CORPORATE GOVERNANCE REPORT
The Directors present the Company’s Report on Corporate Governance for the year ended March 31, 2016, in terms of Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”).
Raymond (“The Company”) governance philosophy is based on trusteeship, transparency and accountability. As a corporate citizen, our business fosters a culture of ethical behavior and disclosures aimed at building trust of our stakeholders. The Company’s Code of Business Conduct and Ethics, Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders and the Charter–Business for Peace are an extension of our values and reflect our commitment to ethical business practices, integrity and regulatory compliances.
The Company’s governance framework is based on the following principles:
• Appropriate composition and size of the Board, with each member bringing in expertise in their respective domains;
• Availability of information to the members of the Board and Board Committees to enable them to discharge their fiduciary duties;
• Timely disclosure of material operational and financial information to the stakeholders;
• Systems and processes in place for internal control; and
• Proper business conduct by the Board, Senior Management and Employees.
The Company continues to focus its resources, strengths and strategies to achieve the vision of becoming a global leader in Textiles, Apparel, Garmenting and Lifestyle Brands while upholding the core values of Quality, Trust, Leadership and Excellence.
A Report on compliance with the principles of Corporate Governance as prescribed by The Securities and Exchange Board of India (SEBI) in Chapter IV read with Schedule V of Listing Regulation is given below:
The Corporate Governance structure at Raymond is as follows:
1. Board of Directors: The Board is entrusted with an ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company’s management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosures.
2. Committees of the Board: The Board has constituted the following Committees viz, Audit Committee, Remuneration and Nomination Committee, Corporate Social Responsibility (CSR) Committee and the Committee of Directors (which also acts as the Stakeholders’ Relationship Committee). Each of the said Committee has been mandated to operate within a given framework.
THE BOARD OF DIRECTORS
Composition and category of Directors
The Board is broad-based and consists of eminent individuals from industry, management, technical, financial and marketing background. The Company is managed by the Board of Directors in coordination with the Senior Management team. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with statutory as well as business requirements.
The Company has a judicious mix of Executive and Non- Executive Directors. As on March 31, 2016, the Board comprised of 8 Directors out of which two are Executive Directors, four are Independent Directors and two are Non-Executive Directors. The Chairman of the Board is an Executive Director.
1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.
2. Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders’ Relationships Committee in Indian Public Limited companies other than Raymond Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.
3. Dr. Vijaypat Singhania, Shri Gautam Hari Singhania and Smt. Nawaz Gautam Singhania, are related to each other.
4. Details of Director(s) retiring or being re-appointed are given in notice to Annual General Meeting.
5. Brief profile of each of the above Directors is available on the Company’s website: www.raymond.in Independent Directors
The Non-Executive Independent Directors fulfil the conditions of independence specified in Section 149 of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulation. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulation has been issued and disclosed on website of the Company viz. http://www. raymond.in/cr/appointment/appointment.html
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. The Board Meetings are pre-scheduled and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. In case of business exigencies, the Board’s approval is taken through circular resolutions. The circular resolutions are noted at the subsequent Board Meeting. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-à-vis the budgets/targets.
In the Financial year 2015-16, the Board met four times. The meetings were held on April 29, 2015, July 31, 2015, October 28, 2015 and January 21, 2016. The Interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the Listing Regulation.
Information placed before the Board
The Company provides the information as set out in Regulation 17 read with Part A of Schedule II of Listing Regulation to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as part of the agenda papers in advance of the respective meetings or by way of presentations and discussions during the meeting.
Post Meeting Mechanism
The important decisions taken at the Board/Board Committee meetings are communicated to the concerned departments/ divisions.
The Company Secretary attends the Board meetings and advises the Board on Compliances with applicable laws and governance.
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under Companies Act, 2013, Listing Regulation and other various statutes and an affirmation is obtained. The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Company’s operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company’s and its subsidiaries/associates businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of the familiarisation programme for Directors are available on the Company’s website – www.raymond.in.
Code of Business Conduct & Ethics
The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of Directors and Senior Management Team (one level below the Board of Directors) of the Company. The Board of Directors and the members of Senior Management Team are required to affirm semi-annual Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically, and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company’s website – www.raymond.in.
