Annual Report 2 0 0 1 - 2 0 0 2: Relaxo Footwears Limited

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ANNUAL REPORT 2001-2002
RELAXO FOOTWEARS LIMITED
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Quality Policy
We, at Relaxo are Committed to Provide Consistent, Value Added Quality Footwear and Services to Satisfy our Customers through Continual Improvement and Innovation.
Quality par excellence
BOARD OF DIRECTORS R. K. DUA Managing Director M. L. DUA Whole Time Director NIKHIL DUA Director G.C. RASTOGI Director S.K. SAPRA Director DGM (FINANCE) & COMPANY SECRETARY
SANJAI MAHESHWARI
AUDITORS
GUPTA & JHUNJHUNWALA Chartered Accountants, 9, Darya Ganj, New Delhi-110 002
BANKER
CANARA BANK Rajouri Garden, New Delhi-110027
SHARE TRANSFER AGENTS

MCS LIMITED Srivenkatesh Bhawan, 212-A, Shahpurjat (Behind Panchsheel Club), New Delhi-110 049
REGISTERED OFFICE
RELAXO FOOTWEARS LIMITED 316-319, Allied House, Inderlok Chowk, Old Rohtak Road, Delhi-110035
WORKS
- Plot No. 326 & 327, MIE Bahadurgarh, Haryana - A-1130& 1130 (A) RIICO Industrial Area, Phase-Ill Bhiwadi Rajasthan
CONTENTS * Directors'Report
PAGE 3-7
* Corporate Governance Report

* Auditors'Report * Balance Sheet * Profit & Loss A/c * Schedules * Accounting Policies & Notes on Accounts * Balance Sheet Abstract * Statement of Cash Flow , , ,
8-11
12-13 14 15 16-22 23-29 30 31
* Secretarial Standards - SS1 & SS2

