Notice 83rd Annual General Meeting

NOTICE 83rd ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE EIGHTY THIRD ANNUAL GENERAL MEETING OF THE MEMBERS OF RAYMOND LIMITED WILL BE HELD ON WEDNESDAY, JUNE 18, 2008 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PLOT NO. 156/H. NO.2, VILLAGE ZADGAON, RATNAGIRI 415 612 (MAHARASHTRA) TO TRANSACT THE FOLLOWING BUSINESS : ORDINARY BUSINESS : 1.

To receive, consider and adopt the Audited Statement of Accounts together with Directors’ Report as also the Auditors’ Report thereon for the year ended March 31, 2008.

2.

To declare dividend on Equity Shares.

3.

To appoint a Director in place of Shri P.K. Bhandari, who retires by rotation and, being eligible, offers himself for reappointment.

4.

To appoint a Director in place of Shri U.V. Rao, who retires by rotation and, being eligible, offers himself for reappointment.

5.

To appoint a Director in place of Shri Nabankur Gupta, who retires by rotation and, being eligible, offers himself for reappointment.

6.

To pass with or without modifications, the following Resolution as an Ordinary Resolution but in the event of the provisions of Section 224A of the Companies Act, 1956 becoming applicable to the Company on the date of holding of this meeting, the same will be proposed as a Special Resolution: “RESOLVED THAT Messrs. Dalal & Shah, Chartered Accountants, be and are hereby reappointed Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting on a remuneration of Rs.27.50 lakhs plus service tax as applicable and reimbursement of actual travel and other out-of-pocket expenses.”

SPECIAL BUSINESS: To pass with or without modifications, the following resolutions: As a Special Resolution : 7.

“RESOLVED THAT pursuant to the provisions of Sections 198, 309 (4) and all other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof, the consent of the Company be and is hereby accorded to the payment of commission of a sum not exceeding 1% of the annual net profit of the Company computed in accordance with the provisions of Sections 198, 349 and 350 of the said Act, subject to an overall ceiling of Rs.25 lakhs (Rupees Twenty Five Lakhs only) to such Directors of the Company (other than the Chairman and Managing Director and Wholetime Director) in such proportion and manner as may be directed by the Board of Directors, for a period of three (3) years and such payment shall be made in respect of the profits of the Company for the financial years commencing from April 1, 2008 to March 31, 2011.”

By Order of the Board For Raymond Limited

Registered Office : Plot No. 156/H. No.2 Village Zadgaon Ratnagiri 415 612 (Maharashtra)

R. Narayanan Director – Legal & Company Secretary

Dated : April 29, 2008

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Notes : 1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2.

Proxies, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

3.

The Explanatory Statement setting out the material facts concerning Special Business in respect of Item No. 7 of the accompanying Notice as required by Section 173 of the Companies Act, 1956, is annexed hereto.

4.

The Register of Members and Share Transfer Books of the Company will remain closed from June 3, 2008 to June 18, 2008 (both days inclusive) in connection with the Annual General Meeting.

5.

The dividend as recommended by the Board, if declared at the meeting, will be paid on or after June 19, 2008 to those members whose names appear on the Company’s Register of Members on June 18, 2008. In respect of the shares in electronic form, the dividend will be payable on the basis of beneficial ownership as per details furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on June 2, 2008 for this purpose.

6.

Members are requested to notify immediately any change in their address/bank mandate to their respective Depository Participants (DPs) in respect of their electronic share accounts and to the Registrar and Share Transfer Agent of the Company at Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, Maharashtra, in respect of their physical share folios, if any.

7.

Dividend for the Financial Year ended March 31, 2001, which remains unpaid or unclaimed, will be due for transfer to the Investor Education and Protection Fund of the Central Government later this year, pursuant to the provisions of Section 205C of the Companies Act, 1956. Members, who have not yet encashed their dividend warrants for the Financial Year ended March 31, 2001 or any subsequent Financial Years are requested to lodge their claims with the Company/Intime Spectrum Registry Limited, without delay. Members are advised that no claims shall lie against the said Fund or the Company for the amounts of dividend so transferred to the said Fund.

8.

Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to Intime Spectrum Registry Limited will be printed on their dividend warrants as per the applicable regulations of the Depositories and the Company/Intime Spectrum Registry Limited will not entertain any direct request from such members for deletion of change in such bank details. Further, instructions if any, already given by them in respect of shares held in physical form will not be automatically applicable to the dividend paid on shares in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants.

9.

Reappointment of Directors : At the ensuing Annual General Meeting Shri P.K. Bhandari, Shri U.V. Rao and Shri Nabankur Gupta, retire by rotation and being eligible, offer themselves for reappointment. Pursuant to Clause 49 (VI) (A) of the Listing Agreement relating to the Code of Corporate Governance, the particulars of the aforesaid Directors to be reappointed are given below : Profile of Directors retiring by rotation :

a)

Shri P. K. Bhandari, aged 50 years is a commerce and law graduate from the University of Kolkata and a Fellow Member of the Institute of Chartered Accountants of India and an Associate Member of the Institute of Company Secretaries of India and has over 24 years of experience in the field of project finance, industry, business and corporate management. Shri P. K. Bhandari, who joined the Company on August 27, 1989 played a key role in strategising and implementing the Company’s restructuring program, which included hiving off its non-core businesses in steel, cement and synthetics and consolidating its core - textile, garment and files businesses through merger and acquisitions. Shri Bhandari joined the Board of Directors of the Company as Wholetime Director on April 24, 2003. Shri P. K. Bhandari was Group President of the Company from April 1, 2005 to January 30, 2008. Shri P. K. Bhandari is a member of the Shareholders’/Investors’ Grievances Committee of the Board of Directors of the Company. Shri Bhandari was honoured with a ‘Special Commendation’ for his outstanding performance in the mergers and acquisitions category of the “CFO of the Year” award instituted by The Economist in association with American Express.

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The other Directorships/Committee memberships of Shri P. K. Bhandari are as follows : Name of the Company

b)

Board Position held

Committee Memberships

Colorplus Fashions Limited

Director

Chairman – Audit Committee

J. K. Ansell Limited

Director

–

J. K. Investors (Bombay) Limited

Director

–

Pashmina Holdings Limited

Director

–

Peoples Investments Limited

Director

–

Polar Investments Limited

Director

–

Radha Krshna Films Limited

Director

Chairman – Audit Committee

Raymond Apparel Limited

Director

Member – Audit Committee

Raymond Zambaiti Private Limited

Director

–

Silver Spark Apparel Limited

Director

Member – Audit Committee

Smart Investments Private Limited

Director

–

Tiger Travels and Tours Limited

Director

–

J. K. (England) Limited

Director

–

Regency Texteis Portuguesa, Limitada

Director

–

P. T. Jaykay Files Indonesia

Member

Board of Commissioners

Raymond UCO Denim Private Limited

Director

–

Blueocean Capital and Advisory Services Pvt. Ltd.

Director

–

Shri U. V. Rao, aged 78 years, an electrical engineer joined the Board of Directors of the Company on September 29, 1994. Shri Rao has also participated in Advanced Management programme from Harvard University. Shri Rao has had over 43 years of experience in business and industry besides project experience. He was the Chief Executive & Managing Director of Larsen & Toubro Limited. The other Directorships/Committee memberships of Shri U. V. Rao are as follows : Name of the Company

Board Position held

Ring Plus Aqua Limited

Chairman

–

TIL Limited

Director

Chairman – Audit Committee Member – Remuneration Committee

Usha Martin Limited

Director

Member – Audit Committee Chairman – Remuneration Committee

Kirloskar Oil Engines Limited

Director

Chairman – Audit Committee

Kirloskar Brothers Limited

Director

Member – Audit Committee

Dickinson Fowler Private Limited John Fowler (India) Private Limited c)

Committee Memberships

Alternate Director Director

– Member – Audit Committee

Shri Nabankur Gupta aged 59 years is a graduate from IIT, Delhi in Electrical & Electronics Engineering. Shri Gupta joined the Company as Group President on August 1, 2000 and was co-opted on the Board of Directors of the Company as Wholetime Director effective January 15, 2001. Shri Gupta relinquished his position as Wholetime Director and Group President of the Company with effect from April 1, 2005.

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Shri Gupta possesses vast, rich and varied experience of over three decades in project management and marketing of consumer durable. Shri Gupta pioneered the concept of sub-branding and subsequently, multi-branding in the area of consumer durable for the first time in India. Shri Gupta was the first Indian to receive recognition by the Advertising Age International, New York, in 1995 with the title of ‘Marketing Superstar’. The other Directorships/Committee memberships of Shri Nabankur Gupta are as follows : Name of the Company

Board Position held

Committee Memberships

Colorplus Fashions Limited

Director

–

J.K. Investo Trade (India) Limited

Director

Chairman Audit Committee Member Remuneration Committee Member Shareholders’/Investors Grievance Committee

J.K. Helene Curtis Limited

Director

–

Cravatex Limited

Director

–

e, Lexicon Public Relations & Corporate Consultants Limited

Director

–

Pritish Nandy Communications Limited

Director

Member – Audit Committee

B.P. Ergo Limited

Director

–

P.T. Jaykay Files, Indonesia

Board of Commissioner

–

Quantum Advisors Private Limited

Director

–

PNC Wellness Private Limited

Director

–

Blueocean Capital and Advisory Services Private Limited

Director

–

ANNEXURE TO THE NOTICE Explanatory Statement as required by Section 173 of the Companies Act, 1956 (‘the Act’) The following Explanatory Statement relating to Special Business at Item No.7 of the accompanying Notice sets out all material facts as required under Section 173 of the Act. Item No.7 At the Annual General Meeting of the Company held on June 18, 2007, the shareholders had accorded their consent to the Board of Directors of the Company to pay commission not exceeding 1% of the Annual Net Profit of the Company subject to an overall ceiling of Rs.25 lakhs to be distributed amongst Non-Wholetime Directors of the Company for the Financial Years 2006-07 & 2007-08. It is now proposed that the Non-Wholetime Directors be paid the same level of commission not exceeding 1% of the Annual Net Profit of the Company computed in accordance with the provisions of Sections 198, 349 and 350 of the said Act, subject to an overall ceiling of Rs.25 lakhs for further period of three (3) Financial Years commencing from April 1, 2008 to March 31, 2011. The Board commends the Special Resolution set out at Item No.7 of the accompanying Notice. Shri Gautam Hari Singhania being relative of Dr. Vijaypat Singhania, and all the Non-Wholetime Directors of the Company, may be deemed to be concerned or interested in the aforesaid resolution to the extent of the commission that may be received by them. By Order of the Board For Raymond Limited

Registered Office : Plot No. 156/H. No.2 Village Zadgaon Ratnagiri 415 612 (Maharashtra)

R. Narayanan Director - Legal & Company Secretary

Dated : April 29, 2008

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BOARD OF DIRECTORS DR. VIJAYPAT SINGHANIA, Chairman Emeritus GAUTAM HARI SINGHANIA, Chairman & Managing Director B. K. KEDIA NANA CHUDASAMA ANANT SINGHANIA (upto 29.03.2008) B. V. BHARGAVA U. V. RAO I. D. AGARWAL NABANKUR GUPTA P. K. BHANDARI (Wholetime Director - upto 23.04.2008) MANAGEMENT EXECUTIVES GAUTAM HARI SINGHANIA, Chairman & Managing Director DEEPAK KHETRAPAL, Chief Operating Officer ANIRUDDHA DESHMUKH, President – FMCG & Retail HARSHAL JAYAVANT, President – Engineering Business K. A. NARAYAN, President – HR ROBERT LOBO, President – Shirting Fabric Business SHREYAS JOSHI, President – Group Apparel S. K. SINGHAL, President – Textiles H. SUNDER, President – Finance, Chief Financial Officer DIRECTOR - LEGAL & COMPANY SECRETARY R. NARAYANAN

CONTENTS

Pages

Directors’ Report & Management Discussion and Analysis

2-10

Corporate Governance Report

11-18

Shareholder Information

19-23

Ten-Year Highlights

24

Auditors’ Report

25-27

Balance Sheet

28

Profit and Loss Account

29

Cash Flow Statement

30

Schedules ‘1’ to ‘15’

31-45

Schedule ‘16’ – Notes Forming Part of the Accounts

46-59

Annexure I – Statement of Significant Accounting Policies and Practices

60-61

Research and Development Expenditure Account

61

Consolidated Account

62-77

Details of Balance Sheet and Income and Expenditure of Subsidiary Companies

77

Balance Sheet Abstract and Company’s General Business Profile

78

BANKERS BANK OF INDIA BANK OF MAHARASHTRA BANK OF AMERICA CENTRAL BANK OF INDIA CITIBANK N.A. HDFC BANK LIMITED THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED STATE BANK OF INDIA STANDARD CHARTERED BANK LIMITED AUDITORS DALAL & SHAH Chartered Accountants INTERNAL & OPERATIONAL AUDITORS MAHAJAN & AIBARA Chartered Accountants REGISTERED OFFICE PLOT NO. 156/H. NO. 2, VILLAGE ZADGAON RATNAGIRI, 415 612 (MAHARASHTRA) REGISTRAR & SHARE TRANSFER AGENT INTIME SPECTRUM REGISTRY LIMITED C-13, PANNALAL SILK MILLS COMPOUND, L. B. S MARG. BHANDUP (WEST) MUMBAI - 400 078

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DIRECTORS’ REPORT & MANAGEMENT DISCUSSION AND ANALYSIS TO THE MEMBERS Your Directors have pleasure in placing before you their 83rd Annual Report and Accounts for the year ended March 31, 2008. 1.

FINANCIAL HIGHLIGHTS During the year, the gross turnover, net of returns and discounts was higher by 3% at Rs.1322.51 crores as compared to Rs.1284.19 crores in the previous year. Profit before tax, prior period adjustments and exceptional items was Rs.86.15 crores as against Rs.156.99 crores in the previous year. Net profit, after exceptional items, prior year adjustments, provision for taxes was Rs.72.42 crores as against Rs.202.12 crores last year (including surplus on divestment of the denim division – Rs.88.09 crores).

2.

APPROPRIATIONS An amount of Rs. 6.61 crores (Previous Year: Rs.40.00 crores) is credited to the General Reserves. Out of the amount available for appropriation, your Directors recommend a dividend of 25% (50%) on Equity Shares. The dividend tax on the proposed dividend will be Rs.2.61 crores (Previous Year: Rs.5.22 crores).

3.

ECONOMY OVERVIEW India has been on a high growth path for some years now. However, during the past few months, worrying developments like the housing crisis in USA, high inflation – especially in food, fuel and commodities – have emerged. This could increase costs of operations, dampen consumer sentiment and moderate growth going forward.

4.

SEGMENT ANALYSIS AND REVIEW The key business segments of the Company are Textile and Files & Tools Divisions. The erstwhile denim division of the Company was combined with the denim business of UCO NV, Belgium, to form a 50:50 joint venture from August 1, 2006. Consequently the current year ending March 31, 2008 financials are not strictly comparable with the previous year ending March 31, 2007.

A.

TEXTILE DIVISION Industry Conditions The textiles and apparels sector is a major contributor to the Indian economy in terms of foreign exchange earnings and employment. Moreover certain natural advantages including domestic cotton availability and external factors including progress on WTO, have fueled the growth of this industry in India with a clear competitive edge. The domestic textiles and apparels market in India is witnessing strong growth owing to a young spending population and a rapid increase in organised retail. Consumer preferences are also undergoing a metamorphosis as never seen before. The change being witnessed can be attributed to several factors including increasing purchasing power of the masses, shifts in the buying behavior, demography dynamics, and growing urbanisation, opening up of the retail segment to private and foreign players and changing trends/lifestyle. Investments in the textile sector have increased significantly over the last three to four years. Going forward, by 2012, investment in the textiles and clothing industry is estimated to touch US $ 38.14 billion. Continuing the robust growth of the organised retail in India, according to the Credit Rating and Information Services of India Ltd., the industry raked in US $ 25.44 billion turnover in 2007-08 as against US $ 16.99 billion in 2006-07, a whopping growth rate of 50 per cent. Consequently prospects for this sector in India continues to be buoyant. Opportunities and Challenges The opportunities thrown open by the buoyant market for textiles in India is good for those companies, such as yours that are geared with strong brand positioning, fully integrated production facilities, and the technical and innovation capabilities to deliver the kind of patterns, weaves and designs that are demanded by the growing consumer class. On the exports side, the soaring value of the rupee, took textile exporters in India by surprise in 2007. The rupee rose more than 10% against the US dollar on an average during the year, resulting in many smaller units facing difficulties. Apart from the escalating rupee, textile firms also had to cope with higher interest rates, high raw material prices especially wool, and continued lack of infrastructure. Delay in processing and disbursements of TUF loan subsidies also hamper investment in the sector and drives up the cost of funds. Overview The Company is a market leader in the textiles sector in India, has a powerful brand ‘Raymond’ and strong retail presence in the form of ‘The Raymond Shop’ (‘TRS’) domestically. While focusing on its vision of being the leader in fashion and lifestyle segment your Company is now also establishing itself as a preferred supplier of value-added premium fabric in the international markets. The Company continues to focus on the booming retail sector and is now concentrating on penetrating into the Tier 3 and 4 towns of the country. The Company has also forayed into the women’s wear segment with offerings in the corporate and smart clothing category. The Company is on its way to become a lifestyle solution for discerning customers with an offering of a range of fabrics, garment and accessories in a premium shopping environment.

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The Company plans to invest significantly in the coming years in expanding its state of the art manufacturing capacities, strengthening and extending the product offerings under its brand and expanding its marketing and distribution network. To cater to the growing domestic and export markets, the Company has undertaken the following initiatives: • • •

Implementation of ERP in textile division; Addition of a manufacturing facility at Vapi with latest machinery which became fully operational, and providing efficient and cost effective production lines. Setting up a suit plant at Bangalore to cater to the growing demand.

Performance Highlights Despite fierce competition in domestic and international markets and inspite of the challenges faced including teething issues in the ERP implementation, the Company witnessed an increase in net revenues. The net sales of the textile division grew from Rs.992.22 crores to Rs.1133.85 crores, an increase of 14%. The growth in revenues was largely due to an increase in volumes. High wool prices, employment cost increases and issues in the ERP implementation however resulted in a decline in profit before interest and tax of the division from Rs.228.44 crores to Rs.166.37 crores. Market Share and Retail Network The Company is the acknowledged market leader in India. The ambition to retain market leadership through the Retail Shop network continues unabated. The Company has retail presence by way of its Exclusive Brand Shops (The Raymond Shop) and is further exploring new retail formats by establishing presence in Malls. In this scenario of an unprecedented boom in the retail industry, your Company holds a respectable 1 million sq. ft. of retail space including the 50 shops that were added during the course of the year. However cost of retailing, especially cost of space, continue to spiral in India resulting in pressure on retailing margins. Export Textile exports for the year under review were Rs.114 crores, a growth of 4% over previous year, inspite of rupee appreciation. Raw Material Wool prices have remained at a high level throughout the year due to a severe drought in Australia. Alternate vendors have been developed in other countries like South Africa to mitigate the risk of higher price. Polyester fibre prices are presently stable. Production The Company has a total production capacity of 31 million metres of worsted fabric distributed at Thane, Chhindwara, Jalgaon and Vapi. Your Company’s third phase of expansion at Vapi is now in progress which will add another 7 million metres capacity of worsted fabric. B.

FILES & TOOLS DIVISION The division is engaged in manufacture and marketing of Steel Files, HSS Cutting Tools (mainly drills) & Merchanting activities mainly in Hand Tools. During the year under review, the division further consolidated its position in Cutting Tools and Hand Tools segments. Industry Outlook The demand for files is moving towards the Eastern part of Europe, Asia and other developing countries in Africa and Latin America. The division has been able to make significant inroads in these regions during the course of the year. The HSS Cutting Tools business is internationally a growing business. Opportunities and Challenges The economy has been witnessing a high inflationary situation together with steep rises in prices of steel in the last quarter of the year due to increased inputs costs like coke, iron ore. Consequent input price increases for the division during the year is a likely scenario. With constraints on passing on especially the full burden of rising input costs, due to stiff competition from unorganised sector players, there is big challenge for the Division going forward. Division Overview The division endeavors to counter the National/International competition through cost reduction and up-gradation of the manufacturing process/practices by value engineering. The division’s endeavor to expand and consolidate its presence in International market continues. It has made an entry into some new markets, notable ones being Russia, Czech Republic and Poland. The business presence has been further strengthened in USA as well. Performance and Review of Operations The division continues to remain a market leader in the files segment and the largest producer of files in the world. The overall performance of the division was good. The division recorded an all time high sales volume of files in international market during the year under review. The rupee appreciation against US Dollar has impacted the realisation and has resulted in overall Export sales lower by around 10% compared to the previous year. The division reported net sales of Rs.177 crores (Previous Year: Rs.168 crores) and PBT of Rs.1.61 crores versus Rs.3.28 crores during the previous year.

5.

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

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6.

PERFORMANCE OF SUBSIDIARY COMPANIES Domestic Raymond Apparel Limited The gross turnover, net of discounts of the Company was higher by 47.60% at Rs.349.95 crores (Previous Year: Rs.237.09 crores). Profit after tax was lower at Rs. 7.84 crores (Previous Year: Rs. 10.54 crores). During the year under review, the Company continued to focus on expansion of retail space through its exclusive branded stores. These stores have enhanced the brand image and uplifted the Brand positioning. The Company continued to lay emphasis on product innovation. ‘Park Avenue’ and ‘PARX’ brands of the Company continue to attain the leadership positions in their respective segments. During the year, Company launched “Raymond” Brand under ready to wear premium segment and also launched Brand Extension of ‘Park Avenue’ in women’s wear. ‘ZAPP’ a premium range brand in kids wear has got positive response in the market and increased the distribution width. The popular price brand ‘Notting Hill’ is getting good size and being widely distributed. With all these developments, this year has seen a spectacular growth in the branded apparel business of the Company with high growth rates being sustained quarter after quarter. In the coming years, the Company plans to increase its distribution reach further. Colorplus Fashions Limited The gross turnover of the Company was higher at Rs.147.89 crores (Previous Year: Rs.120.94 crores). Profit before tax and exceptional items was lower at Rs.10.76 crores (Previous Year: Rs.19.63 crores). Net profit, after provision for taxes, was lower at Rs. 6.71 crores (Previous Year: Rs.13.15 crores). Colorplus in its endeavor to maintain its prime position in the premium casual wear is constantly innovating in terms of style as well as through improved fabric construction in order to set higher benchmark levels. The Company extended the brand to women’s wear space during the course of the year. Silver Spark Apparel Limited The gross turnover of the Company was Rs.88.07 crores (Previous Year: Rs.72.59 crores). The Company had a Profit after tax of Rs.7.39 crores (Previous Year: Rs.2.65 crores) during the year under review. The Company has shown excellent performance during the year despite the unfavorable exchange rate through improved efficiencies and premium segment targeting. During the year, the Company installed another jacket line. The Made-to-measure facility has been fully commissioned. Everblue Apparel Limited The Company earned a profit of Rs.1.49 crores (Previous Year: Loss of Rs.5.49 crores) during the year under review. Celebrations Apparel Limited The gross turnover of the Company was Rs.8.97 crores (Previous Year: Rs.5.27 crores). The Company incurred a loss of Rs.0.10 crores (Previous Year: Loss of Rs.0.91 crores). During the year the Company has increased its shirts manufacturing capacity from 3000 shirts to 4000 Shirts per day. Hindustan Files Limited The gross turnover of the Company (including sales & services) was higher at Rs.37.98 crores (Previous Year: Rs.31.32 crores). Profit before Tax was at Rs.1.95 crores (Previous Year: Rs.2.76 crores). Profit after Tax was at Rs.2.15 crores (Previous Year: Rs.2.44 crores). The internal control measures, monitoring and process improvement strategy significantly contributed to the profitability. JK Talabot Limited The Company manufactures files and rasps at its plant located at Chiplun in Ratnagiri District, in the State of Maharashtra. Although the operations stabilised earlier, the year under review was the first full year of operations for the Company. During the year under review, Company recorded production of Rs.42.60 lakhs files, including semi finished files of Rs.32.77 lakhs, reaching around 60% of capacity utilisation. The gross turnover of the Company was at Rs.13.94 crores (Previous Year: Rs.2.18 crores). The Company recorded profit before tax of Rs.0.09 crores (Previous Year: Loss of Rs.2.72 crores) during the period under review. Scissors Engineering Products Limited The Company incurred a loss of Rs.0.36 lakhs (Previous Year: Loss of Rs.0.45 lakhs) during the year under review. Ring Plus Aqua Limited The gross turnover of the Company was higher by 5% at Rs.76.51 crores (Previous Year: Rs.72.69 crores). Profit before tax was at Rs.11.22 crores (Previous Year: Rs.12.62 crores). Net profit, after prior year adjustments and provision for tax was marginally higher at Rs.7.27 crores as against Rs.7.22 crores for the previous year. The performance of Starter Gear Division showed an impressive growth of 24% during the year under review. The sales volume of gears increased from 13.92 lakhs nos. to 17.29 lakhs nos. The performance of Shaft Bearings Division was lower during the year under review. The sales of the division reduced from 21.80 lakhs nos. to 19.56 lakhs nos., valued at Rs.20.53 crores as against Rs.23.96 crores in the previous year. Export constituted 59% (Previous Year: 59%) of the total sales for both the divisions. Pashmina Holdings Limited The Company incurred a Loss of Rs.8.72 lakhs (Previous Year: Loss of Rs.2.09 lakhs) during the year under review.

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Overseas Jaykayorg AG incurred a loss of CHF 394,277 (Previous Year: Loss of CHF 714,450) for the year ended December 31, 2007. J. K. (England) Limited recorded a profit of Pound Sterling 21,648 (Previous Year: Profit of Pound Sterling 13,374) for the year ended December 31, 2007. Regency Texteis Portuguesa Limitada, Portugal earned a profit of Euros 44,897.98 (Previous Year: Profit of Euros 11,444.17) for the year ended December 31, 2007. Raymond Europe S.R.L., recorded a profit of Euro 4,258 (Previous Year: Profit of Euro 2,170) for the year ended December 31, 2007. R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in the USA to provide better service to US based customers, earned a profit of US $ 10,787 (Previous Year: Profit of US $ 2,101) for the year ended March 31, 2008. 7.

PERFORMANCE OF JOINT VENTURES Raymond UCO Denim Private Limited – Consolidated operations The consolidated operations of the Company for the year ended March 31, 2008 had sales (including export incentives) of Rs.784.70 crores and incurred a loss after tax of Rs.120.93 crores. The over-supply situation in India and the poor demand situation in Europe and USA continue unabated and in fact worsened during the course of the year. Despite this the Indian fabric division maintained higher production and sales registering over 90% capacity utilisation. Focused efforts on new innovative washes helped the garmenting unit to position itself at the medium and top end of the market. The joint venture partners are keenly focused on efforts to bring improvements in costs and manufacturing efficiencies especially in the European and US operations. The Joint Venture Company has established a very good reputation for product development and innovation. Raymond Zambaiti Private Limited The gross turnover of the Company was Rs.100.70 crores (Previous Year: Rs.31.69 crores). The Company had a profit after tax of Rs.5.97 crores (Previous Year: Loss after tax was Rs.9.96 crores) during the year under review. The Company has shown excellent performance during the year. It has grown from strength to strength with its top of the line product quality and has become the preferred supplier of high value cotton shirting fabric to many of the leading domestic apparel brands and internationally too its products are well appreciated for quality and innovation. Raymond Fedora Private Limited The gross turnover of the Company was Rs.35.33 crores (Previous Year: Rs.22.89 crores). The Company had a loss after tax of Rs.11.85 crores (Previous Year: Loss Rs.14.05 crores) during the year under review. Gas Apparel Private Limited The gross turnover of the Company for the year was Rs.15.67 crores and the loss was at Rs.19.32 crores. ‘GAS’ Brand is being established in the domestic Indian Markets.

8.

AWARDS The Company received ‘Global HR Excellence Awards 2007-08’ for the outstanding contribution to the cause of education from ACCOR Services – International Leaders and India’s foremost in Employees Benefits, Motivation and Loyalty Solutions. Textiles Division of the Company received the following awards during the year: a) Chhindwara unit received State Environment Award for the year 2004-05 on February 23, 2008. b) Jalgaon unit received State Level Award for excellence in Energy Conservation and Management from Maharashtra Energy Development Agency, for the year 2006. c) ‘Most admired Textile brand of the year’ from Lycra Images Fashion Award 2008. d) ‘Most admired Suiting brand of the year’ from Lycra Images Fashion Award 2008. e) ‘The Best Branded Readymade Garment and Textile’ from CNBC Awaaz Consumer Awards. The ‘Park Avenue’ brand of Raymond Apparel Limited was adjudged the ‘Most Innovative Brand’ of the year at the Lycra Images Fashion Awards 2007 in succession. Files and Tools Division of the Company received the following awards during the year: a) ‘Outstanding Exporter Award’ in the engineering category in International Trade Awards 2006-07 sponsored by DHL & CNBC TV18. b) All India Export Award by Engineering Export Promotion Council (EEPC) of India for being the Star Performer of 2005-06 in the Hand Tools Category.

9.

CONSOLIDATED ACCOUNTS In accordance with the requirements of Accounting Standards, the Consolidated Accounts of the Company is annexed to this Report.

10.

CORPORATE GOVERNANCE Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improve investors’ protection and maximise long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance has been annexed as part of the Annual Report.

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11.

DIRECTORS Shri P. K. Bhandari, who stepped down as Group President with effect from January 30, 2008, ceased to be a Wholetime Director of the Company on April 23, 2008 on expiry of his term of office as Wholetime Director. The Board places on record its deep appreciation to Shri P. K. Bhandari for the services rendered by him during his tenure. Shri Anant Singhania, resigned from the Board of Directors of the Company with effect from March 29, 2008. The Board places on record its appreciation of the valuable advice and contribution by him, during his tenure. Shri P. K. Bhandari, Shri U. V. Rao and Shri Nabankur Gupta, Directors, retire by rotation and, being eligible, offer themselves for reappointment. Appropriate resolutions for the reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board commends for your approval.

12.

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that : (i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed; (ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts on a going concern basis.

13.

AUDIT Messrs. Dalal & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for reappointment to audit the accounts of the Company for the Financial Year 2008-09. As required under the provisions of the Section 224(1B) of the Companies Act, 1956, the Company has obtained written confirmation from Messrs. Dalal & Shah that their appointment if made would be in conformity with the limits specified in the Section. As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956 your Company carries out an audit of cost records relating to textile division every year. Subject to the approval of the Central Government, the Company has appointed M/s. Nanabhoy & Co., to audit the cost accounts for the financial year 2008-09.

14.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Internal control systems are implemented: • to safeguard the Company’s assets from loss or damage • to keep constant check on the cost structure • to prevent revenue leakages • to provide adequate financial and accounting controls and implement accounting standards. The system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors actively review the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them. The Company has a strong Management Information System which is an integral part of the control mechanism. The Company has successfully implemented an enterprise wide solution (ERP) in its textile plants and is in the process of covering all its businesses, planning and accounting processes.

15.

RISK MANAGEMENT The Company is exposed to risks from market fluctuations of foreign exchange, interest rates and commodity prices and business risk. Foreign Exchange Risk The Company’s policy is to systematically hedge its long term foreign exchange risks as well as short term exposures in line with its hedging policies. Interest Rate Risk The Company is proactively using derivatives for foreign currency borrowings to hedge interest rate risk and minimise interest cost. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy, as a result of which interest rate fluctuations are not expected to pose a significant risk nor are they likely to have any material impact on the Company’s profitability. Commodity Price Risk The Company is exposed to the risk of price fluctuation on raw materials as well as finished goods in all its products. The Company proactively manages these risks in inputs through forward booking, inventory management, proactive management of vendor development and relationships. The Company’s strong reputation for quality, product differentiation and service and the existence of a strong brand image and a strong marketing network mitigates the impact of price risks on finished goods.

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Risk Element in Individual Businesses Apart from the risks on account of interest rate, foreign exchange and regulatory changes, various businesses of the Company are exposed to certain operating business risks, which are managed by regular monitoring and corrective actions. 16.

ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

17.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business. The Company has a structured induction process at all locations and management development programmes to upgrade skills of managers. Objective appraisal systems based on KRAs are in place for senior management staff. Technical and safety training programmes are given periodically to workers. Industrial relations remained generally cordial in all the plants.

18.

