that its backend systems are GST ready to support a smooth transition in FY18.
- Keeping in line with the technology trends, we are moving towards cloud based solutions to improve overall system resilience and accessibility.
- Your Company has also initiated the implementation of SAP Success Factorâs Employee Central and Compensation Modules which will help us in exercising better headcount controls, AOP monitoring and will help us in reducing time and efforts involved in rolling out revised salary post PMS exercise.
Supply Chain Optimization
Supply chain remains one of the key areas for enabling growth of Your Company. Focused initiatives have been implemented towards improvement in utilization of existing distribution network and optimizing inventory. In order to service our channel partners faster and better, Regional Distribution Center (RDCs) operations have been further strengthened.
We plan to continue to ensure close coordination between Manufacturing, Supply Chain and Sales to ensure on-time fulfilment of demand while maintaining optimum inventory levels. We also plan to continue focusing on fulfilling requirements of our non-distribution channels like Modern Trade, Retail and Exports.
We have also initiated work on restructuring our distribution network to optimize costs, considering the upcoming GST regime.
ISO Certification
Your Company has embarked on a journey of getting certified for OHSAS 18001:2007 (Occupational Health & Safety Assessment Series) which mainly covers Workplace Safety, Employee Health & General Hygiene. Various requirements like Hazard Identification and Risk Assessment (HIRA), Emergency Management Plan (on site) and testing through mock-drills and Legal Compliances (covering all applicable Acts and Rules, mainly Factoryâs Act, 1948) were addressed for the purpose of certification.
Relaxo has been recommended by BSI for ISO 9001:2015, ISO 14001:2015 & OHSAS 18001:2007 certification till June 2020.
People Focus
Over the last year, the HR function in your Company has innovated ceaselessly, learned rapidly and continuously to take on new strategies comfortably. Following key initiatives were delivered in FY17:
a) Recruitment: Your Companyâs sales and capabilities are growing at a rapid pace. We drove a series of initiatives to improve quality and speed of hires in the front line sales team by introducing Thomas Internationalâs recognized psychometric tool- DISC Profiling. All the candidates recruited for the position of Area Sales Managers & Regional Sales Managers have to clear this evaluation as a prerequisite to get selected and offered.
b) Employee Stock Options Program (ESOP): Select group of employees, depending upon their nature of job and criticality of the position that they handle, were granted shares in 2015 under the ESOP 2014 scheme (RFL ESOP PLAN -2014). Shares were vested in August 2016 as per the policy.
c) Campus Hiring: Your Company is focused on creating a pool of future leaders, We have recruited Management Trainees & Graduate Engineering Trainees from leading B-Schools and Engineering Institutes to infuse fresh blood in the Organization.
d) Grievance Handling: Your Company has rolled out Employee Grievance handling policy with full scale communication to workmen and staff. To institutionalise the mechanism and facilitate the employees, we have a toll free helpdesk number and a dedicated Email wherein the employees can report their grievances. All grievances are thoroughly investigated and closed as perturn around time (TAT) defined in the policy.
e) Training and Development: Your Company has imparted various functional and behavioral trainings across departments. All the employees in sales were trained as part of Sales Capability Development Program. The program focus on imparting relevant selling skills, market development skills, sales forecasting, secondary sales development, sales planning, etc.
f) Leadership Development: Crucibles, a Leadership Development Program, is a fine mix of Classroom Trainings, On the Job Cross Functional Projects and Coaching sessions aimed at developing leaders from within Relaxo. Under Crucibles we have sent senior employees for programs in IIM- Ahmedabad & IIM-Indoreto upgrade themselves on leadership skills.
4. MANAGEMENT DISCUSSION & ANALYSIS REPORT.
The Management Discussion & Analysis Report forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companyâs business, internal controls and their adequacy, risk management systems and other material development during the Financial Year.
5. DIVIDEND
Board of Directors in their meeting held on 12th May, 2017 have recommended a final dividend of 100 % i.e. Rs. 1.00 per equity share for the Financial Year ended 31st March, 2017. The Proposed Dividend is subject to the approval of shareholders at the Annual General Meeting to be held on 21 âSeptember, 2017.
6. TRANSFER TO RESERVE
We propose to transfer Net Profit of Rs. 110.00 Crores to the General Reserve. An amount of Rs. 15.64 Crores is proposed to be retained in profit & loss account.
7. PUBLIC DEPOSITS
Your Company has not invited or accepted any Deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 from Public during the year under review.
8. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms an integral part of the Report. The requisite certificate from the Statutory Auditors of the Company M/s Gupta & Dua, Chartered Accountants, confirming compliance with the conditions of Corporate Governance is attached to the Report of Corporate Governance.
9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES
In accordance with Section 178 of the Companies Act, 2013 read with rules issued thereunder and SEBI laws, the Board of Directors at their meeting held on 10lh May, 2014 formulated the Nomination & Remuneration Policy of your Company. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The Nomination and Remuneration Policy is available on the website of the Company at the following link http ://www.relaxofootwear.com/pdf/Nomination-and-remuneration-poiicy. pdf.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is set out in Annexure -A to this Report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During Financial Year 2016-17, Mr. Nikhil Dua was reappointed as Whole Time Director for a period of one year w.e.f. 1st October, 2016 by the Shareholders in the Annual General Meeting held on 15th September, 2016.
Mr. Deval Ganguly, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
Your Directors recommend his appointment as the Director of the Company.
The term of Mr. Nikhil Dua as Whole time Director is going to expire on 30th September, 2017. He is to be reappointed for another term of 3 years w.e.f. 1st October, 2017 if approved by Shareholders in the forthcoming Annual General Meeting.
11. ANNUAL EVALUATION OF BOARDâS PERFORMANCE
In terms of provisions of Companies Act, 2013 read with Rules issued thereunder and SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2016-17. Directors were evaluated on their contribution at Board / Committee Meetings and guidance/ support to the management outside Board/Committee Meetings.
The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The Independent Directors performance evaluation was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
12. NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings was within the period prescribed by the Companies Act, 2013, SEBI (LODR) 2015 and Secretarial Standard-1 (SS-1).
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
14. TRAINING OF INDEPENDENT DIRECTORS
The Company makes presentation to the new Independent Directors about the Companyâs strategy, operations, plants, products, organization structure, finance, human resource and facilities. During the year. Company had arranged presentations for the Independent Directors, on the Business Operating Plans, Capital Expenditure Plans, Business Strategy, HR Policies, Compliance Process.
Further at the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his/her role function, duties & responsibilities as an Independent Director. The format of the letter of appointment is available on our website http://www.relaxofootwear.com/terms-conditions.aspx
15. DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 with regard to Directorâs Responsibility Statement, it is hereby confirmed that
a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are liable to retire.
The Board of Directors on the recommendation of Audit Committee, have recommended the proposal to appoint M/s B.R. Maheswari & Co LLP, Chartered Accountants, as Statutory Auditors of your Company upto the conclusion of 38th Annual General Meeting subject to Section 139 and other applicable provisions of Companies Act, 2013.
The Company has received a certificate from the Auditors to the effect that the ratification of appointment, if made, would be in accordance with limits specified by the Companies Act, 2013 and that, they meet the criteria of independence. The proposal of their ratification is included in the notice of ensuing Annual General Meeting.
17. AUDITORSâREPORT
The observation of the Auditors on the Accounts for the year under report have been suitably explained in the Notes to Accounts and do not require any further clarification.
18. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Vivek Arora, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2016-17.The Secretarial Audit Report for the Financial Year 2016-17 forms part of the Annual Report as Annexure-B to the Boardâs Report.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - C to this Report.
20. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of the business and on the armâs length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ) and SEBI (LODR) Regulations 2015. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions that would have required Shareholders approval under Regulation 23 of SEBI (LODR) Regulations 2015.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.relaxofootwear.com/pdf/Policv-for-Transactions-with-related-Parties.pdf.
Your Directors draw attention of the members to Note No. 31 to the Financial Statements which sets out related party disclosures.
The form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this Report.
21. DETAILS OF LOANS, GUARANTEES & INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows :-
a) Details of investments made by the Company as on 31st March, 2017 (including investments made in previous years).
(i) Investment in equity shares : Rs. 20.00 Lacs
(ii) Investment in debt instruments : Rs. 50.00 Lacs
b). Details of loans given by the Company: Nil
c). There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.
22. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has adopted a Risk Management Policy which establishes various levels of accountability within the Company. The policy also ensures appropriate and effective risk management systems to carry out risk assessment and to document risk mitigation plans. In addition, all the key risks get continuously deliberated and discussed during business review meetings. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has been taking necessary steps to mitigate foreseeable business risks. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee.
23. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Your Company has constituted a Corporate Social Responsibility Policy to meet the social objectives of the Company. During the year, Relaxo attempted to strengthen the Relaxo Foundation (Special Purpose Vehicle) which initiated projects which focused on promotion of education, health & skill developement. Relaxo Foundation also built one Public Toilet at Bahadurgarh in partnership with a NGO to create awareness and promote the social agenda (i.e. Swach Bharat Abhiyan).
Pursuant to the provisions of Companies Act, 2013 and applicable Rules, the detailed Report on CSR activities has been annexed to this Report as Annexure-E.
As part of its Corporate Social Responsibility (CSR) initiatives, your Company is working with the underprivileged communities surrounding the Relaxo Plants at Bhiwadi, Bahadurgarh and Delhi under the thrust area of Education, Health and Livelihood.
During the year, Relaxo attempted to strengthen the Relaxo Foundation in order to successfully fulfill the role of the CSR arm of the Company. A Need Assessment Survey was conducted by an external agency to guide the Company to make long term strategies in selection of CSR projects in consultation with local community. As per the guidance from the need assessment report, your Company has contacted various NGOâs. All the proposals underwent rigorous process of scrutiny including due diligence of NGOs, meetings, field evaluation etc. which is taking time for the execution of the projects. Due to all the said reasons, the sum ofRs. 4.37 Crores remain unspent at the end of the Financial Year 2016-17. The Company shall ensure that it complies with the requirements of the Companies Act 2013 and shall attempt to utilize the aforesaid unspent amount towards the CSR activities in the coming years. The details of activities undertaken during the year and Annual Report of the CSR activities is annexed herewith marked as Annexure-E.
24. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on March 31,2017 comprises of the following Directors:
Mr. Pankaj Shrimali (Chairman & Independent Director), Mr. Kuruvila Kuriakose (Independent Director), Mr. Vivek Kumar (Independent Director) and Mr. Nikhil Dua (Executive Director).
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
25. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI Laws. The copy of the policy is available at Companyâs website at http://www.relaxofootwear.com/pdf/Vigil-Mechanism-Policy.pdf.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to provide safe and harassment free workplace for every individual working at Relaxo Footwears Limited. The Company always tries to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace is in place. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.
An Internal Complaints Committee (ICC) is available at each of the units and offices of the Company as per the requirements of the law. The ICC is responsible for redressal of complaints related to sexual harassment. Your Company has been regularly conducting sensitization sessions for all its employees so as to create awareness about the subject and the law governing the same including their rights of redressal and the punishments applicable in case of any misconduct. The Company has also displayed posters regarding the subject across all plants and offices so as to reinforce the message that Sexual Harassment is a punishable offence.