* Management Discussion and Analysis Report
32
33-36
* Shareholders'Information
37-40
DIRECTORS' REPORT
Dear Shareholders, Your Directors are pleased to present the Eighteenth Annual Report and Audited Accounts for the Financial Year 2001-2002. I. FINANCIAL RESULTS
The key highlights of the financial results for the year 2001-2002 were as follows: (Rs in lacs) Particulars Total Income Total Expenditure Profit before Depreciation & Tax Depreciation Profit before tax Extraordinary losses due to fire Provision for Taxation Profit after Tax Add:- Balance in P&LA/c Add (less): - Prior period adjustment Amount available for Appropriation Appropriation: Proposed Dividend Tax on proposed dividend Transfer to General Reserve Balance carried to Balance Sheet 2. OPERATION 2001-2002 15,157.41 14,287.18 870.23 243,95 626.28 3.61 216.07 406.60 321.35 (.68) 727.27 2000-2001 14,052.36 12,996.29 1056.06 146.21 909.85 49.02 175.00 685.83 290.36 5.99 982.19
90.01
400.00 237.26
90.01 9.18 500.00 383.00
The turnover of the Company for the year was Rs. 15015.10 Lacs as against Rs. 14009.37 Lacs in the previous year showing an increase of 7.18 %. However the profit for the year after provision of tax is Rs 406.60 lacs which was lower by 40.71 % as compared to previous year's profit after tax of Rs 685.83 lacs. The decrease in profit was on account of additional provision of depreciation of Bhiwadi project, additional liability of tax on account of deferred tax provision and increase in advertisement and finance charges of the Company and provision for doubtful debts. 3. DIVIDEND
Your Directors recommend dividend @ 15% on the equity shares of the Company for the year ended 31 st March, 2002. The Finance Bill 2002 which was presented on 28th February, 2002 had introduced a provision, making dividend subject to tax in the hands of recipients. Considering the interest of small investors and based on performance of the first three quarters ,the Board proposed to declare an interim dividend of 15% on equity shares. However subsequently on SEBI's directives that the notice of the record date must be for a minimum period of 30 days, in compliance with listing agreement, the Board withdrew its proposal to pay the interim dividend. 4. CAPITAL EXPENDITURE
As at 31st March, 2002, the gross fixed assets stood at Rs 4858.27 lacs and the net fixed assets at Rs 4178.41 lacs. Additions during the year amounted to Rs 2705.29 Lacs which also includes a sum of Rs 854.40 lacs transferred from Capital Work in progress. 5. INSURANCE CLAIM
During the year, your Company received a sum of Rs 917 lacs from Insurance Company on account of losses of Capital assets and Inventories due to fire. There is a nominal shortfall of Rs 3.61 lacs in receipt of insurance claim vis-a-vis provision in the books of accounts which has been charged to profit & loss Account as Extra Ordinary Losses.
DIRECTORS' REPORT
6. AUDITORS
M/s Gupta &Jhunjhunwala, Chartered Accountants,Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting of the Company.They are eligible for re-appointment and the Certificate U/S 224 (IB) has been received from them confirming that their appointment, if made, will be within the specified limits.The Board of Directors recommend the re-appointment of the Auditors to hold office of the Auditors from the conclusion of the 18th Annual General Meeting upto the conclusion of the 19th Annual General Meeting of the Company, 7. AUDITORS' REPORT
The observations of the Auditors on the Accounts for the year under report have been suitably explained in the notes to Accounts and do not require any further clarification. 8. FIXED DEPOSITS Companies Act, 1956 during the
The Company has not raised any money by way of Fixed Deposits under Section 58A of the year under review. 9. DIRECTORS
Mr. P .P. Mukherjee resigned as Director of the Company with effect from 1st April, 2002. The Directors record their appreciation of the valuable services rendered by Mr. R P. Mukherjee during his long association with the Company. Shri Nikhil Dua retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. 10. LISTING OF SECURITIES OF COMPANY The equity shares of the Company are listed at the Stock Exchange of Delhi (Regional), Mumbai, Ahmedabad, Chennai & Jaipur and the listing fee for the year 2002-2003 have been paid. 1 1 . CORPORATE GOVERNANCE Your Directors reaffirm their commitment to the Corporate Governance Standards prescribed by the Securities Exchange Board of India (SEBI).This Annual Report carries a section on Corporate Governance and benchmarks your Company with the SEBI code on Corporate Governance.Your Company's Statutory Auditors'Certificate dated 31st July ,2002 in line with Clause 49 of the Stock Exchange Listing Agreement, is annexed to and forms part of the Directors' Report as Annexure -A. 12. DIRECTORS7 RESPONSIBILITY STATEMENT Pursuant to requirement under Section 2I7(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts for the financial year ended 31st March, 2002, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 year and of the profit or loss of the Company for the year under review; that the directors had 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; that the directors had prepared the Accounts for the financial year ended 31 st March, 2002 on a going concern basis. The following Accounting Standards were not applicable to the Company during the year under review occurrence of events and transactions covered under the scope of these Accounting Standards: AS-14 AS-17 AS-19 AS-21 AS-23 : Accounting for amalgamations. : Segment Reporting. : Accounting for lease. : Consolidated Financial Statements. : Accounting for investments in Associates in Consolidated financial statements. due to non
DIRECTORS' REPORT
13. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGSAND OUTGO: A. CONSERVATION OF ENERGY
Your Company is not covered by the Schedule of Industries under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, requiring furnishing of information regarding conservation of energy. However the Company is of the opinion that energy conservation is a continuous programme and accordingly Company has laid emphasis on creating awareness amongst employees for improving efficiency of the machinery and equipments.This has enabled the Company to not only reduce energy consumption, but also result in increase in the production. B. 1. RESEARCH AND DEVELOPMENT Specific areas in which R & D carried out by the Company: Import substitution of various components and spares Product/Process improvement and development Pollution control & Quality improvement Waste recycling Benefits derived as a result of R & D: Improvement in quality and new product/process developments. Future plan of Action: -Continuous development of products and processes. -To continue R & D work to achieve excellence in Footwear Industry. Expenditure on R & D: No separate Account of the expenditure incurred on R & D has been maintained. TECHNOLOGY ABSORPTION,ADAPTATION & INNOVATION a) Efforts made towards technology absorption, adoption & innovation: - Introduction of Weather resistant footwear range. - Introduction of Light weight footwear. - Technical training & development programmes to employees. b) Benefits derived as a result of the above efforts: - Better market acceptance. - Improvement in quality. - Reduction in process cycle time. - Reduction in wastage & process losses. - Reduction in overall energy consumption. In case of imported technology (imported during the last five year reckoned from the beginning of the financial year): a) c) d) Technology imported Has technology been fully absorbed If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action. -NA-NA-NA-NA-
2. 3.
4 C
b) Year of import
D.
FOREIGN EXCHANGE EARNING AND OUTGO There was no foreign exchange earnings during the year under review. The Company has however incurred a sum of Rs.5,1 5,75,140 /- on import of capital goods, and a sum of Rs.2,06,19,962 /- on import of raw materials and Rs.20,17.067/- on foreign travelling of Directors/ officials of the Company.
DIRECTORS' REPORT
14. HUMAN RESOURCES MANAGEMENT & INDUSTRIAL RELATIONS Human Capital is one of the key elements to attain competitive advantage and an effective tool for creation of shareholders' value.Your Company's human resource philosophy aims at nurturing an organisational culture that respects people, empowers and enables them to deliver high quality performance and rewards talent During the year the following human resource initiatives were implemented in your Company: Incentive scheme, based on production potential. Performance linked remuneration/increment/promotion to officers/staffs. Identification of best performer in each group and suitable reward and recognition to him. Development of multi skills in workers / staffs. Introduction of concept of rotation of job and duties amongst staff.
15. ENVIRONMENTAND SAFETY

