RAYMOND Directors Report

Your Directors are pleased to present the Ninety-First Annual Report on the business and operation of the Company togetherwith the Audited Financial Statements for the year endedMarch 31, 2016. The Management Discussion and Analysis is also
included in this Report.


 


CORPORATE OVERVIEW


 


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


 


OVERVIEW OF THE ECONOMY


 


The Global economy disappointed in terms of growth, withdeceleration of activity in key emerging and developing economies like China, Brazil, Russia overshadowing a
modest recovery in major high income countries. The deceleration was accompanied by declines in commodity prices, subdued global trade, bouts of financial market
volatility and weakening capital flows. India was a notable exception, growing at 7.6% as per Central Statistical Office (CSO) estimates, despite declines in exports. Inflation has
come down, however industrial activity and consumption has not been buoyant.


 


Three key transitions will influence the global outlook forgrowth - pace of rebalancing in China, commodity prices and monetary policy actions in the US and other major
economies. For India, though the long term prospects for continued growth remain undiminished, actual pace will depend on revival in private investment and rural
consumption, strengthening of bank balance sheets andcontinued implementation of economic reforms.


 


FINANCIAL RESULTS


 




































































Particulars



Standalone



Consolidated



 



' in Crore



' in Crore



 



March
31, 2016



March
31, 2015



March
31, 2016



March
31,2015



Gross Revenue



2793.60



2645.47



5632.48



5374.54



Profit before
tax (after
exceptional
Item)



128.21



109.64



161.91



159.75



Tax Expenses
(Including
Deferred Tax)



46.12



9.64



72.13



43.89



Minority
Interest and
Share in Profit
of Associates



 



 



2.27



3.05



Profit after Tax



82.09



100.00



92.05



112.81



 


FINANCIAL PERFORMANCE


 


Your Company reported a marginal top-line growth of 5.60% over the Previous Year. At Standalone level, the Gross Revenue from operations stood at ' 2793.60 crore compared
with ' 2645.47 crore in the Previous Year. The Operating Profit before tax stood at ' 128.21 crore as against ' 109.64 crore in the Previous Year. The Net Profit for the year stood at ' 82.09
crore against ' 100 crore reported in the Previous Year.


 


The Consolidated Gross Revenue from operations for FY 2016 was at ' 5632.48 crore (Previous Year: ' 5374.54 crore), registering a growth of 4.80%. The Consolidated Operating Profit stood at ' 161.91 crore (Previous Year: ' 159.75 crore). The Consolidated Profit after tax stood at ' 92.05 crore (Previous Year: ' 112.81 crore).


 


There are no material changes or commitments affecting the financial position of the Company which have occurredbetween the end of the financial year and the date of this Report.


 


DIVIDEND AND RESERVES


 


Your Directors are pleased to recommend a dividend of 30% i.e. ' 3 per equity share of face value of ' 10 each aggregating to ' 18.41 crore (Previous Year: ' 18.41 crore). During the year under review, your Company transferreda sum of ' 21 crore to the Debenture Redemption Reserve (Previous Year: ' 43.75 crore).


 


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


 


SHARE CAPITAL


 


The paid up Equity Share Capital as at March 31, 2016 stood at ' 61.38 crore. During the year under review, the Company has not issued shares with differential voting rights nor has
granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.


 


ANALYSIS AND REVIEW


 


Textile and Apparel Industry Conditions


The Indian Textile Industry is one of the leading textile industries in the world. It is one of the key sectors of India's manufacturing segment as it contributes significantly to the economy in terms of employment generation and foreign exchange revenue.


 


Indian Textile and Apparel industry contributes about 14% to industrial production, 5% to GDP and 17% to country's export earnings.


 


The domestic textile and apparel industry in India is estimated to reach US$ 223 billion by 2021 from US$ 108 billion in 2015. The fundamental strength of this industry flows from its strong
production base of wide range of fibres and yarns rangingfrom natural fibres to man-made fibres.


 


Opportunities and Challenges


 


The future for the Indian textile industry looks promising, buoyed by strong domestic consumption. The Government has introduced the Amended Technology Upgradation
Fund Scheme (ATUFS) to give a further boost for technology investment in the textile industry. The ATUFS targets employment generation, exports, conversion of existing looms to better-quality technology looms and improved quality of processing industry. The ATUFS is expected to act as a catalyst to the Government's 'Make in India' campaignfor the textile sector. Approval has also been given for 24 new textile parks which will further create employment
opportunities and investments. The long awaited NationalTextile policy to be announced shortly will further accelerate growth in this sector.