Your Directors are happy to report that there has been no complaints of Sexual Harassment and it is our constant endeavour to ensure that we provide harassment free, safe and secure working environment to all employees specially for women.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.
28. CREDIT RATING
During the year under review, ICRA has reaffirmed Long term rating of the Company as ICRA A and the outlook for long term rating has been revised from positive to stable.
During the year ICRA, has reaffirmed short term rating of the Company as A1 which is the highest rating for the product. ICRA has also assigned A1 top notch rating to the Company for Commercial Paper of Rs. 50.00 Crores.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-F to this Report.
30. EMPLOYEES STOCK OPTION SCHEME
During the year 54,400 options in 3 tranches were granted to eligible employees of the Company in terms of Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â), During the year, 90550 options were exercised by the employees after vesting. Accordingly, the Company has made allotment of 90550 equity shares on 5th November, 2016 against the options exercised by the employees.
During the financial year 2016-17, there has been no change in the Employee Stock Option Plan 2014 (âRFL ESOP PLAN-2014â) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
The details as per the requirements of SEBI Guidelines are annexed and form part of this Report as Annexure-G.
31. CHANGE IN SHARE CAPITAL
During the year under review, the Company has issued and allotted 90550 equity shares of Rs. 1.00 each fully paid up on exercise of stock options by the eligible employees under the Employee Stock Option Plan, 2014 (RFL ESOP PLAN -2014) thereby increasing the paid up share capital by Rs.90550.00.
32. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place well defined and adequate Internal Financial Control framework which is independently evaluated from time to time by in-house Internal Audit function for necessary improvement, wherever required. The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance, and safeguards investor interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Audit Committee reviews the effectiveness of the internal financial control framework in the Company.
33. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Regulation 33(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification is attached herewith the Annual Report which confirms the existence of effective internal control systems and procedures in the Company. The Managing Director and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
34. TRANSFERTO UNCLAIMED SHARES
As per the provisions of Regulation 39(4) of the Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in a âUnclaimed Suspense Accountâ of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares. It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said âUnclaimed Suspense Accountâ and the voting rights on these shares shall remain frozen until the rightful owner claims the shares.
Shareholders who have not yet claimed their shares, are requested to immediately approach the Registrar & Transfer Agents of the Company by forwarding a request letter duly signed by all the joint holders furnishing self attested copies of their complete postal address along with PIN code, a copy of PAN card along with proof of address and for delivery in demat form, a copy of Demat Account - Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner.
|
S.No. |
Particulars |
No. of Shareholders |
No. of equity Shares held |
|
1 |
Aggregate number of shareholders and the outstanding shares lying in the suspense account at beginning |
46 |
126,110 |
|
2 |
Number of shareholders along with shares held who approached the Company for transfer of shares from the suspense account during the year |
1 |
8,000 |
|
3 |
Number of shareholders along with shares held to whom shares were transferred from the suspense account during the year |
1 |
8,000 |
|
4 |
Aggregate number of shareholders and the outstanding shares lying in the suspense account at the end of the yea r |
45 |
118,110 |
35. BUSINESS RESPONSIBILITY REPORT (BRR)
In Compliance with the provisions of Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 read with Circular No CIR/CFD/CMD/10/2015 dated November 4, 2015, your Company has prepared a BRR in the prescribed format for the Financial Year ended March 31, 2017, which forms an integral part of this Report.
36. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Companyâs shareholders, business partners and suppliers for their understanding and support. The Directors also take this opportunity to thank Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Finally, Your Directors acknowledge the dedicated services rendered by all employees of the Company.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Managing Director Whole Time Director
Delhi, 12th May, 2017 DIN-00157872 DIN-00157898
Mar 31, 2016
Dear Members,
The Board of Directors of Your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2015-16.
1. FINANCIAL RESULTS (Rs. in Crores)
Particulars 2015-16 2014-15
Revenue 1715.27 1481.21
EBITDA 243.34 201.03
Less: Finance Cost 22.89 18.48
Less: Depreciation 47.12 39.90
Add: Exceptional Item 4.26 -
Profit before Tax 177.59 142.65
Less: Tax Expenses 57.31 39.60
Profit after Tax 120.28 103.05
Balance brought forward from
Previous year 1.06 5.23
Amount available for Appropriation 121.34 108.28
Appropriation:
Final Dividend 7.20 6.00
Tax on Final Dividend 1.47 1.22
Transfer to General Reserve 110.00 100.00
Balance carried to Balance Sheet 2.67 1.06
EPS-Basic (in Rs.) 10.02 8.59
EPS-Diluted (in Rs.) 10.00 8.58
2. BUSINESS PERFORMANCE
The key highlights of the Company''s financial performance during the
Financial Year 2015-16 are given here below:-
- Revenue increased by 15.80% to Rs. 1715.27 Crores from Rs. 1481.21
Crores in the last Financial Year.
- EBITDA increased by 21.05% to Rs. 243.34Crores; EBITDA margins
increased by 62 bps to 14.19%.
- Net Profit increased by 16.72% to Rs. 120.28 Crores from Rs. 103.05
Crores in the last Financial Year.
- Net Profit margins increased to 7.01 %.
- Total retail outlets increased from 207 to 250 during the Financial
Year.
3. PERFORMANCE OVERVIEW
(A) FINANCIALS
Your Company has been able to show a healthy growth on the key
financial metrics for the year, despite the market scenario being
uncertain and competitive activity increasing in the year. Your Company
continues its journey of profitable growth driven by the strong
fundamentals of operating model, overwhelming desire to serve customers
and the end consumer and continued focus on the long term business
plan.
- Sustained focus on consumer needs and quality
- Focus on value growth along with sustainable volume growth
- Aggressive Expansion in new/ under - penetrated geographies
- Increased presence in new / emerging channels (Modern Trade, E-
Commerce)
- Investment on strengthening brands
- Robust cost control with margin improvement initiatives
- Manufacturing Excellence and Quality Improvement
- Identification and Implementation of value creation projects to aid
bottom-line improvement
- Strategic procurement of material to maintain profitability
- EBITDA growth driving PAT growth for the Company
(B) NON-FINANCIALS - GROWTH ACROSS THE VALUE CHAIN Consumer Focus/
Product Innovation
Your Company continued its relentless efforts to understand the
consumer and has designed its portfolio in line with their changing
tastes. Structured market research approach along with regular market
sensing exercises have kept Your Company abreast with consumer needs
across different regional, economic and demographic strata. Our focus
on in- season launches with an optimal product portfolio, has enabled
us to deliver right products at right price points at the right time.
All our brands - Relaxo, Flite, Sparx and Bahamas have experienced good
growth and success with our revised approach on building a targeted
portfolio.
New product development is the key driver of consistent growth for our
company. We have a very strong in-house design capability, whose
endeavor is to constantly innovate techniques to provide cutting edge
products at reduced costs. We have also launched an innovation portal
for our employees to crowd source the new product design ideas and are
also working towards establishing a dedicated R&D function within the
organization.
We are bullish on the growth potential from organized retail and
e-commerce platforms and have developed a dedicated portfolio to ensure
healthy topline contribution from them.
with minimal impact to conventional trade channels. This has been a
successful strategy for FY16 and continues to be a focus area for FY17.
Trust in the brand is essential for its growth and we intend to invest
heavily to ensure this objective is met. As celebrity marketing has
been studied and analyzed to be an effective lever to build trust in
the brand, this year we have engaged Salman Khan as the brand
ambassador for Bahamas. We believe Salman will successfully convey
Bahamas as trendy youthful brand. We have also continued with Akshay
Kumar as the brand ambassador for Sparx and Sonakshi Sinha as the brand
Ambassador for Flite.
Sales Channel Development
We have successfully implemented end-to-end distributor and retailer
programs to improve engagement levels and connect with our channel
partners. The distributor engagement program has delivered incremental
and sustainable benefits to Relaxo while ensuring a healthy
relationship with our channel partners. The retailer based loyalty
program has helped in establishing direct connect with retailers and in
rewarding their efforts in promoting Relaxo brands.
We have also effectively enhanced our distribution coverage both by
strengthening the presence in current regions and expanding across new
regions.
We continue to believe Flite PU to be a brand with high potential and
have setup initiatives to improve product offerings, manufacturing
standards and overall market presence. We will continue to focus on
Flite PU brand in FY17. Retail continues to remain instrumental in
increasing brand visibility with its 250 stores spread across North and
Western India. In FY16, we focused on strengthening the back end
infrastructure by improving inventory control and building a flexible
supply chain. We have also been successful in adapting changes in
technology to upgrade our ERP and reporting platforms. This has led to
improved visibility across the system and is supporting better decision
making. Our structured store expansion has helped strengthen the Relaxo
brand and facilitate a strong connect of the company with the end
consumer. We are also in the process of renewing our loyalty reward
scheme and enabling digital payment facility for our customers via
digital wallets. Our online shopping portal, www.shopatrelaxo.com, has
been redesigned and is performing with better conversion rates than
initial estimates. In FY17, we plan to rollout a structured cost
reduction initiative to optimize spending and improve overall
profitability of the Retail business.
With changing global sourcing patterns, international brands are moving
towards India from China to fulfill their contract manufacturing
requirements. Relaxo is rightly positioned to become a reliable partner
for these brands. Branded label contract manufacturing is being looked
as a key growth area for Your Company in the medium term. Relaxo
branded channel sales across international markets has also
strengthened, with Middle East continuing to be our key revenue
contributor, owing to widespread Indian diaspora and the Company''s
market understanding. We continue to focus on African and Oceania
markets as well and are well positioned to capitalize on the next wave
of growth from these regions.
Procurement
Your Company was able to manage the material cost owing to effective
monitoring of the raw material expenses and easing of prices in the
international market. We were able to leverage technology for
procurement by using e-auction platform which resulted in cost
reduction and improved efficiency.
Manufacturing
In order to support sustainable and profitable growth, we took steps
towards manufacturing excellence across key production units. The
program aimed at improving productivity and reducing manufacturing
costs with the help of world class manufacturing concepts like Lean
Manufacturing and Maynard Operation Sequence Technique (MOST) has been
rolled out in select plants. We have been successful in controlling
manufacturing costs by optimizing manpower utilization, energy
consumption and rationalizing miscellaneous, capital & operational
expenses. Training & capability development programs for the workforce
were implemented to improve operational effectiveness at manufacturing
facilities.
We are also fulfilling our commitment towards environment by utilizing
alternate sources of energy. We have successfully completed a pilot
project to harness power by commissioning a solar unit in one of our
plants in Jan''16.
Technology
Technology is the backbone of Your Company and helps in integrating
various functions on one platform, thereby, providing efficiencies in
operations. Your Company took important initiatives last year to
support and transform the front end and back end functions. We have
launched a real- time sales automation tool to enable our distributors
to place orders and track them. Keeping in line with the technology
trends, we are moving towards cloud based solutions to improve overall
system resilience and accessibility.
Supply Chain Optimization
Supply chain remains one of the key areas for enabling growth of Your
Company. Focused initiatives have been implemented towards improvement
in utilization of existing distribution network and optimizing
inventory. In order to service our channel partners faster and better.
Regional Distribution Center (RDCs) operations have been further
strengthened. Forward looking supply and capacity planning has been
carried out for both plants and warehouses to support future growth.
