Your Directors, are pleased to present the 30th (Thirtieth) Annual Report of "Redington Limited" ("Redington" or "the Company") along with the Audited Financial Statements for the financial year ended on March 31, 2023.
FINANCIAL RESULTS
The Board of Directors feel that it is appropriate to present the consolidated financial performance of the Company which is set out below:
|
' in Crores
|
| |
2022-23
|
2021-22
|
|
Particulars
|
SISA
|
ROW
|
Total
Consolidated
|
SISA
|
ROW
|
Total
Consolidated
|
|
Revenue from operations
|
36,923.17
|
42,453.61
|
79,376.78
|
29,263.99
|
33,380.02
|
62,644.01
|
|
Other Income
|
36.54
|
105.39
|
141.93
|
58.16
|
29.40
|
87.56
|
|
Total Revenue
|
36,959.71
|
42,559.00
|
79,518.71
|
29,322.15
|
33,409.42
|
62,731.57
|
|
Total Expenses:
|
|
|
|
|
|
|
|
a) Cost of goods sold
|
34,938.86
|
39,693.97
|
74,632.83
|
27,645.98
|
31,209.02
|
58,855.00
|
|
b) Employee Benefits
|
327.00
|
841.41
|
1,168.41
|
238.57
|
647.09
|
885.66
|
|
c) Other Expenses
|
703.42
|
753.29
|
1,456.74
|
639.63
|
472.05
|
1,111.68
|
|
Profit before Interest, Depreciation and Tax
|
990.43
|
1,270.30
|
2,260.73
|
797.97
|
1,081.26
|
1,879.23
|
|
a) Interest Expenses
|
84.35
|
187.51
|
271.86
|
14.29
|
101.30
|
115.59
|
|
b) Depreciation & Amortisation Expenses
|
62.33
|
93.07
|
155.40
|
59.14
|
82.14
|
141.28
|
|
Profit before Tax and exceptional item
|
843.75
|
989.72
|
1,833.47
|
727.98
|
894.38
|
1,622.36
|
|
Exceptional item
|
|
|
|
|
|
|
|
Exceptional item - Impairment of goodwill and other intangible
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Profit before Tax
|
843.75
|
989.72
|
1833.47
|
727.98
|
894.38
|
1622.36
|
|
' in Crores
|
|
Particulars
|
2022-23
|
2021-22
|
|
Total
SISA ROW
Consolidated
|
Total
SISA ROW
Consolidated
|
|
Tax Expense
|
243.33 150.75 394.08
|
198.49 109.00 307.49
|
|
Minority Interest
Profit after Tax
|
- 46.83 46.83
|
- 34.96 34.96
|
|
600.42 792.14 1392.56
|
529.49 750.42 1,279.91
|
* For this year , It was classified as SISA & ROW
* For last year, it was classified as Indian & Overseas.
FINANCIAL PERFORMANCE
The Standalone and Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as required under section 133 of Companies ("Act"), 2013.
The consolidated revenue of the Company for the financial year was '79,376.78 Crores as against '62,644.01 Crores in the previous financial year registering a growth of 26.71%, while the consolidated net profit for the year grew by 8.80% to '1392.56 Crores as against '1,279.91 Crores in the previous financial year.
The Basic Earnings per Share (EPS) on a consolidated basis increased to '17.82/- for the financial year under review as compared to '16.40/- for the previous financial year.
A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis Report, which forms part of this Report.
DIVIDEND
The Board of Directors has recommended a dividend of '7.20 per equity share (i.e., 360% of the face value) as against '6.60 per equity share (330% of face value) last year. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source, as applicable.
The dividend pay-out to the shareholders for the financial year is expected to be around '562.78 Crores as compared to '515.77 Crores for the previous financial year.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://redingtongroup.com/wp-content/ uploads/2023/06/Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.
SHARE CAPITAL
During the financial year 2022-23, the Share Allotment Committee ("SAR Committee"), issued and allotted 1,04,190 equity shares upon exercise of 1,84,300 SARs granted under Redington Stock
Appreciation Right Scheme, 2017 - Plan Series A. The equity shares allotted under the Redington Stock Appreciation Right Scheme, 2017 - Plan Series A rank pari-passu with the existing equity shares of the Company. The issued and paid-up share capital of the Company stood at '156,31,21,542 /- with the face value of '2/- each as on the date of the report.