 


However, there are several challenges ahead for the Textile industry for enhancing its competitive strength and global positioning in terms of inflexible labour laws, poor
infrastructure, competition from low cost neighbouring countries which will have to be addressed to sustain the growth momentum of the industry.


 


Performance Highlights


 


During FY 2016, despite challenging business environment your Company's total Textile sales registered a growth of 5.82%; Net Revenue being ' 2683.21crore in FY 2016 as against ' 2535.59 crore in FY 2015. The increase in sales was led by growth in B2C shirting business.


 


Raw Material


 


Textile fibre prices remained mostly stable for first 3 quarters of FY 2016 but eventually declined in the last quarter. The sharp fall of crude oil prices followed by a spectacular rally raised the level of volatility on commodity markets, with textile fibres not escaping the price variations. Cotton prices dropped whereas polyester and viscose surged. The prices of wool steadily increased whereas nylon and acrylic remained stable. Multiple raw material cost saving initiatives have also helped in keeping costs in control.


 


Retail network presence


 


Your Company was judicious in its Retail expansion plans. The Retail network now covers a large number of Tier 4 and 5 cities. As on March 31, 2016 your Company had 1051 (Previous Year 1003) retail stores (including 47 overseas stores) across all formats. This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM).


 


FINANCE AND ACCOUNTS


 


During the year under review, your Company had issued and allotted following 2 series of Debentures on private placement basis:


 




  • 9.75% - 1000 Unsecured Redeemable Non-ConvertibleDebentures (NCD) Series H of ' 10,00,000/- each forcash at par aggregating to ' 100 crore.


     




  • 9.52% - 1000 Unsecured Redeemable Non-ConvertibleDebentures (NCD) Series I of ' 10,00,000/- each for cashat par aggregating to ' 100 crore.




 


The aforesaid Series of NCD's are listed on Wholesale DebtMarket (WDM) of National Stock Exchange of India Limited. During the year under review, 1000 Unsecured Redeemable
Non-Convertible Debentures (NCD) Series A of ' 10,00,000/- each aggregating to ' 100 crore and 300 Unsecured Redeemable Non-Convertible Debentures (NCD) Series D of ' 10,00,000/- aggregating to ' 30 crore were redeemedon attaining maturity.


 


During the year under review, the Rating agency CARE upgraded the Company's long term borrowings to "AA” from "AA-” for long term borrowings. CRISIL and CARE maintained the A1+ rating for the Company's short term borrowings.


 


Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2016.


 


PERFORMANCE OF SUBSIDIARY COMPANIES


Domestic subsidiaries


Raymond Apparel Limited


 


Raymond Apparel Limited brings to the customers the best of fabrics and styling through some of India's most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx. The Gross Revenue of the company for FY 2016 stood at ' 840.23 crore (Previous Year: ' 702.31
crore). Profit after tax for the year stood at ' 21.51 crore (Previous Year: ' 15.49 crore).



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


 


Colorplus Fashions Limited


 


This company operates as the ready-to-wear premium casual lifestyle brand for men under the 'Colorplus' brand. The company's Gross Revenue for FY 2016 stood at ' 272.60 crore (Previous Year: ' 245.47 crore). The company made a loss of ' 6.42 crore (Previous Year: ' 12.70 crore).


 


Silver Spark Apparel Limited


 


The company has a quality overseas clientele, and the strong export order book led to a strong sales growth performance. The Gross Revenue of the company for FY 2016 stood at ' 423.40 crore (Previous Year: ' 392.78 crore). The company had a profit after tax of ' 13.30 crore (PreviousYear: ' 16.24 crore).


 


Dress Master Apparel Private Limited


Silver Spark Apparel Limited, had on September 10, 2015 completed the acquisition of Dress Master Apparel Private Limited (formerly known as Robot Systems Private Limited) a company engaged in garment manufacturing located in Bangalore. The company registered a loss of ' (0.97) croreduring the year under review.