We plan to continue to ensure close coordination between Manufacturing,
Supply Chain and Sales to ensure on-time fulfillment of demand while
maintaining optimum inventory levels. We also plan to continue focusing
on fulfilling requirements of our non-distribution channels like Modern
Trade, Retail and Exports.
People Focus
Over the last year, the HR function in Your Company has been continuing
the transformation journey towards becoming a high performance
function. Following key initiatives were delivered in FY16:
a) Culture assessment: Your Company sales and capabilities are growing
at a rapid pace. It is imperative that the culture also evolves at a
commensurate pace. The current exercise of culture assessment has
identified levers & HR interventions are planned to take it to the next
level.
b) Employee Stock Options Program (ESOP): Select group of employees,
depending upon their nature of job and criticality of the position that
they handle, were granted shares in 2014 under the ESOP 2014 scheme
(RFL ESOP PLAN -2014). Shares were vested in August 2015 as per the
policy.
c) Employee Engagement- Your Company is focused on creating an employee
friendly workplace. To increase employee engagement, employees are
given forums to raise their issues and look outside of their core role
via one-on-one sessions and skip-level sessions. For our workmen, we
organized Workmen Family Connect Programs in our Plants.
d) Leadership Development: Crucibles, a Leadership Development
Programme, is a fine mix of Classroom Trainings, On the Job Cross
Functional Projects and Coaching sessions aimed at developing leaders
from within Relaxo. Crucibles was carried out successfully in its
second year run.
e) Training and Development: We imparted functional and behavioural
trainings for all departments. Last year, we covered 82% of the
employees as part of the training program.
f) Reward and Recognition: Recognition programs such as Function wise
Star Employee of the Quarter Award has been running successfully.
4. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report forms an integral part of
this Report and gives details of the overall industry structure,
developments, performance and state of affairs of the Company''s
business, internal controls and their adequacy, risk management systems
and other material development during the Financial Year.
5. DIVIDEND
Board of Directors in their meeting held on 14th May, 2016 have
recommended a final dividend of 60% i.e. Re 0.60 per equity share for
the Financial Year ended 31st March, 2016. The Proposed Dividend is
subject to the approval of shareholders at the Annual General Meeting
to be held on 15th September, 2016.
6. TRANSFER TO RESERVE
We propose to transfer Net Profit of Rs. 110.00 Crores to the General
Reserve. An amount ofRs. 2.67 Crores is proposed to be retained in
profit & loss account.
7. PUBLIC DEPOSITS
Your Company has not invited or accepted any Deposits within the
meaning of Sections 73 & 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014 from Public
during the year under review.
8. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as stipulated under SEBI
(LODR) Regulations, 2015 forms an integral part of the Report. The
requisite certificate from the Statutory Auditors of the Company M/s
Gupta & Dua, Chartered Accountants, confirming compliance with the
conditions of Corporate Governance is attached to the Report of
Corporate Governance.
9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL& PARTICULARS OF EMPLOYEES
In accordance with Section 178 of the Companies Act, 2013 read with
rules issued thereunder and Clause 49 of Listing Agreement, the Board
of Directors at their meeting held on 10th May, 2014 formulated the
Nomination & Remuneration Policy of Your Company. The salient aspects
covered in the Nomination and Remuneration Policy, covering the policy
on appointment and remuneration of Directors and other matters have
been outlined in the Corporate Governance Report which forms part of
this Report. The Nomination and Remuneration Policy is available on the
website of the Company at the following link
http://www.relaxofootwear.com/pdf/Nomination-and-
remuneration-policy.pdf.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ Employees of Your
Company is set out in Annexure -Auto this Report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During Financial Year 2015-16, Mr. Deval Ganguly was reappointed as
Whole Time Director for another period of three years w.e.f. 5th
November, 2015 by the Shareholders in the Annual General Meeting held
on 24th September, 2015. During the year, Mr. Vikas Kumar Tak was
appointed as Company Secretary, pursuant to the provisions of Companies
Act, 2013.
Mr. Nikhil Dua, Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, offered
himself for re-appointment.
Your Directors recommend his appointment as the Director of the
Company.
The term of Mr. Nikhil Dua as Whole time Director is going to expire on
30th September, 2016. He is to be reappointed for another term of 1
Year w.e.f. 1st October, 2016 if approved by Shareholders in the
forthcoming Annual General Meeting.
11. ANNUAL EVALUATION OF BOARD''S PERFORMANCE
In terms of provisions of Companies Act, 2013 read with Rules issued
thereunder and SEBI (LODR) Regulations 2015, the Board of Directors on
recommendation of the Nomination and Remuneration Committee, have
evaluated the effectiveness of the Board/ Director(s) for the Financial
Year 2015-16. Directors were evaluated on their contribution at
Board/Committee Meetings and guidance/support to the management outside
Board /Committee Meetings.
The Board''s functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities. Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning.
The Committees of the Board were assessed on the basis of degree of
fulfillment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings.
The Independent Directors performance evaluation was carried out by the
entire Board, excluding the Director being evaluated. The performance
evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors who also reviewed the
performance of the Board as a whole.
12. NUMBER OF MEETINGS OF THE BOARD
The Board met six times during the Financial Year, the detail of which
is given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between any two consecutive meetings
was within the period prescribed by the Companies Act, 2013.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
14. TRAINING OF INDEPENDENT DIRECTORS
The Company makes presentation to the new Independent Directors about
the Company''s strategy, operations, products, organization structure,
finance, human resource and facilities. During the year. Company had
arranged presentations for the Independent Directors, on the Business
Operating Plans, Capital Expenditure Plans, Business Strategy, HR
Policies, Outsourcing Strategy, Compliance Process. Further at the
time of appointment of an Independent Director, the Company issued a
formal letter of appointment outlining his / her role function, duties
& responsibilities as an Independent Director. The format of the letter
of appointment is available on our website
http://www.relaxofootwear.com/terms-condition.aspx.
15. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 with regard to
Director''s Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March
31, 2016, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same.
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2016 and of the profit of the Company for
the year ended on that date.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the annual accounts on a ''going concern''
basis.
e) the Directors have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls are
adequate and are operating effectively and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
16. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re- appointment. The Company has
received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 141 (3)(g) of
the Companies Act, 2013 and that they are not disqualified for
re-appointment.
17. AUDITORS''REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
18. SECRETARIAL AUDITOR
Pursuant to the provisions of Section- 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Your Company has appointed M/s Vivek Arora,
Company Secretaries, to conduct the Secretarial Audit of the Company
for the Financial Year 2015-16.The Secretarial Audit Report for the
Financial Year 2015-16 forms part of the Annual Report as Annexure-B to
the Board''s Report.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as "Annexure-C" to this Report.
20. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts / arrangements / transactions entered by the Company
during the Financial Year with related parties were in the ordinary
course of the business and on the arm''s length basis and were in
compliance with the applicable provisions of the Companies Act, 2013
(''the Act''), the Listing Agreement and SEBI (LODR) Regulations 2015.
During the year the Company had not entered into any
contract/arrangement/ transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of Related Party Transactions that would have required
Shareholders approval under Clause 49 of Listing Agreement or
Regulation 23 of SEBI (LODR) Regulations 2015.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the link
http://www.relaxofootwear.com/pdf/policy-for-transactions-
with-related-Parties.pdf.
Your Directors draw attention of the members to Note No. 30 to the
Financial Statements which sets out related party disclosures.
The form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out
as Annexure-D to this Report.
21. DETAILS OF LOANS, GUARANTEES & INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 are as follows :-
a) Details of investments made by the Company as on 31st March, 2016
(including investments made in previous years).
(i) Investment in equity shares Nil
(ii) Investment in debt instruments :Rs. 50.00 Lacs
b). Details of loans given by the Company Nil
c). There are no guarantees issued by Your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules issued
thereunder.
22. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates risk
treatment plans in its strategy. The Internal Audit Department
facilitates the execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring, mitigation
and reporting. The Company has laid down procedures to inform the Audit
Committee as well as the Board of Directors about risk assessment &
management procedure and status.
The Company has policy to hedge most of the payments of foreign
currency in order to reduce risk of volatile international market of
foreign exchange.
All properties, including building, plant, machinery, furniture,
fixture, stock and stock in transit of the Company have been properly
insured against all kind of risks.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility committee has recommended to the
Board a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved
by the Board. The Corporate Social Responsibility committee comprises
of Mr. Ramesh Kumar Dua - Chairman, Mr. Mukand Lai Dua -Member, Mr.
Pankaj Shrimali - Member and Ms. Deepa Verma-Member.
The CSR Policy is available on the Company''s website at the link
http://www.relaxofootwear.com/pdf/Corporate-Social-
Resonsibility-policy.pdf.
The CSR Policy outlines the CSR vision of Your Company which is based
on embedded tenets of trust, fairness and care. The Company during the
year paid Rs. 1.62 Crore directly to Prime Minister Relief Fund on 15th
July 2015towards the obligation of CSR expenditure due for Financial
Year 2014-15.
The Company has formed a society namely Relaxo Foundation to undertake
all CSR initiatives of the Company. During the year Relaxo Foundation
is in discussion with world renowned NGO''s for construction of public
toilets at select utility areas and other activities.
For the Financial Year 2015-16, CSR spending at average net profit of
three preceding Financial Years works out to Rs. 2.05 Crores, which has
been transferred to Relaxo Foundation for carrying out CSR activities.
The Annual Report of the CSR activities is annexed herewith marked
As Annexure-E.
24. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on March 31,2016 comprises of the following
Directors:
Mr. Pankaj Shrimali (Chairman & Independent Director), Mr. Kuruvila
Kuriakose (Independent Director), Mr. Vivek Kumar (Independent
Director) and Mr. Nikhil Dua (Executive Director).
Further, all recommendations of Audit Committee were accepted by the
Board of Directors.
25. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
of Listing Agreement. The copy of the policy is available at Company''s
website at http://www.relaxofootwear.com/pdf/Vigil-Mechanism-
Policy.pdf.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working at Relaxo Foot wears
Limited. The Company always tries to create and provide an environment
that is free from discrimination and harassment including sexual
harassment. A policy on Prevention of Sexual Harassment at Workplace
is in place. The policy aims at prevention of harassment of employees
and lays down the guidelines for identification, reporting and
prevention of undesired behaviour.
An Internal Complaints Committee (ICC) is available at each of the
units and offices of the Company as per the requirements of the law.
The ICC is responsible for redressal of complaints related to sexual
harassment. Your Company has been regularly conducting sensitization
sessions for all its employees so as to create awareness about the
subject and the law governing the same including their rights of
redressal and the punishments applicable in case of any misconduct.
The Company has also displayed posters regarding the subject across all
plants and offices so as to reinforce the message that Sexual
Harassment is a punishable offence.
Your Directors are happy to report that there has been no complaints of
Sexual Harassment and it is our constant endeavour to ensure that we
provide harassment free, safe and secure working environment to all
employees specially for women.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status of Your
Company and its operation in future. During the year. Company has
amicably settled the on-going protracted litigation in respect of Trade
Mark "SPARX". The Company has executed and completed all the
formalities for assignment of Trade Mark "SPARX" in favour of Relaxo
Footwears Limited.
28. CREDIT RATING
During the year under review ICRA has reaffirmed Long term rating of
the Company as ICRA A and the outlook for long term rating has been
upgraded from stable to positive.