Conflict of Interests
Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of the Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.
Insider Trading Code
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“The PIT Regulations”). The PIT Regulations has come into effect from May 15, 2015 and replaced the earlier Regulations. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.
The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders’ (“the Code”) in accordance with the requirements of the PIT Regulations.
The Code is applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code is displayed on the Company’s website viz. http://www.raymond.in/cr/policies/fdc/ fdc_policy.html.
COMMITTEES OF THE BOARD
The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee meetings are placed before the Board for noting.
The Board currently has the following Committees:
(A) AUDIT COMMITTEE
Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Economics, Risk and International Finance. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function. Shri I.D. Agarwal, Non-Executive, Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include Dr. Vijaypat Singhania, Shri Nabankur Gupta and Shri Pradeep Guha.
Meetings and Attendance
The Audit Committee met four times during the Financial Year 2015-16. The maximum gap between two meetings was not more than 120 days. The Committee met on April 29, 2015, July 31, 2015, October 28, 2015 and January 21, 2016. The necessary quorum was present for all Meetings. The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company.
Terms of Reference
The Audit Committee inter alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal controls system, discussion on financial results, interaction with Statutory and Internal Auditors, one–on-one meeting with Statutory and Internal Auditors, recommendation for the appointment of Statutory and Cost Auditors and their remuneration, recommendation for the appointment and remuneration of Internal Auditors, Review of Business Risk Management Plan, Review of Forex policy, Management Discussions and Analysis, Review of Internal Audit Reports, significant related party transactions.
The Company has framed the Audit Committee Charter for the purpose of effective compliance of provisions of section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulation. In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.
Functions of Audit Committee
The Audit Committee, while reviewing the Annual Financial Statements also reviews the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31, 2016.
The Audit Committee bridges the gap between the Internal Auditors and the Statutory Auditors. To ensure good Governance, the Company has been rotating Partners of Statutory Auditors. The Statutory Auditors are responsible for performing Independent audit of the Company’s financial statements in accordance with the generally accepted auditing practices and issuing reports based on such audits, while the Internal Auditors are responsible for the internal risk controls.
Besides the above, Chairman and Managing Director, Whole-time Director, Chief Financial Officer, Business Heads of the Company’s Divisions, the representatives of the Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee Meetings. The representatives of the Cost Auditor attend such meetings of the Audit Committee where matters relating to the Cost Audit Report are discussed at length. The Company Secretary acts as a Secretary to the Committee as required by Regulation 18(1)(e) of the Listing Regulation.
The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Un-audited Consolidated Financial Results as required by the Regulation 33 of the Listing Regulation. The Company’s quarterly Un-audited Standalone Financial Results are made available on the web-site www.raymond.in and are also sent to the Stock Exchanges where the Company’s equity shares are listed for display at their respective websites. The Audit Committee also oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Fraud Risk Management Policy and Whistle Blower Policy) and reviews the finding of investigation into cases of material nature and the actions taken in respect thereof.
Internal Controls and Governance Processes
The Company continuously invests in strengthening its internal control and processes. The Audit Committee alongwith the CFO formulates a detailed plan to the Internal Auditors for the year, which is reviewed at the Audit Committee Meetings. The Internal Auditors attend the meetings of Audit Committee at regular intervals and submit their recommendations to the Audit Committee and provide a road map for the future.
(B) REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee comprises of five Directors. Shri I.D. Agarwal, Non-Executive, Independent Director, is the Chairperson of the Committee. The other members of the Remuneration and Nomination committee include Dr. Vijaypat Singhania, Shri Gautam Hari Singhania, Shri Nabankur Gupta and Shri Pradeep Guha. The Composition of Remuneration and Nomination Committee is pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulation.
Meeting and Attendance
The Remuneration and Nomination Committee met once during the year on July 31, 2015. The necessary quorum was present for the Meeting. The Chairperson of the Remuneration and Nomination Committee was present at the last Annual General Meeting of the Company. The
Table below provides the Attendance of the Remuneration and Nomination Committee members: of Reference
The Board has framed the Remuneration and Nomination Committee Charter which ensure effective Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulation, which are as follows.
• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Whole-time Director(s) and Senior Management (one level below the Board):
• to help in determining the appropriate size, diversity and composition of the Board;
• to recommend to the Board appointment/reappointment and removal of Directors;
• to frame criteria for determining qualifications, positive attributes and independence of Directors;
• to recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive Directors the restrictions contained in the Companies Act, 2013 is to be considered);
• to create an evaluation framework for Independent Directors and the Board;
• to provide necessary reports to the Chairman after the evaluation process is completed by the Directors;
• to assist in developing a succession plan for the Board;
• to assist the Board in fulfilling responsibilities entrusted from time-to-time;
• delegation of any of its powers to any Member of the Committee or the Compliance Officer.
A. Remuneration to Non-Executive Directors
The Non-Executive Directors are paid remuneration by way of Commission and Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them. The total amount of sitting fees paid to Non-Executive Directors during the Financial Year 2015-16 was Rs. 54.50 Lac. The Non- Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company.
B. Remuneration to Executive Directors
The appointment and remuneration of Executive Directors including Chairman and Managing Director and Wholetime Director is governed by the recommendation of the Remuneration and Nomination Committee, resolutions passed by the Board of Directors and shareholders of the Company. Payment of remuneration to Executive Directors is governed by the respective Agreements executed between them and the Company. The remuneration package of Chairman and Managing Director and Whole-time Director comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings. Annual increments are linked to performance and are decided by the Remuneration and Nomination Committee and recommended to the Board for approval thereof.
The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. Presently, the Company does not have a stock options scheme for its Directors.
The Remuneration and Nomination Policy is displayed on the Company’s website viz. http://www.raymond.in/cr/ policies/rnp/index.html.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulation, the Board has carried out the annual evaluation of its own performance, its Committees and Directors individually. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Chairman and Managing Director and the Non Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition and Attendance
This Stakeholders Relationship Committee comprises of three Directors. Shri Nabankur Gupta, Non-Executive, Independent Director is the Chairperson of this Committee. The table below highlights the composition and attendance of the Members of the Committee. The necessary quorum was present for all Meetings
Terms of Reference
The Board has clearly defined the terms of reference for this committee, which generally meets once a month. The Committee looks into the matters of Shareholders / Investors grievances along with other matters listed below:
· • approval of transfer of shares/debentures and issue of duplicate/split/consolidation/sub-division of share/ debenture certificates;
•· opening/modification of operation and closing of bank accounts;
• grant of special/general Power of Attorney in favour of employees of the Company from time to time in connection with the conduct of the business of the Company particularly with Government and Quasi- Government Institutions;
• to fix record date/book closure of share/debenture transfer book of the Company from time to time;
•· to appoint representatives to attend the General Meeting of other companies in which the Company is holding shares;
•· to change the signatories for availment of various facility from Banks/Financial Institutions;
•· to grant authority to execute and sign foreign exchange contracts and derivative transactions;
•· to carry out any other duties that may be delegated to the Committee by the Board of Directors from time-totime.
The Secretarial Department of the Company and the Registrar and Share Transfer Agent, Link Intime India Private Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders’ Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors.
Shareholders are requested to furnish their updated telephone numbers and e-mail addresses to facilitate prompt action.
DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED, SOLVED AND PENDING SHARE TRANSFERS
The total number of complaints received and resolved during the year ended March 31, 2016 was 83. There were no complaints outstanding as on March 31, 2016. The number of pending share transfers and pending requests for dematerialization as on March 31, 2016 were Nil. Shareholders’/Investors’ complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended / pending for more than thirty days as on March 31, 2016.
(D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility (CSR) Committee comprises of four Directors. Shri I.D. Agarwal, Non-Executive, Independent Director is the Chairperson of the Committee.
The other members of the CSR Committee include Smt. Nawaz Gautam Singhania, Shri Pradeep Guha and Shri Boman Irani. The Composition of CSR Committee is pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. As per Section 135 of the Companies Act, 2013 the Company was required to spend Rs. 57 lac for the financial year 2015-16.