 


Celebrations Apparel Limited


 


This company has a state-of-the art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2016 stood at ' 77.23 crore (Previous Year:
' 59.20 crore). The company incurred a loss of ' 0.72 crore (Previous Year: ' 0.88 crore).


 


Everblue Apparel Limited


 


This company has a state-of-the art denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of the company for FY 2016 stood at ' 55.41 crore (Previous Year: ' 51.83 crore). The company earned a Profit after tax of ' 0.71 crore (Previous Year: ' 0.72 crore).


 


Raymond Woollen Outerwear Limited


 


The Gross Revenue of the company for FY 2016 stood at ' 3.24 crore (Previous Year: ' 4.09 crore). During the year, the company had a loss of ' 0.23 crore (Previous Year: Profit ' 0.06 crore).


 


JK Files (India) Limited


 


This company is the largest manufacturer of steel files in the world with a sizeable global market share in the files business. The company reported a Gross Revenue of ' 403.83 crore for the FY 2016 (Previous Year: ' 449.98 crore) with a loss of ' 5.51 crore (Previous Year: ' 2.49 crore). The loss was due to the adverse impact of low volume off-take in both domestic and export markets caused by weak economic conditions in the company's main markets, hence impacting the operating margins.


 


JK Talabot Limited


 


This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During FY 2016, the Gross Revenue of the company stood at ' 24.39 crore (Previous Year: ' 27.07 crore). The company reported a profit after tax of ' 1.38 crore during FY 2016 (Previous Year: ' 0.93 crore).


 


Scissors Engineering Products Limited


 


The company registered a loss of ' 0.02 crore during the year under review (Previous Year: ' 0.01 crore).


 


Ring Plus Aqua Limited


 


This company manufactures high quality automotive components and supplies to the domestic markets as well as to Europe, North America and Latin America. The
Gross Revenue of the company stood at
' 173.83 crore (Previous Year: ' 231.90 crore). During the year under review, the company made loss of ' 39.51 crore (Previous Year: '12.29 crore). The above loss for FY 2016, includes the loss of ' 34.94 crore arising out of restructuring the forging business.


 


Pashmina Holdings Limited


 


The company made a profit after tax of ' 0.04 crore in FY 2016 (Previous Year: ' 0.57 crore).


 


Raymond Luxury Cottons Limited


 


This company caters to niche high-value Luxury Cotton shirting customers. The erstwhile Joint Venture partner Cotonificio Honegger S.p.A. was declared bankrupt by an Italian Court. The bankruptcy proceedings are in progress. The Company's claim for a sum aggregating to ' 11 crore towards Export receivables has been admitted by the Italian Court Receiver. The Company has appointed an Italian Lawyer to protect its interest and attend to the legal proceedings in Italy.


 


During the year under review, Raymond Limited subscribed to the rights issue by the said Subsidiary Company and subscribed ' 61.68 crore of the Equity Share capital to help finance the expansion program of this subsidiary. The Gross Revenue for the FY 2016 stood at ' 467.14 crore (Previous Year: ' 393.32 crore). The Net profit after tax stood at ' 12.25 crore (Previous Year: ' 18.14 crore).


 


Overseas subsidiaries


 


Jaykayorg AG


 


This Company recorded a Profit of CHF 1,11,147 (equivalent to ' 0.73 crore) for the year ended December 31, 2015 [Previous Year: Loss CHF 13,26,008 (equivalent to ' 8.41 crore)].


 


Raymond (Europe) Limited


 


The Company recorded a profit of GBP 1,50,388 (equivalent to ' 1.49 crore) for the year ended December 31, 2015 [Previous Year: Profit GBP 48,197 (equivalent to ' 0.48 crore)].


 


R & A Logistics INC, USA


 


This Company is the subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers and made a profit of USD 11,281 (equivalent to ' 0.12 crore) for the year ended March 31, 2016 [Previous Year: loss USD 20,635 (equivalent to ' 0.09 crore)].


 


Silver Spark Middle East (FZE)


 


This company is the wholly owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. This company was incorporated on September 10, 2015 and will engage in Garmenting, Trading of Apparel and related products for the Middle East and African markets. This entity is yet to commence itsbusiness operations.