BUSINESS PERFORMANCE
Discussion on the Company's performance is mentioned in the Management's Discussion and Analysis Report, which forms part to this Annual Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on March 31,2023, the Company has two direct and one step-down subsidiary in India, while in overseas, it has two direct and 52 active step-down subsidiaries. The details of the subsidiaries incorporated/ ceased and under liquidation during the financial year under review, as applicable, are given as part of notes to the consolidated financial statements.
Indian Subsidiary
(i) Proconnect Supply Chain Solutions Limited
ProConnect Supply Chain Solutions Limited (ProConnect) is a wholly owned Indian subsidiary of Redington Limited. ProConnect is a trusted provider of Supply Chain Management & Warehousing Solutions to industries across sectors. With a rich experience spanning over two decades, ProConnect has established itself as one of the leading players in the logistics sector. Our comprehensive solutions enable companies to efficiently manage their supply chains from procurement to inventory management, and from warehousing to distribution. With strategically positioned automated distribution centers in key areas and a robust global network spanning Asia, Africa, CIS and Middle East, ProConnect facilitates business expansion, enhances visibility, optimises costs, and elevates overall supply chain management. Emphasizing sustainability and customer satisfaction, ProConnect integrates logistic practices with innovative technology, empowering businesses to achieve operational excellence. With a steadfast focus on future growth, ProConnect aims to become a leader in tech-enabled logistics solutions, amplifying its global presence and driving transformation in the dynamic marketplace. During the Financial Year 2022-23, the Company has incorporated an Overseas entity ProConnect Holdings Ltd., to integrate our overseas operation to cross leverage the capability across the geography as "One ProConnect".
The Company has taken steps to consolidate its asset position to add value to all of its stake holders.
(ii) Redserv Global Solutions Limited
Redserv Global Solutions Limited (RGS) is a wholly owned subsidiary of Redington Limited. RGS manages the entire back office operations for the Middle East, Africa, India, and Singapore (Sales Order, Purchase Order Processing, Credit release, Master Data maintenance, General Ledger Accounting, Financial Statements including Reporting).
RGS currently operates from two locations in Chennai. RGS is in the process of consolidating both the units into a single unit which can bring in synergy and harmonisation of processes as well. RGS has a well defined approach to use cutting edge technology in solving business problems and to drive efficiency. Over the last year, RGS has developed a workflow solution using world class platforms, created over 300 inhouse developed Robotic Process Automations and also an omnichannel interactive tool.
RGS has also continuously invested in refining and enhancing its operational capabilities to deliver seamless, efficient, and secure services. It has been able to streamline processes, enhance productivity, reduce turnaround times, and enhance overall quality of the services delivered. Partnering with RGS ensures that Redington Business Units focus only on Core activities that will help them grow, while RGS handles non-core activities and helps the Redington group become more efficient.
Our greatest asset has always been our talented and dedicated workforce. We have continued to prioritise talent development and fostering a culture of learning that helps us drive accountability and high performance culture within the organisation.
Looking ahead, with sharp focus on enhancing our capabilities across people process and technology, we remain optimistic about the future of our Company.
Indian Associate
Redington (India) Investments Limited (RIIL), an associate company of Redington, was operating Apple retail stores in South India through its wholly owned subsidiary, Currents Technology Retail (India) Limited. It exited its business in FY21 and accordingly the company is evaluating available restructuring options including winding up.
Overseas Operations
Redington's overseas operations are carried out through its two wholly owned subsidiaries, Redington International Mauritius Limited, Mauritius (RIML) and Redington Distribution Pte Limited, Singapore (RDPL). The Management's Discussion and Analysis covers the business performance of both the entities and their subsidiaries.
RIML grew 29% year-over-year in META, contributing 54% of Redington's consolidated revenue. It continues to solidify it's position for growth in Middle East, Turkey and Africa (META). The company continued to invest in its cloud capabilities, expand it's portfolio of enterprise services and focused on delivering mobility solutions. The company intensified efforts towards localised execution and widened its presence across new territories within the region. This was in line with the company's strategy of being closer to customers and providing them with a more personalised experience. The company's digital portal, currently active in nine countries, is testament to this customercentric strategy. Concurrently, RIML is branching out into the solar business, adding another growth avenue for the company. RIML is confident that it's focus on these key areas will help it to grow further in META by meeting the evolving technology needs of the region.