During the year ICRA has upgraded short term rating to A1 and has
assigned A1 top notch rating to the Company for commercial paper of
Rs. 30.00 Crores.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure-Ftothis Report.
30. EMPLOYEES STOCKOPTION SCHEME
The Nomination & Remuneration Committee of the Board of Directors of
the Company interalia, administers and monitors the Employees Stock
Option Plan of the Company in accordance with the applicable SEBI
Guidelines. The Company currently administers Employee Stock Option
Plan 2014 ("RFL ESOP PLAN-2014") for employees of the Company by
granting shares thereunder. Accordingly, the ESOP Plan was formulated
in accordance with the SEBI Guidelines. The approved ESOP Plan
authorized the committee to create, offer and grant 9,00,090 (Nine lac
and Ninety only) options of face value of Rs.1.00 to the eligible
employees of the Company from time to time in one or more tranches,
however subsequent to Bonus Issue in the ratio of 1:1, the total number
of available ESOP options have been doubled to 18,00,180 (Eighteen Lac
One Hundred and Eighty only) options of face value of Rs.1.00 and
simultaneously reducing the Grant Price to half accordingly. The
details as per the requirements of SEBI Guidelines are annexed and form
part of this Report as Annexure-G.
31. CHANGE IN SHARE CAPITAL
During the year under review, the Company has issued Bonus Shares in
the ratio of 1:1 i.e. one bonus share of Rs. 1.00 to every shareholder
holding equity share of Rs. 1.00. The total of 6,00,06,000 bonus shares
were issued by the Board of Directors in their meeting held on 3rd
July, 2015 thereby increasing the share capital by Rs. 6,00,06,000/-.
During the year under review, the Company has issued and allotted
27,700 equity shares of Rs. 1.00 each fully paid up on exercise of stock
options by the eligible employees under the Employee Stock Option Plan,
2014 (RFL ESOP PLAN -2014) thereby increasing the paid up share capital
By Rs. 27,700/-.
32. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct
of its business, including adherence to Company''s policies,
safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial information.
The Company has a well placed, proper and adequate Internal Financial
Control system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and
reported correctly. The Company''s Internal Financial Control system
also comprises of Company''s Policies, Standard Operating Procedures
(SOPs), Audit and Compliance by in-house Internal Audit Division.
Internal Auditors independently evaluate the adequacy of internal
controls, processes and transactions in value terms. Independence of
the Internal Audit is ensured by direct reporting to the Audit
Committee of the Board.
To further strengthen the internal control process, the Company has
developed a very comprehensive Compliance Management Tool with the help
of external expert agency which drills down the responsibility of
Compliance from top management to executive level. This process is
fully automated and generate alerts for proper and timely compliance
with regular MIS.
33. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Regulation 33(2)(a) of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the CEO and
CFO certification is attached herewith the Annual Report. The Managing
Director and the Chief Financial Officer also provide quarterly
certification on Financial Results while placing the Financial Results
before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.
34. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company''s shareholders,
business partners and suppliers for their understanding and support.
The Directors also take this opportunity to thank Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued
support. Finally, Your Directors acknowledge the dedicated services
rendered by all employees of the Company.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lai Dua
Delhi, 14th May, 2016 Managing Director Whole Time Director
Mar 31, 2015
Dear Members,
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial
Year 2014-15.
1. FINANCIAL RESULTS
(Rs.in Crores)
Particulars 2014-15 2013-14
Revenue 1481.21 1214.61
EBITDA 201.03 149.35
Less : Finance Cost 18.48 22.66
Less : Depreciation 39.90 31.16
Profit before Tax 142.65 95.53
Less : Tax Expenses 39.60 29.89
Profit after Tax 103.05 65.64
Balance brought forward from Previous year 5.23 3.10
Amount available for Appropriation 108.28 68.74
Appropriation :
Final Dividend 6.00 3.00
Tax on Final Dividend 1.22 0.51
Transfer to General Reserve 100.00 60.00
Balance carried to Balance Sheet 1.06 5.23
EPS - Basic (in Rs.) 17.17 10.94
EPS - Diluted (in Rs.) 17.15 10.94
2. BUSINESS PERFORMANCE
The key highlights of the Company''s financial performance during the
Financial Year 2014-15 are given here below:
* Revenue increased by 21.95% to Rs. 1481.21 Crores from Rs. 1214.61
Crores in the last Financial Year.
* EBITDA increased by 34.60% to Rs. 201.03 Crores; EBITDA margins
increased by 128 bps to 13.57%.
* Net Profit increased by 56.99% to Rs. 103.05 Crores from Rs. 65.64
Crores in the last Financial Year.
* Net Profit margins increased by 155 bps to 6.96%
* Total retail outlets increased from 179 to 207 during the Financial
Year.
3. PERFORMANCE OVERVIEW
(A). FINANCIALS
Your company has been able to show a strong growth on the key financial
metrics for the year, despite the market scenario being uncertain and
competitive activity increasing in the year. Your Company continues its
journey of profitable growth driven by the strong fundamentals of
operating model, overwhelming desire to serve customers and the end
consumer and continued focus on the long term business plan.
(B) NON-FINANCIALS - GROWTH ACROSS THE VALUE CHAIN
(i) Consumer Focus / Product Innovation
Your company continued its relentless efforts to understand the
consumer and design our portfolio in line with the same. Consumer
insights formed the back bone of all our product development efforts.
Your Company has strived to understand our consumers across regions and
social & economic strata, to come out with market relevant products.
Our portfolio and pricing strategy has evolved over years and last year
saw a surge in innovation quotient in our portfolio. All our brands -
Hawaii, Flite, Sparx and Schoolmate, have experienced tremendous growth
on the back of hugely successful consumer relevant portfolio.
We understand that our brands are at the forefront of bringing the
value proposition of our products for our consumers. In line with our
strategy, your Company continued to invest heavily behind our brands.
During the year, Company engaged Sonakshi Sinha - as the brand
ambassador for Flite. We believe that Sonakshi has been successful in
conveying the key attributes of style, fashion and colours for our
brand, Flite to our consumers. In order to ensure a comprehensive
portfolio, covering all consumer needs, Company has also launched a new
Bahamas collection - that conveys values of fun and fashion for our
consumers.
(ii) Sales Channels Development
Serving our customers well, remains our top priority. To enable sales
and distribution growth, regional offices have been set up. Your
Company has successfully expanded its distribution footprint in many of
hitherto unexplored / under-penetrated territories. Complete end-to-end
distributor and retailer programs have also been put in place to
improve engagement with our channel partners.
Our retail network has seen a significant growth, both in terms of
number of stores (28 during the year) as well as in terms of our
approach towards the business. We have been focusing on account
category management, a comprehensive portfolio management and capturing
shopper insight to enable better and aligned product availability for
our consumers. Concentrated expansion plan backed with profitable
business case has resulted in significant improvement in our net
margins.
Your Company continues investing behind Exports, Modern Trade and
E-Commerce business, as we believe that these channels will lead the
growth engine from the forefront in times to come.
(iii) Sourcing and Procurement
Your company was able to manage the material cost well within budget
owing to effective monitoring of the raw material cost and easing of
prices in the international market. We increased our collaboration with
key suppliers and focused on competitive bidding of prices.
(iv) Manufacturing Excellence
With the objective of building strong manufacturing foundation to
support growth, your Company took further steps towards manufacturing
transformation and excellence across key production units. The program
aimed at reducing operational complexity, improving process efficiency
and reducing manufacturing costs with the help of new-age concepts of
Lean Six Sigma and Lean Manufacturing. We have been successful in
increasing production capacities and improving efficiency levels.
Operational efficiency was attained by utilizing strategies of manpower
optimization, energy efficiency, rationalization of capital &
operational expenses and capability development of our people.
(v) Supply Chain Optimization
Supply chain remains one of the key area for enabling growth of your
company. Company has made significant improvements towards network
expansion / utilization and inventory optimization. Efficiencies were
brought in the processes of Regional Distribution Centers (RDCs) and we
were able to service our channel partners faster and better. Forward
looking capacity planning for both factories and warehouses were
undertaken to build a platform for future growth.
The close coordination between Manufacturing, Supply Chain Management
and Sales ensured optimum level of inventories across the year leading
to on-time fulfillment of demand. We have been able to build adaptive
processes leading to fulfillment of additional requirements for our
targeted channels like Modern Trade, Retail and Exports.
(vi) People Focus
Over the last year, the HR function in Your Company has undertaken an
important transformation journey, where it has made several new strides
in important areas of Recruitment, Rewards Management, Leadership
Development, while at the same time taking first steps towards
automating some of the key HR processes. While the journey continues
into FY16, our achievements in these areas give us a firm footing to
make strategic contributions towards business growth.
a) Recruitment - We have been focused on getting the best talent from
the market to enable organization growth. During the year in mention
we have enhanced the talent pipeline for open positions by tapping new
sources, both internal and external while enhancing our Employee Value
Proposition.
b) Rewards Management - We believe that the good organizational
performance is driven by its employees. Our journey towards ensuring a
lucrative rewards package to our top performing executives was taken
forward this year through introduction of Employee Stock Option Plan
(ESOP) for senior and top executives.
c) Leadership Development - Your Company launched a Leadership
Development Program (LDP) called Crucibles for employees with high
leadership potential. Various opportunities provided as part of the
program helped the participants to solve complex business problems and
provided them an environment to experiment with their ideas.
d) Employee Engagement - Your Company conducted a structured exercise
to measure employee engagement levels and are taking steps towards
improving employee experience in various areas.
(vii) ISO Certification
As an additional step of our commitment towards environment, your
Company has achieved a prestigious certification on ISO 14001:2004 for
its four manufacturing plants and will continue to roll it out to the
other manufacturing plants.
By implementation of ISO 14001:2004 we are now capable to :
* Quantify, monitor and control the impact of operations on the
environment, now and in the future.
* Ensure legislative awareness and compliance in better way.
* Improve environmental performance of supply chain.
* Grow access to business partners and potential customers.
(viii) Standard Operating Procedure (SOPs)
To enhance operational efficiencies and day to day working, formal SOPs
(Standard Operating Procedure) preparation was initiated by engaging
external professional agency and were successfully implemented during
the Financial Year. These SOPs will further yield in future
operational benefits, streamline internal processes, enhance
efficiencies, optimize utilization of resources along with cost.
4. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis forms an integral part of this
Report and gives details of the overall industry structure,
developments, performance and state of affairs of the Company''s
business, internal controls and their adequacy, risk management systems
and other material development during the Financial Year.
5. DIVIDEND
Board of Directors in their meeting held on 9th May, 2015 have
recommended a final dividend of 100% i.e Rs. 1.00 per equity share
(equivalent to Rs. 0.50 per share post 1:1 bonus issue) for the
Financial Year ended March 31, 2015. The bonus issue was subsequently
approved by the Shareholders
through the postal ballot on 22nd June, 2015. The proposed dividend is
subject to the approval of shareholders at the Annual General Meeting
to be held on 24th September, 2015.
6. BONUS ISSUE
Board of Directors in their meeting held on 9th May, 2015 have declared
bonus issue in the ratio of 1:1 i.e one bonus share of Rs. 1.00 to
every shareholder holding equity Share of Rs. 1.00. The bonus issue was
approved by the Shareholders through the Postal Ballot on 22nd June,
2015. The allotment of the bonus issue has been made in the Board
Meeting held on 3rd July, 2015 to all the shareholders of the Company
holding shares on the record date i.e 2nd July, 2015.