The Company formulated CSR Policy, which is uploaded on the website of the Company viz. http://www.raymond.in/ cr/policies/csrp/csr_policy.html.
Terms of Reference:
· • To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
•· To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.
• The Composition of the CSR Committee as at March 31, 2016 and the details of meetings of the Committee are as under:
Meetings and Attendance:
The CSR Committee met two times during the year on July 28, 2015 and February 18, 2016. The necessary quorum was present for all Meetings. The Table below provides the attendance of the CSR Committee members:
(E) INDEPENDENT DIRECTORS’ MEETING
During the year under review, the Independent Directors met on March 29, 2016, inter alia, to discuss:
· • Evaluation of performance of Non Independent Directors and the Board of Directors as a whole;
•· Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;
•· Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present for this Meeting
The Company does not have any material subsidiary as defined under Listing Regulation. However, the Company has formulated the Material Subsidiary Policy and uploaded on the website of the Company viz. http://www.raymond.in/cr/policies/msp/ms_ policy.html.
AFFIRMATIONS AND DISCLOSURES:
a. Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under Listing Regulation.
b. Related Party transactions
All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulation during the financial year were in theordinary course of business and on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the financial year. Related party transactions have been disclosed under the note 38 of significant accounting policies and notes forming part of the financial statements in accordance with “Accounting Standard 18”. A statement in summary form of transactions with Related Parties in ordinary course of business and arm’s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.
As required under Regulation 23(1) of the Listing Regulation, the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website of the Company viz. http://www.raymond.in/cr/ policies/rptp/rpt_policy.html.
None of the transactions with Related Parties were in conflict with the interest of the Company. All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length or fair value basis.
c. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
The Company has complied with all requirements Specified under Listing Regulations as well as other regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three years.
d. Vigil Mechanism / Whistle Blower Policy Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulation, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website viz. http://www.raymond.in/cr/ policies/wbp/wb_policy.html.
e. Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
f. Risk Management
Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.
g. Commodity price risks and Commodity hedging activities The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking Inventory management and proactive vendor development practices. The Company’s reputation for quality, products differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.
h. Non-mandatory requirements
Adoption of non-mandatory requirements of Listing Regulation is being reviewed by the Board from time-totime
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2015-16
DAY AND DATE : Tuesday, June 7, 2016
TIME :11.00 AM
VENUE : (Registered Office of the Company) Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri, Maharashtra - 415 612.
FINANCIAL YEAR: April 1, 2015 to March 31, 2016
BOOK CLOSURE DATES FOR DIVIDEND: May 28, 2016 to June 7, 2016 (both days inclusive)
LAST DATE OF RECEIPT OF PROXY FORMS Sunday, June 5, 2016 before 11.00 AM
Tentative Calendar for Financial Year ending March 31, 2017
The tentative dates for Board Meetings for consideration of quarterly financial results are as follows: Sr. No. Particulars of Quarter Tentative dates
1. First Quarter Results In or before the: Fourth week of July 2016.
2. Second Quarter & Half Yearly Results In or before the: Fourth week of October 2016.
3. Third Quarter & Nine-months Results In or before the: Fourth week of January 2017.
4. Fourth Quarter & Annual Results In or before the: Fourth week of April 2017.
The Board of Directors at their meeting held on April 26, 2016, recommended dividend payout, subject to approval of the shareholders at the ensuing Annual General Meeting of Rs. 3/- per share, on equity shares of the Company for the Financial Year 2015-16. The Dividend shall be paid to the members whose names appear on Company’s Register of Members on May 27, 2016 in respect of physical shareholders and whose name appear in the list of Beneficial Owner on May 27, 2016 furnished by NSDL and CDSL for this purpose. The dividend if declared at the Annual General Meeting shall be paid on or after June 8, 2016.