STATUTORY INFORMATION Information pursuant to sub-section 1 (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure 1 to this Report. The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956, are given in a separate Annexure to this Report. This Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 219 (1) (b) (iv) of the said Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is a relative of any Director of the Company except for Shri Gautam Hari Singhania who is related to Dr. Vijaypat Singhania and Shri Anant Singhania. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the equity shares of the Company. The Company has been exempted by the Central Government vide their letter no. 47/80/2008 –CL-III dated March 12, 2008 under Section 212 (8) of the Companies Act, 1956 from attaching a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies. However, pursuant to Accounting Standard AS 21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the financial information of the subsidiaries. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the respective registered offices of the Company and its subsidiary companies. Deposits of Rs.4.94 Lakhs from 55 depositors which fell due for repayment before the close of the financial year remained unclaimed by the depositors as on March 31, 2008 and have remained unclaimed upto the date of this Report.

19.

CAUTIONARY STATEMENT Statement in this Directors’ Report & Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include raw material availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

20.

APPRECIATION Your Directors express their warm appreciation to all the employees at various Units for their diligence and contribution. Your Directors also wish to record their appreciation for the support and co-operation received from the joint venture partners, dealers, agents, suppliers and the banks. For and on behalf of the Board Gautam Hari Singhania Chairman and Managing Director

Mumbai, April 29, 2008

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Annexure (1) to the Directors’ Report Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. A. Conservation of Energy : Energy conservation continued to have high prominence as in previous years. Some of the initiatives taken in the year 2007-08 were as follows : 1) Installation of Electronic chokes and Energy efficient light fittings. 2) Voltage reduction at Lighting Transformers. 3) Improvement in condensate recovery of Boiler. 4) Establishment of new Fuel additives for Furnace Oil. 5) Rationalisation in running of pumps. In Chhindwara unit, some of the measures, which have contributed towards energy savings are : 1) Automation of Compressor System at Compressor House. 2) Installation of Inverters for Turbo Pump in Top Dyeing Machines at Dyeing Section. 3) Installation of Energy Efficient Control System with variable frequency drive on suction Fan Motors in Textool WS-60 Ring Frame at Worsted Spinning Department. 4) Power and cost (imported spares) saving by converting DC drive system to AC system in Corino Weft Straightner Machine in Stenter at Finishing Department. 5) Energy Saving in Rope Scouring Machine No.6 by replacing 30 HP Main Motor with 20 HP motor at Finishing Department. 6) Energy saving in Nikki Press No.1 by replacing 40 HP Hydraulic Pump Motor with 20 HP Hydraulic Pump Motor at Finishing Department In Vapi unit change from furnace oil to natural gas in boiler and thermopac. In Files and Tools Division VFC (Variable feed control) introduced for compressors at Ratnagiri for conservation of power. B.

Technology Absorption : (a) Research and Development ( R & D) : The R&D Department of Textile Division strives to develop and provide exclusive and innovative products under its brand. Some of the products developed and introduced during the year under review were: 1 . Jacketing fabric based on 100 percent exotic and luxurious Vicuuna fibers. 2 . Range of fabrics based on latest type of elastomeric polymeric yarn (Dow XLA) imparting unique stretch properties to poly wool and wool fabrics. 3 . New range of extra black (deep black) polyester-wool fabrics with anti-lint finish. 4 . Range of polyester-wool and wool fabrics with silver based antimicrobial finish. 5 . A range of sparkling fabrics with fine metallic effect for ceremonial wear. 6. Range of fine soft fabrics, with special wool enzyme finish. In order to maintain the leadership of JKFT in files business, 13 new SKU’s have been developed for the Export market for customer specific engineering and agro applications. (b) Technology Absorption, Adaptation and innovation : The Files and Tools division introduced automatic VCI pouch packing and commissioned slim taper files for enhancing brand image to the end customer. Value stream for flat files introduced at Pithampur for productivity improvement.

C.

Foreign Exchange Earnings and Outgo : Textile exports have shown a growth of 4% over the previous year. The Company has achieved an increased growth in the last financial year inspite of stiff competition from other exporters of our country and rupee appreciation. This has been achieved only with the sole endeavor of constantly servicing the customer with value added products and with the emphasis on enhancing customer base. The Files and Tools division’s endeavor to expand and consolidate its presence in International market continues. During the year under review the division recorded an all time high sales volume of files in international market. The rupee appreciation against US Dollar has impacted the overall export realisation and overall export sales. During the year under review the division has made entr y into some new markets, notable ones being Russia, Czech Republic and Poland. The business presence has been improved significantly in Eastern Europe, Canada, Asian countries like Myanmar, UAE, African countries like Uganda, Tanzania and Kenya. The division has strengthened its presence in USA by appointing a new agent, and a new sales representative for Brazil specifically to tackle demand from currently booming Sugarcane Industry. The particulars regarding foreign exchange earnings and outgo are given in Schedule 16 – Notes forming part of the Accounts.

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Form ‘A’ [Forming part of Annexure (1)] DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY A.

POWER AND FUEL CONSUMPTION Purchased

1.

e)

2.

Previous Year

Current Year

Previous Year

68049 14621 —

57211 13272 5254

64449 37 —

66033 126 17913

3015 697 —

2623 637 206.86

1808 5 —

1775 17 514.70

— — —

— — —

3.14 4.77 —

3.05 4.80 2.41

— —

— —

0.90 —

0.93 0.58

4.43 4.77 —

4.58 4.80 —

2.81 13.82 —

2.69 13.46 —

Total Quantity

Total Cost (Rs. Lacs)

Average Rate per Unit (Rs.)

Textile Division Current Year Previous Year

76457 79904

1407 1607

1840 2011

Denim Division Current Year Previous Year

— 22720

— 487.72

— 2146.65

Textile Division Current Year Previous Year

60.84 71.27

1349.35 1393.87

22.18 19.56

Files Division Current Year Previous Year

4.79 3.69

105.18 70.42

21.96 19.08

— 11.65

— 239.21

— 20.53

Units/per Kg. of Coal Textiles Denim Cost per unit (Rs.) Textiles Files & Tools Denim

Coal (M.T.) a)

b)

3.

Current Year Electricity a) Total units (KWH in thousands) Textiles * Files & Tools Denim b) Total Amount (Rupees in lacs) Textiles Files & Tools Denim c) Units/per Litre of Diesel Oil Textiles Files & Tools Denim d)

Own generation (through Diesel Generator/ Steam Turbine)

Furnace Oil (Lac Litres) a)

b)

c)

Denim Division Current Year Previous Year

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4.

b)

c)

Average Rate per Unit (Rs.)

5.61 4.06

201 158

36 39

0.54 1.09

16 30

30 28

— —

— 17

— 40

95909 108972

46 46

48 42

Files & Tools Division Current Year Previous Year

85543 76379

43 35

50 46

Denim Division Current Year Previous Year

— 76140

— 27

— 35

29 —

289 —

10 —

Unit

Standard (if any)

Current Year

Previous Year

KWH/Metre KWH/Piece KWH/Metre

— — —

4.87 0.23 —

4.13 0.23 2.17

Textile Division Current Year Previous Year Files & Tools Division Current Year Previous Year Denim Division Current Year Previous Year

LPG (Kgs.) a)

b)

c)

6.

Total Cost (Rs. Lacs)

Diesel Oil (Lac Litres) a)

5.

Total Quantity

Textile Division Current Year Previous Year

Natural Gas (Lacs Cubic Mtr.) Textile Division Current Year Previous Year

* 67376 MT used for CPP (Previous Year: 27679 M.T.) B.

CONSUMPTION PER UNIT OF PRODUCTION

Electricity a) Fabrics b) Engineers’ Steel Files c) Denim

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CORPORATE GOVERNANCE REPORT INTRODUCTION The Principles of Corporate Governance are based essentially on the existing legal and regulatory arrangements as well as the best prevailing practices followed by Corporate Sector. The framework of Corporate Governance was imbibed into the business since it emphasised on two important components namely long term prosperity of the Company and Governance of National, Human, Societal, Economic and Political genus. Since the Corporate governance principles alongwith the global standards has become an important constituent to Corporate success, the practice of good Corporate Governance has become a necessary pre-requisite for any corporation to manage effectively in the globalised market scenario. The detailed report on implementation by the Company, of the Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, is set out below : A. MANDATORY REQUIREMENTS 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE : Your Company has always believed in adopting the best practices of Corporate Governance with an aim to maximise the interest of the shareholders with those of other stakeholders – customers, employees, investors, vendors, dealers, financiers, state and central governments and society at large in order to achieve long-term sustained value while ensuring accountability in the exercise of corporates’ financial, legal and contractual obligations. The key to good Corporate Governance is in ensuring that the Company takes into account the interests of a wide range of constituencies, as well as of the communities within which Company operate. Today even in the fiercely competitive business environment, the Management and Employees of your Company are committed to uphold the core values of transparency, integrity, honesty and accountability which are fundamentals of Corporate Governance. Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance contained in the Listing Agreement. 2. BOARD OF DIRECTORS : COMPOSITION AND CATEGORY The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management, legal and marketing. The Executive Directors are involved in the day-to-day management of the Company and non-executive including the independent Directors bring external and wider perspective and independence to the decision making. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors, meets with the requirements of Clause 49 (I) (A) of the Listing Agreement. The present strength of the Board of Directors is nine, whose composition is given below : — one Promoter, Executive Director — one Promoter, Non-Executive Director — one Non-Promoter, Non-Executive Director — six Independent, Non-Executive Directors None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors. The composition of the Board of Directors, the number of other Directorship and Committee positions held by the Director, of which the Director is a Member/Chairman as on March 31, 2008 are as under : Name of Director

Category of Directorship

Directorship in other companies

No. of Board Committees (other than Raymond Limited) in which Chairman/Member Chairman Member Nil Nil

Dr. Vijaypat Singhania Chairman Emeritus

Promoter, Non-Executive

6

Shri Gautam Hari Singhania Chairman & Managing Director

Promoter, Executive

7

Nil

Shri B. K. Kedia

Independent, Non-Executive

8

Nil

1

Shri Nana Chudasama

Independent, Non-Executive

4

Nil

Nil

Shri Anant Singhania (upto March 29, 2008)

Promoter, Non-Executive

2

Nil

Nil 5

2

Shri B. V. Bhargava

Independent, Non-Executive

10

4

Shri U. V. Rao

Independent, Non-Executive

5

2

3

Shri I. D. Agarwal

Independent, Non-Executive

2

Nil

1

Shri Nabankur Gupta@

Non-Independent, Non-Executive

Shri P. K. Bhandari # Wholetime Director

Non-Promoter, Executive

(*) – ( @) – ( #) –

7

1

2

10

2

3

Relationship interse Directors

Related to Shri Gautam Hari Singhania and Shri Anant Singhania Related to Dr. Vijaypat Singhania and Shri Anant Singhania

Related to Dr. Vijaypat Singhania and Shri Gautam Hari Singhania

excludes Alternate Directorships, Directorships in Indian Private Limited Companies and Foreign Companies and Membership of Managing Committees of various bodies. Shri Nabankur Gupta is Independent Director with effect from April 1, 2008. Shri P. K. Bhandari ceased to be Wholetime Director with effect from April 23, 2008 and shall continue on the Board as Non-Executive and Non-Independent Director. Only memberships of Audit Committee and Shareholders’/Investors‘ Grievances Committee are considered. Member includes only membership of Audit Committee and Shareholders’/Investors‘ Grievances Committee and not the Chairmanship.

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BOARD PROCEDURE The Board meets atleast once a quarter to review the quarterly performance and the financial results. The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. All the items on the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial/business plans, financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Director and only in exceptional cases, the same is tabled at the meeting. The Board is also free to recommend the inclusion of any matter for discussion in consultation with the Chairman. The information as specified in Annexure I A to Clause 49 of the Listing Agreement is regularly made available to the Board. To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every Board Meeting, on the overall performance of the Company, with presentations by functional heads. Senior Management is invited to attend the Board Meetings so as to provide additional inputs to the items being discussed by the Board. The Board’s role, functions, responsibility and accountability are clearly defined. In addition to matters statutorily requiring Board’s approval, all major decisions involving policy formulation, strategy and business plans, annual operating and capital expenditure budgets, new investments, details of joint ventures, sale of business unit/division, compliance with statutory/regulatory requirements, major accounting provisions and writeoffs are considered by the Board. The Minutes of the Board Meetings are circulated in advance to all Directors and confirmed at subsequent Meeting. The Minutes of Audit Committee and other Committees of the Board are circulated in advance to all Directors, regularly placed before the Board and noted by the Board. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING During the financial year ended March 31, 2008, five Board Meetings were held i.e. on April 27, 2007, July 20, 2007, October 26, 2007, November 6, 2007 and January 30, 2008. The gap between two Board Meetings did not exceed four months. The attendance of each Director at Board Meetings and the last Annual General Meeting (AGM) is as under: Name of the Director

No. of Board Meetings attended 3

Attendance at last AGM held on June 18, 2007 Yes

Shri Gautam Hari Singhania

5

Yes

Shri B. K. Kedia

5

Yes

Shri Nana Chudasama

4

No

Shri Anant Singhania

4

Yes

Shri B. V. Bhargava

4

No

Shri U. V. Rao

3

Yes

Shri I. D. Agarwal

5

Yes

Shri Nabankur Gupta

5

No

Shri P. K. Bhandari

5

Yes

Dr. Vijaypat Singhania

3.

AUDIT COMMITTEE : BROAD TERMS OF REFERENCE The Audit Committee of the Board of Directors of the Company, inter-alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. The Terms of Reference of the Audit Committee are wide enough to cover the matters specified for Audit Committees under Clause 49 of the Listing Agreements as well as in Section 292A of the Companies Act, 1956 and inter- alia includes : a. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b. recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees; c. approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors; d. reviewing, with the management, the annual financial statement before submission to the Board for approval, with particular reference to : i. matters required to be included in the Director’s responsibility Statement which forms part of the Directors’ Report pursuant to Clause 2AA of Section 217 of the Companies Act, 1956; ii. changes, if any, in accounting policies and practices and reasons for the same; iii. major accounting entries involving estimates based on the exercise of judgment by management; iv. significant adjustments made in the financial statements arising out of audit findings;

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e.

v. compliance with listing and other legal requirements relating to financial statements; vi. disclosure of any related party transactions; vii. qualifications in the draft audit report. reviewing with the management, the quarterly financial statements before submission to the Board for approval;

f.

reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

g.

reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

h.

discussion with internal auditors any significant findings and follow up thereon;

i.

reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the Board;

j.

discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

k.

carrying out any other function as mentioned in the terms of reference of the Audit Committee.

In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice. The Audit Committee while reviewing the Annual Financial Statements also reviewes the applicability of various Accounting Standards (AS) issued by The Institute of Chartered Accountants of India. Compliance of the AS as applicable to the Company has been ensured in the Financial Statements for the year ended March 31, 2008. COMPOSITION The Audit Committee comprises of four Directors, all of whom are Non-Executive, Independent Directors except one Director who is Promoter, Non-Executive. The Audit Committee is constituted in accordance with the provisions of Clause 49 (II) (A) of the Listing Agreement and Section 292A of the Companies Act, 1956. All these Directors possess knowledge of corporate finance, accounts and company law. One of the member acts as Chairman of the Committee Meetings. The Statutory Auditors, the Cost Auditors and the Internal Auditors are also invited to the Meetings whenever required. The quorum for the Audit Committee Meetings is two members. The Company Secretary acts as Secretary to the Committee. The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting. The composition of the Audit Committee is as follows : Name of the Director

Position

Category

Dr. Vijaypat Singhania

Member

Promoter, Non-Executive

Shri. B. K. Kedia

Chairman

Independent, Non-Executive

Shri B. V. Bhargava

Member

Independent, Non-Executive

Shri U. V. Rao

Member

Independent, Non-Executive

MEETINGS AND ATTENDANCE During the financial year ended March 31, 2008, four Audit Committee Meetings were held on April 27, 2007; July 20, 2007; October 26, 2007 and January 30, 2008. The gap between two meetings did not exceed four months. The Audit Committee also met prior to the finalisation of accounts for the year ended March 31, 2008. The attendance at the Audit Committee Meetings is as under : Name of the Director

No. of meetings attended

Dr. Vijaypat Singhania

3

Shri B. K. Kedia

4

Shri B. V. Bhargava

3

Shri. U.V. Rao

3

The Company Secretary was present at all the above meetings. Shri B. K. Kedia, who acts as Chairman of the Audit Committee Meetings was present at the Eighty Second Annual General Meeting of the Company held on June 18, 2007 to answer the shareholders’ queries. INTERNAL AUDITORS The Company has appointed a firm of Chartered Accountants as Internal Auditors to review the internal control systems of the Company and to report thereon. The report of the Internal Auditors is reviewed by the Audit Committee.

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4.

REMUNERATION COMMITTEE : TERMS OF REFERENCE -

reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Wholetime Directors.

-

reviewing the performance of the Managing/Wholetime Directors and recommending to the Board, the quantum of annual increments and annual commission.

COMPOSITION The Remuneration Committee comprises of four Directors, all of whom are Independent, Non-Executive Directors except one Director who is Promoter, Non-Executive. The Chairman of the Committee is an Independent, Non-Executive Director nominated by the Board. The composition of the Remuneration Committee is as follows : Name of the Director

Position

Category

Dr. Vijaypat Singhania

Member

Promoter, Non-Executive

Shri. B. V. Bhargava

Chairman

Independent, Non-Executive

Shri B. K. Kedia

Member

Independent, Non-Executive

Shri Nana Chudasama

Member

Independent, Non-Executive

MEETING AND ATTENDANCE The Committee met twice on April 27, 2007 and July 5, 2007. The attendance at the Remuneration Committee Meetings is as under : Name of the Director

No. of meetings attended

Dr. Vijaypat Singhania

2

Shri. B. V. Bhargava

1

Shri B. K. Kedia

2

Shri Nana Chudasama

2

REMUNERATION POLICY A.

Remuneration to Non-Executive Directors The Non-Executive Directors are paid remuneration by way of Commission and Sitting Fees. The shareholders’ approval has been sought at the ensuing 83rd Annual General Meeting for payment of commission of Rs.25 lakhs to the Non-Executive Directors of the Company for a period of three years for financial year commencing from April 1, 2008 to March 31, 2011. Non-Executive Directors are paid sitting fees @ Rs.10,000 for each meeting of the Board or any Committee thereof attended by them. The compensation of Non-Executive Directors is approved unanimously by the Board. None of the Non-Executive Directors has any material pecuniary relationship or transactions with the Company.

B.

Remuneration to Chairman and Managing Director and Wholetime Director(s) The appointment of Chairman and Managing Director and Wholetime Director(s) is governed by resolutions passed by the Board of Directors and shareholders of the Company, which covers the terms of such appointment and remuneration read with the service rules of the Company. Payment of remuneration to Chairman and Managing Director and Wholetime Director(s) is governed by the respective Agreements executed between them and the Company. Remuneration paid to Chairman and Managing Director and Wholetime Director(s) is recommended by the Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the Annual General Meetings. The remuneration package of Chairman and Managing Director and Wholetime Director(s) comprises of salary, perquisites and allowances, commission and contributions to Provident and other Retiral Benefit Funds as approved by the shareholders at the Annual General Meetings. Annual increments are linked to performance and are decided by the Remuneration Committee and recommended to the Board for approval thereof. The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent. There is no separate provision for payment of severance fees under the resolutions governing the appointment of Chairman and Managing Director and Wholetime Director(s). Presently, the Company does not have a scheme for grant of stock options or performance linked incentives for its Directors.

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DETAILS OF REMUNERATION TO ALL THE DIRECTORS FOR THE YEAR ENDED MARCH 31, 2008 NON-WHOLETIME DIRECTORS Name of the Director

Commission *(Rs.)

Sitting Fees (Rs.)

Dr. Vijaypat Singhania

3,12,500

1,10,000

No. of Shares held 56247

Shri B. K. Kedia

3,12,500

1,10,000

100

Shri Nana Chudasama

3,12,500

1,80,000

663

Shri Anant Singhania

3,12,500

40,000

238374

Shri B. V. Bhargava

3,12,500

1,20,000

NIL

Shri U. V. Rao

3,12,500

90,000

NIL

Shri. I. D. Agarwal

3,12,500

50,000

NIL

Shri Nabankur Gupta

3,12,500

60,000

NIL

* payable in 2008-09. MANAGING AND WHOLETIME DIRECTORS Name of the Director Shri Gautam Hari Singhania, Chairman and Managing Director Shri P. K. Bhandari*, Wholetime Director

Salary (Rs.)

Benefits (Rs.)

Commission (Rs.)

Service Contract

1,80,00,000

1,83,93,242

1,48,000

5 years

93,60,000

52,21,466

1,48,000

5 years

* Shri P. K. Bhandari completed his term as Wholetime Director on April 23, 2008. 5.

SHAREHOLDERS’/INVESTORS’ GRIEVANCES COMMITTEE : FUNCTIONS The Board of Raymond Limited has constituted a Committee of Directors, which inter-alia also functions as ‘Shareholders’/Investors’ Grievances Committee’, consisting of three members, chaired by a Non-Executive, Independent Director. The Committee meets once a month and inter-alia, deals with various matters relating to: transfer/ transmission/transposition of shares; -

consolidation/splitting of shares/folios;

-

issue of share certificates for lost, sub-divided, consolidated, rematerialised, defaced, etc;

-

review of shares dematerialised and all other related matters; and

-

investors’ grievances and redressal mechanism and recommend measures to improve the level of investor services.

The Share Department of the Company and the Registrar and Share Transfer Agent, Intime Spectrum Registry Limited [ISRL] attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Shareholders’/Investors’ Grievances Committee are noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and e-mail addresses to facilitate prompt action. COMPOSITION The composition of the Committee of Directors is as under : Name of the Director

Position

Category

Shri Nana Chudasama

Chairman

Independent, Non-Executive

Shri Gautam Hari Singhania

Member

Promoter, Executive

Shri P. K. Bhandari

Member

Non-Promoter, Executive

Shri Nana Chudasama acts as Chairman of Shareholders’/Investors’ Grievances Committee. COMPLIANCE OFFICER The Board has designated Shri R. Narayanan, Director – Legal & Company Secretary as the Compliance Officer.

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MEETINGS AND ATTENDANCE Twelve meetings of the Committee were held during the year between April 1, 2007 and March 31, 2008. The meetings were held on April 2, 2007, May 2, 2007, June 1, 2007, July 2, 2007, August 1, 2007, September 1, 2007, October 1, 2007, November 1, 2007, December 3, 2007, January 2, 2008, February 1, 2008 and March 1, 2008. The number of meetings attended by each of the members is as under : Name of the Director

No. of meetings attended

Shri Nana Chudasama

12

Shri Gautam Hari Singhania

12

Shri P. K. Bhandari

12

DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED, NOT SOLVED AND PENDING SHARE TRANSFERS The total number of complaints received and replied to the satisfaction of the shareholders during the year ended March 31, 2008 were 237. There were no complaints outstanding as on March 31, 2008. The number of pending share transfers and pending requests for dematerialisation as on March 31, 2008 were Nil. Shareholders’/Investors’ complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended/pending for more than thirty days as on March 31, 2008. 6.

GENERAL BODY MEETINGS: a. Location and time, where last three Annual General Meetings were held is given below : Financial Year Date Location of the Meeting 2004-2005 June 16, 2005 Registered Office of the Company at Ratnagiri 2005-2006 June 23, 2006 Registered Office of the Company at Ratnagiri 2006-2007 June 18, 2007 Registered Office of the Company at Ratnagiri b.

c.

d.

Time 11.00 A.M. 11.00 A.M. 11.00 A.M.

Special Resolutions passed at last three Annual General Meetings : (i) Special resolutions for reappointment of Messrs. Dalal & Shah, Chartered Accountants as Statutory Auditors of the Company were passed at the Eighty-first and Eighty-second Annual General Meetings of the Company held on June 23, 2006 and June 18, 2007 respectively, which were put to vote by show of hands and were passed unanimously. (ii) Special resolution approving payment of commission to Non-Executive Directors for the financial year 2005-2006 was passed at the Eighty-first Annual General Meeting of the Company held on June 23, 2006, which was put to vote by show of hands and was passed unanimously. The payment of commission to Non-Executive Directors for the financial year 2006-2007 and 2007-2008 were passed at the Eighty-second Annual General Meeting of the Company held on June 18, 2007, which was put to vote by show of hands and was passed unanimously. Passing of resolutions by Postal Ballot : No items were passed by resolutions through Postal Ballot during the Financial Year 2007-2008. At the forthcoming Annual General Meeting also, there is no item on the agenda that needs approval by Postal Ballot. Extraordinary General Meeting : An Extraordinary General Meeting was held on December 4, 2007 at the Registered Office of the Company to issue 61,38,085 warrants on a preferential basis to the promoters as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 entitling the warrant holders to apply for equivalent number of fully paid equity shares of Rs.10/- each at a price of Rs. 340/- per share. In terms of the special resolution, the said warrants have been issued upon payment of 10% of the amount. The balance 90% of the amount is payable within 18 months from the date of issue of said warrants.

7.

SUBSIDIARIES : The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

8.

CODE OF CONDUCT : The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The said Code has been communicated to the Directors and members of the Senior Management. The Code has also been displayed on the Company’s website – www.raymond.in.

9.

INSIDER TRADING : Code of Conduct for Prevention of Insider Trading The Securities and Exchange Board of India (SEBI) has, effective February 20, 2002 introduced amendments to the existing Insider Trading Regulations of 1992 which ordain new action steps by corporates and other market intermediaries for the purposes of prevention of Insider Trading.

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Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company has adopted a ‘Code of Conduct for Prevention of Insider Trading’ (The Code) with effect from October 1, 2002. The Code is applicable to all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. Shri R. Narayanan, Director - Legal & Company Secretary has been appointed as the Compliance Officer for monitoring adherence to the Regulations. 10.

DISCLOSURES : a. Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large. There are no materially significant related party transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. Transactions with related parties as per requirements of Accounting Standard (AS-18) – ‘Related Party Disclosures’ are disclosed in Note No. 19 of Schedule 16 to the Accounts in the Annual Report. b. Disclosure of Accounting Treatment In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 211 (3)(c) of the Companies Act, 1956. The significant accounting policies which are consistently applied are set out in the Annexure to Notes to the Accounts. c. Risk Management Business risk evaluation and management is an ongoing process within the Company. During the year under review, a detailed exercise on ‘Risk Assessment and Management’ was carried out covering the entire gamut of business operations and the Board was informed of the same. d. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Company has complied with all requirements of the Listing Agreements entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three years. e. Non-mandatory requirements Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement are being reviewed by the Board from time to time.

11.

MEANS OF COMMUNICATION: (i) The Board of Directors of the Company approves and takes on record the quarterly, half yearly and yearly financial results in the proforma prescribed by Clause 41 of the Listing Agreement within one month of the close of the respective period. (ii) The approved financial results are forthwith sent to the Listed Stock Exchanges and are published in the leading national English newspapers namely The Economic Times and Financial Express (all editions). In addition, the same are published in local language (Marathi) newspapers namely Maharashtra Times (Mumbai) and Lokmat (Mumbai), within forty-eight hours of approval thereof. The same are not sent to the shareholders separately. (iii) Pursuant to Clause 51 of the Listing Agreement, all data related to quarterly financial results, shareholding pattern, etc. are hosted on the Electronic Data Information Filing and Retrieval (EDIFAR) website www.sebiedifar.nic.in maintained by SEBI in association with the National Informatics Centre, within the time frame prescribed in this regard. (iv) The Company’s financial results and official news releases are displayed on the Company’s Website www.raymond.in (v) No formal presentations were made to the institutional investors and analysts during the year under review. (vi) Management Discussion and Analysis forms part of the Annual Report, which is posted to the shareholders of the Company.

12.

GENERAL SHAREHOLDER INFORMATION: Detailed information in this regard is provided in the section ‘Shareholder Information’ which forms part of this Annual Report.

13.

COMPLIANCE CERTIFICATE OF THE AUDITORS: The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to the Directors’ Report and Management Discussion and Analysis. The Certificate from the Statutory Auditors will be sent to the Listed Stock Exchanges alongwith the Annual Reports of the Company. D E C L A R A T I O N As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board members and Senior Management Personnel have affirmed compliance with Raymond Limited Code of Business Conduct and Ethics for the year ended March 31, 2008. For Raymond Limited Gautam Hari Singhania Chairman & Managing Director

Mumbai: April 29, 2008

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AUDITORS’ CERTIFICATE ON CLAUSE 49 COMPLIANCE

The Members of Raymond Limited We have reviewed the records concerning the Company’s compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the Company, with Stock Exchanges of India, for the financial year ended 31st March, 2008. The Compliance of the conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implemention thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to us for the review, and the information and explanations given to us by the Company. Based on such a review and to the best of our information and according to the explanations given to us, in our opinion, the Company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the said Listing Agreement. We further state that, such compliance is neither an assurance as to the future viability of the Company, nor as to the efficiency or effectiveness with the management has conducted the affairs of the Company.

For and on behalf of DALAL & SHAH Chartered Accountants Ashish Dalal Partner Membership No. 33596 Mumbai: April 29, 2008

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SHAREHOLDER INFORMATION Registered Office:

Plot No. 156/H. No.2, Village Zadgaon, Ratnagiri 415 612, Maharashtra Phone : 95-2352-232514; Fax : 95-2352-232513 Website : www.raymond.in

Annual General Meeting:

Day, Date and Time : Wednesday, June 18, 2008 at 11.00 A.M. Venue : Registered Office of the Company at: Plot No. 156/H. No.2, Village Zadgaon, Ratnagiri 415 612, Maharashtra.

Financial Calendar: • Financial reporting for the quarter ending June 30, 2008 • Financial reporting for the half year ending September 30, 2008 • Financial reporting for the quarter ending December 31, 2008 • Financial reporting for the year ending March 31, 2009

: : : :

End July 2008 End October 2008 End January 2009 End April 2009

Date of Book Closure: June 3, 2008 to June 18, 2008 (both days inclusive). Dividend: The dividend as recommended by the Board of Directors, if declared at the ensuing Annual General Meeting, will be paid at par on or after June 19, 2008 to those members whose names appear on the Company’s Register of Members as holders of equity shares in physical form on June 18, 2008. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership details to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited for this purpose, as of June 2, 2008. Listing on Stock Exchanges: The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). Annual Listing Fees as prescribed have been paid to both the Stock Exchanges for the year 2008 - 2009. Global Depository Receipts are listed on Luxembourg Stock Exchange and Annual Listing Fees as prescribed has been paid to the said Stock Exchange for the calendar year 2008. Stock Code:

Bombay Stock Exchange Limited – 500330 National Stock Exchange of India Limited – Raymond EQ Demat ISIN No. for NSDL and CDSL – INE301A01014

Stock Market Data: The monthly high and low quotations and volume of shares traded on BSE and NSE during the year were as follows : MONTH

BSE

NSE

HIGH (Rs.)

LOW (Rs.)

VOLUME (Nos.)

APRIL 2007

379.90

325.00

1202090

MAY 2007

357.00

323.40

237751

JUNE 2007

330.00

301.10

637944

JULY 2007

312.00

273.10

AUGUST 2007

283.00

251.00

SEPTEMBER 2007

350.00

OCTOBER 2007

374.90

NOVEMBER 2007

HIGH (Rs.)

LOW (Rs.)

VOLUME (Nos.)

379.35

305.10

1648829

367.00

324.00

319403

329.80

301.50

627939

769104

314.90

270.00

1611996

614667

298.85

253.50

463337

256.80

3248996

350.00

256.10

2960735

300.00

3054647

375.00

287.00

3881960

444.00

338.00

3220782

442.00

335.00

3508446

DECEMBER 2007

450.00

345.00

2386039

450.00

377.20

2379253

JANUARY 2008

474.00

278.10

2017035

474.00

280.00

2776259

FEBRUARY 2008

359.80

297.00

925340

369.80

295.00

1262763

MARCH 2008

341.00

228.05

1944594

341.05

228.00

1597094

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No. of Shares traded Highest Share Price (Rs.)

BSE

NSE

20258989

23038014

474.00

474.00

Lowest Share Price (Rs.)

228.05

228.00

Closing share price as on March 31, 2008 (Rs.)