7. TRANSFER TO RESERVE
We propose to transfer Net Profit of Rs.100.00 Crores to the General
Reserve. An amount of Rs.1.06 Crores is proposed to be retained in
profit and loss account.
8. PUBLIC DEPOSITS
Your Company has not invited or accepted any Deposits within the
meaning of Sections 73 & 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014 from Public
during the year under review.
9. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as stipulated under listing
agreement forms an integral part of the Report. The requisite
certificate from the Statutory Auditors of the Company M/s Gupta & Dua,
Chartered Accountants, confirming compliance with the conditions of
corporate governance is attached to the report of Corporate Governance.
10. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGEMENT
PERSONNEL & PARTICULARS OF EMPLOYEES
In accordance with Section 178 of the Companies Act, 2013 read with
rules issued thereunder and Clause 49 of the Listing Agreement, the
Board of Directors at their meeting held on 10th May, 2014 formulated
the Nomination & Remuneration Policy of your Company. The salient
aspects covered in the Nomination and Remuneration Policy, covering the
policy on appointment and remuneration of Directors and other matters
have been outlined in the Corporate Governance Report which forms part
of this Report. The Nomination and Remuneration Policy is available on
the website of the Company at the following link
http://www.relaxofootwear.com/pdf/Nomination-and-remuneration-policy.
pdf.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors / employees of your
Company is set out in Annexure -A to this report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Umesh Nath Kapur Independent Director of the
Company expressed his inability to continue as Director and ceased to
be Director w.e.f 29th July, 2014.
During Financial Year 2014-15, members approved appointment of Mr.
Pankaj Shrimali, Mr. Vivek Kumar, Mr. Kuruvila Kuriakose and Ms. Deepa
Verma as Independent Directors for a period of five years till 31st
March, 2019 who are not liable to retire by rotation. Ms. Deepa Verma
was also appointed as Woman Director during the year pursuant to the
provisions of Companies Act, 2013 & Listing Agreement.
During the year Mr. Sushil Batra, Chief Financial Officer (CFO) of the
Company was designated as Key Managerial Person pursuant to the
Provisions of Companies Act, 2013.
Mr. Ramesh Kumar Dua Managing Director and Mr. Mukand Lal Dua Whole
Time Director of the Company retire by rotation at the ensuing Annual
General Meeting and, being eligible, offered themselves for
re-appointment.
Your Directors recommend their appointment as the Directors of the
Company.
Mr. Deval Ganguly was appointed as Whole Time Director for a term of 3
years w.e.f 5th November, 2012. He is to be reappointed for another
term of 3 years w.e.f 5th November, 2015 if approved by shareholders in
the forthcoming Annual General Meeting.
12. ANNUAL EVALUATION OF BOARD''S PERFORMANCE
In terms of provisions of Companies Act, 2013 read with Rules issued
thereunder and Clause 49 of Listing Agreement, the Board of Directors
on recommendation of the Nomination and Remuneration Committee, have
evaluated the effectiveness of the Board/ Director(s) for the Financial
Year 2014-15.
13. NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the Financial Year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and clause 49 of Listing Agreement.
15. TRAINING OF INDEPENDENT DIRECTORS
Every new Independent Director of the Board is briefed about the
Company background, its vision and goals. The Company executive make
presentation to the new inductee about the Company''s strategy,
operations, products, organization structure, finance, human resource
and facilities. The Company had arranged presentations for the
Independent Directors, on the Company law and other applicable laws on
the Company.
Further at the time of appointment of an independent Director, the
Company issued a formal letter of appointment outlining his/ her role
function, duties & responsibilities as a Director. The format of the
letter of appointment is available on our website
http://www.relaxofootwear.com/terms- conditions.aspx
16. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 with regard to
Directors'' Responsibility Statement, it is hereby confirmed:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern''
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
17. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. The Company has
received letter from them to the effect that their re appointment, if
made, would be within the prescribed limits under Section 141(3)(g) of
the Companies Act, 2013 and that they are not disqualified for
re-appointment.
18. AUDITORS'' REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
19. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s Vivek Arora,
Company Secretaries, to conduct the secretarial audit of the Company
for the Financial Year 2014-15. The secretarial audit report for the
Financial Year 2014-15 forms part of the Annual Report as Annexure-B to
the Board''s Report.
20. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as Annexure - C to this Report.
21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the Financial Year with related parties were in the ordinary
course of the business and on the arm''s length basis. During the year
the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of Related
Party Transactions.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the link
http://www.relaxofootwear.com/pdf/Policy-for-Transactions- with-related
Parties.pdf
Your Directors draw attention of the members to Note No. 31 to the
financial statements which sets out related party disclosures.
The form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out
as Annexure-D to this report.
22. DETAILS OF LOANS & GUARANTEES
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 are as follows :-
a) Details of investments made by the Company as on 31st March, 2015
(including investments made in previous years).
(i) Investment in equity shares Rs. 0.06 Crores in Relaxo Rubber
Private Limited
(ii) Investment in debt instruments : NIL
b) Details of loans given by the Company : NIL
c) There are no guarantees issued by your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules issued
thereunder.
23. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to manage the risks in a pro-active and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates
risk treatment plans in its strategy. The Internal Audit Department
facilitates the execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring, mitigation
and reporting. The Company has laid down procedures to inform the Audit
Committee as well as the Board of Directors about risk assessment &
management procedure and status.
The Company has policy to hedge payment of foreign currency in order to
reduce risk of volatile international market of foreign exchange.
All properties, including building, plant, machinery, furniture,
fixture, stock and stock in transit of the Company have been properly
insured against all kind of risks.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has recommended to the
Board a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved
by the Board.
The CSR Policy may be accessed on the Company''s website at the link
http://www.relaxofootwear.com/pdf/Corporate-SocialResponsibility-Policy
.pdf.
The CSR Policy outlines the CSR vision of your Company which is based
on embedded tenets of trust, fairness and care.
The Company is also in the process of formation of society for the
purpose of CSR activities and is planning to take all CSR initiatives
through the society.
The Annual Report of the CSR activities is annexed herewith marked as
Annexure-E.
25. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
of Listing Agreement. The copy of the policy is available at Company''s
website at link at http://www.relaxofootwear.com/pdf/Vigil-Mechanism-
Policy.pdf.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working at Relaxo Footwears
Limited. The Company always tries to create and provide an environment
that is free from discrimination and harassment including sexual
harassment.
A policy on Prevention of Sexual Harassment at workplace was released
during the last Financial Year ended 31st March 2015. The policy aims
at prevention of harassment of employees and lays down the guidelines
for identification, reporting and prevention of undesired behaviour. An
Internal Complaints Committee (ICC) was set up at each of the units and
offices of the Company as per the requirements of the law.
The ICC is responsible for redressal of complaints related to sexual
harassment.
Moreover, your Company has been regularly conducting sensitization
sessions for all its employees so as to create awareness about the
subject and the law governing the same including their rights of
redressal and the punishments applicable in case of any misconduct.
Your Directors are happy to report that there has been no complaint of
Sexual Harassment and it is our constant endeavour to ensure that we
provide harassment free, safe and secure working environment to all
employees specially for women.
27. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant / material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operation in future.
28. CREDIT RATING
The ICRA has reaffirmed Long term rating of the Company as ICRA A and
the outlook for long term rating has been upgraded from stable to
positive.
The short term rating of your Company has been upgraded from ICRA A1 to
ICRA A1 which is top notch rating and reflects strong credit quality
of the Company.
Particulars Revised Rating Previous Rating
Short Term Rating A1 A1
Long Term Rating A with positive A with stable
outlook outlook
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure-F to this Report.
30. EMPLOYEES STOCK OPTION PLAN
The Nomination & Remuneration Committee of the Board of Directors of
the Company interalia, administers and monitors the Employees Stock
Option Plan of the Company in accordance with the applicable SEBI
Guidelines. The Company instituted the Employee Stock Option Plan 2014
("RFL ESOP PLAN-2014") for employees of the Company by granting shares
thereunder. Accordingly, the ESOP Plan was formulated in accordance
with the SEBI Guidelines. The ESOP Plan was approved by the members on
5th, August 2014, through a postal ballot. The approved ESOP plan
authorizes the committee to create, offer and grant 900090 (Nine lac
and Ninety only) options of face value of Rs. 1.00 to the eligible
employees of the Company from time to time in one or more tranches. The
details as per the requirements of SEBI Guidelines are annexed and form
part of this Report as Annexure-G.
31. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached herewith, the Annual Report. The
Managing Director and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
32. ACKNOWLEDGMENT
Your Directors express their gratitude to the Company''s shareholders,
business partners and suppliers for their understanding and support.
The Directors also take this opportunity to thank Banks, Government &
Regulatory Authorities and Stock Exchanges, for their continued
support. Finally, your Directors acknowledge the dedicated services
rendered by all employees of the Company.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Managing Director Whole Time Director
Delhi, 25th July, 2015
Mar 31, 2014
Dear Members,
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2013-14.
1. FINANCIAL RESULTS
(Rs in lacs)
Particulars 2013-14 2012-13
Sales & Other Income 121461.17 101090.97
Total Expenditure 108791.51 91772.31
Profit before Depreciation & Tax 12669.66 9318.66
Depreciation 3116.47 2549.82
Profit before Tax 9553.19 6768.84
Payment/Provision for Tax 2989.55 2288.02
Profit after Tax 6563.64 4480.82
Balance brought forward from
Previous year 310.46 610.45
Amount available for Appropriation 6874.10 5091.27
Appropriation :
Final Dividend 300.03 240.02
Tax on Final Dividend 50.99 40.79
Transfer to General Reserve 6000.00 4500.00
Balance carried to Balance Sheet 523.08 310.46
TOTAL 6874.10 5091.27
Basic and Diluted Earnings per Share of Rs.
1/- each (in Rs.) 10.94 7.47
2. BUSINESS PERFORMANCE
Your Company has demonstrated the resilience of its business model
amidst operating in a volatile and uncertain industrial environment.
The key highlights of the Company''s financial performance during the
financial year 2013-14 are given here below:-
- Net Sales increased by 20.0% to Rs. 120582.95 lacs
- EBITDA increased by 34.7% to Rs. 14935.53 lacs; EBITDA margins
increased by 135 bps to 12.39%
- Net Profit increased by 46.5% to Rs. 6563.64 lacs; Net Profit margins
increased by 98 bps to 5.44%
- Total retail outlets increased from 168 to 179 during FY14
Your Company has recently initiated modern trade through institutional
sales and online shopping access to the customers, to boost sales and
have presence in all trade options.
Parivartan, a strategic initiative targeted towards improving operating
effciency was undertaken by Relaxo in the year and it has been making
contributions in improving the productivity.
3. DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 0.50 per share
i.e. 50% on equity share of Rs.1/- each for the financial year 2013-14.
4. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. They have given
their consent to act as Statutory Auditors of the Company for the
financial year 2014-15. Further, they have also confirmed that they do
not suffer from any disqualifications prescribed under section 141 of
the Companies Act, 2013.
5. AUDITORS'' REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarifcation.
6. DIRECTORS
Mr. Deval Ganguly, Whole Time Director of the Company will retire at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment.
