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DIRECTOR'S REPORT

Relaxo Footwears Ltd.

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Market Cap. (₹) 13598.94 Cr. P/BV 12.31 Book Value (₹) 44.52
52 Week High/Low (₹) 629/353 FV/ML 1/1 P/E(X) 77.51
Bookclosure 25/09/2019 EPS (₹) 7.07 Div Yield (%) 0.16
Year End :2019-03 

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/Vigil—Mechanism—Policv.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.

 

 

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 : rfl@relaxofootwear.com

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: einward.ris@karvy.com

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

 

 

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

 

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

 

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.

 

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

 

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

 

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