297.65

302.95

182700 lakhs

185953 lakhs

Market Capitalisation as on March 31, 2008 (Rs.) Stock Performance (Indexed) :

The performance of the Company’s shares relative to BSE Sensex is given in the chart below

Registrar and Share Transfer Agent : INTIME SPECTRUM REGISTRY LIMITED C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078. Tel : 022-25963838 Fax : 022-25946969 e-mail : [email protected] ; [email protected] e-mail : Exclusive for redressal of Investor Complaints is [email protected] Time : 10.00 a. m. to 1.00 p. m. and 2.00 p. m. to 4.00 p. m. (Monday to Friday) Share Transfer System: The transfer of shares in physical form is processed and completed by Registrar & Transfer Agent within a period of seven days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants. In compliance with the Listing Agreement with the Stock Exchanges, a Practising Company Secretary carries out audit of the System of Transfer and a certificate to that effect is issued.

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Distribution of shareholding as on March 31, 2008: No. of equity shares

No. of shareholders

% of shareholders

No. of shares held

% of shareholding

Upto 500

119651

96.89

8571775

13.97

501 to 1000

2335

1.89

1708770

2.78

1001 to 2000

882

0.71

1250820

2.04

2001 to 3000

218

0.18

552737

0.90

3001 to 4000

99

0.08

352074

0.57

4001 to 5000

67

0.05

304770

0.50

5001 to 10000

106

0.09

769771

1.25

10001 and above

132

0.11

47870136

77.99

123490

100

61380853

100

GRAND TOTAL Shareholding Pattern as on March 31, 2008: CATEGORY

(A)

Shareholding of Promoter and Promoter Group

1

Indian

(a)

Individuals/Hindu Undivided Family

(b) 2

NO. OF SHARE HELD

PERCENTAGE OF SHAREHOLDING

879162

1.43

Bodies Corporate

21650602

35.27

Sub-Total (A)(1)

22529764

36.70

Foreign Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

(B)

Public shareholding

1

Institutions

(a)

Mutual Funds/UTI

(b)

Financial Institutions/Banks

(c)

–

–

22529764

36.70

5323314

8.67

51583

0.08

Venture Capital Funds

–

–

(d)

Insurance Companies

12805183

20.86

(e)

Foreign Institutional Investors

(f)

Trusts Sub-Total (B)(1)

2

4.52

253

0.00

20954978

34.14

3495583

5.69

12579070

20.49

920096

1.50

Non-institutions

(a)

Bodies Corporate

(b)

Individuals

i.

Individual shareholders holding nominal share capital up to Rs.1 lakh

ii.

Individual shareholders holding nominal share capital in excess of Rs.1 lakh

(c)

2774645

Any Other (specify)

– 16994749

27.69

Total Public Shareholding (B)= (B)(1)+(B)(2)

37949727

61.83

TOTAL (A)+(B)

60479491

98.53

901362

1.47

61380853

100

(C) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C)

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Sub-Total (B)(2)

21

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Dematerialisation of shares and liquidity: 94.05 % of the equity shares of the Company have been dematerialised as on March 31, 2008. The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have an option to dematerialise their shares with either of the depositories. Status of Dematerialisation as on March 31, 2008 : PARTICULARS

NO. OF SHARES

National Securities Depository Limited Central Depository Services (India) Limited TOTAL DEMATERIALISED PHYSICAL GRAND TOTAL

% TO TOTAL CAPITAL

NO. OF ACCOUNTS

91.44

59754

56126102 1604538

2.61

11429

57730640

94.05

71183

3650213

5.95

52307

61380853

100.00

123490

Outstanding GDRs/ Warrants and Convertible Bonds, conversion date and likely impact on equity : Outstanding number of GDRs represent 901362 equity shares (1.47% of the total share capital) as on March 31, 2008. Each GDR represents 2 underlying equity shares. Since the underlying equity shares represented by GDRs have been allotted in full, the outstanding GDRs have no impact on the equity of the Company. The Company during the financial year has issued 61,38,085 warrants on a preferential basis to one of the promoters as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 entitling the warrant holders to apply for equivalent number of fully paid equity shares of Rs.10/- each at a price of Rs. 340/- per share. In terms of the special resolution, the said warrants have been issued upon payment of 10% of the amount. The balance 90% of the amount is payable within 18 months from the date of issue of said warrants. Unclaimed Dividends : Pursuant to Section 205C of the Companies Act, 1956, dividends that are unpaid/unclaimed for a period of seven years from the date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF: Financial Year

Date of declaration of Dividend

Due Date for transfer to IEPF

2000-2001

June 22, 2001

July 28, 2008

2001-2002

June 24, 2002

July 30, 2009

2002-2003

June 11, 2003

July 17, 2010

2003-2004

June 30, 2004

August 6, 2011

2004-2005

June 16, 2005

July 22, 2012

2005-2006

June 23, 2006

July 29, 2013

2006-2007

June 18, 2007

July 24, 2014

Members who have so far not encashed their dividend warrants are requested to write to the Company/Registrar to claim the same, to avoid transfer to IEPF. Members are advised that no claims shall lie against the said Fund or the Company for the amounts of dividend so transferred to the said Fund. Nomination: Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from the Company’s Registrar and Share Transfer Agent. Electronic Clearing Service: The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for crediting dividends through Electronic Clearing Services (ECS) to the investors wherever ECS and bank details are available. In the absence of ECS facility, the Company is required to print the bank account details on the dividend warrants. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than for depositing the money in the accounts specified on the dividend warrants and ensures safety for the investors. However, members who wish to receive dividend in an account other than the one specified while opening the Depository Account, may notify their DPs about any change in the Bank Account details.

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Plant Locations: The Company has the following manufacturing and operating Divisions : Textile Division : Thane

Jekegram, Thane 400 606, Maharashtra;

Jalgaon

No. E/1, MIDC Area, Phase II, Ajanta Road, Jalgaon 425 003, Maharashtra;

Chhindwara

B 1, A.K.V.N., Boregaon Industrial Growth Centre, Kailash Nagar, Tehsil Sauser, Dist. Chhindwara, Madhya Pradesh – 480 001; and

Vapi

N. H. No. 8, Khadki - Udwada, Taluka Pardi, District Valsad, 396 185, Gujarat.

J. K. Files and Tools Division: Ratnagiri

A-1 Mirjole Industrial Estate, MIDC, Kolhapur Road, Ratnagiri 415 639, Maharashtra;

Chiplun

Plot No. C 1/1, MIDC Area, Gane – Khadpoli, Chiplun, 415 605, Maharashtra;

Pithampur

Shed No. S/1 & S/2, Sector 1, Road No. 10, Pithampur 454 775, Dist. Indore, Madhya Pradesh; and

Kolkata

22 New Tangra Road, Kolkata 700 046, West Bengal.

Aviation Division :

Mahindra Towers, B Wing, 2nd Floor, P. B. Marg, Worli, Mumbai 400 018.

Address for Correspondence: PHYSICAL SHARES

DEMAT SHARES

DEBENTURES AND FIXED DEPOSITS

INTIME SPECTRUM REGISTRY LIMITED C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078 Tel : 022-25963838 Fax : 022-25946969 e-mail: [email protected] [email protected]

Respective Depository Participants of the shareholders

Raymond Limited Share Department Pokhran Road No.1 Jekegram Thane 400 606 Maharashtra Phone : 022-4036 8619/8620 Fax : 022-2538 2912

SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL: As stipulated by SEBI, a qualified Practising Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Listed Stock Exchanges. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.

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TEN YEAR HIGHLIGHTS (Rupees in Lacs) 2007-08

* 2006-07

2005-06

2004-05

2003-04

2002-03

2001-02

2000-01

1999-2000

1998-99

Sales and Other Income

146015

137497

140637

122639

116853

109588

103208

147279

167630

160084

% Increase / (Decrease)

6.2

(2.2)

14.7

4.9

6.6

6.2

(29.9)

(12.1)

4.7

3.5

22287

34840

27170

18442

27305

21820

18844

52570

23115

30292

INCOME

Gross Profit before interest and depreciation As % of Sales and Other Income

15.3

25.3

19.3

15.0

23.4

19.9

18.3

35.7

13.8

18.9

Net Profit after Tax

6612

20125

12229

7682

13184

9143

8364

33341

3262

8659

73311

76174

84512

57563

42122

40602

37857

37079

85373

93504

104730

98448

73660

73428

71587

61231

58766

60744

18583

9683

58543

45343

44013

42083

44381

46623

50263

42009

53072

65691

236584

219965

202185

173074

158090

148456

146886

139832

157028

168878

8

9

17

9

6

1

5

(11)

(7)

1

Shareholders’ Investments

1885

1885

1885

1885

1885

1885

1885

1885

3256

3256

Bonus Shares

4253

4253

4253

4253

4253

4253

4253

4253

4253

4253

Reserves

133690

129478

112857

104256

98717

89297

83388

81252

73307

71386

Total

139828

135616

118995

110394

104855

95435

89526

87390

80816

78895

7998

10306

11011

10031

17672

17096

17410

27062

31204

30619

231.2

220.9

193.9

179.9

170.8

155.5

145.9

142.4

107.6

105.1

Earnings

11.8

32.9

19.7

13.6

21.6

14.7

14.4

35.6

4.3

11.5

Dividend

2.5

5.0

5.0

4.0

5.5

4.5

4.5

3.0

1.5

2.0

ASSETS EMPLOYED Net Fixed Assets Investments Net Current Assets Total % Increase/(Decrease)

EQUITY FUNDS AND EARNINGS Shareholders’ Funds:

Contribution to Country’s Exchequer

Per Equity Share of Rs.10:

(Rupees)

Book Value

* Figures are stated as per the Annual Report of 2006-07

24

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5/26/2008, 10:27 AM

REPORT OF THE AUDITOR TO THE MEMBERS We have audited the attached Balance Sheet of RAYMOND LIMITED as at 31st March, 2008 and the annexed Profit and Loss Account for the year ended on that date, and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 1.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2.

As required by the Companies (Auditor’s Report) Order, 2003 and the Companies (Auditor’s Report) (Amendment) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3.

Further to our comments in the Annexure referred to above, we report that: (i)

We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(ii)

In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books of the Company;

(iii)

The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

(iv)

In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956;

(v)

Based on the representations made by the Directors as on 31st March, 2008 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2008, prima-facie disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi)

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read with Note No.3 in Schedule 16 – relating to investments in, loans and other receivables from subsidiaries / joint ventures, whose networths have eroded / substantially eroded and read together with the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India: (a)

in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;

(b)

in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(c)

in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For and on behalf of DALAL & SHAH Chartered Accountants Ashish Dalal Partner Membership No.33596

Mumbai: 29th April, 2008

25

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ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2008 OF RAYMOND LIMITED On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:i.

(a) (b)

(c) ii.

(a) (b) (c)

The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets; As explained to us, the fixed assets have been physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies noticed on physical verification have been properly dealt with in the books of account; During the year, the Company has not disposed off any substantial part of its fixed assets so as to affect its going concern; As explained to us, inventories have been physically verified during the year by the management. Inventories lying with outside parties have been confirmed by them at the close of the year; The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business; On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account;

iii.

According to the information and explanations given to us, the Company has not granted/taken any loan, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

iv.

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. The implementation of ERP Solution over various businesses/locations is still under progress in phases and the controls under the said solution are being deployed. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control;

v.

(a)

On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, the particulars of all transactions in which directors were interested, as contemplated under Section 297 and Section 299 of the Companies Act, 1956, and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered;

(b)

In our opinion, and according to the information and explanations given to us, there were no transactions exceeding the value of Rupees Five lacs in respect of any party during the year;

vi.

The Company has not accepted any deposits from the public;

vii.

On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm of Chartered Accountants appointed by the management, is commensurate with the size of the Company and nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company’s products to which the said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate; ix.

(a)

According to the records of the Company, it has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities;

(b)

On the basis of our examination of the documents and records, and explanations and information given to us, the following disputed statutory dues on account of Sales Tax, Excise Duty, Entry Tax and Cess on Royalty which have not been deposited with the appropriate authorities are as under: Nature of Dues Sales Tax / VAT and Entry Tax

Excise Duty Cess on Royalty

Amount (Rs. in lacs) 41.43 18.76 89.24 829.06 8.28 Amount not determinable

Forum where dispute is pending High Courts Sales Tax Appellate Tribunal Sales Tax Departmental Authorities Central Excise and Service Tax Appellate Tribunal Excise Departmental Authorities

26

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5/26/2008, 10:27 AM

x. xi. xii. xiii.

The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year; On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks and Debenture holders. There were no dues to any Financial Institution during the year; As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities; In respect of shares, securities, debentures and other investments dealt or traded by the Company, proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name;

xiv. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee for loans taken by its subsidiaries from Banks aggregating Rs.7597 lacs. However, the terms and conditions of such guarantees are, prima-facie, not prejudicial to the interests of the Company; xv.

On the basis of the records examined by us, we have to state that, the Company, has prima facie, applied the term loans for the purposes for which they were obtained.

xvi. According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we are of the opinion that, prima facie short term funds have not been used for long term purposes; xvii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 30 of the Companies Act, 956; xviii. On the basis of the records and documents examined by us, the Company has, during the year, issued short term privately placed secured debentures with daily put/call option, aggregating Rs.247900 lacs, which have been repaid prior to the creation of any security in favour of the debenture holders; xix. The Company has not raised any money by public issue, during the year; xx.

According to the information and explanations given to us, and to the best of our knowledge and belief, no significant fraud on or by the Company, has been noticed or reported by the Company during the year; Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors’ Report) Order, 2003, and the Companies (Auditor’s Report) (Amendment) Order, 2004, Clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f), (iii)(g) and (xiii) of paragraph 4 of the aforesaid Order, are, in our opinion, not applicable to the Company.

For and on behalf of DALAL & SHAH Chartered Accountants Ashish Dalal Partner Membership No.33596

th

Mumbai: 29 April, 2008

27

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27

5/26/2008, 10:27 AM

BALANCE SHEET AS AT 31ST MARCH, 2008 Schedule No. SOURCES OF FUNDS: Shareholders’ Funds: Share Capital Share Warrants Reserves and Surplus

1 1A 2

31st March, 2008 (Rs. in lacs)

6138.08 2086.95 133690.42

31st March, 2007 (Rs. in lacs)

6138.08 – 129477.86 141915.45

Loan Funds: Secured Loans Unsecured Loans

135615.94

3 50498.04 38203.04

56686.05 22074.96 88701.08

Deferred Tax Liability (Net) (Refer Note 18) TOTAL APPLICATION OF FUNDS: Fixed Assets: Gross Block Less: Depreciation and Amortisation

78761.01

5967.58

5587.73

236584.11

219964.68

4

Net Block Capital work-in-progress Investments Current Assets, Loans and Advances: Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances

134540.27 62587.76

123003.48 55397.84

71952.51 1358.36

67605.64 8568.51 73310.87 104730.20

5 6

Less: Current Liabilities and Provisions: Current Liabilities Provisions

76174.15 98447.50

32974.18 28988.56 2182.48 5775.49 24421.59

28366.36 26877.07 2561.40 2969.90 21715.86

94342.30

82490.59

28245.53 7553.73

29083.90 8063.66

7

35799.26 Net Current Assets TOTAL Notes forming part of the Accounts

37147.56 58543.04

45343.03

236584.11

219964.68

16

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

28

PGS 28 TO 45.pmd

28

5/26/2008, 3:15 PM

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008 Schedule No. INCOME Sales, Services and Export Incentives Less: Excise Duties

8 9

Other Income

Year ended 31st March, 2008 (Rs. in lacs)

Year ended 31st March, 2007 (Rs. in lacs)

133756.33 (1505.18) 132251.15 13764.55 146015.70

129962.75 (1543.40) 128419.35 9077.82 137497.17

46855.29 26467.16 (3792.31) 23315.98 30437.68 6010.34 8106.71 137400.85 — — 137400.85

37737.82 27099.12 791.45 22558.39 26113.63 4711.91 6305.51 125317.83 (51.04) (3468.26) 121798.53

8614.85 — 8614.85

15172.47 526.17 15698.64

— (445.19) 8169.66

8809.32 (684.68) 23823.28

780.08 (642.08) 1015.49 342.00 62.00

4210.00* — (815.00) 275.00 28.00

6612.17 1.03 629.10 27888.77 35131.07 — 661.22 1534.52 260.79 2456.53 32674.54

20125.28 88.05 (1.30) 16717.36 36929.39 1450.00 4000.00 3069.04 521.58 9040.62 27888.77

61380853

61380853

11.80

32.93

12.28

17.51

EXPENDITURE Material Costs Manufacturing and Operating Costs (Increase)/Decrease in finished and process stock Employment Costs Administrative, Selling and General expenses Finance Charges Depreciation and Amortisation

10 11 12 13 14 15

Less : Trial Run Expenditure capitalised Finished and process stock transferred on divestment of Business

PROFIT FOR THE YEAR BEFORE EXCEPTIONAL ITEMS: - Continuing operations - Divested Denim business Add/(Less): EXCEPTIONAL ITEMS (Refer Note 17) - Surplus on divestment of Denim business - Others

PROFIT FOR THE YEAR BEFORE TAX

Provision for Income Tax : - Current Tax Less: MAT Credit - Deferred Tax - Fringe Benefit Tax Provision for Wealth Tax *Includes Tax Rs.188.65 lacs on ordinary activities of Denim Business

PROFIT FOR THE YEAR AFTER TAX Add/(Less): Prior period adjustments (net) (Refer Note 16) Tax in respect of ealier years (Net) Balance brought forward

BALANCE AVAILABLE FOR APPROPRIATION Debenture Redemption Reserve General Reserve Proposed Dividend Tax on proposed dividend Balance carried to Balance Sheet Weighted average number of Equity Shares outstanding during the year Basic and diluted earnings per share, including exceptional items (in Rs.) Basic and diluted earnings per share, excluding exceptional items (net of tax) (in Rs.) Notes forming part of the Accounts

16

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

29

PGS 28 TO 45.pmd

29

5/26/2008, 3:15 PM

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008 Year Ended 31st March, 2008 (Rs. in lacs) A.

Cash Flow arising from Operating Activities: Net Profit before Tax and Exceptional Items as per Profit and Loss Account Add/(Deduct): a) Provision for Doubtful Debts/Bad Debts, Advances and claims written off b) Provision no longer required c) Provision for Diminution in value of Investments d) Depreciation and Amortisation Charge e) Finance Charges and Gain/Loss on variation in Foreign Exchange rates f) Loss on sale of Assets ( Net) g) Interest Income h) Dividend Income i) Surplus on sale of Investments

8614.85 27.15 (186.52) 43.72 8106.71 7387.76 120.72 (3456.88) (1279.80) (4692.16)

15698.64 46.20 (652.94) 140.28 6305.51 3757.36 409.04 (1717.91) (1199.02) (3645.91)

6070.70 14685.55

Operating Cash Profit before Working Capital Changes Add/(Deduct): a) Increase/(Decrease) in Trade Payable b) Decrease/ (Increase) in Trade and Other Receivables c) Decrease/(Increase) in Inventories

B.

Year Ended 31st March, 2007 (Rs. in lacs)

(1135.02) (5112.23) (4607.82)

Cash (Outflow) from Operations Add : Direct Taxes refunds (Net) Cash (Outflow) before Prior Period Adjustments Add/(Deduct) : Prior Period adjustments Net Cash Inflow in the course of Operating Activities Deduct: Voluntary Retirement Compensation Net Cash Inflow in the course of Operating Activities after Exceptional Items Cash Flow arising from Investing Activities: Inflow: a) Sale of Fixed Assets b) Proceeds from divestment of business (Net) c) Interest Received d) Dividend Received e) Sale of Long Term Investments f) Sale of Current Investments (Net)

3442.61 19141.25 (3672.00) (11897.16) 6463.06

(10855.07) 3830.48 (1826.26) 2004.22 (7.37) 1996.85 445.19 1551.66 153.43 — 3309.84 1279.80 7664.82 —

(9106.10) 10035.15 (3720.82) 6314.33 78.12 6392.45 684.68 5707.77 54.01 31311.13 2212.93 1195.02 — 23118.75

12407.89 Outflow: a) Acquisition of Fixed Assets b) Investment in Subsidiaries/Joint Ventures c) Purchase of other Long Term Investments d) Purchase of Current Investments (Net) e) Increase in Loans to Companies (Net)

5509.17 2892.65 450.00 5956.43 (1089.79)

57891.84 28257.20 27428.85 16971.49 — 4646.10

13718.46 (1310.57)

Net Cash (Outflow) in the course of Investing Activities C. Cash Flow arising from Financing Activities: Inflow: a) Proceeds from Term Loans b) Proceeds from other Borrowings (Net) c) Proceeds from Issue of Share Warrants d) Proceeds from Debentures (Net) Outflow: a) Repayment of Term Loans b) Finance Charges (Net) c) Dividend Paid d) Tax on dividend e) Repayment of Debentures Net Cash Inflow in the course of Financing Activities Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C) Add: Balance at the beginning of the year Cash and Cash Equivalents at the close of the year

1279.21 14508.96 2086.95 — — 9121.18 3052.37 521.58 5800.00

17875.12

18495.13 (620.01) (378.92) 2561.40 2182.48

77303.64 (19411.80)

14185.44 10808.69 — 700.00 2182.96 6262.59 3055.89 430.43 —

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

30

PGS 28 TO 45.pmd

30

5/26/2008, 3:15 PM

25694.13

11931.87 13762.26 58.23 2503.17 2561.40

SCHEDULES ‘1’ TO ‘16’ ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008. 31st March, 2008 (Rs. in lacs)

31st March, 2007 (Rs. in lacs)

SCHEDULE 1 - SHARE CAPITAL Authorised : 10,00,00,000 Equity Shares of Rs.10 each

10000.00 10000.00

10000.00 10000.00

6138.08 6138.08

6138.08 6138.08

2086.95 2086.95

— —

(a) Securities Premium Account: Balance as per last account

14778.55

14778.55

(b) Capital Redemption Reserve: Balance as per last account

1371.01

1371.01

Issued and Subscribed : * 6,13,80,853 Equity Shares of Rs.10 each, fully paid-up Per Balance Sheet 3,50,000 Equity Shares were allotted as fully paid-up pursuant to contracts without payments being received in cash and 4,25,28,312 Equity Shares were allotted as fully paid-up Bonus Shares by way of capitalisation of Securities Premium Account and Reserves. * includes 9,01,362 Equity Shares represented by Global Depository Receipts. SCHEDULE 1A - SHARE WARRANTS 61,38,085 warrants of Rs. 34/- each (Refer Note 7) Per Balance Sheet

SCHEDULE 2 - RESERVES AND SURPLUS

(c) Debenture Redemption Reserve: Balance as per last account Add: Transfer from Profit and Loss Account

1450.00 — 1450.00 1450.00

Less: Transfer to General Reserve

1275.00 1450.00 2725.00 1275.00 —

(d) General Reserve: Balance as per last account Add: 1) Transfer from Debenture Redemption Reserve

Less:

2) Transfer from Profit and Loss Account Adjustment on account of transitional provisions of Accounting Standard - 15 on Employee Benefits (Refer Note 23)

83989.53

78714.53

1450.00

1275.00

661.22

4000.00

(1234.43)

— 84866.32 32674.54 133690.42

(e) Profit and Loss Account Total Reserves and Surplus – Per Balance Sheet

31

PGS 28 TO 45.pmd

31

1450.00

5/26/2008, 3:15 PM

83989.53 27888.77 129477.86

SCHEDULE 3 - LOAN FUNDS (a)

31st March, 2008 (Rs. in lacs)

Secured Loans: Debentures: Previous Year [58 Privately Placed Non-Convertible Debentures of Rs.1,00,00,000 each with daily put/call option (interest linked with MIBOR)] Term Loans from Banks (including foreign currency loan from banks Rs.3397.45 lacs; Previous year Rs. Nil) [Refer Note 1(a)] Interest accrued thereon Short Term Borrowings from Bank: Under Buyer’s Credit Arrangements [Refer Note 1(b)]

—

36629.67 —

36629.67

5800.00

31914.80 38.20

10729.31 —

Total - Secured Loans Unsecured Loans: Foreign Currency Loans from Banks Short Term Borrowings from Banks: Foreign Currency Loans Others

—

18923.15 9.90 10729.31 50498.04

18933.05 56686.05

31324.17

21566.44

3997.00 2500.00

— — 6497.00 381.87 38203.04 88701.08

Sales Tax Deferment Loans Total - Unsecured Loans Total Loan Funds - Per Balance Sheet

— 508.52 22074.96 78761.01

SCHEDULE 4 - FIXED ASSETS (Refer Note 2)

(Rs. in lacs) GROSS BLOCK - AT COST (unless otherwise specified)

A. Assets Land Freehold Leasehold Buildings Plant and Machinery, Electrical Installations and Equipments Furniture, Fixtures and Office Equipment Livestock (at book value) Vehicles Aircraft Boats and Water Equipments Software Per Balance Sheet Previous year ’s Total

Balance as at 1-4-07

Additions/ Adjustments

2520.14 246.25 15978.81

DEPRECIATION / AMORTISATION

Deducttions/Adjustments

Balance as at 31-3-08

79.41 — 975.78

— — 77.22

86902.25

3227.92

3711.15 15.78 1985.47 9853.00 537.04 1253.59 123003.48 136672.80

944.91 — 383.55 — 6717.97 389.78 12719.32 36430.20

For the year

Deducttions/Adjustments

Upto 31-3-08

As at 31-3-08

2599.55 246.25 16877.37

— 17.82 4436.15

— 3.00 585.16

— — 52.36

— 20.82 4968.95

2599.55 225.43 11908.42

2520.14 228.43 11542.66

716.37

89413.80

45789.07

4997.06

563.32

50222.81

39190.99

41113.18

210.45 3.07 160.30 — 15.12 — 1182.53 50099.52

4445.61 12.71 2208.72 9853.00 7239.89 1643.37 134540.27 123003.48

2499.51 — 1175.60 784.13 320.30 375.26 55397.84 67765.80

382.67 — 314.71 552.60 877.99 393.52 8106.71 6305.51

155.72 — 135.14 — 10.25 — @ 916.79 @18673.47

2726.46 — 1355.17 1336.73 1188.04 768.78 62587.76 55397.84

1719.15 12.71 853.55 8516.27 6051.85 874.59 71952.51 67605.64

1211.64 15.78 809.87 9068.87 216.74 878.33 67605.64

1358.36

8568.51

32

32

NET BLOCK

Upto 31-3-07

@ Net after adjustments on account of Excess provision for depreciation/amortisation Rs. 8.40 lacs relating to earlier years (Previous year Rs.9.93 lacs). B. Capital work-in-progress

PGS 28 TO 45.pmd

31953.00

3139.06

Working Capital Loans from Banks (including foreign currency loan from banks Rs. 1998.50 lacs; Previous year Rs. 1.05 lacs) [Refer Note 1(b)] Interest accrued thereon

(b)

31st March, 2007 (Rs. in lacs)

5/26/2008, 3:15 PM

As at 31-3-07

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

0.06

0.06

0.06

0.06

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) (fully paid up unless otherwise specified) I. LONG TERM INVESTMENTS A. Investments in Government Securities : National Saving Certificates (deposited with Government Department as Security ) B. Investments in Shares of Subsidiary Companies (Unquoted): 1.

Raymond Apparel Limited - Equity Shares of Rs.10 each

2000000

191.51

2000000

191.51

-6% Cumulative Redeemable Preference Shares of Rs.100 each

3430000

3430.00

3430000

3430.00

1000

0.03

1000

0.03

500

0.98

500

0.98

740000

724.00

740000

724.00

2.

J.K. (England) Limited (Equity Shares of £.1 each)

3.

Jaykayorg AG (Equity Shares of Swiss Francs 100 each)

4.

Pashmina Holdings Limited (Equity Shares of Rs.10 each)

5.

6.

Everblue Apparel Limited [ Refer Note 3(b)] - Equity Shares of Rs.10 each

5000000

500.00

5000000

500.00

- 6% Optionally Convertible Preference Shares of Rs.100 each

1000000

1000.00

1000000

1000.00

Regency Texteis Portuguesa, Limitada - Equity Shares

1148.91

- Preference Shares 7.

Hindustan Files Limited (Equity Shares of Rs.10 each)

8.

Colorplus Fashions Limited

377.01

3770070

377.01

398000

398.00

398000

398.00

Silver Spark Apparel Limited - Equity Shares of Rs.10 each -7% Non Cumulative Preference Shares of Rs.100 each

10.

355.24

3770070

- 0.01% Non Cumulative Preference Shares of Rs.100 each 9.

1148.91

355.24

Celebrations Apparel Limited (Equity Shares of Rs.10 each)

7000000

700.00

7000000

700.00

10,00,000

1000.00

1000000

1000.00

2710000

271.00

2710000

271.00

6892450

689.25

6764500

676.45

[Refer Note 3(a)] 11.

Scissors Engineering Products Limited - Equity Shares of Rs.10 each - 6% Cumulative Optionally Convertible Preference Shares of Rs.100 each

2048805

2048.81

2018950

2018.95

12.

JK Talabot Limited (Equity Shares of Rs.10 each)

7248936

724.89

7248936

724.89

13.

Raymond Europe SRL

41.58

41.58

13601.21

13558.55

C. Investments in Joint Ventures * 1.

Raymond Zambaiti Private Limited ( Equity Shares of

41000000

4100.00

41000000

4100.00

9690000

969.00

9690000

969.00

- Equity Shares of Rs.10 each

10000000

14800.19

10000000

14800.19

- 0.1% Preference Shares of Rs.10 each

10000000

8700.00

10000000

Rs.10 each ) 2.

Raymond Fedora Private Limited

3.

Raymond UCO Denim Private Limited (Refer Note 3(d))

( Equity Shares of Rs.10 each ) [Refer Note 3(c)]

28569.19

* The Company has agreed with the lenders (Banks) of some of these Companies for not disposing off these investments without their prior consent.

33

PGS 28 TO 45.pmd

33

5/26/2008, 3:15 PM

8700.00 28569.19

.

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) D. Non-Trade Investments: Shares (Unquoted): 1. Gujarat Sheep & Wool Development Corporation Limited (Equity Shares of Rs.100 each) Less: Provision for diminution in value of Investments 2. P.T. Jaykay Files Indonesia - Associate Company (Equity Shares of Indon.Rp.4,150 = US$ 10 each) 3. Bengal & Assam Company Limited (Equity Shares of Rs.100 each) Less: Provision for diminution in value of Investments 4. Impex (India) Limited (Equity Shares of Rs.10 each) 5. R.R. Investments & Estates Private Limited (Equity Shares of Rs.100 each) 6. Seven Seas Transportation Limited (Equity Shares of Rs.10 each) Less: Provision for diminution in value of Investments 7. J.K. Cotton Spg. & Wvg. Mills Company Limited (Equity Shares of Rs.10 each) Less: Provision for diminution in value of Investments 8. Radha Krshna Films Limited - Associate Company (Equity Shares of Rs.10 each) Less: Provision for diminution in value of Investments

102

0.10 (0.10)

102

0.10 (0.10)

24000 1150

23.99 1.00 (1.00) 0.80 5.19 27.94 (27.94)

24000 1150

23.99 1.00 (1.00) 0.80 5.19 27.94 (27.94)

8000 225 205000

8000 225 205000

10510

2.49 (2.49)

10510

2.49 (2.49)

2500000

250.00 (250.00)

2500000

250.00 (250.00)

29.98 E. Non-Trade Investments: Shares (Quoted): 1. J.K. Investo Trade (India) Limited - Associate Company (Equity Shares of Rs.10 each) Bonds (Quoted) 1. 6.75% Tax Free US 64 Bonds of Rs.100 each 2. 6.60% UTI Units Tax Free Bonds of Rs.100 each F. Non-Trade Investments: Unquoted Debentures: 1. R.R. Investments & Estates Private Limited (Unsecured Debentures of Rs.10,000 each) [Residual value after redemption Rs.7,800 each (Net of redemption Rs.0.06 lac and proportionate acquisition cost written off Rs.1.56 lacs)]

29.98

3489878

326.12

3489878

326.12

974956 2000000

974.96 2000.00 3301.08

974956 2000000

974.96 2000.00 3301.08

19

42.19

19

42.19

2.

Raymond Apparel Limited (a subsidiary) ( Fully Convertible Unsecured Debentures of Rs.100 each )

2850000

2850.00

2850000

2850.00

3.