Pursuant to provision of section 149 and other applicable provisions of
Companies Act, 2013, Independent Directors are required to be appointed
for a term of five consecutive years and shall not be liable to retire
by rotation. Accordingly Mr. Vivek Kumar, Mr. Pankaj Shrimali and Mr.
Kuruvila Kuriakose existing Independent Directors being eligible and
have given their consent to act as Independent Director.
However, Mr. Umesh Nath Kapur had expressed his inability to continue
as Director of the Company.
Further in order to comply the requirement of appointing a women
director under section 149 of Companies Act, 2013, the Board of
Directors have proposed the appointment of Ms. Deepa Verma as an
Independent Director of the Company. She is eligible and has also given
her consent to act as an Independent Director of the Company.
Your Directors recommend their appointment as the Directors of the
Company.
7. RELATED PARTY TRANSACTIONS
The appointments of Mr. Ritesh Dua as Executive Vice President
(Finance), Mr. Gaurav Dua, as Executive Vice President (Marketing), Mr.
Nitin Dua, Executive Vice President (Retail) and Mr. Rahul Dua,
Executive (Manufacturing) fall under the related party transactions as
Defined under Companies Act, 2013. The transaction required members
approval by way of special resolution and hence the Board has decided
to seek member''s approval at the ensuing AGM. The justifcation of above
mentioned appointments has been given here below:- Mr. Ritesh Dua is
qualified MBA from Fore School of Management. He is specialized in
mobilizing fund based and non fund based requirement of the Company. He
deals with the financial institutions and banks for meeting fund based
and non fund based requirement of the Company. He has strengthened
Direct and Indirect Tax system by implementing good strategy and
planning. He has also played pivotal role in expanding Export turnover
of the Company that resulted in international recognition of footwears
manufactured by the Company.
Mr. Gaurav Dua is qualified MBA (Marketing) from University of Wales,
Cardiff. He has been a distinct personality as far as vision planning
and results are concerned. He played instrumental role in the product
development and diversifcation as a result of which the company has
good number of product range in all segment of footwears. His vision of
Sales and Marketing''s strategy lead to new path of heights in terms of
enhancement of turnover of the Company. The turnover of the Company has
touched new heights in last three years.
Mr. Nitin Dua is qualified MBA (Marketing) from Appejay Institute of
Management. He conceived the idea and plan for entering into RETAIL
chain. He laid down and formulated the vision and plans for opening the
retail chain. The same has direct impact on the turnover of the
Company. It helped to display the entire range of footwears
manufactured by the Company at one place as a result of which the
awareness in respect of fashionable and qualitative footwears
manufactured by the Company spread among the customers. It resulted
positive impact in the establishment of brand and goodwill of the
Company.
Mr. Rahul Dua is B.Com (H). He has played an instrumental role in
setting up plant for High Fashionable Footwear with state of art PU
technology with additional features of longevity, skid-resistance,
light weight. His credential efforts have helped the Company to
increase the sale of PU based technology footwear which has got instant
acceptance and appreciation from customers.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchanges forms part of this
Report.
9. CREDIT RATING
The ICRA and CARE have assigned the rating A1 for short term fund
facility and A for long term fund facility to your Company. These
ratings represent adequate safety of credit facilities given to the
Company.
10. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement, forms part of this Report.
The requisite certifcate from the Statutory Auditors of the Company,
M/s. Gupta & Dua, Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to Corporate Governance Report.
11. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from Public
during the year under review.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with regard to
Directors'' Responsibility Statement, it is hereby confirmed:
1. That the applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and that there have been no material
departures there from.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year 2013- 14 and
of the Profit of the Company for year under review.
3. That the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the Annual Accounts on a going
concern basis.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies [Disclosure of Particulars in the report
of Board of Directors] Rules, 1988, are set out in Annexure forming
part of the Directors'' Report.
14. EMPLOYEES STOCK OPTION SCHEME
Your Company has been consistently growing year to year in terms of
turnover, Profit, production and number of employees of the Company.
The main challenge before the Company is to retain its key employees
for a longer period of time to serve the goals of the Company.
Accordingly it was decided to implement Employees Stock Option Scheme
in the Company that would help to retain the productive talent in the
Company and would give motivation to key employees of the Company for
their effective contribution in the growth of the Company.
In this regard, the Board had already given in-principle approval for
Employees Stock Option Scheme (ESOS) to be executed in one or more
tranches subject to approval of Shareholders. In this scheme maximum
1.50 % equity shares of issued, subscribed and paid up capital may be
offered to eligible employees.
Further, the shareholders of the Company have also given their consent
by passing special resolution through postal ballot for implementation
of "RFL ESOP PLAN-2014" that would boost the morale of key employees of
the Company and would bring among them a sense of ownership
in the Company in order to deliver their best in efficient manner so as
to achieve goals and objectives of the Company within a stipulated time
period.
15. SUPPLY CHAIN MANAGEMENT
Supply Chain Management plays a vital role in your Company by meeting
the deadlines well from the beginning till the end. During the year
under review, it was considered feasible to further improve the
benchmark of working effciency and strengthening the existing control
system in Supply Chain Management in view of future growth and
expansion of the Company. In this regard following goal oriented steps
were taken by the Company.
Your Company has opened four more Regional Distribution Centre (RDC) at
Guwahati, Cuttack, Ranchi and Lucknow to cater to the demand of
distance customers by way of dispatching our manufacturing footwears at
right time and right place. Further your Company has outsourced
functioning of its Central Distribution Centre (CDC) in order to
improve working effciency that is resulting high productivity in
professional manner.
To keep pace with the current growth rate and future expansion of the
Company in the years to come, your company has built its 1.60 lacs Sq
ft warehouse at Bahadurgarh, Haryana with all modern apparatus,
machines and latest technical facilities which shall be operational
during current financial year.
Your Company has also streamlined its transporter operation through the
transport module in SAP which is adding transparency and quality in the
existing control system of Supply Chain Management.
16. FINANCIAL RISK
The Company has policy to hedge payment of foreign currency in order to
reduce risk of volatile international market of foreign exchange. All
properties, including building, plant, machinery, furniture, fixture and
stock of the Company have been properly insured against all kind of
risks.
Further, the Company has obtained a separate insurance policy to cover
any peril which may arise on account of incoming and outgoing movement
of raw material/ fnished goods across its manufacturing units upto the
places of distributors respectively.
17. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS
Successful HR is the foundation of any successful Business. To enhance
it''s HR effectiveness, Relaxo has made significant investments in
transforming the HR function. Several HR processes and systems
including talent acquisition, performance management, rewards
management and talent development have been redesigned in line with
business needs and leading market practices. The Industrial Relations
in all the manufacturing units of the Company continued to be cordial
during the year under review.
18. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached herewith the Annual Report. The
Managing Director & CEO and the Chief Financial officer also provide
quarterly certification on financial results while placing the financial
results before the Board in terms of Clause 41 of the Listing
Agreement.
19. PARTICULARS OF EMPLOYEES
The Statement of Particulars pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2002 forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Reports and Accounts are being sent to all shareholders excluding the
above statement. The statement is available for inspection at the
Registered office during working hours up to the date of the Annual
General Meeting or may write to the Company Secretary for a copy.
20. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company''s shareholders,
business partners and suppliers for their understanding and support.
The Directors also take this opportunity to thank Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued
support. Finally, your Directors acknowledge the dedicated services
rendered by all employees of the Company.
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua
Delhi, 9th August, 2014 Managing Director Whole Time Director
Mar 31, 2013
Dear Members,
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2012-13.
1. FINANCIAL RESULTS
(Rs.in Lacs)
Particulars: 2012-13 2011-12
Sales & Other Income 101090.97 86573.20
Total Expenditure 91772.31 78910.26
Profit before Depreciation & Tax 9318.66 7662.94
Depreciation 2549.82 2310.29
Profit before Tax & Extra 6768.84 5352.65
Ordinary items
Extra Ordinary items (3.83)
Profit before Tax 6768.84 5348.82
Payment/Provision for Tax 2288.02 1358.32
Profit after Tax 4480.82 3990.50
Balance brought forward 610.45 329.17
from Previous year
Amount available for 5091.27 4319.67
Appropriation
Appropriation :
Final Dividend 240.02 180.02
Tax on Final Dividend 40.79 29.20
Transfer to General Reserve 4500.00 3500.00
Balance carried to Balance Sheet 310.46 610.45
TOTAL 5091.27 4319.67
Basic and Diluted Earning 37.34 33.25
per Share (in Rs.)
2. BUSINESS PERFORMANCE
The total revenue of your Company increased to Rs.101090.97 lacs as
against Rs.86573.20 lacs in the previous year which reflects growth of
16.77%. The EBIDTA rose by 16.40% to Rs.11088.95 lacs as compared to Rs.
9526.29 lacs in previous year. The earning per share increased from
Rs.33.25 to Rs.37.34 on equity share of Rs.5 /- each.
The consistent performance over a long period of time despite growing
complexities in the industry and economy indicates that company is a
growth driven entity. During the year under review, the Synergy
realised in financial term due to softening in raw material price gave
an opportunity to spend more on initiatives as to futuristic growth.
The Retail business registered growth of 18.07% to Rs.7225.33 lacs
compared to Rs.6119.42 lacs in previous year, During the year under
review, the retail business continued its growth journey with new
outlet launches realigning and consolidating small ones thus making 168
outlets at the end of FY13.The export business achieved turnover of
Rs.3003.70 lacs against Rs.3052.82 lacs last year, which remained almost at
par due to overall weak sentiments across the world.
3. DIVIDEND
Your Directors are pleased to recommend dividend of 40% on the equity
shares of the Company for the financial year 2012-13.
4. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re- appointment. They have
furnished the requisite certificate to the effect that their
re-appointment, if effected, will be in accordance with Section 224(1B)
of the Companies Act, 1956.
5. COST AUDITOR
During the financial year 2012-13, Ministry of Corporate Affairs has
issued Orders under section 233B of the Companies Act and also issued
some Circulars in this regard. As a result of which, Cost Audit become
applicable on the Company for the financial year 2013-14. Hence, to
conduct the Cost Audit, M/s. R.J. Goel & Co., Cost Accountants have
been appointed as Cost Auditors by the Board of Directors of the
Company. The Cost Audit Report for the financial year 2013-14 will be
filed in due course.
6. AUDITORS'' REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
7. DIRECTORS
In order to strengthen existing Board of Directors, Mr. Kuruvila
Kuriakose and Mr. Umesh Nath Kapur were appointed as Additional
Director of the Company with effect from 05.11.2012. Further, Mr. Deval
Ganguly was appointed as Additional Director and subsequently appointed
as Whole Time Director of the Company with effect from 5.11.2012.
Mr. S.K. Sapra, Director of the Company resigned w.e.f. 21.10.2012.
Mr. Vivek Kumar and Mr. Pankaj Shrimali , Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re- appointment.
Your Directors recommend their appointment as the Directors of the
Company.
8. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchanges forms part of this
Report.
9. NEW PRODUCT DEVELOPMENT
During the year under review, the Company has given more emphasis upon
New Product Development in order to keep its products ahead in fast
changing fashionable and competitive market. The Company has adopted
product engineering and rationalisation by focusing upon latest design
and quality. To achieve the desired result, the Company carried out
extensive market research on its product and also obtained feedback of
customers thereon. This step has been leading towards increase in
sales of products which are of latest designs and more in demand.