 


Raymond Lifestyle International DMCC


 


This company is the wholly owned subsidiary of Raymond Limited and is incorporated in the Dubai Multi Commodities Centre (DMCC), Dubai. This company was incorporated on March 24, 2016 and will engage in Trading of Textile, Apparel and related products for the Middle East and African markets. This company is yet to commence business operations.


 


PERFORMANCE OF JOINT VENTURE


 


Raymond UCO Denim Private Limited


 


This company is engaged in the business of manufacturing and marketing of denim fabrics and garments. In FY 2016, revenue from Indian operations was ' 840.77 crore (Previous Year: ' 870.67 crore). The company earned a profit after tax of ' 39.07 crore (Previous Year: ' 34.62 crore). This Company has successfully maintained its price leadership position. The company was able to sustain profitability through introduction of high margin value added products.


 


QUALITY & ACCOLADES


 


Your Company continues to win awards year-after-year, thus reiterating its credible market position. Some awards during FY 2016 are:


 




  1. Raymond Ltd was ranked as the #1 Textile Company by the Businessworld magazine and ranked #23 amongst the most respected companies in India (January 11,
    2016, edition );


     




  2. The Vapi Textile Unit bagged the following awards:




 




  • The Quality Mark Award, 2015 for Pioneer Industries under Textile category in the state of Gujarat for the second consecutive year in a row;


     




  • First position in SteamTech 2016 - 9th National Conference on Boiler and Steam Systems under the category of 'Best Boiler User Industry (Process)';




T




  1. he Chhindwara Textile Unit bagged the following awards: Quality Mark Award at a glittering function which was held at Indore;




 




  • CII - Best Contributor Award for most entries in majority of the streams during the 8th National Cluster Summit;




 




  1. Raymond Apparel Limited's RTW (Ready to Wear) Indiranagar Store won the award for "Innovative Retail Concept of the Year” by Asia Retail Congress;


     




  2. Raymond Luxury Cottons Limited won the Annual Greentech Safety Management Award 2015 in Gold Category as an outstanding achiever in the area of
    Safety in the Textile Sector; Silver Spark Apparel Limited won the award for "Best Companies to Work For 2015” Award by the Economic Times and the Great Place to Work for the second consecutive year in a row; and


     




  3. Raymond UCO Denim Pvt. Ltd., Yavatmal, bagged the following awards:




 




  • Golden Peacock Environment Management Award 2015;


    CII National Energy Management Award 2015;




  •  




  • Annual Greentech Environment Award 2015;




  • Earth Care Award 2015.




 


CONSOLIDATED FINANCIAL STATEMENTS


 


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


 


Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.


 


CORPORATE GOVERNANCE


 


As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate
governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.


 


EXTRACT OF ANNUAL RETURN


 


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


 


DIRECTORS


 


In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Smt. Nawaz Gautam Singhania, Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.


 


All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.


 


During the year under review, there is no change in the Board of Directors of the Company.


 


NUMBER OF MEETINGS OF THE BOARD


 


The details of the number of meetings of the Board held during the Financial Year 2015 -16 forms part of the Corporate Governance Report.


 


KEY MANAGERIAL PERSONNEL


 


The following are the Key Managerial Personnel of the Company:


























1.



Shri Gautam Hari :
Singhania



Chairman and
Managing Director



2.



Shri H. Sunder :



Whole-time Director



3.



Shri Sanjay Bahl :



Chief Financial Officer
(w.e.f. January 21, 2016)



4.



Shri Thomas Fernandes :



Company Secretary



 


During the year, Shri M. Shivkumar resigned as Chief Financial
Officer (CFO) of the Company w.e.f. December 31, 2015.
The Directors place on record their appreciation for the
contribution made by him during his tenure. The Board at its
Meeting held on January 21, 2016 has appointed Shri Sanjay
Bahl as Key Managerial Personnel (Group -Chief Financial
Officer).


 


COMMITTEES OF THE BOARD


 


The Board of Directors has the following Committees:




  1. Audit Committee




  2. Remuneration and Nomination Committee




  3. Committee of Directors (Stakeholders' Relationship
    Committee)




  4. Corporate Social Responsibility Committee. The details of the Committees along with their composition, number of meetings and attendance at the meetings are
    provided in the Corporate Governance Report.




 


BOARD EVALUATION


 


Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.


 


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


 




  1. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY
    THE COMPANY




 


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


 


CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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