Raymond UCO Denim Private Limited (a Joint Venture) ( NonConvertible Unsecured Debentures of Rs.100 each bearing interest linked to one year Government Security with annual reset)

2850000

2850.00

—

5742.19 G. Others: 1. 5.50% SIDBI Capital Gains Bonds Issue - 2005 of Rs.10000 each 2.

5.50% NHAI Capital Gains Bonds Issue - of Rs.10000 each

H. Investments in Mutual Fund - FMP ( Growth ) (Units of Rs.10 each) 1. Tata Fixed Horizon Fund Series 2 B Option (18 Months) Growth (NAV) Previous year Rs.541.64 lacs) 2. Tata Fixed Horizon Fund Series 2 Plan C (18 Months) Growth (NAV Previous year Rs.540.31 lacs) C/F

8200

820.00

8200

820.00

75000

7500.00 8320.00

75000

7500.00 8320.00

—

—

5000000

500.00

—

— —

5000000

500.00 1000.00

34

PGS 28 TO 45.pmd

34

— 2892.19

5/26/2008, 3:15 PM

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) B/F 3.

ABN AMRO Fixed Term Plan - Series 1 -( Growth ) 14 Months

4.

Tata Fixed Horizon Fund Series 3 Scheme D (13 Months )

(NAV Previous year Rs.542.94 lacs) Growth (NAV Previous year Rs.1085.36 lacs) 5.

—

—

1000.00

—

—

5000000

500.00

—

—

10000000

1000.00

—

—

10000000

1000.00

—

—

10000000

1000.00

—

—

10000000

1000.00

—

—

10000000

1000.00

—

—

5000000

500.00

10000000

1000.00

10000000

1000.00

5000000

500.00

5000000

500.00

10000000

1000.00

10000000

1000.00

5000000

500.00

5000000

500.00

10000000

1000.00

10000000

1000.00

10000000

1000.00

10000000

1000.00

10000000

1000.00

10000000

1000.00

5000000

500.00

5000000

500.00

5000000

500.00

5000000

500.00

5000000

500.00

5000000

500.00

10000000

1000.00

10000000

1000.00

658.00

6580000

ABN AMRO FTP- Series 2 - 13 Months Plan Growth (NAV Previous year Rs.1086.75 lacs)

6.

—

Franklin Templeton Fixed Tenure Fund Series V 13 Months Plan Growth (NAV Previous year Rs.1085.94 lacs)

7.

Standard Chartered Fixed Maturity 2nd Plan - 13 Months - Growth

8.

Kotak FMP Series 13 - 13 Months Growth Option

9.

Tata Fixed Horizon Fund Series 3 Scheme G (13 Months ) Growth

(NAV Previous year Rs.1087.90 lacs) (NAV Previous year Rs.1086.74 lacs) (NAV Previous year Rs.543.38 lacs) 10. Prudential ICICI FMP Series 34 Scheme-18 Months Plans (NAV Rs 1112.57 lacs, Previous year Rs.1005.70 lacs) 11. Prudential ICICI FMP Series 34 Scheme-17 Months Plans (NAV Rs 554.54 lacs, Previous year Rs.503.47 lacs) 12. Kotak FMP 16M Series 1 Growth(NAV Rs 1110.93 lacs, Previous year Rs.1011.11 lacs) 13. HDFC FMP 16M Dec2006(2) Wholesale Plan Growth (NAV Rs 555.98 lacs, Previous year Rs.503.73 lacs) 14. Prudential ICICI FMP Series 34 Scheme-16 Months Plans (NAV Rs 1107.42 lacs, Previous year Rs.1007.28 lacs) 15. HSBC Fixed Term Series 22 Inst. Growth (15 Months Plan) (NAV Rs 1111.44 lacs, Previous year Rs.1005.43 lacs) 16. HDFC FMP 16M January 2007 (2) Wholesale Plan growth (NAV Rs 1109.84 lacs, Previous year Rs.1004.27 lacs) 17. Templeton Fixed Horizon Fund Series I -15 Months PlansInstitutional Growth (NAV Rs 554.38 lacs, Previous year Rs.501.89 lacs) 18. Birla FTP Series-P-Growth (NAV Rs 556.19 lacs, Previous year Rs.503.72 lacs) 19. Prudential ICICI FMP Series 34 Scheme-15 Months Plans Institutional Growth (NAV Rs. 561.68 lacs, Previous year Rs. 503.78 lacs) 20. UTI FIXED Term Income Fund-Series II Plan 16- Institutional Growth Plan(NAV Rs. 1064.09 lacs, Previous year Rs.1009.02 lacs) 21. Kotak FMP 13M Series 2 Institutional Growth(NAV Rs 730.22 lacs, Previous year Rs.658.25 lacs)

6580000

9158.00

658.00 16158.00

I. Investments in Venture Capital Funds 1.

India Growth Fund (Units of Rs.1000 each, Paid up value per Unit of Rs.900 each, Previous year Rs.500 each)

2.

HDFC India Real Estate Fund (Units of Rs.1000 each) Total - Long Term Investments

50000

450.00

50000

250.00

248294

2482.94

223294

2232.94

2932.94

2482.94

71654.65

75311.99

35

PGS 28 TO 45.pmd

35

5/26/2008, 3:15 PM

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) II. CURRENT INVESTMENTS A.

Dividend Option (Units of Rs.10 each, unless otherwise specified) : 1. Kotak Lifestyle -Dividend (NAV Previous year Rs.564.44 lacs) 2. Birla Cash Plus -Instl. Prem. Daily Dividend Reinvestment Option (NAV Rs.500.10 lacs, Previous year Rs.42.43 lacs) 3. TATA Liquid Super High Investment Fund Daily Dividend (NAV Previous year Rs.2568.32 lacs) 4. Kotak Liquid (Institutional Premium)-Daily Dividend (NAV Previous year Rs.2.05 lacs) 5. JM Money Manager Fund Super Plus Plan-Daily Dividend (171)( NAV Previous year Rs.2551.71 lacs) 6. HDFC Cash Management Fund-Saving Plan-Daily Dividend Reinvestment (NAV Previous year Rs.7.42 lacs) 7. HDFC Cash Management Fund-Call Plan-Daily Dividend Reinvestment -Option (NAV Previous year Rs.2002.01 lacs) 8. DBS Chola Treasury Management Fund-Daily Dividend (NAV Previous year Rs.1001.90 lacs) 9. Kotak FMP 3M Series 13- Dividend (Weekly) (NAV Previous year Rs.400.28 lacs) 10. UTI Balanced Fund (Income - Reinvestment) (NAV Rs.49.36 lacs, Previous year Rs.41.39 lacs ) 11. Tata Floater Fund - Daily Dividend (NAV Rs.2253.71 lacs,) 12. Birla Sun Life Liquid Plus - Institutional - Daily Dividend Reinvestment (NAV Rs.3814.86 lacs) 13. ICICI Prudential - Flexible Income Plan Dividend - Daily (NAV Rs.499.47 lacs) 14. HDFC Floating Rate Income Fund Short Term Plan Wholesale Option Dividend Reinvestment - Daily (NAV Rs.3625.62 lacs) 15. TATA Treasury Manager SHIP Daily Dividend (NAV Rs.1612.06 lacs) (Units of Rs.1000 each) 16. SBI - SHF - Liquid Plus - Institutional Plan Daily Dividend (NAV Rs.3695.22 lacs) 17. SBI Premier Liquid Fund - Super Institutional Daily Dividend (NAV Rs.1510.49 lacs) 18. BSL Quarterly Interval - Series 3 - Dividend Reinvestment (NAV Rs. 502.49 lacs) 19. ABN AMRO Flexible Short Term Plan Ser. C Quarterly Dividend (NAV Rs.1005.17 lacs) 20. TATA Floating Rate Fund Long Term - Income/Bonus (NAV Rs. 501.99 lacs) 21. Kotak FMP 3 M Series 27 - Dividend ( NAV Rs. 502.55 lacs) 22. Templeton Quarterly Interval Plan - Plan B - Institutional Dividend Reinvestment ( NAV Rs.1005.78 lacs) 23. UTI Fixed Maturity Plan HFMP 03/08 - I - Institutional Dividend Plan (NAV Rs.501.63 lacs) 24. Standard Chartered Arbitrage Fund - Plan A - Dividend (NAV Rs.205.55 lacs) 25. HDFC Cash Management Saving Plus - Weekly Dividend (NAV Rs.131.83 lacs)

—

—

4850000.00

485.00

4991227.73

500.10

423451.68

42.43

—

—

230441.45

2568.32

—

—

16769.39

2.05

—

—

25517075.95

2551.71

—

—

69730.09

7.42

—

—

19201029.93

2002.01

—

—

10013411.80

1001.34

—

—

4000000.00

400.00

247540.93 22457171.20

27.98 2253.71

221671.58 —

22.99 —

38122716.45

3814.86

—

—

4723803.84

499.47

—

—

35965281.00

3625.62

—

—

160723.85

1612.06

—

—

36933691.28

3695.22

—

—

15055959.73

1510.49

—

—

5000000.00

500.00

—

—

10000000.00

1000.00

—

—

4954584.83 5000000.00

501.05 500.00

— —

— —

9989710.60

1000.00

—

—

5000000.00

500.00

—

—

1959593.19

200.00

—

—

1314148.06

131.67

—

—

21872.22

36

PGS 28 TO 45.pmd

36

5/26/2008, 3:15 PM

9083.27

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) B.

C.

D.

Growth Option (Units of Rs.10 each, unless otherwise specified) : 1. Kotak Liquid (Institutional) (NAV Rs.993.86 lacs, Previous year Rs.906.70 lacs) 2. Kotak Liquid (Institutional) - Growth (NAV Rs.72.87 lacs, Previous year Rs.12.32 lacs) 3. DSP Merrill Lynch Liquid Plus - Growth (NAV Rs.507.28 lacs, Previous year Rs.343.57 lacs) (Units of Rs.1000 each) 4. Benchmark Mutual Fund - Gold Bees (NAV Rs.48.50 lacs) (Units of Rs.1000 each)

6144360.61

Fixed Maturity Plan (Units of Rs.10 each, unless otherwise specified) : 1. JM Fixed Maturity Fund - Series II - Yearly Plan - YSA - Growth Option (NAV Previous year Rs.1086.98 lacs) 2. HSBC Fixed Term Series IV - FMP (370 days) Growth Option (NAV Previous year Rs.1087.40 lacs) 3. Reliance Fixed Horizon Fund II-Annual Plan - Series V-Institutional Growth Plan (NAV Rs.1112.24 lacs, Previous year Rs.1005.03 lacs) 4. Principal PNB Fixed Maturity Plan- Series IV (FMP-37)385 Days Institutional Growth Plan (NAV Rs.1106.45 lacs, Previous year Rs.1000.64 lacs) 5. Reliance Fixed Horizon Fund III-Annual Plan - Series I Institutional Growth Plan (NAV Rs.2225.06 lacs, Previous year Rs.2004.48 lacs) 6. DBS Chola FMP - Series 6 (371 Days Plan)-Cumulative (NAV Rs.1093.77 lacs, Previous year Rs.1000.00 lacs) Equity Shares (Quoted)(Shares of Rs.10 each, unless otherwise specified): 1. Dr. Reddy's Laboratories Limited (Equity Shares of Rs.5 each) 2. Oil & Natural Gas Corporation Limited 3. ITC Limited (Equity Shares of Re.1 each) 4. Tata Motors Limited 5. GAIL India Limited 6. Satyam Computer Services Limited (Equity Shares of Rs.2 each) 7. ICICI Bank Limited 8. Bharat Earth Movers Limited 9. State Bank of India 10. Associated Cement Company Limited 11. Gujarat Ambuja Cement Limited (Equity Shares of Rs. 2 each) 12. Grasim Industries Limited 13. Bharat Heavy Electricals Limited 14. Glaxo Smithkline Pharmaceuticals Limited 15. Larsen & Toubro Limited (Equity Shares of Rs.2 each) 16. BGR Energy Systems Limited 17. Cipla Limited (Equity Shares of Rs.2 each) 18. Biocon Limited (Equity Shares of Rs.5 each) 19. Bosch Chassis Systems India Limited 20. Britannia Industries Limited 21. Indian Hotels Company Limited (Equity Shares of Re.1 each) 22. Onmobile Global Limited 23. Mahindra & Mahindra Limited 24. Maruti Suzuki India Limited (Equity Shares of Rs.5 each) 25. Pfizer Limited 26. S K F India Limited 27. Tata Power Company Limited 28. Videsh Sanchar Nigam Limited 29. HDFC Limited 30. HDFC Bank Limited 31. Century Textiles & Industries Limited 32. E-Merck (India) Limited 33. Hindustan Petroleum Corporation Limited 34. Housing Development & Infrastructure Limited 35. Cholamandalam DBS Finance Limited 36. Cadila Healthcare Limited (Equity Shares of Rs.5 each) 37. Chennai Petroleum Corporation Limited 38. Dabur India Limited (Equity Shares of Re.1 each) 39. Praj Industries Limited (Equity Shares of Rs. 2 each) C/F

970.28

6032670.08

450527.32

71.81

81998.18

11.93

45415.10

501.76

32801.77

337.22

4000.00

51.94 1595.79

—

— 1235.67

—

—

10000000.00

1000.00

—

—

10000000.00

1000.00

10000000.00

1000.00

10000000.00

1000.00

10000000.00

1000.00

10000000.00

1000.00

20000000.00

2000.00

20000000.00

2000.00

10000000.00

1000.00 5000.00

10000000.00

1000.00 7000.00

— 22500 80000 8000 19300 12500 23000 5000 7500 — — 4200 6800 — 11000 15000 — 19373 — — 45000 5000 15700 14000 — — 7000 — 7600 7000 10000 — 28000 15000 49980 20000 11140 — —

— 241.90 140.48 51.39 74.51 45.74 220.53 48.47 64.98 — — 70.92 138.68 — 330.71 76.30 — 81.21 — — 34.42 22.00 73.47 84.81 — — 76.73 — 159.50 100.44 63.95 — 73.66 75.00 83.01 66.11 27.38 — — 2526.30

13000 21000 50000 17000 — 39000 24500 21914 14000 17000 27480 8200 — 3000 3000 — 48000 10000 10000 2310 120000 — 20000 21000 8000 40000 — 8000 1600 — 8000 11707 — — 100000 43000 — 10000 200000

90.08 105.92 55.48 94.43 — 142.71 135.76 212.42 62.67 44.27 20.42 121.12 — 19.86 22.56 — 52.29 47.01 96.64 29.99 91.80 — 77.72 107.03 58.53 114.40 — 17.97 12.00 — 14.08 59.65 — — 185.65 142.13 — 9.14 516.55 2760.28

37

PGS 28 TO 45.pmd

37

5/26/2008, 3:15 PM

886.52

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99. 100. 101. 102.

B/F Tata Consultancy Services Limited (Equity Shares of Re.1 each) Texmaco Limited Transformers & Rectifiers India Limited Bharti Airtel Limited Bilcare India Ltd. Financial Technologies Limited (Equity Shares of Rs.2 each) Asian Paints Limited Alfa Laval (India) Limited Bharat Petroleum Corporation Limited Clariant Chemicals Limited Finolex Industries Limited Gokaldas Exports Limited (Equity Shares of Re.5 each) Godrej Industries Limited (Equity Shares of Re.1 each) Gammon India Limited (Equity Shares of Rs.2 each) Hindustan Unilever Limited (Equity Shares of Re. 1 each) Infrastructure Development Finance Company Limited Infosys Technologies Limited (Equity Shares of Rs. 5 each) Jindal Saw Limited National Thermal Power Corporation Limited Punjab National Bank Reliance Industries Limited Reliance Energy Limited Reliance Communication Limited (Equity Shares of Rs.5 each) Suzlon Energy Limited (Equity Shares of Rs. 2 each) # Shringar Cinemas Limited Tata Tea Limited Sundaram Finance Limited (Equity Shares of Rs.5 each) DLF Limited (Equity Shares of Rs. 2 each) Divis Laboratories Limited (Equity Shares of Rs. 2 each) Power Grid Corporation of India Limited Sun Pharma Advanced Research Company Limited Steel Authority of India Limited Great Eastern Shipping Company Limited Galaxy Entertainment Corporation Limited Gemini Communications Limited Great Offshore Limited GMR Infrastructure Limited (Equity Shares of Rs.2 each) # Info Edge (India) Limited IOL Broadband Limited India Cements Limited Lupin Limited Mahindra Forgings Limited New Delhi Television Limited (Equity Shares of Rs.4 each) Punj Lloyd Limited (Equity Shares of Rs.2 each ) Panacea Biotec Limited (Equity Shares of Re.1 each) Sun Pharmaceuticals Industries Limited (Equity Shares of Rs.5 each) Tech Mahindra Limited U T V Software Communications Limited Power Finance Corporation Limited Asahi India Glass Limited (Equity shares of Re.1 each) Bharat Earth Movers Limited Bombay Dyeing & Manufacturing Company Limited BPL Limited Garware Offshore Services Limited Gujarat State Petronet Limited International Travel House Limited JM Financial Limited Jindal Drilling and Industries Limited Haryana Capfin Limited NIIT Limited Saregama India Limited Stone India Limited Timex Watches Limited (Equity shares of Re.1 each)

6000 8698 14000 10000 4000 4000 9999 — 10000 — 33600 — 30000 10000 — 105000 6000 3000 25000 13000 14500 5000 10000 30000 — 15000 9820 8000 2100 50000 30000 45000 30000 25000 — 9000 97500 — — — 7500 20000.00 — 30000 — 8063 — — — — — — — — — — — — — — — — —

2526.30 45.45 50.91 71.59 32.33 47.48 47.35 65.19 — 41.70 — 40.31 — 18.85 43.74 — 166.15 90.16 26.04 25.14 73.96 267.21 38.73 31.93 121.80 — 104.86 38.92 61.57 39.70 46.21 20.00 77.19 104.75 42.73 66.00 146.53 — — — 36.21 9.44 — 91.90 — 69.81 — — — — — — — — — — — — — — — — — 4828.14

38

PGS 28 TO 45.pmd

38

5/26/2008, 3:15 PM

16500 13920 — 27000 — 19593 25000 20000 — 10248 — 12864 100000 — 10000 — 5000 25000 50000 26000 24000 — 35000 — 145914 30000 — 1750 — — 25000 8000 25000 5000.00 2000 15000 3000 6000 5000 20000 35000 15000 139875 15000 16063 2000 24908 5189 35189 3738 4846 45285 20911 96238 10596 4470 6970 7945 11100 11002 14770 75846

2760.28 124.99 81.48 — 57.28 — 231.94 162.99 194.61 — 36.02 — 42.28 62.82 — 16.83 — 71.02 113.40 50.27 124.76 225.87 — 111.76 — 92.29 — 118.89 — 53.20 — — 25.14 14.03 42.73 22.14 13.36 55.93 21.14 22.76 10.08 96.56 16.52 37.68 267.17 48.87 142.15 28.09 56.61 4.41 36.15 46.21 31.84 24.81 22.96 38.71 24.41 33.59 37.76 13.61 35.73 25.55 35.46 28.35 6093.49

31st March, 2008 Nos. (Rs. in lacs)

31st March, 2007 Nos. (Rs. in lacs)

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) E.

F.

Mutual Fund (Quoted): Morgan Stanley Growth Fund Warrants (Quoted): Cholamandalam DBS Finance Limited

100000

63.47

—

—

31955

— 33359.62 (320.64) 33038.98 104693.63

—

— 23412.43 (276.92) 23135.51 98447.50

Less: Provision for diminution in value of Current Investments Total - Current Investments Total - Investments Notes : Split Shares # The Shares have been split in FV Rs.10 to Rs.2 III. APPLICATION MONEY PENDING ALLOTMENT Equity Application Money - State Bank of India (Rights Issue) Per Balance Sheet

36.57

—

104730.20

98447.50

Acquired and Sold during the year

A. Dividend Option (Units of Rs.10 each, unless otherwise specified): 1. Birla Cash Plus - Instl.Prem. Daily Dividend Reinvestment 2. TATA Liquid Super High Investment Fund - Daily Dividend (Units of Rs.1000 each) 3. Kotak Liquid (Institutional Premium ) - Daily Dividend 4. JM Money Manager Fund Super Plus Plan - Daily Dividend (171) 5. HDFC Cash Management Fund - Saving Plan Daily Dividend Reinvestment 6. HDFC Cash Management Fund - Call Plan Daily Dividend Reinvestment - option 7. DBS Chola Treasury Management Fund - Daily Dividend 8. Kotak FMP 3M Series 13 - Dividend (Weekly) 9. Reliance Liquid Fund Cash Plan - Daily Dividend Reinvestment 10. TATA Liquidity Management Fund - Daily Dividend Reinvestment Option ( Units of Rs.1000 each) 11. DWS Insta Cash Plus Fund - Institutional Plan Daily Dividend Option 12. HSBC Cash Fund Institutional Plus Daily Dividend Reinvestment Option 13. ICICI Prudential Institutional Liquid Plan - Super Institutional Daily Dividend Reinvestment Option 14. Reliance Liquidity Fund - Daily Dividend Reinvestment Option 15. ICICI Prudential Sweep Cash Option - Daily Dividend 16. Templeton India TMA Super - Institutional Plan Daily Dividend Reinvestment Option (Units of Rs.1000 each) 17. UTI Money Market Fund - Daily Dividend Reinvestment 18. HSBC Liquid Plus - Inst.Plus - Daily Dividend 19. Grindlays Floating Rate Fund - LT - Inst Plan B - Daily Dividend 20. TATA Floater Fund - Daily Dividend 21. Birla Sun Life Cash Manager - IP - Daily Dividend - Reinvestment 22. UTI - Liquid Plus Fund Institutional Plan - Daily Dividend Option (Units of Rs.1000 each) 23. HDFC Liquid Fund Premium Plan - Dividend - Daily Reinvest 24. Principal Floating Rate Fund FMP Instl.Option Dividend Reinvestment Daily 25. Lotus India FMP 3 Months Ser - IX Div. Reinvestment Option 26. Templeton India Treasury Management Account Super Institutional Plan - Daily Dividend Reinvestment (Units of Rs.1000 each) 27. ICICI Prudential Floating Rate Plan D - Daily Dividend 28. DBS Chola Freedom Income STP Inst. - Daily Dividend Reinvestment Plan

Nos.

Acquisition Cost (Rs. in lacs)

140556054.80 719325.61

14083.01 8017.03

69745435.56 74349641.98

8528.54 7436.34

126179279.66

13420.93

108596862.88 10029067.38 73201.74 21330367.02

11322.96 1003.47 7.32 2376.45

49897.07

500.10

15044297.13

1507.36

39992661.20

4001.51

243660766.25 97599729.43 95727753.94 803122.38

24366.11 9763.00 9572.78 8033.23

6250051.09 73663876.14 66189133.21 69745866.54 39998427.03 813839.73

1101.45 7375.67 6621.20 6999.42 4000.64 8139.53

53110771.87

6511.27

44627005.82 5095009.13

4468.19 509.50

668326.02

6684.93

24899199.22

2490.34

95125119.06

9512.68

39

PGS 28 TO 45.pmd

39

5/26/2008, 3:15 PM

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) Acquired and Sold during the year

29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65.

Birla Sun Life Liquid Plus - Instl.- Daily Dividend - Reinvestment Kotak Flexi Debt Scheme - Daily Dividend HDFC Cash Management Fund - Saving Plus Plan Wholesale - Daily Dividend HDFC Floating Rate Income Fund - Short Term Plan Retail Option - Dividend Reinvestment Daily ICICI Prudential - Flexible Income Plan Dividend - Daily Lotus India FMP 3 Months Series - XV Dividend ING Liquid Plus Fund - Institutional Daily Dividend ABN AMRO Flexible Short Term Plan Ser B Qly.Div.Red. Kotak FMP 3 Months Ser.25 Dividend Reinvestment ABN AMRO Money Plus Institutional Plan Daily Dividend JPMORGAN India Liquid Plus Fund - Dividend Plan - Reinvest AIG India Treasury Plus Fund Institutional Daily Dividend DWS Money Plus Fund - Institutional Plan - Daily HDFC Floating Rate Income Fund Short Term Plan Wholesale Option Dividend Reinvestment-Daily UTI Liquid Cash Plan Institutional - Daily Income Option Reinvestment (Units of Rs.1000 each) Fidelity Liquid Plus Super Institutional - Daily Dividend ICICI Prudential Interval Fund II Quarterly Interval Plan C Retail Dividend - Reinvest UTI Fixed Income Interval Fund - Quarterly Plan Series - III Institutional Dividend Reliance Liquidity Fund - Daily Dividend Reinvestment Option Templeton Floating Rate Income Fund Long Term Plan Super Institutional Option - Daily Dividend Reinvestment Reliance Liquid Plus Fund - Institutional Option Daily Dividend Plan (Units of Rs.1000 each) Principal Cash Management Fund Liquid Option Instl.Prem. Plan - Dividend Reinvestment Daily Lotus India Liquid Fund - Super Institutional Plus Daily Dividend Lotus India Liquid Plus Fund - Institutional Daily Dividend Birla Income Plus - Quarterly Dividend - Reinvestment DSP Merrill Lynch Cash Plus - Institutional Daily Dividend ( Units of Rs.1000 each) ICICI Prudential Interval Fund Monthly Plan II Retail Dividend - Reinvest Dividend ICICI Prudential Institutional Income Plan Dividend Quarterly - Reinvest Dividend JPMORGAN India Liquid Fund - Dividend Plan - Reinvestment Birla Dynamic Bond Fund - Retail - Quarterly Dividend DBS Chola Liquid Inst. Daily Dividend Reinvestment Plan JM High Liquidity Fund - Super Institutional Plan - Daily Dividend TATA Treasury Manager SHIP Daily Dividend (Units of Rs.1000 each) SBI - SHF - Liquid Plus - Institutional Plan - Daily Dividend DSP Merrill Lynch Liquid Plus Institutional Plan Daily Dividend ( Units of Rs.1000 each) SBI Premier Liquid Fund - Super Institutional - Daily Dividend LICMF Liquid Fund - Dividend Plan

Nos.

Acquisition Cost (Rs. in lacs)

72201887.27 32872116.92

7224.59 3297.43

12835625.33

1287.61

55342092.02 18573298.11 5182108.22 10708569.23 5178462.11 5089129.15 45363566.97 56822088.66 10089733.03 16087260.58

5578.98 1963.85 518.21 1071.21 517.85 508.91 4536.40 5686.82 1008.98 1610.05

76787152.40

7740.84

537590.56 15023843.08

5480.44 1502.38

5094325.72

509.43

5091421.92 18225817.45

509.21 1823.15

65901781.10

6597.27

257172.51

2574.53

19132008.66 20872186.90 20995910.29 23692461.56

1913.33 2087.34 2102.89 2531.21

1009996.76

10100.98

14945525.85

1505.27

4643522.45 279828.02 24161904.73 4227468.73 8307705.11 149628.34 16991504.25

500.08 28.00 2509.39 424.09 832.14 1500.77 1700.00

360297.94 20005849.67 44697682.49

3604.49 2007.09 4907.85

59263215.25 208578.59 6890041.82 5457532.21 6825006.83

9176.16 2256.33 1000.00 1000.00 1000.00

B. Growth Option (Units of Rs.10 each, unless otherwise specified): 1. 2. 3. 4. 5.

Kotak Liquid (Institutional ) - Growth DSP Merrill Lynch Liquid Plus Growth (Units of Rs. 1000 each) HDFC Short Term Plan - Growth HDFC Income Fund - Growth Kotak Bond ( Short Term ) - Growth

40

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40

5/26/2008, 3:15 PM

SCHEDULE 5 - INVESTMENTS (AT COST/BOOK VALUE) Contd... (fully paid up unless otherwise specified) Acquired and Sold during the year

C. Equity Shares (Quoted) (Shares of Rs.10 each, unless otherwise specified): 1. Aban Offshore Limited (Equity Share of Rs. 2 each) 2. Aditya Birla Nuvo Limited. 3. Bata India Limited 4. Bilcare India Limited 5. Bharat Heavy Electricals Limited. 6. Biocon Limited (Equity Share of Rs. 5 each) 7. Century Textile & Industries Limited 8. Colgate Palmolive India Limited (Equity Share of Re.1 each) 9. CESC Limited 10. Dish TV India Limited (Equity Share of Re.1 each) 11. Deepak Fertilizer & Petrochemicals Corporation Limited 12. DLF Limited (Equity Share of Rs. 2 each) 13. Educomp Solutions Limited 14. Edelweiss Capital Limited (Equity Share of Rs. 5 each) 15. Glaxo Smithkline Pharma Limited 16. Gokaldas Exports Limited (Equity Share of Rs. 5 each) 17. Great Eastern Shipping Company Limited 18. Great Offshore Limited 19. HDFC Bank Limited 20. HCL Technologies Limited 21. Housing Development & Infrastructure Limited 22. I - Flex Solutions Limited 23. ICSA India Limited 24. Indian Petrochemicals Corporation Limited 25. ITC Limited (Equity Share of Re. 1 each) 26. India Cements Limited 27. IVRCL Infrastructures & Projects Limited (Equity Share of Rs. 2 each) 28. Infomedia India Limited 29. Jaiprakash Associates Limited (Equity Share of Rs. 2 each) 30. Jet Airways (India) Limited 31. Mahindra Lifespace Developers Limited 32. Mundra Port and Special Economic Zone Limited 33. Oil & Natural Gas Co. Limited 34. Onmobile Global Limited 35. Punj Lloyd Limited (Equity Share of Rs. 2 each) 36. Ranbaxy Laboratories Limited (Equity Share of Rs. 5 each) 37. Reliance Energy Ltd 38. Reliance Industries Limited 39. Reliance Petroleum Limited 40. Remi Metals Gujarat Limited (Equity Share of Rs. 6 each) 41. Sun Pharma Advanced Research Company Limited (Equity Share of Re.1 each) 42. Suzlon Energy Limited (Equity Share of Rs. 2 each) 43. Triveni Engg. & Industries Limited (Equity Share of Rs.1 each) 44. Tata Steel Limited 45. Tata Power Company Limited 46. Ultratech Cement Limited 47. Zee Entertainment Enterprises Limited (Equity Share of Re.1 each)

Nos.