Consequently, it resulted into brand recognition of the Company.
10. CREDIT RATING
The ICRA and CARE have assigned the rating A- for long term fund
facility and A2 for short term fund facility to your Company. These
ratings represent adequate safety of credit facilities given to the
Company.
11. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement, forms part of this Report.
The requisite certificate from the Statutory Auditors of the Company,
M/s. Gupta & Dua, Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is attached to Corporate Governance Report.
12. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from Public
during the year under review.
13. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with regard to
Directors'' Responsibility Statement, it is hereby confirmed:
1. That the applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and that there have been no material
departures there from;
2. 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 at the end of the financial year 2012-13 and
of the profit of the Company for year under review.
3. 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 safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the Annual Accounts on a going
concern basis.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies [Disclosure of Particulars in the report
of Board of Directors] Rules, 1988, are set out in Annexure forming
part of the Directors'' Report.
15. FINANCIAL RISK
The Company has policy to hedge payment of foreign currency in order to
reduce risk of volatile international market of foreign exchange.
All properties, including building, plant, machinery, furniture,
fixture and stock of the Company have been properly insured against all
kind of risks.
Further, the Company has obtained a separate insurance policy to cover
any peril which may arise on account of incoming and outgoing movement
of raw material/ finished goods across its manufacturing units and the
places of distributors respectively.
16. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS
Manpower management is an integral part of the process of the
management of a business. At Relaxo, Human Resource Managers interpret
the progressive needs of the organization and direct individual
potential towards a common goal.
The Company took initiatives to organize sales and retail trainings at
very frequent intervals. To enhance the capability of existing
manpower, the Company has tied up with the educational institutions
like FDDI, CFTI, MG University. The Company has facilitated the
educational enhancement of around 100 employees in the previous year.
As a part of talent building initiative the company has recruited
talents from various IIT and IIM Institutes across India. The Company
has been continuously hiring professionals in all facets from
Manufacturing to Sales for building a strong talent pool of future
Managers and Leaders.
17. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached herewith the Annual Report. The
Managing Director & CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
18. PARTICULARS OF EMPLOYEES
The Statement of Particulars pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2002 forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Reports and Accounts are being sent to all shareholders excluding the
above statement. The statement is available for inspection at the
Registered Office during working hours up to the date of the Annual
General Meeting or may write to the Company Secretary for a copy.
19. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company''s shareholders,
business partners and suppliers for their understanding and support.
Your Directors record their appreciation and gratitude to the banks for
their continued and timely assistance in meeting the Company''s resource
requirement. Finally, your Directors acknowledge the dedicated services
rendered by all employees of the Company.
For and on behalf of the Board of Directors
RAMESH KUMAR DUA MUKAND LAL DUA
Managing Director Whole Time Director
Place: Delhi Date: July 27, 2013
Mar 31, 2012
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2011-12.
1 FINANCIAL RESULTS
(Rs. in Lacs)
Particulars: 2011-12 2010-11
Sales & Other Income 86573.20 69213.20
Total Expenditure 78910.26 63563.29
Profit before Depreciation & Tax 7662.94 5649.91
Depreciation 2310.29 2095.48
Profit before Tax & Extra 5352.65 3554.43
Ordinary items
Extra Ordinary items 3.83 -
Profit before Tax 5348.82 3554.43
Payment / Provision for Tax 1358.32 883.12
Profit after Tax 3990.50 2671.31
Balance brought forward from 329.17 859.59
Previous year
Prior Period Adjustment - 7.73
Amount available for 4319.67 3538.63
Appropriation
Appropriation :
Final Dividend 180.02 120.01
Tax on Final Dividend 29.20 19.47
Interim Dividend - 60.01
Tax on Interim Dividend - 9.97
Transfer to General Reserve 3500.00 3000.00
Balance carried to Balance 610.45 329.17
Sheet
TOTAL 4319.67 3538.63
Basic and Diluted Earning per 33.25 22.26
Share (in Rs.)
2. BUSINESS PERFORMANCE
During the year under review, the Company performed well, inspite of
difficult conditions prevailing in the domestic and world market for
greater part of the year, total Revenue achieved Rs.86573.20 lacs as
against Rs.69213.20 lacs in previous year which reflects growth of
25%.The EBIDTA rose by 31% to Rs.9526.29 lacs as compared to Rs.7240.76
lacs in previous year. The Earning per Share increased from Rs.22.26 to
Rs.33.25 on Equity Share of Rs.5/- each.
The key raw materials used in the manufacturing of footwear are Rubber
& EVA. Due to the unprecedented price volatility during the major part
of the year, the increased costs could not be recovered to its fullest.
However, during the last quarter, the prices of the said materials
started declining and dropped significantly. This impact was quite
noticeable in the last quarter, resulting in an overall increase in the
profit. The improvement on the profit was also yielded due to timely
sales realizations, effective cost rationalization in marketing cost
and overheads.
The Retail business contributed Rs.6119.42 lacs as compared to Rs.4592.36
lacs in total revenue of the Company. During the year under review, 25
outlets were added making the total to 149.
The Company resulted growth of 36% in export turnover by achieving an
export turnover of Rs.3052.82 lacs as against Rs.2208.21 lacs in previous
year. The Company successfully participated in Expo Riva Shoe Fair in
Italy to showcase its products and prospective buyers appreciated the
quality and designs. The Company has been directly exporting to sixteen
countries. The Council of Leather Export of India has conferred upon
the Company an award of 2nd largest non leather exporter for the
financial year 2010-11.
3. DIVIDEND
Your Directors are pleased to recommend a dividend of 30% on the equity
shares of the Company for the financial year 2011-12.
4. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. They
Have furnished there quisite certificate to the effect that their
re-appointment, if effected, will be in accordance with Section 224(1B)
of the Companies Act, 1956.
5. AUDITORS' REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
6. DIRECTORS
Mr. S.K. Sapraand Mr. Nikhil Dua, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Your Directors recommend their appointment as the Directors of the
Company .
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchanges forms part of this
Report.
8. PU PROJECT
It is High Fashionable and formal footwear on PU (Poly Urethane)
technology with additional features of longevity, skid resistance and
light weight. The Company has already launched this product range under
Flite PU - Fashion in one of the existing plant and is getting good
response from the end customer. Further, your Company is in advance
stage of commissioning a full fledged manufacturing unit in current
financial year.
9. LOGISTIC
To synchronise with the pace of growth of the Company, Logistic
department is being revamped by adding up distribution infrastructure.
It has played pivotal role in the growth of the Company. It ensures
availability of right goods at right place at right time. The company
has effective logistic department which is supported by five warehouse
across India. The Company received 'Supply Chain Leader 2011' award
from Industry 2.0 Technology Management Magazine.
10. CREDIT RATING
The ICRA and CARE have assigned the rating A- for long term fund
facility and A2 for short term fund facility to your Company. These
ratings represent adequate safety of credit facilities given to the
Company.
11. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement, forms part of this Report.
The requisite certificate from the Statutory Auditors of the Company,
M/s. Gupta & Dua, Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is attached to Corporate Governance Report.
12. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from Public
during the year under review.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with regard to
Directors' Responsibility Statement, it is hereby confirmed :
1. That the applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and that there have been no material
departures there from;
2. 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 at the end of the financial year and of the
profit of the Company for year under review.
3. 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 safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the Annual Accounts on a going
concern basis.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies [Disclosure of Particulars in the report
of Board of Directors] Rules, 1988, are set out in Annexure forming
part of the Directors Report.
15. FINANCIAL RISK
The Company has policy to hedge payment of foreign currency in order to
reduce risk of volatile international market of foreign exchange.
All properties, including building, plant, machinery, furniture,
fixture and stocks of the Company have been properly insured against
all kind of risks.
16. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS
The Company stayed focused on overall development of its human capital
by organizing training and development programs to boost up the morale
of employees and to maintain work life balance. The Industrial
Relations in all the units of the Company remained cordial during the
year under review. The Company has also provided opportunities to
willing workers to upgrade their basic educational qualification at
different levels-matriculation/ ITI/Diploma and graduation. The company
has commenced hiring professionals in all facets from Manufacturing to
Sales for building a strong talent pool of future Managers and Leaders.
17. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached herewith the Annual Report. The
Managing Director & CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
18. PARTICULARS OF EMPLOYEES
The Statement of Particulars pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2002 forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Reports and Accounts are being sent to all shareholders excluding the
above statement. The statement is available for inspection at the
Registered Office during working hours up to the date of the Annual
General Meeting or may write to the Company Secretary for a copy.
19. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company's shareholders,
business partners and suppliers for their understanding and support.
Your Director's record their appreciation and gratitude to the banks
for their continued and timely assistance in meeting the Company's
resource requirement. Finally, your Directors acknowledge the dedicated
services rendered by all employees of the Company.
For and on behalf of the Board of Directors
RAMESH KUMAR DUA MUKAND LAL DUA
Managing Director Whole Time Director
Place : Delhi
Date : May 12, 2012
Mar 31, 2011
Dear Members,
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2010-11.
1. FINANCIAL RESULTS (Rs. in Lacs)
Particulars: 2010-11 2009-10
Sales & Other Income 69213.20 55781.93
Total Expenditure 63560.09 48857.13
Profit before Depreciation & Tax 5653.11 6924.80
Depreciation 2095.48 1545.70
Profit before Tax & Extra Ordinary items 3557.63 5379.10
Extra Ordinary items - (1.22)
Profit before Tax 3557.63 5377.88
Payment/Provision for Tax 886.32 1608.66
Profit after Tax 2671.31 3769.22
Balance brought forward from Previous year 859.59 1293.36
Prior Period Adjustment 7.73 7.16
Amount available for Appropriation 3538.63 5069.74
Appropriation :
Final Dividend 120.01 120.01
Tax on Final Dividend 19.47 19.93
Interim Dividend 60.01 60.01
Tax on Interim Dividend 9.97 10.20
Transfer to General Reserve 3000.00 4000.00
Balance carried to Balance Sheet 329.17 859.59
TOTAL 3538.63 5069.74
Basic and Diluted Earning per Share Rs. 22.26 31.41
2. OPERATIONS
During the year under review, the Company recorded a Gross Income of
Rs. 692.13 Crores against Rs. 557.82 Crores in previous year i.e an
increase of 24%. However, Net Profit after Tax has decreased from Rs.
37.69 Crores to Rs. 26.71 Crores due to constant increase in material
cost during the year.
Now, the Company is optimistic and striving in order to maintain
adequate margin in forthcoming years.
3. DIVIDEND
Your Directors are pleased to recommend a dividend of 20% on the equity
shares of the Company for the financial year 2010-11 in addition to 10%
Interim Dividend paid during the year.
4. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Dua, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. They have
furnished the requisite certificate to the effect that their
re-appointment, if effected, will be in accordance with Section 224(1B)
of the Companies Act, 1956.
The Statutory Auditors of the Company changed their firm's name from
M/s. Gupta & Jhunjhunwala to M/s. Gupta & Dua, Chartered Accountants
during the current financial year.
5. AUDITORS' REPORT
The observation of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
6. DIRECTORS
Mr. Vivek Kumar and Mr. Pankaj Shrimali, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Your Directors recommend their appointment as the Directors of the
Company .