RDPL operates in the South Asian region, which includes Bangladesh, Sri Lanka, Nepal, Bhutan, and the Maldives. The global economic slowdown following the pandemic has had a negative impact on the economies of all these countries. High inflation, the unavailability of dollars, the devaluation of the local currency, and the rising cost of importing IT products have made it more expensive for businesses and consumers to purchase IT products. Despite these challenges, RDPL has been able to grow its business in Bangladesh. This has been accomplished by focusing on expanding its product portfolio and partner base.
Supply side improvements following the COVID-19 pandemic have opened additional opportunities for Redington to explore within the commercial sector. Nevertheless, the consumer aspect of the business has experienced a slowdown, and there has been an increase in inventory levels. In the Middle East and Africa (MEA) region, the company completed its organisational transformation to focus on growth. This transformation is manifested in a customer-first focus and excellence in business management. This is expected to bear significant fruits for the company in coming years.
During the year under review the Company has invested '79,99,99,822/- in ProConnect Supply Chain Solutions Limited for the acquisition of 28,88,086 equity shares of '10/- each. The Company has incorporated Redserv Global Solution Limited, a wholly owned subsidiary on January 21, 2022 and has invested '2,50,00,000/- in for the acquisition of 25,00,000 equity shares of '10/- each.
During the year, ProConnect Supply Chain Solutions Limited has incorporated a wholly owned subsidiary in UAE i.e. ProConnect Holdings LLC which in turn is a step-down subsidiary of the Company.
A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's
subsidiaries and Associates in Form AOC-1 is attached as Annexure F to this report.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company at https://redingtongroup.com/financial-reports/
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https://redingtongroup.com/wp-content/ uploads/2023/05/Policy-on-dealing-with-Material-subsidiaries-final.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company.
CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate governance and adhere to Corporate Governance guidelines, as laid out in Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Corporate governance to the Company is about promoting fairness, transparency, and accountability in the management and decision-making processes of an organisation. It is the foundation for building trust with shareholders and stakeholders. The Corporate Governance Report of the Company for the financial year 2022-23 forms part to this Annual Report.
The Company has obtained a certificate from M/s R Bhuvana and Associates, Practising Company Secretary on compliance with corporate governance norms under the SEBI Listing Regulations and the Chief Executive Officer / Chief Financial Officer (CEO/ CFO) certification as required under the SEBI Listing Regulations is appended to the Corporate Governance Report.
The Corporate Governance Report of the Company contains the necessary declaration by the Managing Director and Chief Executive Officer regarding compliance of the Code of Conduct of the company for the Financial Year 2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. B Ramaratnam (DIN:07525213) was appointed as an Independent Director on the Board of Directors of the Company for the first term till May 20, 2023 pursuant to the provisions of Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Based on the
recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term of five yeas and considering his knowledge, expertise and substantial contribution, the Committee has recommended the re-appointment of Mr. B Ramaratnam as an Independent Director for a second term of five consecutive years.
The Board at its meeting held on May 16, 2023 approved the reappointment of Mr. B Ramaratnam as an Independent Director of the Company with effect from May 21, 2023 to May 20, 2028 whose office shall not be liable to retire by rotation, subject to the approval of the shareholders. The Board recommends the re-appointment to the shareholders. In opinion of the Board Mr. B Ramaratnam possesses the requisite integrity expertise, experience, and proficiency for the re- appointment as Independent Director. A resolution for re-appointment of Mr. B Ramaratnam as a Non-Executive Independent Director of the Company is included in the notice of the ensuing Annual General Meeting along with brief details about him.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations and they have registered their names in the Independent Directors' Databank and there has been no change in the circumstances which may affect their status as Independent Director during the year. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://redingtongroup.com/ wp-content/themes/redington/assets/images/pdf/corporate-governance/Terms-and-Conditions-of-appointment-of-ID.pdf
Mr. Tu Shu Chyuan, (DIN: 02336015) Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment and the resolutions seeking approval of the Members for his re-appointment has been incorporated in the Notice to the AGM of the Company along with brief details about him. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment.