Unclaimed Dividend/ Shares Certificates
The unclaimed dividend for a period of seven years is compulsorily deposited in Investor Education and Protection Fund (IEPF) Account in accordance with Section 205C of the Companies Act, 1956 administered by the Central Government which cannot be claimed by the Shareholders/Investors. The details of unclaimed dividend are posted on the website of the Company
DEMATERIALISATION OF SHARES AND LIQUIDITY
96.42% of the equity shares of the Company have been dematerialised (NSDL – 84.38% and CDSL 12.04%) as on March 31, 2016. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have an option to dematerialise their shares with either of the Depositories.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges where the company’s shares are Listed the audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.
Outstanding GDRs Warrants and Convertible Bonds, conversion date and likely impact on equity
There were 4,00,225 outstanding GDRs representing 8,00,450 Equity Shares, 1.30% of the total Share Capital as on March 31, 2016. Each GDR represents 2 underlying Equity Shares of face value Rs.10/- each.
MEANS OF COMMUNICATION TO SHAREHOLDERS
(i) The Unaudited quarterly/ half yearly results are announced within forty-five days of the close of the quarter. The audited annual results are announced within sixty days from the closure of the financial year as per the requirement of the Listing Regulation.
(ii) The approved financial results are forthwith sent to the Stock Exchanges and are published in a national English newspaper. In addition, the same are published in local language (Marathi) newspaper, within forty-eight hours of approval thereof. Presently the same are not sent to the shareholders separately.
(iii) The Company’s financial results and official press releases are displayed on the Company’s Website - www.raymond. in.
(iv) Any presentation made to the institutional investors or / and analysts are also posted on the Company’s website.
(v) Management Discussion and Analysis forms part of the Annual Report, which is sent to the shareholders of the Company.
(vi) The quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited are filed electronically. The Company has complied with filing submissions through BSE’s BSE Listing Centre. Likewise, the said information is also filed electronically with NSE through NSE’s NEAPS portal.
(vii) A separate dedicated section under “Investors Relation”, on the Company’s website gives information on unclaimed dividends, shareholding pattern, quarterly/half yearly results and other relevant information of interest to the investors / public.
Share Transfer System
The transfer of shares in physical form is processed and completed by Registrar & Transfer Agent within a period of seven days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants. In compliance with the Listing Regulation, a Practicing Company Secretary carries out audit of the System of Transfer and a certificate to that effect is issued.
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the Depository Participants as per the byelaws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from the Company’s Registrar and Share
Electronic Clearing Service
The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the bank account details furnished by the Depositories for depositing dividends. Dividend will be credited to the Members’ bank account through NECS wherever complete core banking details are available with the Company. In case where the core banking details are not available, dividend warrants will be issued to the Members with bank details printed thereon as available in the Company’s records. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than for depositing the money in the accounts specified on the dividend warrants and ensures safety for the investors. The Company complies with the SEBI requirement.
Service of documents through electronic mode
As a part of Green Initiatives, the members who wish to receive the notice/documents through e-mail, may kindly intimate their e-mail address to the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited; to their dedicated e-mail id i.e., “firstname.lastname@example.org.”
Address for Correspondence:
Mr. Thomas Fernandes Director-Secretarial & Company Secretary Phone: 022-61527000 e-mail: email@example.com
Link Intime India Pvt. Ltd. Unit: Raymond Limited C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078 Tel : 022-25946970 /022-25963838 Fax : 022-25946969 e-mail: firstname.lastname@example.org
Correspondence with the Company
Raymond Limited, Share Department, Pokhran Road No.1, Jekegram, Thane (W) 400606. Phone: 022-61527000/61528687 Fax :022-25412805 e-mail: email@example.com
The Company has the following manufacturing and operating Divisions:
Textile Division :
Jalgaon No. E-1 and E-11, MIDC Area, Phase II, Ajanta Road, Jalgaon, Maharashtra - 425 003
Chhindwara B 1, A.K.V.N., Boregaon Industrial Growth Centre, Kailash Nagar, Tehsil Sauser, Dist. Chhindwara, Madhya Pradesh - 480 001;
Vapi N. H. No.8, Khadki - Udwada, Taluka Pardi, District Valsad, Gujarat - 396 185;
Thane Sapphire, First Floor, Jekegram, Pokhran Road No.1, Thane (West) – 400 606