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchanges forms part of this
Report.
8. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement, forms part of this Report.
The requisite certificate from the Statutory Auditors of the Company,
M/s. Gupta & Dua, Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is attached to Corporate Governance Report.
9. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from Public
during the year under review.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with regard to
Directors' Responsibility Statement. It is hereby confirmed :-1. That
the applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and that there have no material
departures there from;
2. 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 at the end of the financial year and of the
profit of the Company for year under review.
3. 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 safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the Annual Accounts on a going
concern basis.
11. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO;
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies [Disclosure of Particulars in the report
of Board of Directors] Rules, 1988, are set out in Annexure forming
part of the Directors' Report.
12. LISTING AT NATIONAL STOCK EXCHANGE
Your Directors are pleased to inform that Equity shares of the Company
has been listed on National Stock Exchange of India Limited with effect
from 17.06.2011 in addition to existing listing with Bombay Stock
Exchange Limited.
13. FINANCIAL RISK
The Company has policy to hedge payment of foreign currency in order to
reduce risk of volatile international market of foreign exchange.
All properties, including building, plant, machinery, furniture,
fixture and stocks of the Company have been properly insured against
all kind of risks.
14. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS
The Company during the year organized training and development to boost
up the morale of employees, maintain work life balance and to create a
feeling of team work to develop capabilities to enhance its leadership
in the talent domain. Areas of focus have been leadership development,
sales and quality of services. The Industrial Relations in all the
units of the Company continued to be cordial during the year under
review.
15. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached herewith the Annual Report. The
Managing Director & CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
16. PARTICULARS OF EMPLOYEES
The Statement of Particulars pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2002 forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Reports and Accounts are being sent to all shareholders excluding the
above statement. The statement is available for inspection at the
Registered Office during working hours up to the date of the Annual
General Meeting or write to the Company Secretary for a copy.
17. ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company's shareholders,
business partners and suppliers for their understanding and support.
Your Director's record their appreciation and gratitude to the banks
for their continued and timely assistance in meeting the Company's
resource requirement. Finally, your Directors acknowledge the dedicated
services rendered by all employees of the Company.
For and on behalf of the Board of Directors
RAMESH KUMAR DUA MUKAND LAL DUA
Managing Director Whole Time Director
Place: Delhi
Dated: July 30, 2011
Mar 31, 2010
The Board of Directors of your Company take pleasure in presenting its
report on the working of the Company for the Financial Year 2009-10.
1. FINANCIAL RESULTS
(Rs. in Lacs)
Particulars : 2009-10 2008-09
Sales & Other Income 55781.93 41004.86
Total Expenditure 48857.13 37519.50
Profit before Depreciation & Tax 6924.80 3485.36
Depreciation 1545.70 1047.01
Profit before Tax & Extra Ordinary items 5379.10 2438.35
Extra Ordinary Items 1.22 40.32
Profit before Tax 5377.88 2398.03
Payment / Provision for Tax 1608.66 974.80
Profit after Tax 3769.22 1423.23
Balance brought forward from previous year 1293.36 725.44
Prior Period Adjustment 7.16 -
Amount available for Appropriation 5069.74 2148.67
Appropriation :
Final Dividend 120.01 90.01
Tax on Final Dividend 19.93 15.30
Interim Dividend 60.01 -
Tax on Interim Dividend 10.20 -
Transfer to General Reserve 4000.00 750.00
Balance carried to Balance Sheet 859.59 1293.36
TOTAL 5069.74 2148.67
Basic and Diluted Earning Per Share 31.41 11.86
2. DIVIDEND
Your Directors have paid interim Dividend of 10% on equity shares of
the Company for the financial year 2009- 10. Further, your Directors
recommend a dividend of 20% on the equity shares of the Company for the
year under review.
3. RESERVES
The reserves at the beginning of the financial year 2009-10 were
Rs.6796.40 Lacs and the reserves at the end of the financial year
2009-10 are 10392.63 Lacs.
4. AUDITORS
The Statutory Auditors of the Company M/s. Gupta & Jhunjhunwala,
Chartered Accountants hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. They have
furnished the requisite certificate to the effect that their
re-appointment, if effected, will be in accordance with Section 224(1B)
of the Companies Act, 1956.
5. AUDITORS REPORT
The observations of the Auditors on the Accounts for the year under
report have been suitably explained in the Notes to Accounts and do not
require any further clarification.
6. DIRECTORS
The Board deeply condoles the sad demise of Mr. G.C. Rastogi,
Independent Director of the Company and prays for peace to departed
divine soul. The Board takes on record his valuable contribution made
to the Company during his tenure of office.
Mr. S.K. Sapra, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Mr. Pankaj Shrimali was appointed as an Additional Director at the
meeting of the Board of Directors held on 29th May, 2010 in order to
maintain combination of Executive Director and Non Executive
Independent Director as per clause 49 of Listing Agreement. He holds
office of Directorship upto the date of the ensuing Annual General
Meeting. The Company has received notice under section 257 from a
member proposing his appointment as Director liable to retire by
rotation.
The Board decided to re-appoint Mr. Nikhil Dua, Whole-time Director on
revised terms and conditions as approved by Remuneration Committee.
Your Directors recommend their appointment as the Director of the
Company.
7. CORPORATE GOVERNANCE
The Company has taken the requisite steps to comply with the
recommendations concerning the Corporate Governance. A Report on
Corporate Governance together with a certificate from the Auditors of
the Company regarding compliance of conditions of Corporate Governance
as stipulated under clause 49 of the Listing Agreement is annexed to
this Report.
8. FIXED DEPOSITS
The Company has not raised any money by way of Fixed Deposits under
section 58A of the Companies Act, 1956 during the year and review.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with regard to
Directors Responsibility Statement, it is hereby confirmed:-
1. That the applicable Accounting Standards have been followed in the
preparation of the Annual Accounts for the financial year 2009-10, and
that there have been no material departures there from;
2. 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 at the end of the Financial Year 2010 and of
the profit of the Company for the year and review.
3. 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 safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the Annual Accounts on a going
concern basis.
10. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A. CONSERVATION OF ENERGY
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 regarding the conservation of energy are not
applicable to our Company.
B. TECHNOLOGY ABSORPTION
I. RESEARCH AND DEVELOPMENT
a) Specific areas in which R & D carried out by the Company :
- Import substitution of various components and spares.
- Product / process development.
- Waste recycling.
- Raw material & Chemical substitution.
b) Benefits derived as a result of R & D
- Improvement in quality.
- Development of new product / process.
c) Expenditure on R & D
- Expenses of Rs. 5.56 Lacs have been incurred for R & D.
II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a) Efforts made towards technology
- Introduction of low shrinkage footwear.
- Introduction of light weight footwear.
b) Benefits derived as a result of the above efforts
- Better market acceptance.
- Improvement in quality.
- Reduction in process cycle time.
- Reduction in wastage & process losses.
- Reduction in overall cost of production.
c) Technology imported during last five years NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to export initiatives taken to increase exports,
development of new export for products and export plans: The Company
has developed markets of Middle East, Europe, & Africa and these
markets will increase overall export of Company in coming years.
b) Total Foreign Currency used and earned
Used Rs.3142.66 Lacs
Earned Rs. 1058.21 Lacs
11. RENEWABLE ENERGY AND CONSERVATION OF ENERGY
The world is seriously concerned with the matter of global warming and
consequential impact of the global economy and the environment. It was
felt necessary for your Company to undertake initiatives to support the
global movement combating the adverse impact. As awared corporate, your
Company has set up 6 MW Wind Turbine Generators during financial year
2009-10. One of the greatest advantages of Wind Energy is that it is
ample and renewable. The other advantages of Wind Energy is that it is
widely distributed, cheap, and also reduces toxic gas emissions in the
environment.
12. INFORMATION TECHNOLOGY
SAP has been implemented in your Company covering all manufacturing
units of the Company in order to run your enterprise in accordance with
strategy and plans, accessing the right information in real time. Among
other benefits, SAP will improve operational efficiency and
productivity within and beyond your Company.
13. INCREASE IN PRODUCTION CAPACITY
The Company increased production capacity by 15000 pairs per day in
existing plants and 10000 pair per day by putting up a new Plant at
Bahadurgarh, Haryana during the financial year 2009-10.
14. INCREASE IN RETAIL OUTLETS
The heightened awareness of products among consumers is a "golden
mantra of Sales. The Company has so far opened 100 retail outlets
covering NCR, Punjab, Haryana, Uttaranchal and Gujarat. This is part of
our endeavor to create many more one-stop shops displaying our entire
range of footwear. The roll-out of these retail outlets is directly
influencing consumer demand and turnover of the Company.
15. FOREIGN EXCHANGE RISK MANAGEMENT
The Company has policy to hedge the payment of foreign currency in
order to reduce risk of volatile international market of foreign
exchange.
16. INSURANCE
All properties, including building, plant, machineries, furniture,
fixture and stocks of the Company have been properly insured against
all kind of risks.
17. HUMAN RESOURCES MANAGEMENT & INDUSTRIAL RELATIONS
The Company during the year organised training and development
programmes to boost up the morale of employees, maintain work life
balance and to create a feeling of team-work to develop capabilities to
enhance its leadership in the talent domain. Areas for focus have been
leadership development, sales and quality of services. The Industrial
Relations in all the units of the Company continued to be cordial
during the year under review.
18. ENVIRONMENT AND SAFETY
The Company is committed to ensure health and safety to all employees,
visitors and any other person present at the work place of the Company.
Adequate measures for safe guarding the safety and health of employees
and labourers are installed at the plants of Company. The Company
installs fire fighting equipments at all manufacturing plants. Workers
/staff are trained to handle these equipments effectively in case of
any eventuality.
19. CEO AND CFO CERTIFICATION
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached with the Annual Report. The
Managing Director & CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
20. QUALITY MANAGEMENT
Your Company has been certified for ISO 9001:2000 by British Standards
Institute (B.S.I.). This certification enables an organization to
improve product quality and enhance productivity. This assessment
signifies your Companys capability to manage and control manufacturing
process for efficient production and supply of quality products to its
customers in domestic as well as in international market.
21. PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217 (2A) OF THE
COMPANIES ACT, 1956
The Statement of Particulars pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2002, forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Reports and Accounts are being sent to all shareholders excluding the
above statement. The statement is available for inspection at the
Registered Office during working hours upto the date of the Annual
General Meeting or write to the Company Secretary for a copy.
22. APPRECIATION
Your Directors express their gratitude to the Companys shareholders,
business partners and suppliers for their understanding and support.
Your Directors record their appreciation and gratitude to the banks
for their continued and timely assistance in meeting the Companys
resource requirement. Finally, your Directors acknowledge the dedicated
services rendered by all employees of the Company.
For and on behalf of the Board of Directors
Place : Delhi RAMESH KUMAR DUA MUKAND LAL DUA
Date : May 29, 2010 Managing Director Whole Time Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Relaxo Footwears Ltd.
-
Relaxo Footwears Ltd. Tools
- Bulk Deals
- Block Deals
-
Relaxo Footwears Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
Relaxo Footwears Ltd. Key Financial Ratios
- Ratios
-
Relaxo Footwears Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Relaxo Footwears Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Relaxo Footwears Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Relaxo Footwears Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