Based on the recommendation of the Nomination and Remuneration committee, the Board, at its meeting held on May 16, 2023 approved to change the designation of the Mr. Tu, Shu Chyuan and Ms. Chen, Yi-Ju as Non-Executive Non-Independent Director, liable to retire by rotation subject to the approval of the shareholders. A resolution for the change in designation for Mr. Tu, Shu- Chuyan and Ms. Chen, Yi-ju as a Non-Executive Non Independent Director of the Company is included in the notice of the ensuing Annual General Meeting along with brief details about them.
Mr. Raj Shankar has resigned from the Board with effect from May 21,2022.
The Company has also disclosed the Director's familiarisation programme on its website at https://redingtongroup. com/wp-content/uploads/2023/05/Familiarisation-Programme-2022-23-1.pdf
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company.
The details of the composition of the Board and its Committees and various meetings held during the financial year are given in the Corporate Governance Report which forms part of this Annual Report.
All the recommendations made by the Committees were approved by the Board.
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company, are Mr. Rajiv Srivastava, Managing Director, Mr. S V Krishnan Whole Time Director and Global Chief Financial Officer, Mr. Ramesh Natarajan, Chief Executive Officer, Mr. V Ravi Shankar, Chief Financial Officer and Mr. M Muthukumarasamy, Company Secretary.
DIRECTORS1 RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:
a) i n the preparation of the annual financial statements for the year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) for the financial year ended March 31,2023, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 the financial year ended March 31,2023;
c) t hat proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
AUDITORS
Statutory Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm's Registration No.008072S) Statutory Auditors of the Company were appointed at the 29th AGM to hold office till the conclusion of 34th AGM of the Company
The Auditor's report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2023 does not contain any qualification, observation or adverse comment. The Auditors Report is enclosed with the financial statements in this Annual Report.
Cost records and Cost Audit
Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 21, 2022 approved the appointment of M/s. R Bhuvana & Associates, (Membership No. No.: F10575 and Certificate of Practice No. 8161), Practicing Company Secretary, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit report for the financial year ended March 31, 2023 in Form No.MR-3 is attached as Annexure E to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark, other than one remark of nonfiling of two e-forms with Ministry of Corporate Affairs (MCA) as on date of this report.
The delay was due to migration of MCA website from V2 to V3 and the Company is in the process of filing the said two e-forms.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s. R Bhuvana & Associates, (Membership No.: F10575 and Certificate of Practice No. 8161), Practicing Company Secretary, Chennai and the same will be submitted to the stock exchanges within the prescribed time limits.
During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs of India.
DETAILS OF FRAUD REPORTED BY AUDITORS IN TERMS OF SECTION 143(12) OF COMPANIES ACT 2013
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees.
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31, 2023 is available on the Company's website at the Investor Section under Financial Information at https://redingtongroup. com/financial-reports/.
BOARD MEETINGS HELD DURING THE YEAR
Seven meetings of the Board of Directors of your Company were held during the financial year 2023. The maximum time gap between any two meetings was less than 120 days. Necessary quorum was present throughout all the meetings. A separate meeting of the Independent Directors of the company was held on February 1,2023.
The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report, which forms part of this Annual Report.
COMMITTEES
As at March 31, 2023, the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility and Environmental, Social & Governance Committee, and SAR Share Allotment Committee. Detailed note on the composition of the Board and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board based on the recommendation of the Nomination and Remuneration Committee, has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees.
• The objective of the policy for the appointment of Directors is to facilitate the Nomination and Remuneration Committee to evaluate the Directors and recommend the Board for their appointment/ re-appointment and to ensure to have an optimum composition of executive, non-executive and independent Directors to maintain independence of the Board and separate the functions of governance and management.
• The objective of the Remuneration Policy is to attract, motivate and retain qualified industry professionals for the Board and Management in order to achieve its strategic goals and to encourage behavior that is focused on longterm value creation, while adopting the highest standards of good corporate governance. The remuneration policy of the Company is aimed at rewarding performance, based on review of achievements on a regular basis and is in consonance with the existing industry practices.