Acquisition Cost (Rs. in lacs)

1500 3500 20000 5000 5700 6222 5000 19500 29200 4025 45000 5500 4000 5500 2000 2136 204000 6000 1600 10000 135461 1000 10000 12000 10000 10000 10000 9500 13000 3000 10000 324 500 5111 1000 13000 9000 3000 50000 200000 50000 7000 18000 3000 15000 2500 14000

46.58 68.48 27.27 47.01 109.45 27.02 36.16 64.47 123.23 1.69 50.85 45.52 93.06 46.93 26.07 4.86 703.51 42.32 22.96 28.42 677.31 24.69 33.32 47.99 18.87 19.56 38.19 25.67 99.35 24.84 55.53 1.43 5.95 22.49 3.59 51.04 65.71 60.93 48.70 51.60 33.33 39.69 25.58 27.54 123.83 23.95 32.16 Book Value

31st March,2008 (Rs. in lacs) Aggregate of Quoted Investments Aggregate of Unquoted Investments

Market Value

31st March,2007 (Rs. in lacs)

7875.49

9117.64

96818.14

89329.86

104693.63

98447.50

41

PGS 28 TO 45.pmd

41

5/26/2008, 3:15 PM

31st March,2008 31st March,2007 (Rs. in lacs) (Rs. in lacs) 14984.52

14973.19

31st March, 2008 (Rs. in lacs)

31st March, 2007 (Rs. in lacs)

SCHEDULE 6 - CURRENT ASSETS, LOANS AND ADVANCES (a) Inventories: (As verified, valued and certified by the Management) : (i)

Loose Tools

(ii)

Stores and Spare Parts

(iii)

Stock-in-Trade: Raw Materials Goods-in-Process

85.70

84.75

1769.40

1561.50

3150.22

4475.97

11896.62

8673.34

Finished Goods

9549.89

9007.19

(iv)

Merchanting Goods

4038.42

2714.92

(v)

Goods-in-Transit

2483.93

1848.69 32974.18

28366.36

(b) Sundry Debtors : (Refer Note 3 and 4 ) (i)

Debts outstanding for a period exceeding six months Secured (considered good)

192.99

144.80

Unsecured : Considered good (including Rs. 5.52 lacs due from subsidiaries; Previous year Rs 6.46 lacs)

1761.81

1754.96 1954.80

Considered doubtful

390.70

Less: Provision

1899.76 386.68

(390.70)

(386.68) —

(ii)

—

Other Debts : Secured (considered good)

2785.97

2684.76

Unsecured : Considered good (including Rs.1210.42 lacs due from subsidiaries; Previous year Rs.1499.20 lacs)

24247.79

22292.55 27033.76

24977.31

28988.56

26877.07

(c) Cash and Bank Balances: (i)

Cash on hand (including cheques on hand

(ii)

Balances with Scheduled Banks:

Rs. 241.73 lacs; Previous year Rs. 658.97 lacs)

289.02

709.22

1798.15

1745.14

92.92

92.20

In Current Accounts (including remittances-in-transit Rs. 0.16 lac; Previous year Rs.0.16 lac) In Deposit Account [includes Rs. 0.63 lac deposit receipt endorsed in favour of Government authorities as security (Previous year Rs.0.61 lac)] (iii)

Balances with Non-Scheduled Banks: In Current Accounts: The Municipal Co-operative Bank Limited [Maximum balance during the year Rs.16.34 lacs (Previous year Rs.8.82 lacs)]

0.85 C/F.

2180.94

3.47 61962.74

42

PGS 28 TO 45.pmd

42

5/26/2008, 3:15 PM

2550.03

55243.43

31st March, 2008 (Rs. in lacs) SCHEDULE 6 - CURRENT ASSETS, LOANS AND ADVANCES (Contd.) B/F. The Hongkong & Shanghai Banking Corporation, Shanghai [Maximum balance during the year Rs. 6.03 lacs (Previous year Rs. 14.79 lacs)] In Deposit Accounts: The Municipal Co-operative Bank Limited [Maximum balance during the year Rs. 0.50 lac (Previous year Rs. 0.50 lac)]

2180.94

31st March, 2007 (Rs. in lacs)

61962.74

2550.03

1.04

10.87

0.50

0.50 2182.48

(d) Other Current Assets: (i) Export Incentives receivable (ii) Dividend, Interest Subsidy and Interest receivable (Interest accrued on Investments Rs.538.12 lacs; Previous year Rs.391.08 lacs) (iii) MAT Credit Receivable (iv) Claims and Other receivables

2561.40

516.82

412.75

3968.52

1798.92

642.08 648.07

— 758.23 5775.49

(e) Loans and Advances (Unsecured, considered good, unless otherwise specified): [Refer Notes 3 and 5] Subsidiary Companies : Loans and other dues Loans and Advances to companies and others: Considered good [includes Rs.30.00 lacs secured] Considered doubtful Less: Provision Advance Tax (Net of provision for tax) Advances recoverable in cash or in kind or for value to be received : Considered good Considered doubtful Less: Provision

2969.90

5624.44

5362.81

4544.32

3716.16

32.00 (32.00)

32.00 (32.00) — 815.84

— —

6577.59

6621.60

28.82 (28.82)

Balances with Customs, Excise, etc. Others (including with subsidiaries Rs.160.33 lacs; Previous year Rs.160.33 lacs)

11.34 (11.34) —

—

91.72

24.52

6767.68

5990.77 24421.59 94342.30

Per Balance Sheet SCHEDULE 7 - CURRENT LIABILITIES AND PROVISIONS (a) Current Liabilities : Sundry Creditors [including Rs.27.96 lacs due as remuneration to the Directors (Previous year Rs. 241.32 lacs)] [Refer Note 15] Advances against Sales Due to Subsidiary Companies Deposits from Dealers and Agents Overdrawn Bank Balances Other Liabilities Interest accrued but not due

17043.24 623.78 874.22 5805.78 1525.21 1886.78 486.52

21715.86 82490.59

17722.89 771.64 1007.15 5600.62 1815.07 2017.25 149.28 28245.53

(b) Provisions : For Proposed Dividend For Tax on Proposed Dividend For Taxation (Net of Advance Tax) For Fringe Benefit Tax (Net of Advance Tax) For Employee Benefits For Excise Duties

1534.52 260.79 — 15.58 5546.15 196.69

Per Balance Sheet

43

29083.90 3069.04 521.58 468.44 2.58 3779.00 223.02

7553.73

8063.66

35799.26

37147.56

43

PGS 28 TO 45.pmd

55243.43

5/26/2008, 3:15 PM

Year ended 31st March, 2008 (Rs. in lacs)

Year ended 31st March, 2007 (Rs. in lacs)

SCHEDULE 8- SALES, SERVICES AND EXPORT INCENTIVES (1) Gross Turnover (net of usual trade discounts, allowances, etc.) (a) Manufactured Goods (inclusive of sale of semi-finished goods) (b) Merchanting Goods

118769.13 14353.18

122905.41 7324.08 133122.31

130229.49

Less: Sales Returns Other discounts and allowances

406.32 1476.20

(2) (3)

Income from Air Taxi Operations Gross Income from Services : (a) Income from Job Work (b) Income from other services (4) Export Incentives, etc. Per Profit and Loss Account SCHEDULE 9 - OTHER INCOME Dividends: From Non-Trade Investments - Current Investments - Long Term Investments

690.13 1632.27 1882.52 131239.79 1169.37

2322.40 127907.09 894.33

0.68 361.84 984.65 133756.33

2.89 247.50 910.94 129962.75

1262.31 17.45

1073.01 20.86 1279.76 0.04

From Subsidiary companies Interest Income (Tax deducted Rs. 357.01 lacs; Previous Year Rs.151.66 lacs): - On Long Term Investments - Others (Including from subsidiaries Rs. 90.50 lacs; Previous Year Rs. 47.04 lacs)

621.04

1093.87 105.15 473.70

2835.84

1244.21 3456.88

Gain on variation in foreign exchange rates (Net) : - On Loans - Others

(1377.42) 3061.08

Profit on sale of Current Investments (Net) Profit on sale of Long-term Investments (Net) Rent and Compensation Credit Balances appropriated (Net) Excess provisions written back (Net) Sales Tax and Excise Duty Refunds Miscellaneous Income Per Profit and Loss Account

1717.91 954.55 (596.93)

1683.66

357.62

4027.34 664.82 150.20 13.91 172.61 747.49 1567.84 13764.55

3529.05 116.86 150.60 19.04 633.90 456.10 897.72 9077.82

SCHEDULE 10 - MATERIAL COSTS (1) Raw Materials consumed : Opening Stock Purchases

4475.97 34100.83 38576.80 1041.19 — 37535.61 3150.22

Less: - Sales - Transfer on divestment of Business Less: Closing Stock

7001.74 33027.79 40029.53 1022.91 2949.17 36057.45 4475.97 34385.39

(2) Merchanting Goods (Cost of goods sold): Opening Stock Add: Purchases

2714.92 13793.40 16508.32 4038.42

Less: Closing Stock

1311.36 7559.90 8871.26 2714.92 12469.90 46855.29

Per Profit and Loss Account

44

PGS 28 TO 45.pmd

44

31581.48

5/26/2008, 3:15 PM

6156.34 37737.82

Year ended 31st March, 2008 (Rs. in lacs) SCHEDULE 11 - MANUFACTURING AND OPERATING COSTS Stores and Spare Parts Power and Fuel Repairs to Buildings Repairs to Machinery Other Manufacturing and Operating Expenses Per Profit and Loss Account

Year ended 31st March, 2007 (Rs. in lacs)

9116.30 8215.50 742.51 1253.29 7139.56 26467.16

SCHEDULE 12 - (INCREASE)/DECREASE IN FINISHED AND PROCESS STOCK Opening Stock: Goods-in-Process Finished Goods

8673.34 9007.19

9984.79 8532.86 664.81 1293.01 6623.65 27099.12

10004.35 8451.76 17680.53

Closing Stock: Goods-in-Process Finished Goods

11896.62 9549.89

18456.11 8673.34 9007.19

21446.51 (3765.98)

17680.53 775.58

(26.33) (3792.31)

15.87 791.45

SCHEDULE 13 - EMPLOYMENT COSTS Salaries, Wages, Bonus, etc, [including rent Rs.110.11 lacs (Previous year Rs.59.63 lacs)] Contribution to Provident and Other Funds Workmen and Staff Welfare Expenses Per Profit and Loss Account

20746.66 1394.04 1175.28 23315.98

20060.27 1317.63 1180.49 22558.39

SCHEDULE 14 - ADMINISTRATIVE, SELLING AND GENERAL EXPENSES Insurance (Net) Rent Lease Rentals Rates and Taxes Advertisement Commission to Selling Agents Freight, Octroi, etc. Bad Debts, Advances and Claims written off Provision for Doubtful Debts, Advances and Claims Legal and Professional charges Miscellaneous Expenses Loss on sale/discardment of Fixed Assets (Net) Provision for diminution in value of Current Investments Contribution to Charitable Funds, etc. Directors’ Fees Per Profit and Loss Account

333.22 3843.83 20.09 80.38 7383.55 3268.43 1289.27 5.67 21.48 3366.88 10379.85 120.72 43.72 272.99 7.60 30437.68

435.52 2040.95 19.55 67.89 6641.50 3623.63 1130.36 31.20 15.00 2647.84 8846.84 409.04 140.28 56.98 7.05 26113.63

3746.63 2233.47 5980.10 30.24 6010.34 – 6010.34

3446.42 1187.78 4634.20 205.49 4839.69 (127.78) 4711.91

Add/(Less): Variation in excise duty on opening and closing stock of finished goods Per Profit and Loss Account

SCHEDULE 15 - FINANCE CHARGES Interest on Debentures and Fixed Loans (Net of Subsidy Rs.1617.68 Lacs, Previous Year Rs.1515.12 Lacs) Interest - Others Commitment and other charges on Loans Less : Borrowing Costs Capitalised Per Profit and Loss Account

45

PGS 28 TO 45.pmd

45

5/26/2008, 3:15 PM

SCHEDULE 16 - NOTES FORMING PART OF THE ACCOUNTS 1. Loan Funds : (a) Term Loans from Banks: Amount Outstanding (Rs. In Lacs) From Banks: (i) 31016.57(Previous Year - 31953.00) Secured by hypothecation of specified machineries situated at the Company ’s Textile Divisions at Thane and Jalgaon in the State of Maharashtra, Chhindwara in the State of Madhya Pradesh and Vapi in the State of Gujarat. (ii) 5613.10 (Previous Year - NIL) To be secured by hypothecation of specified machineries situated at the Company’s Textile Divisions at Thane and Jalgaon in the State of Maharashtra, Chhindwara in the State of Madhya Pradesh and Vapi in the State of Gujarat. (b) 2.

Working Capital Loans (including Buyer’s Credit arrangement): Secured by hypothecation of stocks, book debts and other current assets of the Company’s Textile and Files & Tools Divisions. Fixed Assets : (a) In terms of the acquisition proceedings initiated by Thane Municipal Corporation, about 4,222 sq. metres of the Company’s land at Thane is acquired for the purpose of widening of municipal road. Necessary accounting effect for the same will be given in the year in which the matter is finally settled. (b) Buildings include Rs. 10.48 lacs in respect of ownership flats/portions of buildings or Co-operative Housing Societies and Rs. 0.02 lac in respect of shares held in Co-operative Housing Societies. (c) Capital work-in-progress includes expenditure during construction period on substantial expansion/new industrial units of the Company as under: Year ended Year ended 31st March, 2008 31st March, 2007 (Rs. in lacs) (Rs. in lacs) Opening balance Add: Incurred during the year: Employment Costs Power and Fuel Stores consumption Legal and professional charges Travelling Expenses Miscellaneous Expenses Insurance

3.57 – 0.27 – 30.30 – 2.04 –

Less: Capitalised during the year

(d)

29.39 8.91 8.73 4.03 10.55 47.20 37.50 32.61

146.31

36.18 (3.57)

324.09 (320.52)

32.61

3.57

Expenditure incurred by the Company in previous year during trial runs in respect of expansion at the Company’s Textile Division. The amounts so capitalised are as under: Year ended 31st March, 2008 (Rs. in lacs)

(e)

3.

(a)

Year ended 31st March, 2007 (Rs. in lacs)

Raw material consumption Employment Cost Stores and Spares consumption Power and Fuel Processing Charges

– – – – –

200.14 25.54 17.19 74.37 2.58

Less:Inter-Unit sale during trial runs Stock of trial run product

– – –

319.82 (202.08) (66.70)

Trial Run Expenditure capitalised

–

51.04

Capital work-in-progress includes: (i) Advances for capital expenditure Rs. 575.02 lacs (Previous Year Rs.1015.20 lacs); (ii) Machineries in transit Rs. 64.12 lacs (Previous Year Rs.161.57 lacs). The Company has an investment of Rs. 271.00 lacs in the shares of Celebrations Apparel Limited (CAL) a wholly owned subsidiary of the Company. Further, the Company has loans, advances and other receivables amounting to Rs. 1029.21 lacs recoverable from CAL. The networth of CAL has substantially eroded due to operational losses. Considering the fact that the investment is of a strategic

46

PGS 46 TO 61.pmd

177.78

46

5/26/2008, 3:20 PM

4. 5.

(i)

nature and the steps taken by the Company to improve CAL’s performance has resulted in CAL making a cash profit for the year ended 31st March, 2008, no provision is considered necessary by the Management at present, for possible diminution in the value of investments and also in respect of losses that may arise in respect of loans to and other receivables from CAL. (b) The Company has an investment of Rs. 1500.00 lacs in the shares of Everblue Apparel Limited (EBAL), a wholly owned subsidiary of the Company. Further, the Company has interest free loans, advances and other receivables amounting to Rs.1879.89 lacs recoverable from EBAL. The net worth of EBAL has eroded due to operational losses. EBAL has entered into a conducting Agreement with Raymond UCO Denim Private Limited (RUDPL) to manufacture Denim Jeans, label, package and store as directed by RUDPL for a yearly conducting fee in addition to reimbursement of certain costs and expenses incurred by EBAL in the manufacturing process. This arrangement has improved the performance of EBAL and EBAL has made profit during the year. Under the circumstances, the Company has not provided for any diminution in the value of investments and also in respect of losses that may arise in respect of loans to and other receivables from EBAL. (c) The Company has an investment of Rs. 969.00 lacs in the equity shares of Raymond Fedora Private Limited (RFPL), a Joint Venture Company. Further, the Company has loans, advances and receivables amounting to Rs.1894.05 lacs recoverable from RFPL. The accumulated losses as on 31st March 2008 have substantially exceeded the net worth of the Company due to operational losses. Considering the fact that the investment is of strategic nature and the various initiatives taken by RFPL for improvement of operational performance viz. optimisation of capacity and utilisation, increase in customer base, improvement in product profile and cost control measures, no provision is considered necessary by the management at present, for any diminution in the value of investments and also in respect of the losses that may arise in respect of loans to and receivables from RFPL. (d) The Company has an aggregate investment of Rs.26350.19 lacs in the Equity and Preference Capital and also in Debentures of Raymond UCO Denim Private Limited (RUDPL), a Joint Venture Company. Further, the Company has advanced a loan of Rs.2942.50 lacs on which interest of Rs.188.60 lacs is also over due. The Company along with the Joint Venture Partner has undertaken to additionally fund RUDPL in case it fails to meet certain covenants of the Facility cum Hypothecation Agreement entered into with a Bank. During the year, the net worth of three of the overseas subsidiaries of RUDPL has eroded/substantially eroded due to operational losses. The Company along with the Joint Venture partner is in the process of preparing an action plan for revival of these subsidiaries. Considering the steps being taken and the fact that the holding in RUDPL is part of the Company’s long term strategy to be present in the global Denim Business, no provision is considered necessary at present by the management for diminution in the value of its investment in RUDPL and also in respect of losses that may arise in respect of loan and interest. Sundry Debtors, considered good, include Rs. 8.51 lacs for the recovery of which the Company has initiated legal actions (Previous Year Rs.36.70 lacs). (a) Loans and Advances in the nature of loans: (Rs. in Lacs)

Subsidiaries: Raymond Apparel Limited Colorplus Fashions Limited Pashmina Holdings Limited Hindustan Files Limited Everblue Apparel Limited Silver Spark Apparel Limited Celebrations Apparel Limited JK Talabot Limited Ring Plus Aqua Limited

(ii)

Associate Companies: J.K. Investo Trade (India) Limited [Refer Note 5b] P T Jaykay Files Indonesia

(iii)

Joint Ventures: Raymond Fedora Private Limited Raymond UCO Denim Private Limited (Repayable on or before 6th August, 2013) (Figures in bracket relate to previous year)

Amount outstanding

Maximum balance during the year

– (–) 300.00 (–) 300.00 (300.00) – (–) 1870.75 (1802.17) 1556.96 (2016.96) 1006.08 (606.08) 575.62 (637.60) 15.03 (–)

– (2850.00) 300.00 (–) 300.00 (300.00) – (278.33) 2173.17 (1802.17) 2331.96 (2652.96) 1006.08 (606.08) 726.62 (637.60) 15.03 (–)

– (–) – (–) – (–) – (–) – (–) – (–) – (–) – (–) – (–)

– (–) – (–) – (–) – (–) – (–) – (–) – (–) – (–) – (–)

30.00 (30.00) 56.38 (–)

30.00 (30.00) 56.38 (20.59)

16,58,923 (13,92,662) – (–)

16,58,923 (13,92,662) – (–)

1123.64 (653.64) 2942.50 (2942.50)

1123.64 (800.00) 2942.50 (2942.50)

– (–) – (–)

– (–) – (–)

47

PGS 46 TO 61.pmd

47

5/26/2008, 3:20 PM

Shares held by Loanee in the Company No. of Maximum Shares No. of outstanding Shares held at the year-end during the year

(b)

6.

The Company has given loans to J.K. Investo Trade (India) Limited (JKI) aggregating Rs.30.00 lacs being the balance outstanding against the amount which the Company had, as a guarantor, paid on behalf of JKI to a bank and pursuant to which the Company stands subrogated, in terms of a Memorandum of Subrogation, to the rights of the bank as a mortgagee on the specified immovable properties of JKI. (c) Advances recoverable in cash or in kind or for value to be received, considered good, includes: (i) Due from Officers of the Company Rs. 69.18 lacs (Previous year Rs.19.93 lacs); Maximum balance during the year Rs. 123.38 lacs (Previous year Rs.21.71 lacs). (ii) Due from Subsidiary Companies Rs. 99.23 lacs (Previous year Rs.70.88 lacs). A. Contingent Liabilities not provided for : 31st March, 2008 31st March, 2007 (Rs. in lacs) (Rs. in lacs) (a) Claims against the Company not acknowledged as debts in respect of past disputed liabilities of the Cement and Steel Divisions divested during the year 2000-2001, Carded Woollen business divested during the year 2005-06 and Denim Division divested during 2006-07 (interest thereon not ascertainable at present). - Excise Matters 59.84 1537.37 - Sales Tax 181.85 181.85 - Royalty on Limestone 2201.94 2201.94 - Other matters 152.09 63.16

(b)

(c) (d)

(e)

(f) (g)

(h) (i) (j)

(k)

(l)

Claims against the Company not acknowledged as debts in respect of other divisions. - Sales Tax - Compensation for Premises - Stamp Duty - Water Charges - Other Matters Bills Discounted with the Company’s bankers. On account of guarantees given and also on account of the indemnity issued by the Company to the Acquirer of shares of Recron Synthetics Limited pursuant to an Agreement. On account of corporate guarantee to the bankers/vendors on behalf of subsidiaries for facilities availed by them. (amount outstanding at close of the year). Disputed demands in respect of Income-tax, etc. (Interest thereon not ascertainable at present). Bonds/Undertakings given by the Company under concessional duty/exemption scheme to Government authorities. (Net of obligations fulfilled). On account of Excise Duty liability on post removal of goods from the place of manufacture. Disputed Excise Duty liability in respect of other matters. Liability on account of jute packaging obligation upto 30th June, 1997, in respect of the Company’s erstwhile Cement Division, under the Jute Packaging Materials (Compulsory use in Packing Commodities) Act, 1987. Liability in respect of additional stamp duty on the transfer of immovable properties of the Company’s erstwhile Cement Division and Denim Division. Company’s liabilities/obligations pertaining to the period upto the date of transfer of the Company’s erstwhile Steel, Cement, Carded Woollen Division and Denim Division in respect of which the Company has given to the acquirers: - Bank Guarantees - Undertakings

2595.72

3984.32

141.45 1298.89 174.16 87.17 153.41

218.04 1214.78 174.16 84.66 137.53

1855.08

1829.17

8662.09

5235.87

342.70

342.70

8565.00

7733.00

7281.12

6344.63

4083.88

3230.46

2118.90 3536.50

2118.90 2241.54

Amount not determinable

Amount not determinable

— 210.00 Amount not determinable

48

PGS 46 TO 61.pmd

48

5/26/2008, 3:20 PM

31st March, 2008 (Rs. in lacs) (m)

B. C.

The Wage Agreement in respect of the unionised employees of Company’s Textile Division situated at Chhindwara and Files Division at Chiplun has expired during the financial year 2007-08. The net liability on account of revision will be accounted in the year of finalisation of the wage agreement. Note : Item 6A(a), (b), (f), (h) to (k) The Company has taken legal and other steps necessary to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities which may arise or the amounts which may be refundable in respect of these claims. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances). Disclosure in respect of derivative instruments : (a) Derivative instruments outstanding :

(i)

Against Exports

(ii)

Against Imports

(iii)

Loans taken : - Principal

Forward USD/INR 11.44 EUR/USD 2.00 AUD/USD 4.50 USD/JPY 4.75 USD/INR 10.00 — — JPY/USD 59.61 — — — —

- Interest rate

(iv) (v)

Other Receivables Other Payables

Note : ( ) (b) (c)

i) ii) iii) iv) v) vi) 7.

8.

7866.01

(10.00)

(—)

1996.33 Millions

Option USD/INR 1.20

(9.21) (—) (—) (—)

31st March, 2007 (Rs. in lacs)

Swap —

(—)

AUD/USD 19.00 (11.00)

— —

— — — — — — — —

JPY/INR 3476.10 JPY/USD 2344.80 INR/USD 30.00 JPY/JPY 2344.80 JPY/INR 3476.10 USD/USD 20.00 — —

(3476.10) (2344.80) (10.00) (2344.80) (3476.10) (—)

Denotes previous year’s figures. All the derivative instruments have been acquired for hedging purposes. Foreign currency exposures that are not hedged by derivative instruments :

Debtors Creditors Loans taken Cash & Bank bal. Other Receivables & Advances Other Payables

07–08 — 0.14 61.18 — 0.08

USD 06-07 2.71 0.05 10.00 — —

07-08 0.61 0.18 — — 0.11

EURO 06-07 0.47 0.18 — — —

2.29

—

0.11

—

07-08 0.12 — — — — —

Millions

GBP 06-07 0.046 — — — —

07-08 0.04 0.02 — — 0.01

CHF 06-07 — — — — —

—

—

—

AUD 07-08 06-07 — — — — — — — — 0.05 — —

—

JPY 07-08 06-07 — — 6.64 9.30 — — — — 33.89 — —

—

RMB 07-08 06-07 — — — — — — 0.02 0.09 — — —

—

Pursuant to the approval of members by way of special resolution passed at the Extraordinary General Meeting of the Company held on 4th December, 2007, the Company has allotted 61,38,085 warrants to one of the promoters of the Company, namely, J.K. Investors (Bombay) Limited on 12th December, 2007. Each warrant carries option/entitlement to subscribe to 1 equity share of Rs.10 each at a premium of Rs.330. In terms of the special resolution, the said warrants have been issued upon payment of 10% of the amount. The balance 90% of the amount is payable within 18 months. The amounts so received, pending utilisation, have been invested in Mutual Funds. A. Managerial remuneration under Section 198 of the Companies Act, 1956, paid or payable during the financial year, to the Directors, as under: 2007-2008 (Rs. in lacs)

2006-2007 (Rs. in lacs)

Salary, allowances and Gratuity paid Contribution to Provident and Other Funds Commission

404.60 68.40 27.96

381.60 66.60 251.32 *

Approximate money value of perquisites and benefits

500.96 36.75

699.52 39.77

537.71

739.29

* Includes Rs.10.00 lacs paid to the non-executive directors for the accounting year 2005-06. The employee-wise break-up of liability on account of Retirement Schemes based on actuarial valuation is not ascertainable. The amounts relatable to the Directors is, therefore, disclosed in the year of payment.

49

PGS 46 TO 61.pmd

49

5/26/2008, 3:20 PM

Year ended 31st March, 2008 (Rs. in lacs)

B.

Statement showing the computation of Net Profit in accordance with Section 198(1) of the Companies Act, 1956: Profit before Tax - per Profit and Loss Account Add: Managerial remuneration paid/provided Provision for diminution in value of investments Exceptional Items (net) Prior period adjustments (net)

Year ended 31st March, 2007 (Rs. in lacs)

8169.66 537.71 43.72 445.19 1.03

23823.28 739.29 140.28 — 88.05

1027.65

967.62

9197.31 Less: Profit on sale of Investments (net) Exceptional Items (net) Provision for Wealth Tax

4692.16 — 62.00

Net Profit in accordance with Section 198(1)/349 Commission payable: (i) to the Chairman and Managing Director @ 1% of said Net Profit* (ii) to the Wholetime Director @ 1% of said Net Profit subject to a ceiling of annual salary* (iii) to other Directors

24790.90 3645.91 8124.64 28.00

4754.16

11798.55

4443.15

12992.35

1.48

129.92

1.48

86.40

25.00

35.00

30.93 22.47 11.24 3.46

30.87 10.10 12.18 2.07

16017.67 1450.70 917.72 302.00

13031.40 1708.66 18790.81 180.55

1639.17 259.29 168.20 418.66 5.26 683.30 — — 884.56

1658.49 821.34 210.04 483.11 67.66 664.99 16.06 40.52 270.65

* Restricted upto overall limits of 10% of profits computed under Section 349 of the Companies Act, 1956. 9.

10.

11.

Auditor’s Remuneration: (i) Fees as Auditor (ii) For management services (iii) For other services (iv) Out-of-pocket expenses Imports: Value of imports (including in-transit) calculated on C.I.F. basis in respect of (i) Raw Materials, Merchanting Goods, etc. (ii) Stores and Spare Parts (iii) Capital Goods (iv) Repairs Expenditure in Foreign Currency on account of: (i) Interest and Finance Charges (ii) Export Sales Commission (iii) Advertisement expenses (iv) Foreign travel, subscription, etc. (v) Conference expenses (vi) Consultancy charges (vii) Repairs and Maintenance (viii) Employment Costs (ix) Others

50

PGS 46 TO 61.pmd

50

5/26/2008, 3:20 PM

12.

Remittance in Foreign Currency on account of dividends: Paid in 2007-2008

Paid in 2006-2007

2006-2007

2005-2006

(a)

Year to which the dividend relates

(b)

Number of non-resident shareholders to whom remittances were made

(c)

Number of shares on which remittances were made

(d)

Amount remitted (Rs. in lacs)

66

40

54106

42489

2.71

2.12

Year ended 31st March, 2008 (Rs. in lacs) 13.

Year ended 31st March, 2007 (Rs. in lacs)

Earnings in Foreign Currency: (i)

Export of goods calculated on FOB basis

(ii)

Earnings from Air Taxi Operations

15107.70

20807.02

26.81

(iii)

Interest and Dividend (net of taxes)

—

47.04 2.69

(iv)

Sale of assets

—

1744.22

(v)

Others

15.55

10.46

14.

Revenue expenditure, including overheads on research and development incurred and charged out during the year through the natural heads of account, aggregate Rs. 45.96 lacs. The capital expenditure incurred for research and development purposes, aggregate Rs.Nil.

15.

There are no dues to Micro and Small Enterprises as at 31st March, 2008. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. Year ended 31st March, 2008 (Rs. in lacs)

16.

Prior period adjustments represent : Debits relating to earlier years Credits relating to earlier years Depreciation/Amortisation adjustments (net)

17.

18.

Year ended 31st March, 2007 (Rs. in lacs)

30.32 (22.95) (8.40)

69.55 (147.67) (9.93)

(1.03)

(88.05)

Exceptional Items: (a)

Net surplus on divestment of denim business as a going concern

(b)

VRS payments

—

8809.32

(445.19)

(684.68)

(445.19)

8124.64

As at 31-3-2008

As at 31-3-2007

(Rs. in lacs) As at 31-3-2006

Deferred Tax : Deferred Tax Liability on account of : Depreciation

8177.38

7479.17

8364.14

Deferred Tax Asset on account of : (i) VRS Payments (ii) Other Employee benefits (iii) Taxes, Duties, Cess, etc. (iv) Provision for doubtful debts, etc. (v) Provision for diminution in value of Investments (vi) Others

545.36 1277.40 215.23 135.60 0.78 35.43

706.61 789.27 206.57 158.49 2.91 27.59

749.98 520.59 202.69 242.64 225.93 19.58

2209.80

1891.44

1961.41

5967.58

5587.73

6402.73

Deferred Tax (Net)

51

PGS 46 TO 61.pmd

51

5/26/2008, 3:20 PM

19.

Related parties disclosures : 1.

Relationships : (a) Subsidiary Companies : Raymond Apparel Limited Pashmina Holdings Limited Everblue Apparel Limited Jaykayorg AG J.K. (England) Limited Regency Texteis Portuguesa, Limitada Hindustan Files Limited Colorplus Fashions Limited Silver Spark Apparel Limited Celebrations Apparel Limited Ring Plus Aqua Limited R&A Logistics Inc. Scissors Engineering Products Limited JK Talabot Limited Raymond Europe S.r.l. (b) Joint Ventures : Raymond Zambaiti Private Limited Raymond Fedora Private Limited Raymond UCO Denim Private Limited and its subsidiaries; UCO General Holding LLC, UCO Spinning Ltd. Partnership, UCO Fabrics Inc., UCO Sportswear International NV, UCO Tesatura SRL, UCO Raymond Denim Holding NV, UCO Ltd. LLC GAS Apparel Private Limited Rayves Automotive Textile Company Private Limited Rose Engineered Products India Private Limited (c) Other related parties where control exists : J.K. Investo Trade (India) Limited P.T. Jaykay Files Indonesia J.K. Helene Curtis Limited J.K. Ansell Limited J.K. Investors (Bombay) Limited Radha Krshna Films Limited (d) Key Management Personnel : Mr. Gautam Hari Singhania Mr. Pradeep Kumar Bhandari (e) Relatives of key management personnel and their enterprises where transactions have taken place : Dr. Vijaypat Singhania Silver Soaps Private Limited Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

52

PGS 46 TO 61.pmd

52

5/26/2008, 3:20 PM

2.

Transactions carried out with related parties referred in 1 above, in ordinary course of business: (Rs. in lacs) Nature of transactions

Related Parties Referred in 1(a) above

Referred in 1(b) above

Referred in 1(c) above

Referred in 1(d) above

Referred in 1(e) above

8907.96 (5426.14) – (1.76) 28.52 (–)

1453.51 (554.80) 2.47 (–) 22.48 (–)

1188.50 (688.74) – (7.91) – (–)

– (–) – (–) – (–)

– (–) – (–) – (–)

6014.24 (6147.83) 13.73 (8.12) – (–)

3437.14 (359.91) 12.11 (24.79) – (33075.25)

403.69 (95.20) 4.38 (0.90) – (–)

– (–) – (–) – (–)

– (–) – (–) – (–)

22.65 (22.65) 8.35 (338.81) 575.33 (536.48) – (–) – (–) 88.39 (–) – (–) 191.69 (115.55)

9.75 (13.90) 545.88 (–) — (–) – (–) – (–) – (–) – (–) 4.90 (–)

888.49 (759.70) – (–) 501.23 (312.68) – (–) 20.83 (20.74) – (–) – (–) 47.35 (20.58)

– (–) – (–) – (–) 512.70 (704.28) – (–) – (–) – (–) – (–)

3.00 (3.00) – (–) – (–) – (3.22) – (–) 112.36 (58.90) 1.10 (1.15) – (–)

204.04 (265.42) 90.50 (47.04)

29.93 (120.28) 427.02 (198.12)

36.39 (68.15) 2.70 (2.70)

– (–) (–)

– (–) – (–)

96.28 (14.40) 122.05 (65.99) 130.97 (77.48)

192.56 (64.58) 11.51 (–) 133.90 (193.31)

159.63 (188.57) 5.67 (–) 65.89 (53.30)

– (–) – (–) – (–)

– (–) – (–) – (–)

# 384.26 # (5368.59) 42.65 (3686.66)

470.00 (5531.62) 2850.00 (23741.19)

– (–) – (–)

– (–) – (–)

– (–) – (–)

11886.00 (11102.28) 874.22 (1007.15) 1315.17 (1576.54) – (–) 150.00 (150.00) ** 5624.44 ** (5362.81) 10.33 (10.33)

Refer Note 3(d) (–) 374.15 (385.83) 1591.70 (904.03) 1.00 (1.00) – (–) 4066.14 (3596.14) 1.00 (1.00)

– (–) 136.05 (37.19) 152.38 (40.04) 211.02 (207.40) – (–) 33.23 (30.00) 2935.85 (2935.85)

– (–) 2.96 (–) – (–) – (–) – (–) – (–) – (–)

– (–) – (–) – (–) – (–) – (–) – (–) – (–)

Purchases Goods and Materials Fixed Assets DEPB Certificate Sales Goods and Materials Fixed Assets Sale of Business Expenses Rent and other service charges Job work charges Agency Commission Remuneration Interest paid Professional Fees Directors’ Fees Other Reimbursements Income Rent and other service charges Interest received Other Receipts Deputation of staff Advertisement Reimbursements Other reimbursements Finance Loans and Advances given Investments made Outstandings Commitments given on behalf of Payable Receivable Agency/Property Deposits received Security Deposit paid Loans and Advances Property Deposit paid

* * includes Rs. 4308.79 lacs, interest free (Previous Year Rs. 4425.21 lacs) # includes Rs. 300 lacs, interest free (Previous Year Rs. 1888.50 lacs) (Previous Year figures are in brackets)

53

PGS 46 TO 61.pmd

53

5/26/2008, 3:20 PM

20.

