To the Members,
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:
Rs 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 |
Tax Expense |
243.33 |
150.75 |
394.08 |
198.49 |
109.00 |
307.49 |
Minority Interest |
- |
46.83 |
46.83 |
- |
34.96 |
34.96 |
Profit after Tax |
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 Rs
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
Rs 17.82/- for the financial year under review as compared to Rs 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 Rs 7.20 per equity
share (i.e., 360% of the face value) as against Rs 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 Rs 562.78 Crores as compared to Rs 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://redinatonaroup.com/wp-content/
uploads/2023/06/Dividend-Distribution-Policv.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 Rs 156,31,21,542 /- with the face value of Rs 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 JOINTVENTURES
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 overtwo 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 forthe acquisition of 28,88,086 equity shares
of Rs 10/- each. The Company has incorporated Redserv Global Solution Limited, a wholly
owned subsidiary on January 21, 2022 and has invested Rs 2,50,00,000/- in for the
acquisition of 25,00,000 equity shares of Rs 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://redinatonaroup.com/fmancial-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://redinatonaroup.com/wp-content/
uploads/2023/05/Policv-on-dealina-with-Material-subsidiaries- fmal.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 underthe 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 U9 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://redinatonaroup.com/ wp-content/themes/redinaton/assets/imaaes/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://redinatonaroup. com/wp-content/uploads/2023/05/Familiarisation-
Proaramme-2022-23-1.pdf
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship ortransactions 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) in 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) that 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 Flaskins & 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 forthe financial yearended 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 non- filing 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 U3(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://redinatonaroup. 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://redinatonaroup.com/
wp-content/themes/redinaton/assets/imaaes/pdf/corporate-aovernance/NOMINATION-AND-REMUNERATION-POLICY.pdf
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required
underSection 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 t2/- 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 Rs 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, forthe
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://redinatonaroup.com/wp-content/uploads/2023/05/
REDINGTQN-RPT-Policv-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://redinatonaroup.com/wp- content/uploads/2023/06/CSR-Policv-Redinaton-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://redinatonaroup.com/wp-content/uploads/2023/05/ Whistle-Blower-Policv-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 I EPF. 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 2014-15which
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 orTribunals which would impact the going concern status of the Company.
NO PENDING PROCEEDING UNDERTHE 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 (Bl) and
Analytics facilitate key decisions and improves process efficiency. During the Pandemic,
your company has seamlessly and securely shifted to Work from Flome 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.
Foreign Exchange earnings and outgo
The details of Foreign Exchange earnings and expenditure during the
year are given below:
Earnings in Foreign Currency:
Particulars |
Rs in Crores |
Rebates & discount |
102.27 |
Dividends from overseas
subsidiaries |
412.97 |
FOB value of Exports |
15.50 |
Others |
0.55 |
Total |
531.28 |
Expenditure in foreign currency:
Particulars |
Rs in Crores |
ClF value of imports |
4,328.89 |
Foreign Travel |
0.95 |
Director's Sitting Fee |
0.10 |
Director's Commission |
0.70 |
Others |
11.67 |
Total |
4,342.26 |
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
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 |
|