• The Remuneration Policy provides a framework for remuneration of Directors, Key Managerial Personnel, other employees.
The Company's policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Act is available at the website at https://redingtongroup.com/ wp-content/themes/redington/assets/images/pdf/corporate-governance/NOMINATION-AND-REMUNERATION-POLICY.pdf
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure B and forms part of this report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework approved by Nomination and Remuneration Committee. The Board evaluation process was completed during financial year 2023. The evaluation parameters and the process have been explained in the Corporate governance report which forms part of this Annual Report.
REDINGTON LIMITED SHARE BASED EMPLOYEE BENEFIT SCHEME’S
a) REDINGTON STOCK APPRECIATION RIGHT SCHEME, 2017
During the year, 1,04,190 equity shares of '2/- each were allotted to employees including employees of Subsidiary Companies under Redington Stock Appreciation Right Scheme, 2017.
The disclosure as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulation 2021 is enclosed to this Report as Annexure C.
A Certificate from the Secretarial Auditors of the Company will be made available electronically during the Annual General Meeting stating that Redington Stock Appreciation Right Scheme, 2017 have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation 2021 and as per the resolutions passed by the shareholders.
b) Redington Limited Restricted Stock Units (“RL RSUs 2023”)
During the year under review, the Nomination and Remuneration Committee, recommended and the Board at its meeting held on February 1, 2023, had approved the formulation and implementation of Redington Limited Restricted Stock Units Scheme, 2023 ("RL RSUs 2023") to create, and grant from time to time, in one or more tranches, 96,12,940 (Ninety Six Lakhs Twelve Thousand Nine
Hundred and Forty Only) Restricted Stock Units ("RSU") to the eligible employees of the Company, subsidiaries and its group companies in one or more tranches, from time to time, which in aggregate exercisable into not more than 96,12,940 (Ninety Six Lakhs Twelve Thousand Nine Hundred and Forty Only) equity shares of face value of '2/- each fully paid up, with each such RSU's conferring a right upon the RSU grantees to apply for one equity share in the Company in accordance with the terms and conditions as may be decided by the Nomination and Remuneration Committee.
The resolutions seeking approval of the members in respect of the RL RSUs, 2023 to the eligible employees of the Company, subsidiary and associate companies as decided in this behalf from time to time and in due compliance of the Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations) have been incorporated in the notice of the Annual General Meeting of the Company along with salient features of the RL RSUs 2023 .
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans given and investments made under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 form part of the Notes to the financial statements provided in this Annual Report. The Company has neither given guarantees nor provided security under Section 186 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2022-23, none of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure G in Form AOC-2.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://redingtongroup.com/wp-content/uploads/2023/05/ REDINGTON-RPT-Policy-v2-16-05-2023.pdf
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Redington primarily carries out Corporate Social Responsibility (CSR) activities through its trust, Foundation for CSR @ Redington, by supporting its projects in the areas of education, employability skills training for the underprivileged and specially abled, healthcare and environmental sustainability. The Corporate Social Responsibility and Environment, Social, Governance Committee (CSR & ESG Committee) has formulated and recommended to the Board a policy on CSR indicating the activities to be undertaken by the Company which is available on
the website of the Company at https://redingtongroup.com/wp-content/uploads/2023/06/CSR-Policy-Redington-Limited-.pdf.
The composition of the CSR & ESG Committee is disclosed in the Corporate Governance Report. The initiatives undertaken by the Company on CSR activities during the year are set out in Annexure D of this report. During the year, the Company spent '11.90 Crores on CSR activities.
Further, the Chief Financial Officer of the Company has certified that CSR spending of the Company for financial year 2022-23 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report ("BRSR") forms part of this Annual Report. The Board rechristened the CSR Committee as CSR & ESG Committee to discharge its oversight responsibility on matters related to organisation wide ESG initiatives, priorities, and leading ESG practices. The CSR & ESG Committee reports to the Board and meets regularly at various intervals and reviews progress on the ESG strategy of the Company. In addition to the BRSR, the company will also publish a comprehensive ESG Report, based on the GRI standard and will be available on the website of the Company
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company believes in the conduct of affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) 2015 the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower to provide a framework for the Company's employees and Directors to promote responsible and secure whistle blowing in the organisation across levels. It also provides protection to whistle blowers who raise concerns on serious irregularities within the Company.