(a)

(b)

(c)

As at 31.03.2008 (Rs.in lacs)

As at 31.03.2007 (Rs. in lacs)

For a period not later than one year

2758.67

1722.67

For a period later than one year and not later than five years

8867.91

2926.80

For a period later than five years

3404.21

328.40

For a period not later than one year For a period later than one year and not later than five years For a period later than five years

140.41 245.71 —

— — —

Premises given on operating lease: (i) Buildings: Gross carrying amount Depreciation for the year Accumulated Depreciation The value of portions of premises given on operating lease is not disclosed above since identification of value relatable to the portion is not possible.

244.74 8.55 37.29

244.74 8.53 28.74

47.11 95.68

79.10 138.01

—

2.88

Premises taken on operating lease: The total future minimum lease rentals payable at the Balance Sheet date is as under:

Machinery taken on operating lease: The total future minimum lease rentals payable at the Balance Sheet date is as under:

(ii)

The total future minimum lease rentals receivable at the Balance Sheet date is as under: For a period not later than one year For a period later than one year and not later than five years For a period later than five years

Year ended

Year ended

31st March, 2008

31st March, 2007

(Rs. in lacs)

(Rs. in lacs)

6612.17

20125.28

1.03 629.10

88.05 (1.30)

7242.30

20212.03

293.87

(9461.84)

7536.17

10750.19

10.00

10.00

21. Computation of Profit for Earnings per Share: Profit for the year after tax Add/(Less): Prior period adjustments (Net) Add/(Less): Excess/(Short) Provision for tax in respect of earlier years Profit including exceptional items Add/(Less): Exceptional items (net of taxes) Profit excluding exceptional items Nominal value per share in Rupees

54

PGS 46 TO 61.pmd

54

5/26/2008, 3:20 PM

As at 31st March, 2008 Licensed/ Registered 22

As at 31st March, 2007

* Installed

Licensed/ Registered

* Installed

Capacity and Production (Annual Capacity) (A)

Licensed and Installed Capacities: Wool Combing - Lac Kgs.

13.60

13.60

13.60

Wool Combing - Lac Kgs.

22.58

(b) 22.58

22.58

Wool Spinning - Spindles

1440

1440

1440

22700

22700

22700

22700

37704

(b) 37704

36888

(b) 36888

Synthetic Spinning - Spindles

13728

(a) 13728

13728

(a) 13728

Synthetic Spinning - Spindles

3840

3840

3840

3840

246

246

149

149

Weaving - No. of Looms

246

Weaving - No. of Looms

149

(b)

246 (b)

149

32

32

32

32

Not specified

37

Not specified

37

Looms for Plush Fabrics

19

Files & Rasps - Lac Nos.

NA #

(b)

19

19

444

NA #

(b)

19 420

H.S.S. Twist Drills - Lac Nos.

NA #

144

NA #

136

Tool bits - Lac Nos.

NA #

150

NA #

1.00

Bars & Rods - M.T.

NA #

7200

NA #

7200

*

As certified by the Management and being a technical matter, accepted by the Auditors as correct.

#

Delicensed & therefore Not Applicable.

(a)

Per Memorandum of Information filed with Secretariat for Industrial Approvals, Government of India.

(b)

Installed against Industrial Entrepreneurs Memorandum.

Unit

Year Ended 31st March, 2008

Year Ended 31st March, 2007

Actual Production Fabrics

Lac Mtrs.

318.71

301.47

Rugs, Blankets and Shawls

Lac Pcs.

2.17

0.13

Furnishing Fabrics

Lac Mtrs.

8.14

7.22

Denim Fabrics

Lac Mtrs.

—

106.84

Cotton Yarn

Lac Kgs.

—

51.05

Files and Rasps

Lac Nos.

508.66

479.60

H.S.S.Twist Drills

Lac Nos.

118.78

111.41

M.T.

6456.50

5714.90

Bars and Rods (HRS) $

5686.40 M.T. used for captive consumption; Previous year 5096.10 M.T.

55

PGS 46 TO 61.pmd

1440

Worsted Spinning - Spindles

Hosiery - No. of Machines

$

22.58

Worsted Spinning - Spindles

Weaving - No. of Looms

(B)

13.60 (b)

55

5/26/2008, 3:20 PM

56

PGS 46 TO 61.pmd

56

5/26/2008, 3:20 PM

Lac Nos. M.T. M.T.

H.S.S. Twist Drills

Bars & Rods $

File Steel —

2504.75

5714.90

111.41

479.60

1.69

5.33

3.24

106.84

7.22

0.20

Unit Lac Pcs. Lac Pcs. Lac Mtrs. Lac Mtrs. M.T.

Items

Garments Shawls Shirtings Fabrics Steel Others Total

3.79 0.83 7.56 4.71 2277

Quantity

Value 4372.97 518.97 1363.50 2486.76 1025.30 4025.90 13793.40

2007-2008

Details of Goods Traded in - Purchases during the year

3.24 0.07 5.33 1.69 1983

Value 3272.00 19.90 625.95 973.33 954.76 1713.96 7559.90

2006-07 Quantity

—

—

159.14

8.59

46.56

0.16

0.97

0.98

18.64

0.26

0.15

26.32

Quantity

Sundries include 19.49 lac mtrs. of denim fabric transferred on divestment of denim business.

11722.11

877.25

—

66.98

422.29

922.98

305.98

136.94

1407.57

—

51.71

81.85

7448.56

Value

9763.12

182.02

—

73.37

172.17

1205.24

37.73

89.34

990.19

1730.49

42.66

105.92

5133.99

Value

As at 1-4-2006

5686.40 MT used for Captive Consumption; Previous year 5096.10 MT

—

—

150.22

15.27

37.90

0.78

1.17

1.45

—

0.28

0.15

38.22

Quantity

As at 1-4-2007

Opening Stock

*

Samples, damages, losses, excess/shortage in inventories etc.

—

3158.57

6456.50

118.78

508.66

4.71

7.56

3.79

—

8.14

2.17

301.47

Quantity

Quantity

318.71

2006-2007

2007-2008

Production/Purchase

$

a)

Notes : Sundries include -

Total

Others

Lac Mtrs. Lac Nos.

Files and Rasps

Lac Mtrs.

Shirtings

Merchanting Fabrics

Lac Mtrs. Lac Pcs.

Lac Mtrs.

Furnishing Fabric

Garments

Lac Pcs./Mtrs.

Denim Fabric

Lac Mtrs.

Rugs, Blankets & Shawls

Unit

Fabrics

Class of Goods

C) Stocks and Turnover:

—

—

127.16

13.09

51.43

1.74

2.61

1.66

—

0.66

1.06

36.10

Quantity

13588.31

239.02

—

57.02

336.66

1104.25

1301.42

436.63

1834.86

—

125.85

653.47

7499.13

Value

As at 31-3-2008

—

—

150.22

15.27

37.90

0.78

1.17

1.45

—

0.28

0.15

38.22

Quantity

11722.11

877.25

—

66.98

422.29

922.98

305.98

136.94

1407.57

—

51.71

81.85

7448.56

Value

As at 31-3-2007

Closing Stock

Value

2050.34

1322.34

5078.55

—

1737.85

1331.99

—

3158.57

793.16

120.68

129734.61

4935.70

1945.10

347.01

2389.33

494.55 11946.39

3.26

5.87

4.13

—

8.24

1.87

319.45 96650.01

Quantity

2007-2008 Value

1514.12

288.47

539.85

729.78

3905.96

—

2504.75

611.19

104.94

126363.69

1633.16

1384.92

266.37

2023.11

488.25 12109.13

1.29

5.03

3.17

102.13 11184.60

7.10

0.30

287.97 90784.22

Quantity

2006-2007

Turnover (net of sales returns)

—

—

—

0.28

0.58

0.49

0.25

(0.55)

—

(0.48)

(0.61)

1.38

Quantity

2007-2008

—

—

16.53

(0.21)

0.01

(0.22)

0.10

(0.40)

23.35*

0.10

(0.10)

1.60

Quantity

2006-2007

Sundries

(Value Rs. in lacs)

23

Disclosures pursuant to Accounting Standard-15 “Employee Benefits” a. Effective 1st April 2007 the Company has adopted Accounting Standard 15 for Employee Benefits. Consequent to the adoption an amount of Rs. 1234.43 lacs (Net of deferred tax Rs.635.64 lacs) has been adjusted against General Reserve as at 1st April 2007, in accordance with the transitional provisions in the standard. (Rs. in lacs) Benefit Deferred Tax Adjusted against Reserve Leave Entitlement Pension

1136.88 733.19

386.43 249.21

750.45 483.98

Total

1870.07

635.64

1234.43

b.

The Company has recognised Rs.1394.04 Lacs in the Profit and Loss Account for the year ended 31st March 2008 under Defined Contribution Plans.

c.

Details of Defined Benefit Plan

1 (a) (b) (c) (d) (e)

Components of Employer Expense Current Service Cost Interest Cost Expected Return on Plan Assets Actuarial (Gain)/Loss Total expense/(gain) recognised in the Profit & Loss Account

2 (a) (b) (c)

Net Asset/(Liability) recognised in Balance Sheet as at 31st March, 2008 Present Value of Obligation as at 31st March, 2008 Fair Value of Plan Assets as at 31st March, 2008 (Asset)/Liability recognised in the Balance Sheet

3 (a) (b) (c) (d) (e) (f)

Change in Defined Benefit Obligation (DBO) during the year ended as on 31st March, 2008 Present Value of Obligation as at 31st March, 2007 Current Service Cost Interest Cost Actuarial (Gain)/Loss Benefits Paid Present Value of Obligation as at 31st March, 2008

4 (a) (b) (c) (d) (e) (f) 5

Changes in the Fair Value of Plan Assets Present Value of Plan Assets as at 31st March, 2007 Expected Return on Plan Assets Actuarial Gain/(Loss) Actual Company Contribution Benefits Paid Fair Value of Plan Assets as at 31st March, 2008 Actuarial Assumptions

(a) (b) (c)

Discount Rate (per annum) Expected Rate of Return on Assets (per annum) Salary Escalation Rate* * takes into account the inflation, seniority, promotions and other relevant factors

6 (a) (b) (c)

Percentage of each Category of Plan Assets to total Fair Value of: Government Securities Corporate Bonds Others

57

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Gratuity

(Rs. In Lacs) Pension

284.44 467.86 (426.66) 9.09 334.73

33.16 62.25 – (30.51) 64.90

6005.31 (6005.31) –

792.43 N.A. 792.43

5695.12 284.44 467.86 (78.99) (363.12) 6005.31

767.59 33.16 62.25 (24.17) (46.40) 792.43

5695.12 426.66 (88.08) 334.73 (363.12) 6005.31

N.A.

8.0% 7.5% 8.0%

8.0% N.A. 8.0%

54% 39% 7%

N.A.

24.

Year Ended 31st March, 2008 (Rs. in lacs) %

Year Ended 31st March, 2007 (Rs. in lacs) %

Imported

18644.50

54.22

12050.21

38.16

Indigenous

15740.89

45.78

19531.27

61.84

34385.39

100.00

31581.48

100.00

Material Consumption Imported and Indigenous materials consumed: (i)

(ii)

Raw Materials:

Stores and Spare Parts: Imported

1791.43

Indigenous 75.46 9116.30 25.

19.65

2450.25

24.54

7324.87

80.35

7534.54

100.00

9984.79

100.00

Information on Joint Ventures: i)

Jointly controlled entities. Sr. No.

Name of the Joint Venture

Country of Incorporation

Percentage of Ownership interest

1)

Raymond Zambaiti Private Limited

India

50%

2)

Raymond Fedora Private Limited

India

50%

3)

Raymond UCO Denim Private Limited

India

50%

4)

GAS Apparel Private Limited*

India

50%

5)

Rose Engineered Products India Private Limited*

India

50%

6)

Rayves Automotive Textile Company Private Limited*

India

50%

* Held through subsidiaries (Rs.in lacs) 2007-08 ii)

iii)

Contingent Liabilities in respect of Joint Ventures. a) Directly incurred by the Company

—

—

b)

Share of the Company in contingent liabilities which have been incurred jointly with other ventures

—

—

c)

Share of the Company in contingent liabilities incurred by jointly controlled entity (to the extent ascertainable)

2959.87

4602.16

d)

Share of other ventures in contingent liabilities incurred by jointly controlled entity.

—

—

—

—

Capital commitments in respect of Joint Ventures a)

Direct Capital commitments by the Company

b)

Share of the Company in capital commitments which have been incurred jointly with other ventures

c)

Refer Note 3(d)

Share of the Company in capital commitments of the jointly controlled entity.

58

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2006-07

58

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448.31

412.46

[Rs.in lacs) 2007-08 iv)

A)

26. 27.

2006-07

Interest in the assets, liabilities, income and expenses with respect to jointly controlled entities. Assets: a) Fixed Assets (Net Block): 49304.48 51988.26 Capital Work-in Progress 594.43 738.92 b) Investments 13.59 1373.22 c) Current Assets, Loans and Advances: Inventories 13143.17 12966.71 Sundry Debtors 8591.88 7717.67 Cash and Bank Balances 1723.29 934.61 Loans and Advances 2357.46 2178.51 Other Current Assets 1743.35 1587.63 B) Liabilities: 1) Loan Funds: Secured Loans 35420.58 33419.07 Unsecured Loans 6728.22 4451.96 2) Current Liabilities and Provisions: Liabilities 9036.49 8044.36 Provisions 1336.17 1578.15 3) Deferred Tax Liability (Net) 318.27 481.08 C) Income: a) Sales and Export Incentives 46350.76 27945.50 b) Other Income 666.95 867.36 D) Expenditure: a) Material Costs 19184.26 12203.58 b) Manufacturing Expenses and Inventory Variation 13749.06 8603.94 c) Employment Costs 8576.78 6161.91 d) Administrative, Selling and Other Expenses 6348.48 3390.40 e) Finance Charges 2490.12 1560.91 f) Depreciation 5365.33 3349.16 g) Provision for Taxation (176.51) (96.83) Previous year’s figures have been regrouped/recast wherever necessary. In view of the divestment of Denim business during the previous year, the figures of current year are not comparable with corresponding figures of previous year. Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these Accounts as Annexure I. Signatures to Schedules 1 to 16

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

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ANNEXURE I STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (annexed to and forming part of the Accounts for the year ended 31st March, 2008) I. RECOGNITION OF INCOME AND EXPENDITURE : (i) Revenues/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred. (ii) Sale of Goods is recognised on transfer of significant risks and rewards of ownership which is generally on the dispatch of goods. (iii) Export Incentives under the “Duty Entitlement Pass Book Scheme” and “Duty Draw Back Scheme” are accounted in the year of export. (iv) Compensation to employees under Voluntary Retirement Scheme (VRS) is written off in the year of payment. II. USE OF ESTIMATES : The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known/materialised. III. FIXED ASSETS : Fixed Assets (other than livestock) are stated at cost, less accumulated depreciation (other than ‘Freehold Land’ where no depreciation is charged). Livestock are stated at Book Value. IV. METHOD OF DEPRECIATION AND AMORTISATION : (i) Depreciation on Factory Buildings, Plant and Machinery, Electrical Installations and Equipment and Aircraft is provided on the Straight Line Method (S.L.M.) by writing off 95% of the cost of the assets over the ‘Specified Period’ of the assets in accordance with the provisions of Section 205(2)(b) of the Companies Act, 1956; (ii) Depreciation on other Fixed Assets (other than ‘Land’ and ‘Livestock’ where no depreciation is provided), is provided on the “Written Down Value Method” (W.D.V.) at the rates specified in Schedule XIV to the Companies Act, 1956 from time to time; (iii) Depreciation on all assets referred to in (i) above, acquired upto 31st March, 1987, is provided at the rates of depreciation prevalent at the time of acquisition of the assets, in pursuance of Circular No. 1 of 1986, (1.1/86-CL-V) dated 21st May, 1986, issued by the Company Law Board; (iv) Depreciation on additions to Fixed Assets after 1st April, 1987 is provided at the relevant rates of depreciation in respect of S.L.M. and W.D.V., as specified in Schedule XIV to the Companies Act, 1956 from time to time; (v) Depreciation on additions to assets or on sale/discardment of assets, is calculated pro rata from the month of such addition or upto the month of such sale/discardment, as the case may be; (vi) Cost of Technical Know-how capitalised is amortised over a period of six years thereof. (vii) Cost of Customised Software capitalised is amortised over a period of three years. (viii) Cost of Leasehold Land is amortised over the period of lease. V. INVESTMENTS : Investments are classified into Current and Long-term Investments. Current Investments are stated at lower of cost and fair value. Long-term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of Long-term Investments. VI. VALUATION OF INVENTORIES : Inventories of Raw Materials, Goods-in-Process, Stores and spares, Finished Goods and Merchanting Goods are stated ‘at cost or net realisable value, whichever is lower’. Goods-in-Transit are stated ‘at cost’. Cost comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. The excise duty in respect of closing inventory of finished goods is included as part of finished goods. Cost formulae used are ‘First-in-First-out’, ‘Average cost’ or ‘Specific identification’, as applicable. Due allowance is estimated and made for defective and obsolete items, wherever necessary, based on the past experience of the Company. VII. FOREIGN CURRENCY TRANSLATIONS : (i) All transactions in foreign currency, are recorded at the rates of exchange prevailing on the dates when the relevant transactions take place; (ii) Monetary items in the form of Loans, Current Assets and Current Liabilities in foreign currency, outstanding at the close of the year, are converted in Indian Currency at the appropriate rates of exchange prevailing on the date of the Balance Sheet. Resultant gain or loss is accounted during the year; (iii) In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between the forward rate and exchange rate at the inception of the contract is recognized as income or expense over the life of the contract. Further, the exchange differences arising on such contracts are recognised as income or expense along with the exchange differences on the underlying assets / liabilities. Further, in case of other contracts with committed exchange rates, the underlying is accounted at the rate so committed. Profit or loss on cancellations / renewals of forward contracts is recognised during the year. In case of option contracts, the losses are accounted on mark to market basis. VIII. RESEARCH AND DEVELOPMENT : Revenue expenditure, including overheads on Research and Development, is charged out as an expense through the natural heads of account in the year in which incurred. Expenditure which results in the creation of capital assets is taken as Fixed Assets and depreciation is provided on such assets as are depreciable.

60

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IX.

EMPLOYEE BENEFITS Defined Contribution Plans such as Provident Fund etc., are charged to the Profit & Loss Account as incurred. Defined Benefit Plans - The present value of the obligation under such plan, is determined based on an actuarial valuation using the Projected Unit Credit Method. Actuarial gains and losses arising on such valuation are recognised immediately in the Profit & Loss Account. In case of funded defined benefit plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. Further for certain employees, the monthly contribution for Provident Fund is made to a Trust administered by the Company. The interest payable by the Trust is notified by The Government. The Company has an obligation to make good the shortfall, if any. Other Long term Employee Benefits are recognised in the same manner as Defined Benefit Plans. Termination benefits are recognised as and when incurred. X. PROJECT DEVELOPMENT EXPENSES PENDING ADJUSTMENT : Expenditure incurred during developmental and preliminary stages of the Company’s new projects, are carried forward. However, if any project is abandoned, the expenditure relevant to such project is written off through the natural heads of expenses in the year in which it is so abandoned. XI. BORROWING COSTS : Interest and other borrowing costs attributable to qualifying assets are capitalised. Other interest and borrowing costs are charged to revenue. XII. GOVERNMENT GRANTS: Grants received against specific fixed assets are adjusted to the cost of the assets. Revenue Grants are recognised in the Profit and Loss Account in accordance with the related scheme and in the period in which these are accrued. XIII. EXPENDITURE DURING CONSTRUCTION AND ON NEW PROJECTS : In the case of new industrial units and substantial expansion of existing units, all pre-operating expenditure specifically for the project, incurred upto the date of installation, is capitalised and added pro rata to the cost of fixed assets. XIV. APPLICATION OF SECURITIES PREMIUM ACCOUNT : Share and Debenture Issue expenses and Premium payable on redemption of Debentures, are charged, first against available balance in Securities Premium Account. XV. TAXATION : Income-tax expense comprises current tax, fringe benefit tax (FBT) and deferred tax charge or credit. Provision for current tax is made on the basis of the assessable income at the tax rate applicable to the relevant assessment year. Provision for FBT is made on the basis of the fringe benefits provided / deemed to have been provided during the year at the rates and values applicable to the relevant assessment year. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognised, only if there is a virtual certainty of its realisation, supported by convincing evidence. Deferred tax assets on account of other timing differences are recognised only to the extent there is a reasonable certainty of its realisation. At each Balance Sheet date, the carrying amount of deferred tax assets are reviewed to reassure realisation. XVI. IMPAIRMENT OF ASSETS: The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. An impairment loss recognised in prior accounting periods is reversed if there has been change in the estimate of the recoverable amount. RESEARCH AND DEVELOPMENT EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008

(Rs. in lacs)

Materials Stores, spares and chemicals consumed

29.09

Personnel Wages, salaries, bonus, etc. Workmen and staff welfare expenses Contribution to Provident and other Funds

9.42 1.42 1.59 12.43

Other Expenditure Repairs and maintenance, conveyance, travelling, car expenses, etc. Miscellaneous expenses

1.65 0.56 2.21 2.23

Depreciation Total

45.96

This information is given pursuant to the recognition granted to the Company’s Research & Development Laboratory at Jekegram, Thane by the Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India, vide their letter No. TU/IV-RD/2505/2005 dated 24th May, 2005, which is valid upto 31st March, 2008.

61

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61

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CONSOLIDATED ACCOUNTS

62

PGS 62 to 78.pmd

62

5/26/2008, 10:28 AM

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF RAYMOND LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF RAYMOND LIMITED 1. We have examined the attached Consolidated Balance Sheet of Raymond Limited, its subsidiaries and its joint ventures as at 31st March, 2008, the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year then ended. 2. These consolidated financial statements are the responsibility of the management of Raymond Limited. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting frame work and are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. 3. We have audited the financial statements/consolidated financial statements of following Indian subsidiaries and Joint Ventures, whose total assets as at 31st March, 2008 and total revenues for the year then ended are as under: Rs. in lacs Name of the Companies Total Assets Total Revenues a . Indian Subsidiaries Everblue Apparel Limited 4759.11 574.21 Silver Spark Apparel Limited 8457.19 8807.49 Celebrations Apparel Limited 2580.98 896.90 JK Talabot Limited 2210.19 1246.16 Scissors Engineering Products Limited (consolidated financial statements) 7999.81 8779.59 b . Joint Ventures Raymond Fedora Private Limited 4494.68 3533.34 Raymond Zambaiti Private Limited 21539.62 10070.30 Raymond UCO Denim Private Limited (consolidated financial statements) 123700.19 77424.37 Rayves Automotive Textile Company Private Limited 80.91 — 4. We did not audit the financial statements/consolidated financial statements of following Indian subsidiaries and Indian associates. These financial statements have been audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors. The total assets as at 31st March, 2008 and total revenue for the year then ended, in respect of these subsidiaries and associates are as under: Rs. in lacs Name of the Companies Total Assets Total Revenues a . Indian Subsidiaries Raymond Apparel Limited (consolidated financial statements) 38754.28 50592.39 Pashmina Holdings Limited 1184.64 27.87 Hindustan Files Limited 1234.70 3274.35 b. Indian Associates J.K. Investo Trade (India) Limited (consolidated financial statements) 7907.96 12963.28 Radha Krshna Films Limited 110.88 — The Consolidated financial statements of Raymond Apparel Limited include the financial statements of Gas Apparel Private Limited, a Joint Venture, which are unaudited. 5. We also did not audit the financial statements of Raymond Europe S.r.L., a subsidiary of Raymond Limited. The financial statements of the said subsidiary for the period ended 31st March, 2008, were compiled by the management and were not audited. The total assets as at 31st March, 2008 are Rs.228.52 lacs and total revenue for the period ended 31st March, 2008 are Rs.360.20 lacs. The size of the said subsidiary, in the consolidated position, is not significant in relative terms. 6. We also did not audit the financial statements of other Foreign subsidiaries and the Foreign associate. These financial statements have been audited as at 31st December, 2007 by other auditors, whose reports have been furnished to us. However, since these financial statements, which were compiled by the management of these companies, for the financial year ended 31st March, 2008, were not audited, any adjustments to their balances, could have consequential effect on the attached consolidated financial statements. However, the size of these subsidiaries and the associate, in the consolidated position, is not significant in relative terms. The total assets as at 31st March, 2008 and total revenue for the year then ended, in respect of these Foreign subsidiaries and the Foreign associate are as under: Name of the Companies a . Foreign Subsidiaries Jaykayorg AG J.K. (England) Limited Regency Texteis Portuguesa, Limitada b. Foreign Associate P.T. Jaykay Files Indonesia

Total Assets

Rs. in lacs Total Revenues

2688.77 267.70 2988.03

537.22 302.15 4400.14

1933.93

2856.51

7. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21 – ‘Consolidated Financial Statements’, Accounting Standard (AS) 23 – ‘Accounting for Investments in Associates in Consolidated Financial Statements’ and Accounting Standard (AS) 27 – ‘Financial Reporting of Interests in Joint Ventures’, and on the basis of the separate audited/certified financial statements of Raymond Limited, its subsidiaries, its joint ventures and its associates. 8. On the basis of the information and explanations given to us, we are of the opinion that, except for the consequential effect, if any, on account of possible adjustments stated in Para 4, 5 and 6 above relating to unaudited financial statements and read with Note No. 10 and 11 in Schedule 16 relating to goodwill arising on consolidation, loans and other receivables from joint ventures, whose networths have eroded / substantially eroded and read together with the other notes thereon: (a) the Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of Raymond Limited, its subsidiaries and its joint ventures as at 31st March, 2008; (b) the Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of Raymond Limited, its subsidiaries and its joint ventures for the year then ended, and (c) the Consolidated Cash Flow Statement gives a true and fair view of the consolidated cash flows of Raymond Limited, its subsidiaries and its joint ventures for the year ended on that date. For and on behalf of DALAL & SHAH Chartered Accountants Ashish Dalal Partner Membership No. 33596

th

Mumbai: 29 April, 2008

63

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63

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2008 Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2008

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

6138.08 2086.95 144043.50 (25980.09)

— — (7525.14) 25980.09

6138.08 2086.95 136518.36 —

6138.08 — 136846.67 (25402.47)

— — 517.14 25402.47

6138.08 — 137363.81 —

126288.44

18454.95

144743.39

117582.28

25919.61

143501.89

72387.67 38951.93

35420.58 6728.22

107808.25 45680.15

71290.84 22850.57

33425.49 4451.97

104716.33 27302.54

111339.60 6118.18

42148.80 318.27

153488.40 6436.45

94141.41 6189.01

37877.46 481.08

132018.87 6670.09

Schedule No.

SOURCES OF FUNDS: Shareholders’ Funds: Share Capital Share Warrrants Reserves and Surplus Joint Ventures Control Account Loan Funds: Secured Loans Unsecured Loans

1 1A 2

3

Deferred Tax Liability (Net) (Refer Note No. 7) Minority Interest TOTAL APPLICATION OF FUNDS: Fixed Assets: Gross Block Less: Depreciation

651.18

—

651.18

604.60

—

604.60

244397.40

60922.02

305319.42

218517.30

64278.15

282795.45

171603.04 74855.03

76119.05 28908.15

247722.09 103763.18

155687.07 64930.58

72602.14 21629.73

228289.21 86560.31

96748.01 — 3085.73

47210.90 4083.39 594.43

143958.91 4083.39 3680.16

90756.49 — 10370.61

50972.41 4575.43 738.92

141728.90 4575.43 11109.53

99833.74 63690.14

43721.94 13.59

143555.68 63703.73

101127.10 56707.08

47135.90 1373.22

148263.00 58080.30

53505.53 37821.63 4069.67 6592.50 26215.44

13143.19 8591.89 1723.29 1743.35 2273.21

66648.72 46413.52 5792.96 8335.85 28488.65

44154.26 33530.63 4741.14 3617.35 20504.17

12966.73 7717.66 934.60 1587.62 2126.77

57120.99 41248.29 5675.74 5204.97 22630.94

128204.77

27474.93

155679.70

106547.55

25333.38

131880.93

39044.60 8286.65

9036.50 1251.94

48081.10 9538.59

37228.92 8635.51

8040.36 1523.99

45269.28 10159.50 55428.78

4

Net Block Less: Unrealised Profit Capital work-in-progress Investments Current Assets, Loans and Advances: Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances Less: Current Liabilities and Provisions: Current Liabilities Provisions

5 6

7

47331.25

10288.44

57619.69

45864.43

9564.35

Net Current Assets

80873.52

17186.49

98060.01

60683.12

15769.03

76452.15

TOTAL

244397.40

60922.02

305319.42

218517.30

64278.15

282795.45

Notes forming part of the Accounts

16

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

64

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008

INCOME Sales, Services and Export Incentives Other Income EXPENDITURE Material Costs Manufacturing and Operating Costs (Increase)/Decrease in finished and process stock Employment Costs Administrative, Selling and General expenses Finance Charges Depreciation and Amortisation

Schedule No.

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total Year ended 31.03.2008

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total Year ended 31.03.2007

8 9

193264.49 14499.40

46350.76 (14.54)

239615.25 14484.86

176122.16 9643.21

27945.50 697.22

204067.66 10340.43

207763.89

46336.22

254100.11

185765.37

28642.72

214408.09

67538.19 35840.62 (8737.80) 33081.17 49413.57 7199.99 10935.08

19748.87 13775.64 (591.19) 8574.02 5675.80 2490.12 5951.02

87287.06 49616.26 (9328.99) 41655.19 55089.37 9690.11 16886.10

54274.52 34570.71 (2784.64) 30532.99 38258.13 5353.64 8554.20

12203.58 8603.94 (3539.42) 6161.91 3220.26 1560.92 4019.77

66478.10 43174.65 (6324.06) 36694.90 41478.39 6914.56 12573.97

195270.82

55624.28

250895.10

168759.55

32230.96

200990.51

— —

— —

— —

(3468.26) (116.29)

1734.13 (226.46)

(1734.13) (342.75)

10 11 12 13 14 15

Less: Stock transfer on divestment of business Less: Trial Run Expenditure capitalised

195270.82

55624.28

250895.10

165175.00

33738.63

198913.63

PROFIT FOR THE YEAR BEFORE EXCEPTIONAL ITEMS Add/(Less): EXCEPTIONAL ITEMS (Refer Note 6)

12493.07 (447.96)

(9288.06) 1179.96

3205.01 732.00

20590.37 3871.93

(5095.91) —

15494.46 3871.93

PROFIT FOR THE YEAR BEFORE TAX Provision for Income Tax : — Current Tax — Deferred Tax — Fringe Benefits Tax Provision for Wealth Tax

12045.11

(8108.10)

3937.01

24462.30

(5095.91)

19366.39

1937.43 564.80 484.99 63.36

20.72 (221.66) 22.02 2.41

1958.15 343.14 507.01 65.77

6040.21 (831.56) 349.12 29.16

14.20 (127.63) 14.20 2.40

6054.41 (959.19) 363.32 31.56

PROFIT FOR THE YEAR AFTER TAX Add/(Less): Share of profit in Associate Companies Minority Interest Pre-acquisition Loss/(Profit)

8994.53 461.79 (81.92) — 9374.40 (15.47) 620.62 27512.96 37492.51

(7931.59) — — — (7931.59) (7.73) 115.13 (5121.61) (12945.80)

1062.94 461.79 (81.92) — 1442.81 (23.20) 735.75 22391.35 24546.71

18875.37 280.72 (84.73) (173.24) 18898.12 83.72 15.90 17836.56 36834.30

(4999.08) — — — (4999.08) 0.12 (0.07) (122.00) (5121.03)

13876.29 280.72 (84.73) (173.24) 13899.04 83.84 15.83 17714.56 31713.27

— 0.18 661.22 410.80 1534.52 260.79 50.99 2918.50 34574.01

— 1.71 — — — — — 1.71 (12947.51)

— 1.89 661.22 410.80 1534.52 260.79 50.99 2920.21 21626.50

1450.00 – 4000.00 268.25 3069.04 521.58 12.47 9321.34 27512.96

— 0.58 — — — — — 0.58 (5121.61)

1450.00 0.58 4000.00 268.25 3069.04 521.58 12.47 9321.92 22391.35

Add/(Less): Prior period adjustments (net)(Refer Note 5) Excess/(Short) provision for tax Balance brought forward BALANCE AVAILABLE FOR APPROPRIATION APPROPRIATION: Debenture Redemption Reserve Legal Reserve General Reserve Share of Retained Earnings in Associate Companies Proposed dividend Tax on proposed dividend Share of tax on dividend of Associates Balance carried to Balance Sheet Weighted average number of Equity Shares outstanding during the year Basic and diluted earnings per share including exceptional items (in Rs.) Basic and diluted earnings per share excluding exceptional items (net of tax) (in Rs.) Notes forming part of the Accounts

6,13,80,853

6,13,80,853

3.43

22.78

1.99

14.38

16

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

65

PGS 62 to 78.pmd

65

5/26/2008, 10:28 AM

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008 Year Ended 31st March, 2008 (Rs. in lacs) A.