The whistle Blower policy is hosted on the website of the Company at https://redingtongroup.com/wp-content/uploads/2023/05/ Whistle-Blower-Policy-1.2.pdf
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund [IEPF] Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer the unpaid or unclaimed dividend and shares in respect of which dividend entitlements are remaining unpaid or unclaimed for a period of seven consecutive years or
more by any shareholder, to IEPF. Accordingly, the Company has transferred the unclaimed dividend of INR 58,336.80 to the IEPF and 528 shares to the demat account of the IEPF authority. Further, the Company has also transferred an amount of INR 124,926.90 to unpaid dividend pertaining to the financial year 2014-15 which remained unclaimed for seven consecutive years. The details of the shares due to be transferred to IEPF during the financial year 2023-24 is available in our website under Shareholders' information.
DEPOSITS
Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31,2023.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.
NO PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Your Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirements under the Companies Act 2013, which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is enclosed to this Report as Annexure A. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection of fraud, error reporting mechanism and ensuring accuracy and completeness of financial statements. Based on the results of assessments carried out by Management, no reportable material weaknesses or significant deficiencies in the design or operation of internal financial controls were observed. The Board opines
that the internal controls adopted and implemented by the Company for preparation of financial statements are adequate and sufficient.
RISK MANAGEMENT
The Risk Management Committee monitors the Risk management practices of the Company. The Committee meets periodically and reviews the potential risks associated with the Company's business and discusses steps taken by the management to mitigate the same. The Board of Directors reviewed the risk assessment and procedures adopted by the Company for risk control and management and is of the opinion that there are no risks which may threaten the existence of the Company. The terms of reference of the Risk Management Committee and activities of the Committee during the year is elaborated in the Corporate Governance Report.
RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualisation of Data Centre.
B. Technology Absorption:
Effort made towards technology absorption: Your Company continues to use the latest technologies for improving the quality of services it offers. Digitalisation and adoption of cloud technology, virtualisation and mobility resulted in better operational efficiencies and Turnaround Time (TAT). Business Intelligence (BI) and Analytics facilitate key decisions and improves process efficiency. During the Pandemic, your company has seamlessly and securely shifted to Work from Home model and have been able to provide all Employees with relevant technology tools and connectivity to carry out the work without any interruption.
Import of Technology:
The Company has not imported any technology during the year.
C. Expenditure on Research and Development:
Since your Company is involved in the Wholesale Distribution of Technology Products, there is no expenditure incurred on research and development.
OTHER LAWS
Your Company has constituted Internal Complaints Committees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from
Foreign Exchange earnings and outgo
The details of Foreign Exchange earnings and expenditure during the year are given below:
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Earnings in Foreign Currency:
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Particulars
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' in Crores
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Rebates & discount
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102.27
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Dividends from overseas subsidiaries
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412.97
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FOB value of Exports
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15.50
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Others
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0.55
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Total
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531.28
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Expenditure in foreign currency:
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Particulars
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' in Crores
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CIF value of imports
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4,328.89
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Foreign Travel
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0.95
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Director's Sitting Fee
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0.10
|
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Director's Commission
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0.70
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Others
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11.67
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Total
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4,342.26
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the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. Adequate workshops and awareness on the policy is also created by implementing learning modules to the employees. During the year under review the company has not received any complaints pertaining to Sexual Harassment.
FOREIGN EXCHANGE MANAGEMENT ACT, 1999
The Company is in compliance with the Foreign Exchange Management Act, 1999 and the Regulations made thereunder with respect to downstream investments made in its subsidiaries.
ACKNOWLEDGMENT
Your Directors take this opportunity to gratefully acknowledge the co-operation and support received from the shareholders including the principal shareholders, suppliers, vendors, customers, bankers, business partners / associates, channel partners, bankers, financial institutions, Regulatory / Government authorities to the Company. The Directors record their appreciation for the contributions made by employees of the Company, its subsidiaries and associates, for their hard work and commitment, towards the success of the Company. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.
On behalf of the Board of Directors J. Ramachandran
Place: Chennai Chairman
Date: May 16, 2023 DIN: 00004593
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