Cash Flow arising from Operating Activities: Net Profit before Tax and Exceptional Items as per Profit and Loss Account Add/(Deduct): a) Bad debts and Provision for Doubtful Debts, Advances and claims b) Investment Grant c) Provision for Diminution in value of Investments d) Depreciation and Amortisation Charge e) Finance Charges and (Gain)/Loss on variation in Foreign Exchange rates f) Loss on Sale of Assets g) Interest Income h) Dividend Income i) Provision no longer required j) Surplus on sale of Investments

Year Ended 31st March, 2007 (Rs. in lacs) 3205.01

202.42 (4.73) 43.72 16886.10 11918.17 543.50 (3672.28) (1323.52) (239.41) (4586.68)

15494.46 93.65 (3.45) 140.28 12573.97 5680.29 246.45 (1897.54) (1242.17) (658.00) (3725.58)

19767.29 Operating Cash Profit before Working Capital Changes Add/(Deduct): a) Increase/(Decrease) in Trade Payable b) (Increase)/Decrease in Trade and Other Receivables c) (Increase)/Decrease in Inventories

1023.68 (10560.68) (9527.73)

26702.37 13762.28 (17476.34) (12643.92)

(19064.73)

(16357.98)

3907.57

10344.39

3976.03

5727.93

Cash Inflow before Prior Period Adjustments Deduct: Prior Period adjustments

(68.46) (23.20)

4616.46 74.56

Net Cash Inflow in the course of Operating Activities Deduct: Voluntary Retirement Compensation ( Exceptional Item )

(91.66) 456.36

4691.02 693.96

(548.02)

3997.06

Cash Inflow from Operations Deduct: Direct Taxes paid ( Net )

Net Cash Inflow in the course of Operating Activities after Exceptional Items B.

11207.91

22972.30

Cash Flow arising from Investing Activities: Inflow: a) Sale of Fixed Assets b) Dividend & Interest Received c) (Increase)/Decrease in loan to Companies d) Sale of Investments

1602.77 4848.76 549.93 2179.54

31585.68 3851.75 (3664.39) 8302.62 9181.00

Outflow: a) Acquisition of Fixed Assets b) Acquisition of Minority Interest c) Investment in Debentures of a Joint Venture

14297.51 35.34 2850.00

Net Cash (Outflow) in the course of Investing Activities C.

Cash Flow arising from Financing Activities: Inflow: a) Proceeds from Term Loans (Net) b) Proceeds from other borrowings (Net) c) Issue of Share Warrants d) Proceeds from Debentures (Net)

11217.23 15853.95 2086.95 1425.00

Outflow: a) Repayment of other Borrowings (Net) b) Finance Charges (Net) c) Dividend paid d) Redemption of Debentures e) Tax on dividend

— 13625.84 3069.04 5800.00 521.58

Net Cash Inflow in the course of Financing Activities D.

Change in Currency Fluctuation Reserve arising on consolidation Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C+D) Add: Balance at the beginning of the year Cash/Cash Equivalents at the close of the year

40075.66 69053.54 2885.08 —

17182.85

71938.62

(8001.84)

(31861.96)

30583.13

15289.21 24363.34 — 700.00 — 9120.41 3055.89 — 445.14

21973.30

12621.44

8609.83

27731.11

57.26

62.38

117.22 5675.74 5792.96

(71.41) 5747.15 5675.74

As per our Report of even date For and on behalf of DALAL & SHAH Chartered Accountants

H. SUNDER President – Finance

GAUTAM HARI SINGHANIA Chairman and Managing Director

ASHISH DALAL Partner

R. NARAYANAN Director – Legal & Company Secretary

P. K. BHANDARI Director

Mumbai, 29th April, 2008

Mumbai, 29th April, 2008

66

PGS 62 to 78.pmd

66

40352.55

5/26/2008, 10:28 AM

SCHEDULES ‘1’ TO ‘16’ FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2008 Total as at 31.03.2008 (Rs. in lacs)

Total as at 31.03.2007 (Rs. in lacs)

10000.00

10000.00

10000.00

10000.00

Issued and Subscribed : 6,13,80,853 Equity Shares of Rs. 10 each, fully paid-up

6138.08

6138.08

Per Balance Sheet

6138.08

6138.08

SCHEDULE 1A – SHARE WARRANTS Issued and Subscribed : 61,38,085 Warrants of Rs. 34/- each (Refer Note 17)

2086.95

—

Per Balance Sheet

2086.95

—

SCHEDULE 1 – SHARE CAPITAL Authorised: 10,00,00,000 Equity Shares of Rs. 10 each

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

—

25.77

25.77

—

25.77

25.77

8.04 0.18

0.58 1.71

8.62 1.89

8.04 —

— 0.58

8.04 0.58

8.22

2.29

10.51

8.04

0.58

8.62

14778.55 —

4358.53 —

19137.08 —

14778.55 —

— 4358.53

14778.55 4358.53

14778.55

4358.53

19137.08

14778.55

4358.53

19137.08

1521.51

—

1521.51

1521.51

—

1521.51

1521.51

—

1521.51

1521.51

—

1521.51

1450.00 —

— —

1450.00 —

1275.00 1450.00

— —

1275.00 1450.00

1450.00 (1450.00)

— —

1450.00 (1450.00)

2725.00 (1275.00)

— —

2725.00 (1275.00)

—

—

—

1450.00

—

1450.00

88632.66 1450.00 (1225.38) 661.22

— — — —

88632.66 1450.00 (1225.38) 661.22

83389.86 1275.00 (32.20) 4000.00

— — — —

83389.86 1275.00 (32.20) 4000.00

89518.50

—

89518.50

88632.66

—

88632.66

— — —

1335.27 45.60 (26.47)

1335.27 45.60 (26.47)

— — —

— 1374.63 (39.36)

— 1374.63 (39.36)

—

1354.40

1354.40

—

1335.27

1335.27

— — —

18.51 — (4.73)

18.51 — (4.73)

— — —

— 21.96 (3.45)

— 21.96 (3.45)

SCHEDULE 2 – RESERVES AND SURPLUS (a) Capital Reserve: (b) Legal Reserve: Balance as per last account Add: Transfer from Profit and Loss Account (c) Securities Premium Account: Balance as per last account Addition during the Year (d) Capital Redemption Reserve: Balance as per last account (e) Debenture Redemption Reserve: Balance as per last account Add: Transfer from Profit and Loss Account Less: Transfer to General Reserve (f)

General Reserve: Balance as per last account Add: 1) Transfer from Debenture Redemption Reserve 2) Transitonal liability as per AS 15 (Refer Note 9) 3) Transfer from Profit and Loss Account

(g) Revaluation Reserve: Balance as per last account Additions During the year Less: Transfer to Profit & Loss Account (h)

(i)

(j) (k)

Investments Grants: Balance as per last account Additions During the year Less: Transfer to Profit & Loss Account

—

13.78

13.78

—

18.51

18.51

557.58 289.75

(99.91) (232.49)

457.67 57.26

573.96 (16.38)

— —

573.96 (16.38)

847.33 2795.38

(332.40) —

514.93 2795.38

557.58 2385.37

(99.91) —

457.67 2385.37

Profit and Loss Account:

34574.01

(12947.51)

21626.50

27512.96

(5121.61)

22391.35

Total Reserves and Surplus – Per Balance Sheet

144043.50

(7525.14)

136518.36

136846.67

517.14

137363.81

Currency Fluctuation Reserve – on Consolidation: Opening balance Add/(Less): During the year Share of Retained Earnings in Associates (Movement During the year refer Note 14)

67

PGS 62 to 78.pmd

67

5/26/2008, 10:28 AM

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

—

—

—

5800.00

—

5800.00

50259.10

26116.92

36.71

–

76376.02

41012.15

26505.95

67518.10

36.71

79.21

6.42

50295.81

85.63

26116.92

76412.73

41091.36

26512.37

67603.73

18488.21

9303.66

27791.87

23589.74

6913.12

30502.86

29.86

–

29.86

27.63

—

27.63

18518.07

9303.66

27821.73

23617.37

6913.12

30530.49 780.13

SCHEDULE 3 – LOAN FUNDS (a) Secured Loans: Debentures: 58 Privately Placed Non-Convertible Debentures of Rs. 1,00,00,000 each with daily put/call option (interest linked with MIBOR) which have been since redeemed Term Loans: Term Loans from Banks Interest accrued thereon

Working capital loans from banks Interest accrued thereon

Buyer’s Credit Loan

3573.79

—

3573.79

780.13

—

Hire purchase loans

—

—

—

1.98

—

1.98

72387.67

35420.58

107808.25

71290.84

33425.49

104716.33

Total – Secured Loans (b) Unsecured Loans: Debentures Foreign Currency Loans from Banks From Joint Venture Partners (Long Term) Short Term Borrowings from Banks

—

1425.00

1425.00

—

—

—

31324.17

—

31324.17

21566.44

—

21566.44

—

5303.22

5303.22

—

4123.87

4123.87

6499.64

—

6499.64

4.03

—

4.03

6499.64

—

6499.64

4.03

—

4.03

1128.12

—

1128.12

1280.10

—

1280.10

—

—

—

—

328.10

328.10

1128.12

—

1128.12

1280.10

328.10

1608.20

Other Borrowings: Sales Tax Deferment Loan Others

Total – Unsecured Loans

38951.93

6728.22

45680.15

22850.57

4451.97

27302.54

Total Loan Funds – Per Balance Sheet

111339.60

42148.80

153488.40

94141.41

37877.46

132018.87

797.85

8622.08

9419.93

897.58

9142.65

10040.23

3994.69 611.23

844.08 1743.35

4838.77 2354.58

3839.92 554.83

735.43 1731.15

4575.35 2285.98

15882.46

9760.92

25643.38

15729.02

10210.59

25939.61

2155.64

343.65

2499.29

1439.85

66.30

1506.15

53238.18

25135.00

78373.18

54636.52

28313.80

82950.32

3568.82

436.84

4005.66

2494.29

338.87

2833.16

12.71

—

12.71

15.78

—

15.78

Vehicles

1042.25

118.70

1160.95

977.44

125.02

1102.46

Boats and Water Equipments

6051.85

—

6051.85

216.74

—

216.74

Aircraft

8516.27

—

8516.27

9068.87

—

9068.87

SCHEDULE 4 – FIXED ASSETS (NET BLOCK) A.

Assets: Goodwill on Consolidation Land Freehold Leasehold Buildings Improvements to Leasehold Premises Plant and Machinery, Electrical Installations and Equipments Furniture, Fixtures and Office Equipments Livestock (at book value)

Intangible Assets : Software Leasing and other similar rights Technical Knowhow Per Balance Sheet Less : Unrealised Profit

B.

Capital work-in-progress:

874.60

4.83

879.43

863.67

8.28

871.95

—

201.45

201.45

—

300.32

300.32

1.46

—

1.46

21.98

—

21.98

96748.01

47210.90

143958.91

90756.49

50972.41

141728.90

—

4083.39

4083.39

—

4575.43

4575.43

96748.01

43127.51

139875.52

90756.49

46396.98

137153.47

3085.73

594.43

3680.16

10370.61

738.92

11109.53

68

PGS 62 to 78.pmd

68

5/26/2008, 10:28 AM

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

0.07

0.10

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

0.10

0.20

SCHEDULE 5 – INVESTMENTS (AT COST/BOOK VALUE) (fully paid up unless otherwise specified) I.

LONG TERM INVESTMENTS: A.

Investments in Government Securities

B.

Non-Trade Investments Shares (Unquoted)

D.

889.24

—

889.24

829.76

—

829.76

—

(337.80)

(302.79)

—

(302.79)

551.44

—

551.44

526.97

—

526.97

Shares (Quoted)

2740.82

—

2740.82

2343.27

—

2343.27

Bonds (Quoted)

2974.96

—

2974.96

2974.96

—

2974.96

5715.78

—

5715.78

5318.23

—

5318.23

2892.19

—

2892.19

42.19

—

42.19

—

—

—

—

—

—

2892.19

—

2892.19

42.19

—

42.19

9707.52

—

9707.52

16158.00

366.38

16524.38

2932.94

—

2932.94

2482.94

—

2482.94

Non-Trade Investments

Non-Trade Investments Unquoted Debentures Less: Provision for diminution in vale of Investments

E.

Mutual Fund (Unquoted) Investment in mutual fund-FMP (Growth)

F.

Venture Capital Funds Investments in ventures Capital Fund (Includes units of Rs. 500 lacs, Rs. 450 lacs paid up)

G.

Others

Total – Long Term Investments II.

8814.64

—

8814.64

9043.14

—

9043.14

30614.58

0.10

30614.68

33571.57

366.48

33938.05

10011.02

CURRENT INVESTMENTS: A.

Dividend Option Units

21872.23

13.49

21885.72

9083.27

927.75

B.

Growth Option Units

1595.79

—

1595.79

1235.68

78.99

1314.67

C.

Fixed Maturity Plan Units

5000.00

—

5000.00

7000.00

—

7000.00

D.

Equity Shares (Quoted)

4828.15

—

4828.15

6093.49

—

6093.49

E.

Mutual Funds (Quoted)

63.47

—

63.47

—

—

—

33359.64

13.49

33373.13

23412.44

1006.74

24419.18

Less: Provision for diminution in value of Current Investments

III.

0.10

(337.80)

Less: Provision for diminution in value of Investments

C.

0.17

(320.65)

—

(320.65)

(276.93)

—

(276.93)

Total – Current Investments

33038.99

13.49

33052.48

23135.51

1006.74

24142.25

Total – Investments

63653.57

13.59

63667.16

56707.08

1373.22

58080.30

36.57

—

36.57

—

—

—

36.57

—

36.57

—

—

—

63690.14

13.59

63703.73

56707.08

1373.22

58080.30

APPLICATION MONEY PENDING ALLOTMENT: Equity Application Money

Per Balance Sheet Book Value Aggregate of Quoted Investments

10290.19

—

10290.19

11134.79

—

11134.79

Aggregate of Unquoted Investments

53363.38

13.59

53376.97

45572.29

1373.22

46945.51

63653.57

13.59

63667.16

56707.08

1373.22

58080.30

15025.36

—

15025.36

15011.88

—

15011.88

Market Value Aggregate of Quoted Investments

69

PGS 62 to 78.pmd

69

5/26/2008, 10:28 AM

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

85.70 2320.78

— 1289.19

85.70 3609.97

84.75 2024.18

— 1244.26

84.75 3268.44

9675.36 14231.90 24286.49 79.07 2826.23

2987.35 2318.95 6435.11 42.58 70.01

12662.71 16550.85 30721.60 121.65 2896.24

10123.94 10605.47 19227.93 60.10 2027.89

3364.04 2133.68 6059.11 — 165.64

13487.98 12739.15 25287.04 60.10 2193.53

53505.53

13143.19

66648.72

44154.26

12966.73

57120.99

231.09

—

231.09

158.31

2.10

160.41

SCHEDULE 6 – CURRENT ASSETS, LOANS AND ADVANCES (a) Inventories: (As verified, valued and certified by the Management) (i) Loose Tools (ii) Stores and Spare Parts (iii) Stock-in-Trade: Raw Materials Goods-in-Process Finished Goods (including Merchanting Goods) (iv) Accumulated cost on conversion contracts (v) Goods-in-Transit

(b) Sundry Debtors: (i) Debts outstanding for a period exceeding six months (Refer Note 3) Secured (considered good) Unsecured – Considered good

Considered doubtful Less: Provision (ii)

Other Debts: Secured (considered good) Unsecured – Considered good

(c) Cash and Bank Balances: (i) Cash on hand (including cheques on hand) (ii) Balances with Banks In Current Accounts (including remittances-in-transit) In Deposit Accounts (d) Other Current Assets: (i) Export Incentives, etc. receivable (ii) Dividend, Interest Subsidy and Interest receivable [including interest accrued on Investments Rs. 538.12 lacs (Previous year Rs. 391.08 lacs)] (iii) MAT Credit Receivable (iv) Claims and Other receivables (e) Loans and Advances (Unsecured, considered good, unless otherwise specified): Loans and Advances to companies and others: Considered good Considered doubtful Less: Provision Advance Tax (Net of provision for tax) Advances recoverable in cash or in kind or for value to be received: Considered good Considered doubtful Less: Provision Balances with – Customs, Excise, etc. Others

Per Balance Sheet

1853.15

124.13

1977.28

1906.00

78.76

1984.76

2084.24 391.92 (391.92)

124.13 382.38 (306.54)

2208.37 774.30 (698.46)

2064.31 387.90 (387.90)

80.86 196.49 (180.64)

2145.17 584.39 (568.54)

—

75.84

75.84

—

15.85

15.85

3350.85

1280.96

4631.81

2737.99

3.47

2741.46

32386.54

7110.96

39497.50

28728.33

7617.48

36345.81

35737.39

8391.92

44129.31

31466.32

7620.95

39087.27

37821.63

8591.89

46413.52

33530.63

7717.66

41248.29

392.14

207.10

599.24

1290.81

334.54

1625.35

2886.19 791.34

482.48 1033.71

3368.67 1825.05

2237.38 1212.95

300.34 299.72

2537.72 1512.67

4069.67

1723.29

5792.96

4741.14

934.60

5675.74

656.74

391.95

1048.69

542.38

261.91

804.29

4432.60 642.08 861.08

873.82 — 477.58

5306.42 642.08 1338.66

2094.97 — 980.00

689.51 — 636.20

2784.48 — 1616.20

6592.50

1743.35

8335.85

3617.35

1587.62

5204.97

4544.32 32.00 (32.00)

— — —

4544.32 32.00 (32.00)

3716.16 32.00 (32.00)

278.23 — —

3994.39 32.00 (32.00)

4544.32 1149.04

— 32.44

4544.32 1181.48

3716.16 —

278.23 —

3994.39 —

8869.16 30.63 (30.63)

1652.07 — —

10521.23 30.63 (30.63)

8190.01 13.15 (13.15)

1510.99 — —

9701.00 13.15 (13.15)

8869.16

1652.07

10521.23

8190.01

1510.99

9701.00

492.90 11160.02

161.38 427.32

654.28 11587.34

479.91 8118.09

1.25 336.30

481.16 8454.39

11652.92 26215.44

588.70 2273.21

12241.62 28488.65

8598.00 20504.17

337.55 2126.77

8935.55 22630.94

128204.77

27474.93

155679.70

106547.55

25333.38

131880.93

70

PGS 62 to 78.pmd

70

5/26/2008, 10:28 AM

SCHEDULE 7 – CURRENT LIABILITIES AND PROVISIONS (a) Current Liabilities: Acceptances Sundry Creditors Advances against Sales Deposits from Dealers and Agents Overdrawn Bank Balances Other Liabilities Interest accrued but not due (b) Provisions: For Proposed Dividend For Tax on Proposed Dividend For Taxation (Net of Advance Tax) For Employee Benefits For Excise Duties Others Per Balance Sheet SCHEDULE 8 – SALES, SERVICES AND EXPORT INCENTIVES (1) Gross Turnover (Net of usual trade discounts, allowances, etc.): (a) Manufactured Goods (inclusive of sale of semi-finished goods) (b) Merchanting Goods

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

506.54 26251.91 678.86 6350.61 1641.49 3007.61 607.58

— 6807.90 290.66 1.15 17.07 1424.55 495.17

506.54 33059.81 969.52 6351.76 1658.56 4432.16 1102.75

338.97 24477.30 898.65 5863.64 2327.61 3135.74 187.01

— 7143.83 47.52 20.32 121.82 505.05 201.82

338.97 31621.13 946.17 5883.96 2449.43 3640.79 388.83

39044.60

9036.50

1534.52 260.79 — 6290.46 197.29 3.59

— — — 896.18 55.91 299.85

48081.10

37228.92

8040.36

45269.28

1534.52 260.79 — 7186.64 253.20 303.44

3069.04 521.58 268.70 3680.67 223.02 872.50

— — 88.59 803.28 51.09 581.03

3069.04 521.58 357.29 4483.95 274.11 1453.53

8286.65

1251.94

9538.59

8635.51

1523.99

10159.50

47331.25

10288.44

57619.69

45864.43

9564.35

55428.78

176121.36 19303.96

44605.65 830.32

220727.01 20134.28

167859.26 11096.00

27357.44 65.21

195216.70 11161.21

195425.32

45435.97

240861.29

178955.26

27422.65

206377.91

Less: Excise Duties Sales Returns Other discounts and allowances

2601.60 406.32 3675.20

674.83 232.73 142.77

3276.43 639.05 3817.97

2316.24 690.13 3638.61

362.16 188.73 117.51

2678.40 878.86 3756.12

6683.12

1050.33

7733.45

6644.98

668.40

7313.38

Net Turnover Commission Income from Air Taxi Operations Gross Income from Services Income from Job work Conducting Fees Export Incentives, etc.

188742.20 120.04 1169.37 330.41 1034.18 547.63 1320.66

44385.64 — — — 1016.40 – 948.72

233127.84 120.04 1169.37 330.41 2050.58 547.63 2269.38

172310.28 75.52 894.33 298.72 1092.12 291.94 1159.25

26754.25 — — 827.25 — — 364.00

199064.53 75.52 894.33 1125.97 1092.12 291.94 1523.25

Per Profit and Loss Account

193264.49

46350.76

239615.25

176122.16

27945.50

204067.66

SCHEDULE 9 – OTHER INCOME Dividends: From Non-Trade Investments: — Current Investments — Long Term Investments

1262.36 32.51

28.65 —

1291.01 32.51

1198.06 38.70

5.41 —

1203.47 38.70

1294.87

28.65

1323.52

1236.76

5.41

1242.17

624.86 2902.82

0.01 144.59

624.87 3047.41

473.70 1399.67

21.86 2.31

495.56 1401.98

(2) (3) (4) (5) (6) (7)

Interest Income: — On Investments — Others

3527.68

144.60

3672.28

1873.37

24.17

1897.54

(1348.18) 3570.84

(879.88) 363.88

(2228.06) 3934.72

953.37 (643.87)

280.90 46.86

1234.27 (597.01)

2222.66 4027.34 553.40 118.37 14.78 224.63 747.49 1768.18

(516.00) 5.94 — — — — — 322.27

1706.66 4033.28 553.40 118.37 14.78 224.63 747.49 2090.45

309.50 3529.05 121.01 101.92 19.13 638.87 456.10 1357.50

327.76 75.52 — — — — — 264.36

637.26 3604.57 121.01 101.92 19.13 638.87 456.10 1621.86

14499.40

(14.54)

14484.86

9643.21

697.22

10340.43

10123.94 — 51789.96

3364.04 — 18667.42

13487.98 — 70457.38

11276.23 — 47712.04

143.31 3392.83 11740.55

11419.54 3392.83 59452.59

61913.90 — 1115.34

22031.46 — 273.68

83945.36 — 1389.02

58988.27 2949.17 1557.46

15276.69 — 12.21

74264.96 2949.17 1569.67

60798.56 9675.36

21757.78 2987.35

82556.34 12662.71

54481.64 10123.94

15264.48 3364.04

69746.12 13487.98

(2) Purchases of Merchanting Goods

51123.20 16414.99

18770.43 978.44

69893.63 17393.43

44357.70 9916.82

11900.44 303.14

56258.14 10219.96

Per Profit and Loss Account

67538.19

19748.87

87287.06

54274.52

12203.58

66478.10

Gain on variation in Foreign Exchange rates (Net): — On Loans — On Others Profit on sale of Current Investments (Net) Profit on sale of Long-term Investments (Net) Rent and Compensation Credit Balances appropriated (Net) Excess provisions written back (Net) Sales Tax and Excise duty Refunds Miscellaneous Income Per Profit and Loss Account SCHEDULE 10 – MATERIAL COSTS (1) Raw Materials consumed : Opening Stock Add: Arising on acquisition of business Add: Purchases (Includes Purchase of Semi Finished Goods) Less: Transfer on divestment of business Less: Sales Less:

Closing Stock

71

PGS 62 to 78.pmd

71

5/26/2008, 10:28 AM

Consolidated with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at Consolidated 31.03.2008 with subsidiaries

Share in Joint Ventures (Rs. in lacs)

Total as at 31.03.2007

Stores and Spare Parts Power and Fuel Repairs to Buildings Repairs to Machinery Other Manufacturing and Operating Expenses

12006.32 9805.16 806.55 1749.53 11473.06

6613.73 4848.61 78.24 832.77 1402.29

18620.05 14653.77 884.79 2582.30 12875.35

12241.70 10047.10 778.25 1738.06 9765.60

4210.57 3016.19 106.96 452.20 818.02

16452.27 13063.29 885.21 2190.26 10583.62

Per Profit and Loss Account

35840.62

13775.64

49616.26

34570.71

8603.94

43174.65

10605.47 60.10 19227.93

2133.68 — 6059.11

12739.15 60.10 25287.04

11246.20 49.49 15801.60

537.30 — 4114.30

11783.50 49.49 19915.90

SCHEDULE 11 – MANUFACTURING AND OPERATING COSTS

SCHEDULE 12 – (INCREASE)/DECREASE IN FINISHED AND PROCESS STOCK Opening Stock: Goods-in-Process Accumulated cost on conversion contracts Finished Goods (including Merchanting Goods)

29893.50

8192.79

38086.29

27097.29

4651.60

31748.89

Closing Stock: Goods-in-Process Finished Goods (including Merchanting Goods) Accumulated cost on conversion contracts

14231.90 24286.49 79.07

2318.95 6435.11 42.58

16550.85 30721.60 121.65

10605.47 19227.93 60.10

2133.68 6059.11 —

12739.15 25287.04 60.10

(Increase)/Decrease in Stocks Add/(Less): Variation in excise duty on opening and closing stock of finished goods

38597.46 (8703.96) (33.84)

8796.64 (603.85) 12.66

47394.10 (9307.81) (21.18)

29893.50 (2796.21) 11.57

8192.79 (3541.19) 1.77

38086.29 (6337.40) 13.34

Per Profit and Loss Account

(8737.80)

(591.19)

(9328.99)

(2784.64)

(3539.42)

(6324.06)

29364.15 2112.22 1604.80

6262.98 1606.21 704.83

35627.13 3718.43 2309.63

27032.60 1991.19 1509.20

4435.25 1346.55 380.11

31467.85 3337.74 1889.31

33081.17

8574.02

41655.19

30532.99

6161.91

36694.90

504.49 8170.72 20.09 227.69 12553.46 4867.07 2774.05 6.03 39.42 19353.55 566.67 43.72 278.03 8.58

198.15 369.13 — 96.57 218.52 596.96 1516.97 10.50 146.47 2545.70 (23.17) — — —

702.64 8539.85 20.09 324.26 12771.98 5464.03 4291.02 16.53 185.89 21899.25 543.50 43.72 278.03 8.58

631.87 4069.75 19.55 183.95 9921.47 4881.38 2448.11 36.49 15.00 15451.19 393.18 140.28 57.01 8.90

180.09 52.16 — 58.76 4.36 472.87 738.89 — 42.16 1817.70 (146.73) — — —

811.96 4121.91 19.55 242.71 9925.83 5354.25 3187.00 36.49 57.16 17268.89 246.45 140.28 57.01 8.90

49413.57

5675.80

55089.37

38258.13

3220.26

41478.39

Interest on Debentures and Fixed Loans(Net) Interest – Others

3936.39 3159.60

1740.08 644.59

5676.47 3804.19

3601.65 1658.91

1007.24 522.04

4608.89 2180.95

Discount on issue of “Commercial Papers” Commitment and other charges on Loans

7095.99 69.87 34.13

2384.67 — 105.45

9480.66 69.87 139.58

5260.56 — 220.86

1529.28 — 158.71

6789.84 — 379.57

Less: Borrowing Costs Capitalised

7199.99 —

2490.12 —

9690.11 —

5481.42 127.78

1687.99 127.07

7169.41 254.85

Per Profit and Loss Account

7199.99

2490.12

9690.11

5353.64

1560.92

6914.56

SCHEDULE 13 – EMPLOYMENT COSTS Salaries, Wages, Bonus, etc. Contribution to Provident and Other Funds Workmen and Staff Welfare Expenses Per Profit and Loss Account

SCHEDULE 14 – ADMINISTRATIVE, SELLING AND GENERAL EXPENSES Insurance (Net) Rent Lease Rentals Rates and Taxes Advertisement Commission to Selling Agents Freight, Octroi, etc. Bad Debts, Advances and Claims written off Provision for Doubtful Debts, Advances and Claims Miscellaneous Expenses Loss /(Gain) on sale of fixed assets(Net) Provision for diminution in value of Investments Contribution to Charitable Funds, etc. Directors’ fees Per Profit and Loss Account

SCHEDULE 15 – FINANCE CHARGES

72

PGS 62 to 78.pmd

72

5/26/2008, 10:28 AM

31st March, 2008 (Rs. in lacs)

31st March, 2007 (Rs. in lacs)

Contingent Liabilities not provided for: (a) Claims against the Company not acknowledged as debts in respect of past disputed liabilities of the Cement and Steel Divisions divested during the year 2000-2001, Carded Woollen business divested during the year 2005-2006 and Denim Division divested during the year 2006-2007. (interest thereon not ascertainable at present).

2595.72

3984.32

(b) Claims against the Companies not acknowledged as debts (including share of Joint Ventures Rs.30.02 lacs; Previous Year Rs. 21.77 lacs).

2185.00

2273.09

(c) Bills Discounted with the Company’s bankers. (including share of Joint Ventures Rs. 1478.72 lacs; Previous Year Rs. 2147.82 lacs).

10140.81

7398.64

(d) On account of guarantees given and also on account of the indemnities issued by the Company to the Acquirer of shares of Recron Synthetics Limited pursuant to an agreement.

342.70

342.70

(e) Disputed demand in respect of Income-tax etc. (interest thereon not ascertainable at present).

SCHEDULE 16 – NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated Financial Statements present the consolidated Accounts of Raymond Limited with its following Subsidiaries, Joint Ventures (and its subsidiaries), Associates, Subsidiary and Joint Venture of an Associate: 4. Name

A.

B.

Country of Incorporation

Subsidiaries Indian Subsidiaries: (a) Raymond Apparel Limited India 100% (b) Pashmina Holdings Limited India 100% (c) Everblue Apparel Limited India 100% (d) Hindustan Files Limited India 100% (e) Colorplus Fashions Limited India * 100% (f) Silver Spark Apparel Limited India 100% (g) Celebrations Apparel Limited India 100% (h) Scissors Engineering Products Limited India 100% (i) Ring Plus Aqua Limited India $ 88.34% (j) JK Talabot Limited India 90% * Held by Raymond Apparel Limited $ Held by Scissors Engineering Products Limited Foreign Subsidiaries: (a) Jaykayorg AG Switzerland 100% (b) J.K. (England) Limited United Kingdom 100% (c) Regency Texteis Portuguesa, Limitada Portugal 100% (d) R&A Logistics Inc. United States 100% owned by of America Ring Plus Aqua Limited (e) Raymond Europe, S.r.l. Italy 60% Joint Ventures: (a) Raymond Fedora Private Limited (b) Raymond Zambaiti Private Limited (c) Raymond UCO Denim Private Limited (RUDPL) (and its subsidiaries) (d) GAS Apparel Private Limited (e) Rose Engineered Products India Private Limited (f) Rayves Automotive Textile Company Private Limited @ Held by Colorplus Fashions Limited (Wholly owned subsidiary of Raymond Apparel Limited) & Held by Ring Plus Aqua Limited (Subsidiary of Scissors Engineering Products Limited) # Held by Silver Spark Apparel Limited

C. Associates, Subsidiary and Joint Venture of an Associate: (a) P.T. Jaykay Files Indonesia (b) J.K. Investo Trade (India) Limited (c) J.K. Helene Curtis Limited

(d) J.K. Ansell Limited

India India India

50% 50% 50%

India India India

@ 50% & 50% # 50%

Indonesia India India

India

(e) Radha Krshna Films Limited India $ Includes 15.20% equity shares held by Jaykayorg AG. 2.

3.

A.

Proportion of Ownership Interest

7329.26

6549.32

Bonds/Undertakings given by the Company under concessional duty/exemption scheme to Customs authorities (including share of Joint Ventures Rs. 1437.08 lacs; Previous Year Rs. 2432.58 lacs).

7165.98

14999.95

(g) Disputed liability towards Excise Duty on Post Removal of Goods from the place of manufacture.

2118.90

2118.90

3574.93

2274.02

(f)

$ 39.20% 47.66% 100% owned by J.K. Investo Trade (India) Limited Joint Venture with 50% ownership by J.K. Investo Trade (India) Limited 29.41%

(h)

Disputed Excise Duty Liability in respect of other matters.

(i)

Liability on account of jute packaging obligation upto 30th June, 1997, in respect of the Company’s erstwhile Cement Division, under the Jute Packaging Materials (Compulsory use in Packing Commodities) Act, 1987.

Amount not determinable

(j)

Liability in respect of additional stamp duty on the transfer of immovable properties of the Company’s erstwhile Cement and Denim Divisions.

Amount not determinable

(k)

Guarantees issued by the Bankers

(l)

Company’s liabilities/obligations pertaining to the period upto the date of transfer of the Company’s erstwhile Steel, Cement, Carded Woollen and Denim Divisions in respect of which the Company has given to the acquirers: — Bank Guarantee — Undertakings

(m) Share in Associate (n)

Significant Accounting Policies and Notes to these Consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding the consolidated position of the Companies. Recognising this purpose, the Company has disclosed only such Policies and Notes from the individual financial statements, which fairly present the needed disclosures. Sundry Debtors, considered good includes Rs. 8.51 lacs for which the Company has initiated legal action (Previous year Rs. 36.70 lacs).

the

Contingent

73

of

B.

The Wage Agreement in respect of the unionised employees of Company’s Textile Division situated at Chhindwara and Files Division at Chiplun has expired during the Financial Year 2007-08. The net liability on account of revision will be accounted in the year of finalisation of the wage agreement.

C.

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) [including Rs. 0.07 lacs (Previous Year Rs. 1.03 lacs) being share in an Associate Company] [including share of Joint Ventures Rs. 448.31 lacs (Previous Year Rs. 138.95 lacs)]

D.

The Company along with the Joint Venture Partner has undertaken to additionally fund RUDPL in case it fails to meet certain covenants of the Facility cum Hypothecation Agreement entered into with a Bank.

5/26/2008, 10:28 AM

59.08

— 210.00 Amount not determinable

an

Liability on account of sales tax matter of an Ex-Franchisee.

73

PGS 62 to 78.pmd

Liabilities

18.03

764.25

724.17

Amount not determinable

10860.42

3445.96

5.

6.

7.

Year ended 31st March, 2007 (Rs. in lacs)

(64.30) 32.70 8.40

(74.49) 149.05 9.28

(23.20)

83.84

(447.96)

(684.68)

1179.96

—

— —

4404.66 151.95

732.00

3871.93

As at 31-3-2008 (Rs. in lacs)

As at 31-3-2007 (Rs. in lacs)

As at 31-3-2006 (Rs. in lacs)

11506.21 318.26

11056.10 478.70

10340.61 —

11824.47

11534.80

10340.61

561.76 1519.88 215.23 135.60

706.61 870.50 206.57 158.49

749.98 590.43 202.69 242.64

0.78

2.91

225.93

2908.20 46.57

2892.04 27.59

1177.74 130.67

5388.02

4864.71

3320.08

6436.45

6670.09

7020.53

Prior period adjustments represent: Debits relating to earlier years Credits relating to earlier years Depreciation/Amortisation adjustments (net)

Exceptional Items: (a) VRS payments written off (b) Waiver of unsecured Loan by the Joint Venture Partner in Raymond UCO Denim Private Limited which is not repayable in terms of the agreement. (c) Net surplus on divestment of Denim business as a going concern (net of Unrealised Profit of Joint Venture) (d) Reversal of Impairment

Deferred Tax: (a) Deferred Tax Liability on account of: Depreciation Others

(b) Deferred Tax Asset on account of: (i) VRS payments (ii) Employee benefits (iii) Taxes, Duties, Cess, etc. (iv) Provision for doubtful debts, etc. (v) Provision for diminution in value of investments (vi) Unabsorbed depreciation and losses* (vii) Others

Deferred Tax (Net) * 8.

Year ended 31st March, 2008 (Rs. in lacs)

impairment of goodwill arising on consolidation of RUDPL is considered necessary at present by the management and also in respect of losses that may arise in respect of loan and interest. 11. The Company has loans, advances and receivables amounting to Rs.1894.05 lacs due from Raymond Fedora Private Limited (RFPL), a Joint Venture. The accumulated losses of RFPL, as at 31st March 2008, have substantially exceeded its net worth due to operational losses. Considering the fact that the investment is of strategic nature and the various initiatives taken by RFPL for improvement of operational performance viz. optimisation of capacity and utilisation, increase in customer base, improvement in product profile and cost control measures, no provision is considered necessary by the management at present for any losses that may arise in respect of loans, advances and receivables from RFPL. 12. Related parties disclosures: 1. Relationships: (a) Joint Ventures: Raymond Zambaiti Private Limited Raymond Fedora Private Limited GAS Apparel Private Limited Rose Engineered Products India Private Limited Raymond UCO Denim Private Limited Rayves Automotive Textiles Company Private Limited (b) Related parties where relationship of control exists: J.K. Investo Trade (India) Limited P. T. Jaykay Files Indonesia J.K. Helene Curtis Limited J.K. Ansell Limited J.K. Investors (Bombay) Limited Radha Krshna Films Limited (c) Key Management Personnel, their relatives and their enterprises where transactions have taken place: Dr. Vijaypat Singhania Mrs. Asha Devi Singhania Mr. Gautam Hari Singhania Mr. Pradeep Kumar Bhandari Silver Soaps Private Limited Note: Related party relationship is as identified by the Company and relied upon by the Auditors. 2. Transactions carried out with related parties referred in 1 above, in ordinary course of business: (Rs. in lacs) Related Parties Nature of transactions

As a matter of prudence, unabsorbed depreciation and losses have been recognised only to the extent there is Deferred Tax Liability. Purchases: Goods and Materials Fixed Assets Sales: Goods and Materials Fixed Assets Sale of Business Expenses: Rent and other service charges Job Work Charges Agency Commission Remuneration Interest paid Professional Fees Directors’ Fees Other reimbursement Income: Rent and other service charges Interest received Other Receipts: Deputation of staff Other reimbursement Finance: Loans and Advances given Investments Outstandings: Payable Receivable Agency Deposits received Loans and Advances given Property Deposits paid

Variation between the Accounting Policies followed by various entities within the group: (a) The foreign subsidiaries, listed in Note 1 above, have not accounted for deferred taxation. (b) Colorplus Fashions Limited (CFL) was hitherto providing depreciation on all assets on the written down value method, which was in variation to the methods adopted by the Group. During the year, CFL has re-aligned it’s policy in line with the Group and difference has been charged to current year’s depreciation. (c) Accounting for improvements to Leasehold Premises by Raymond Limited is in variation to the methods adopted by other entities in the Group. The impact of the above, in the opinion of the management, would not be significant.

9.

Effective 1st April 2007 the Company has adopted Accounting Standard 15 - ‘Employee Benefits. Consequent to the adoption an amount of Rs. 1225.38 lacs (net of taxes) has been adjusted against the General Reserves as at 1st April 2007, in accordance with the transitional provisions in the Standard.

10. The Company has an aggregate investment of Rs.26350.19 lacs in the Equity and Preference Capital (represented by written down value of goodwill on consolidation Rs.8622.08 lacs) and also in Debentures of Raymond UCO Denim Private Limited (RUDPL), a Joint Venture Company. Further, the Company has advanced a loan of Rs.2942.50 lacs on which interest of Rs.188.60 lacs is also over due. The Company along with the Joint Venture Partner has undertaken to additionally fund RUDPL in case it fails to meet certain covenants of the Facility cum Hypothecation Agreement entered into with a Bank. During the year, the net worth of three of the overseas subsidiaries of RUDPL has eroded/ substantially eroded due to operational losses. The Company along with the Joint Venture partner is in the process of preparing an action plan for revival of these subsidiaries. Considering the steps being taken and the fact that the holding in RUDPL is part of the Company’s long term strategy to be present in the global Denim Business, no provision for

Referred in 1(a) above

74

Referred in 1(c) above

Current year

Previous year

Current year

Previous year

1582.38 2.47

544.80 —

1188.50 —

690.84 7.91

— —

— —

6039.42 12.11 —

359.91 24.79 33075.25

405.06 4.38 —

95.20 0.90 —

— — —

— — —

557.38 545.88 — 4.90 — — — 1740.15

305.84 — — — — — –1011.47

888.49 — 501.23 43.88 20.83 — — 10.06

761.84 — 534.27 — 20.74 — — 20.58

3.00 — — 517.70 — 114.76 1.10 —

3.00 — — 707.50 — 58.90 1.15 —

29.93 427.02

352.85 198.12

293.68 2.70

188.46 2.70

— —

1.80 —

192.56 145.42

25.32 —

159.63 65.91

90.00 39.60

— —

— —

470.00 2903.00

5531.62 23741.19

— —

— —

— —

— —

1074.55 1973.85 1.00 4516.47 1.00

385.83 904.03 1.00 3596.14 1.00

136.05 260.80 211.02 30.00 2935.85

48.17 40.15 207.40 30.00 2935.85

7.96 — — — —

— — — — —

74

PGS 62 to 78.pmd

Referred in 1(b) above

5/26/2008, 10:28 AM

Current Previous year year

13. SEGMENT INFORMATION A.

BUSINESS

SEGMENT (Rs. in lacs) Textiles

Particulars

Garment

Files

Denim

Auto Components

Others

Elimination

Total

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Segment Revenue External Revenue Inter-Segment Revenue

103426.89 4341.71

90586.44 5968.40

71310.34 14.71

52291.01 —

16224.45 —

16060.11 —

38712.19 —

36440.26 256.70

8772.01 7.58

7723.50 5.15

1169.37 360.20

966.34 181.84

— (4724.20)

— (6412.09)

239615.25 204067.66 — —

Total Revenue

107768.60

96554.84

71325.05

52291.01

16224.45

16060.11

38712.19

36696.96

8779.59

7728.65

1529.57

1148.18

(4724.20)

(6412.09)

239615.25 204067.66

15394.24

17720.73

4272.92

3586.56

1558.28

1668.30

(6068.09)

(1210.02)

794.55

1241.73

(1820.64)

(2547.41)

(785.23)

355.83

13346.03

20815.72

— —

— —

— —

(173.24) —

— (0.89)

— 27.26

— —

— —

— (81.73)

— (110.25)

— 0.70

— (1.74)

— —

— —

— (81.92)

(173.24) (84.73)

15394.24

17720.73

4272.92

3413.32

1557.39

1695.56

(6068.09)

(1210.02)

712.82

1131.48

(1819.94)

(2549.15)

(785.23)

355.83

13264.11

20557.75

(4146.39) (9690.11) 3672.28 732.00

(220.40) (6914.56) 1897.54 3871.93

735.75 (2874.07)

15.83 (5490.10)

Segment Result Add/(Less): Pre-acquisition (Loss) Minority Interest Unallocated income/(expenses) (Net) Finance charges Interest Income Exceptional Items Excess/(Short) provision for tax in respect of earlier years Provision for Taxes Share of Profit in Associate Companies Net Profit Other Information: Segment Assets Unallocated assets

129685.01 118642.37

63904.57

51037.91

11026.19

11211.65

54586.06

62787.59

7687.06

6965.79

11269.13

11329.91

(6149.08)

(1517.82)

Total Assets

Current year

461.79

280.72

2155.36

13998.71

272008.94 260457.40 90930.17 77766.83 362939.11 338224.23

Segment Liabilities Minority Interest Unallocated Liabilities

25728.23 —

24254.25 —

11273.46 —

7951.79 —

3868.33 53.19

3679.88 52.34

7039.20 —

7576.77 —

1740.14 566.23

1556.13 522.82

405.31 31.76

318.16 29.44

(1561.63) —

(1528.15) —

4798.29

31148.45

5437.29

5493.35

174.30

526.01

2833.73

13218.32

696.88

824.51

334.88

9680.85

—

—

Total Liabilities

48493.04 43808.83 651.18 604.60 169051.50 150308.91 218195.72 194722.34

Capital Expenditure Segment capital expenditure Unallocated capital expenditure Total capital expenditure Depreciation and Amortisation: Segment depreciation and amortisation Unallocated depreciation and amortisation

6984.09

4735.01

2299.44

1684.92

381.15

389.09

4954.90

4565.48

425.47

406.46

659.16

509.71

—

—

Total depreciation and amortisation Significant Non Cash Expenditure: Segment Significant Non Cash Expenditure Unallocated non cash expenditure

7.81

—

12.58

—

17.47

15.00

142.67

—

5.36

—

—

—

—

14275.37 735.32

60891.49 822.09

15010.69

61713.58

15704.21

12290.67

1181.89

283.30

16886.10

12573.97

185.89 43.72

15.00 140.28

229.61

155.28

—

Total Significant Non Cash Expenditure

B.

Previous year

GEOGRAPHICAL SEGMENT (Rs. in lacs) India Particulars Segment Revenue Carrying cost of segment assets Additions to Fixed Assets and Intangible Assets

C.

Rest of the world

Total

Current year

Previous Year

Current year

Previous Year

Current year

Previous Year

172782.62 223612.80 11492.28

128894.96 201076.88 50443.14

66832.63 48396.14 2783.09

75172.70 59380.52 10448.35

239615.25 272008.94 14275.37

204067.66 260457.40 60891.49

OTHER DISCLOSURES 1. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organisation structure as well as the differential risks and returns of these segments. 2. The Company has disclosed Business Segment as the primary segment. 3. Types of products and services in each business segment: Business Segment Types of Products and services a) Textiles Fabric, rugs, blankets, shawls and furnishing fabric b) Denim Denim fabric and cotton yarn c) Garments Readymade garments and designerwear d) Files and Tools Engineers’ files and rasps, H.S.S. twist drills and bars and rods (HRS) e) Auto Components Starter Gear, Shaft Bearings and Sheet metal components f) Others Aviation etc. 4.

Inter Segment revenues are recognised at sales price.

5.

The Segment Revenues, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable basis.

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As at 31st March, 2008 (Rs. in lacs)

As at 31st March, 2007 (Rs. in lacs)

134.71 373.56 13.25

122.70 447.12 3.95

521.52

573.77

CONSOLIDATED FINANCIAL STATEMENTS ANNEXURE I STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (annexed to and forming part of the Accounts for the year ended 31st March, 2008) I. BASIS OF PREPARATION OF FINANCIAL STATEMENTS : (i) The financial statements of the subsidiaries used in the consolidation are drawn upto the same reporting date as that of the Parent Company, i.e. year ended 31st March. The foreign subsidiaries follow January to December as their financial year. In the case of these foreign subsidiaries the Company has redrawn their financial statements for the year ended 31st March. (ii) The financial statements have been prepared under the historical cost convention (with the exception of all the fixed assets belonging to Regency Texteis Portuguesa, Limitada and certain assets of subsidiaries of the Joint Venture – Raymond UCO Denim Private Limited, which have been revalued in accordance with the applicable local laws) and on the accrual basis of accounting. The accounts of the Parent Company, Indian Subsidiaries and Joint Venture Companies have been prepared in accordance with the Accounting Standards and those of the foreign subsidiaries have been prepared in accordance with the local laws and the applicable Accounting Standards/generally accepted accounting principles.

14. Investments in equity shares of Associates: (a) P.T. Jaykay Files Indonesia Add: Share of accumulated reserves/profits Add: Share of current profits Less/(Add): Exchange fluctuation on opening retained earnings

(11.22)

65.50

532.74

508.27

326.12 1999.80 17.44 414.99

326.12 1735.50 17.44 281.74

2723.47

2325.92

*

*

Year ended 31st March, 2008 (Rs. in lacs)

Year ended 31st March, 2007 (Rs. in lacs)

1062.94 (23.20) (81.92) — (50.99) 735.75 461.79

13876.29 83.84 (84.73) (173.24) (12.47) 15.83 280.72

Profit including Exceptional Items Add /(Less): Exceptional Items (net of tax)

2104.37 (884.26)

13986.24 (5158.01)

Profit excluding Exceptional Items

1220.11

8828.23

10.00

10.00

(b) J.K. Investo Trade (India) Limited Add: Share of accumulated reserves/profits Less: Dividend received (including tax) Add: Share of current profits

(c) Radha Krshna Films Limited (including goodwill Rs. 18.22 lacs). * Being provision made for diminution in the value of investments 15. Proportionate interest in retained earnings of Associates includes share in revaluation reserve amounting to Rs. 10.27 lacs (Previous Year Rs. 10.05 lacs).

16. Computation of Profit for Earnings per Share: Profit for the year after tax Add/(Less): Prior period adjustments Minority Interest Pre-acquisition profit Share of tax on dividends (Short)/Excess provision for tax Share of Profit in Associate Companies

Nominal value per Share in Rupees

Mumbai, 29th April, 2008

METHOD OF DEPRECIATION AND AMORTISATION : (i) Depreciation on Fixed Assets is provided : (a) By Indian Companies – on WDV/SLM method and at rates under the Companies Act, 1956. (b) By foreign subsidiaries - on methods and at rates permissible under applicable local laws or at such rates so as to write off the value of assets over its useful life. (ii) Cost of technical know-how capitalised is amortised over the period of agreement. (iii) Cost of Customised Software is amortised over a period of three to six years thereof. (iv) Cost of Trademarks acquired is amortised over a period of five years thereof. (v) Goodwill arising on consolidation is amortised over a period of ten years.

VII. VALUATION OF INVENTORIES : (i) The inventories resulting from intra-group transactions have been stated at cost after deducting unrealised profit on such transactions. (ii) Goods in transit are stated ‘at cost’. (iii) Other inventories are stated ‘at cost or net realisable value’, whichever is lower. (iv) Cost comprise of all costs incurred in bringing the inventories to their present location and condition. Cost formulae used are either ‘average cost’ or ‘specific identification’, as applicable. Due allowance is estimated and made for defective and obsolete items, wherever necessary, based on the past experience. (v) All the costs incurred on un-invoiced conversion contracts are carried forward as “Accumulated Costs on Conversion Contracts”.

As per our Report of even date

R. NARAYANAN Director – Legal & Company Secretary

RECOGNITION OF INCOME AND EXPENDITURE : (i) Revenues/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred. (ii) Compensation to employees under Voluntary Retirement Scheme (VRS) is written off in the year of payment.

VI. INVESTMENTS : Investments are classified into Current and Long-term Investments. Current investments are stated at the lower of cost and fair value. Long-term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of Long-term Investments.

19. Significant Accounting Policies and Practices - Annexure I.

ASHISH DALAL Partner

III.

V.

18. Previous year’s figures have been regrouped/recast wherever necessary.

H. SUNDER President – Finance

PRINCIPLES OF CONSOLIDATION : (i) The financial statements of the Parent Company and its subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intragroup transactions and the unrealised profits. (ii) The financial statements of the Parent Company and its subsidiaries have been consolidated using uniform accounting policies excepting the revaluation of assets by companies referred above. Further, accounting for improvements to Leasehold Premises by Raymond Limited is in variation to the methods adopted by other entities in the Group. (iii) The excess of the cost to the Parent Company of its investments in each of the subsidiaries over its share of equity in the respective subsidiary, on the acquisition date, is recognised in the financial statements as goodwill and amortised over a period of ten years. However, such excess or deficit arising after the acquisition date on account of currency fluctuation in respect of foreign subsidiary, is transferred to Currency Fluctuation Reserve.

IV. FIXED ASSETS : (i) All the fixed assets belonging to Regency Texteis Portuguesa Limitada and certain assets belonging to the subsidiaries of the Joint Venture - Raymond UCO Denim Private Limited have been revalued and have been depreciated as per the applicable local laws. (ii) The fixed assets of the Parent Company (other than livestock) and other subsidiaries (with the exception of assets stated under (i) above) are stated at cost, less accumulated depreciation (other than freehold land where no depreciation is charged). Livestock are stated at book value.

17. Pursuant to the approval of members by way of special resolution passed at the Extraordinary General Meeting of the Company held on 4th December, 2007, the Company has allotted 61,38,085 warrants to one of the promoters of the Company, namely, J.K. Investors (Bombay) Limited on 12th December, 2007. Each warrant carries option/entitlement to subscribe to 1 equity share of Rs. 10 each at a premium of Rs.330. In terms of the special resolution, the said warrants have been issued upon payment of 10% of the amount. The balance 90% of the amount is payable within 18 months. The amounts so received, pending utiliSation, have been invested in Mutual Funds.

For and on behalf of DALAL & SHAH Chartered Accountants

II.

GAUTAM HARI SINGHANIA Chairman and Managing Director P. K. BHANDARI Director

VIII. FOREIGN CURRENCY TRANSLATIONS : For the purpose of consolidation, the amounts appearing in foreign currencies in the Financial Statements of the foreign subsidiaries are translated at the following rates of exchange: (a) Average rates for the incomes and expenditure. (b) The year-end rates for the assets and liabilities.

Mumbai, 29th April, 2008

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IX. FOREIGN CURRENCY TRANSACTIONS BY INDIAN COMPANIES : (i) All transactions in foreign currency, are recorded at the rates of exchange prevailing on the dates when the relevant transactions take place; (ii) Monetary items in the form of Loans, Current Assets and Current Liabilities in foreign currency, outstanding at the close of the year, are converted in Indian Currency at the appropriate rates of exchange prevailing on the date of the Balance Sheet. Resultant gain or loss is accounted during the year; (iii) In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between the forward rate and exchange rate at the inception of the contract is recognised as income or expense over the life of the contract. Further, the exchange differences arising on such contracts are recognised as income or expense along with the exchange differences on the underlying assets/liabilities. Further, in case of other contracts with committed exchange rates, the underlying is accounted at the rate so committed. Profit or loss on cancellations/renewals of forward contracts is recognised during the year. In case of option contracts, the losses are accounted on mark to market basis. X.

XI

BORROWING COSTS Interest and other borrowing costs attributable to qualifying assets are capitalised. Other interest and borrowing costs are charged to revenue.

XII TAXATION : (i) Indian Companies -Income-tax expense comprises current tax, fringe benefit tax (FBT) and deferred tax charge or credit. Provision for current tax is made on the basis of the assessable income at the tax rate applicable to the relevant assessment year. Provision for FBT is made on the basis of the fringe benfits provided/deemed to have been provided during the year at the rates and values applicable to the relevant assessment year. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognised, only if there is a virtual certainty of its realisation, supported by convincing evidence. Deferred tax assets on account of other timing differences are recognised only to the extent there is a reasonable certainty of its realisation. At each Balance Sheet date, the carrying amount of deferred tax assets are reviewed to reassure realisation.

EMPLOYEE BENEFITS : Defined Contribution Plans such as Provident Fund etc., are charged to the Profit & Loss Account as incurred. Defined Benefit Plans - The present value of the obligation under such plan, is determined based on an actuarial valuation using the Projected Unit Credit Method, Actuarial gains and losses arising on such valuation are recognised immediately in the Profit & Loss Account. In case of funded defined benefit plans the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. Further for certain employees the monthly contribution for Providend Fund is made to a Trust administered by the Company. The interest payable by the Trust is notified by the Government. The Company has an obligation to make good the shortfall, if any. Other Long term Employee Benefits are recognised in the same manner as Defined Benefit Plans. Termination benefits are recognised as and when incurred.

(ii)

J.K. (England) Limited - Provision is made for taxation deferred as a result of material timing differences between the incidence of income and expenditure for taxation and accounts purposes, using the liability method, only to the extent that, in the opinion of the Directors, there is a reasonable probability that a liability or asset will crystallise in the near future.

(iii)

Other foreign subsidiaries do not recognise the deferred tax assets/liabilities.

XIII IMPAIRMENT OF ASSETS: The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired. An impairment loss recognised in prior accounting periods is reversed if there has been change in the estimate of the recoverable amount.

DETAILS OF BALANCE SHEET AS AT 31ST MARCH, 2008 AND INCOME AND EXPENDITURE FOR THE YEAR ENDED 31ST MARCH, 2008 OF SUBSIDIARY COMPANIES Indian Subsidiaries (Rs. in lacs)

Particulars

1. 2.

Share Capital Reserves and Surplus 3. Miscellaneous Expenditure to the extent not written off 4. Total Assets 5. Total Liabilities @ 6. Details of Investments : - Government Securities - Shares (excluding subsidiaries) - Mutual Funds 7. Turnover and Other Income 8. Profit Before Taxation 9. Provision for Taxation * 10. Profit After Taxation 11. Proposed Dividend

Foreign Subsidiaries (Rs. in lacs)

Raymond Apparel Limited

Pashmina Holdings Limited

Everblue Apparel Limited

Hindustan Files Limited

Colorplus Fashions Limited

Silver Spark Apparel Limited

Celebrations Apparel Limited

Scissors Engineering Products Limited

Ring Plus Aqua Limited

JK Talabot Limited

J.K. (England) Jaykayorg Limited AG (United (Switzerland) Kingdom)

Regency Texteis Portuguesa, Limitada (Portugal)

Raymond Europe S.R.L.

R&A Logistics Inc. (United States of America)

3630.00

74.00

1500.00

377.01

498.00

1700.00

271.00

2738.05

760.66

805.44

0.80

20.10

768.59

75.08

0.12

8113.67

788.27

(1622.29)

99.91

8787.99

(390.24)

(254.30)

(26.91)

4063.98

(273.44)

260.17

2601.46

672.83

4.36

31.45

— 32579.09 20835.42

— 1184.64 322.36

— 4759.11 4881.40

— 1234.71 757.78

— 14639.59 5353.60

— 8457.19 7147.42

— 2580.98 2564.27

— 2711.42 2.81

— 7609.43 2315.44

— 2210.19 1678.18

— 267.69 6.73

— 2688.76 67.21

— 3766.63 2325.21

— 228.52 149.09

— 251.01 219.44

0.01

—

—

—

—

—

—

—

—

—

—

—

—

—

—

8.05 —

13.81 6.94

— —

— —

— —

— —

— —

— —

8.20 549.52

— —

— —

487.70 —

— -—

— —

— —

35067.15

27.87

577.40

3407.05

14888.42

9205.62

901.06

—

8228.90

1260.00

302.15

569.58

6267.29

360.24

864.32

1310.38

(0.30)

153.03

195.27

1243.80

815.12

(8.87)

(0.36)

1119.04

9.58

28.16

(105.38)

(163.53)

16.31

5.48

526.05

16.15

4.44

(20.03)

467.67

86.31

1.03

—

392.48

0.89

5.23

(0.32)

13.06

16.62

1.14

784.33

(16.45)

148.59

215.30

776.13

728.81

(9.90)

(0.36)

726.56

8.69

22.93

(105.06)

(176.59)

(0.31)

4.34

—

—

—

—

0.04

—

—

—

—

—

—

—

—

—

—

@ Includes deferred tax liability (net); * Net of excess/short provision for tax in respect of earlier years. Note - In respect of foreign subsidiaries: a)

Item Nos. 1 to 6 and 11 are translated at exchange rates as on 31st March, 2008 as follows: Pound Sterling = Rs.79.53, Swiss Francs = Rs.40.19, Euro = Rs.63.09 and US Dollars = Rs. 39.97;

b)

Item Nos. 7 to 10 are translated at annual average exchange rates as follows: Pound Sterling = Rs.80.76, Swiss Francs = Rs.34.89, Euro = Rs.57.21 and US Dollars = Rs. 40.21.

The above details have been annexed in terms of Letter No.47/80/2008-CL-III dated March 12, 2008 issued by Government of India, Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956.

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ADDITIONAL INFORMATION AS REQUIRED UNDER PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956 BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE I.

REGISTRATION DETAILS Registration No.

1 2 0 8

Balance Sheet Date II.

III.

3 1

.

0 3

.

State Code

0 8

CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS) Public Issue

N

I

L

Rights Issue

N

I

L

Bonus Issue

N

I

L

Private Placement

N

I

L

POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNTS IN RS. THOUSANDS) Total Liabilities

2 3 6 5 8 4 1 1

Total Assets

SOURCES OF FUNDS 6 1 3 8 0 8

Reserves & Surplus

Net Fixed Assets

1 3 5 7 7 7 3 7

Investments

7 3 3 1 0 8 7 1 0 4 7 3 0 2 0

Secured Loans

5 0 4 9 8 0 4

Net Current Assets

Unsecured Loans

3 8 2 0 3 0 4

Misc. Expenditure

N

I

L

Accumulated Losses

N

I

L

Deferred Tax Liability

5 9 6 7 5 8

5 8 5 4 3 0 4

PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSANDS) Turnover

1 4 6 0 1 5 7 0

Profit Before Tax

Total Expenditure

8 7 9 9 7 9

Earning per Share in Rs. V.

2 3 6 5 8 4 1 1

APPLICATION OF FUNDS

Paid-up Capital

IV.

1 1

1 1

.

Profit After Tax

8 0

Dividend %

1 3 7 8 4 6 0 4 7 2 4 2 3 0 2 5

GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY (AS PER MONETARY TERMS) ITEM CODE NO. (ITC CODE)

PRODUCT DESCRIPTION

51121900, 51123000, 55151300 & 55151100

Woollen, Polyester/Wool Blended and Polyester Viscose Blended Fabrics

82031000 & 82075000

Files, Rasps, similar tools and H.S.S. Drills

N.A.

Air Taxi Operations

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ATTENDANCE SLIP (To be presented at the entrance of the Meeting venue) rd

83 ANNUAL GENERAL MEETING ON WEDNESDAY, JUNE 18, 2008 AT 11.00 A.M. at Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri-415 612 (Maharashtra)

Folio No: .................................... DP ID NO: ........................................ Client A/c. No. ...................................................... Name of the Shareholder: ................................................................................................................................................. Signature of the shareholder: ............................................................................................................................................ (only shareholders/proxies are allowed to attend the meeting)



PROXY FORM rd

83 ANNUAL GENERAL MEETING ON WEDNESDAY, JUNE 18, 2008 AT 11.00 A.M. at Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri-415 612 (Maharashtra) I/We ...................................................................................... of ................................................................................................................. being a member(s) of Raymond Limited hereby appoint ............................................................................................................. of ................................................................................... or failing him ................................................................................................... of ................................................................................... or failing him ................................................................................................... of .............................................................................................. as my/our proxy to attend and vote for me/us and on my/our behalf at the 83rd Annual General Meeting of Raymond Limited to be held on Wednesday, June 18, 2008 or at any adjournment thereof. Folio No: ....................................................................... DP ID NO: .................................................................... Client A/c. No. ................................................................................................. Affix Revenue Stamp Re. 1/-

Signed this ..................... day of ........................... 2008

Signature across Revenue Stamp

Note: The proxy, in order to be effective, should be duly stamped, completed and signed must be deposited at the Registered office of the Company at 156/H.No.2, Village Zadgaon, Ratnagiri - 415612 (Maharashtra), not less than 48 hours before the time of the meeting. The proxy need not be a member of the Company.

proxy 79-80.pmd

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