Adequate measures for safeguarding safety and health of employees and labourers were installed at the plants of the Company. The Company has also installed fire fighting equipments at all the manufacturing plants and workers/staffs were trained to handle these equipments effectively in case of any disaster.There was no major accident during the year. 16. QUALITY MANAGEMENT Your Company has been sucessfully certified for ISO 9001-2000 by B.S.I, during the year. This certification enables an organisation to improve product quality and enhance productivity. This assessment will signify your Company's capability to manage and control manufacturing process and demonstrates the philosophy that quality is business value that Company constantly plans to deliver to its customers. 17. PARTICULARS OF EMPLOYEE INTERMS OF SECTION 217(2A) OFTHE COMPANIES ACT, 1956. Name Qualification Age (Yrs.) Designation Date of Commencement Experience (Yrs.) Gross Remuneration (Rs.) Last Employment M. L Dua B.Sc 53 Whole Time Director 01.04.94 30 26,80,505 Relaxo Rubber Ltd.
NOTES
1. 2. 3. 4. Remuneration includes salary,commission and taxable perquisites. Remuneration to Whole Time Director is as per the provisions of Schedule XIII of the Companies Act, 1956. Mr.M.L.Dua, Whole Time Director is the relative of Mr. R.K.Dua, Managing Director of the Company. Nature of employment is contractual.
18. APPRECIATION The Directors place on record their sincere appreciation for the valuable assistance and support extended to the Company by various Agencies of Government and Canara Bank, the main banker of the Company. Your Directors place on record deep appreciation of commitment and contribution of your Company's employees. Your support as Shareholders is greatly valued.Your Directors thank you and look forward to your continuing support.
By and on behalf of the Board of Directors
Date: July 31, 2002 Place : New Delhi
R.K.DUA Managing Director
M.LDUA Whole Time Director
AUDITORS' CERTIFICATE
To, the Members of

We have examined the compliance of conditions of Corporate Governance by RELAXO FOOTWEARS LIMITED for the year ended as on 3 1st March 2002, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of the condition of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation 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 the opinion on the Financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by Shareholders/Investors Grievance Committee. We state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or the effectiveness with which management has conducted the affairs of the Company.
FOR GUPTA & JHUNJHUNWALA Chartered Accountants
Place : New Delhi Date : July 3 1, 2002
MUKESH DUA Partner
CORPORATE GOVERNANCE REPORT 2001-02

I (A) CORPORATE PHILOSOPHY: The Company has a firm conviction term value.The Company's Policies its obligations to shareholders.The all sphere.The Company continuously 1. 2. 3. 4. that good corporate governance is a pre- requisite for enhancing Shareholders' long and practices are aimed at efficient conduct of business and in effectively meeting Company follows the principles of transparency, professionalism and accountability in endeavours to improve and excel in these areas.The Company believes in the following:
Honest and fair dealing with Customers, Shareholders, Suppliers, Employees and all other Agencies associated directly or indirectly with business operations. That the fruit of growth, success and prosperity are to be shared by all concerned i.e., the Company, Shareholders, Customers and Employees. Professional, disciplined and fearless working at all levels by promoting individual initiative and drive in all the areas where it can lead to better results or improved economical performances. That the essence of success lies in team work and team building. It discourages strongly any efforts towards breaking/ hindering team function. Value addition to products in terms of quality and durability for the satisfaction of its valued customers. Nurturing Human Resources by integrating their individual growth with the growth of the Company. That people who work solely for money, seldom get money; but people who work with commitment, dedication and sincerity, money automatically comes to them.
5. 6. 7.
(B) CORPORATE ETHICS:

Relaxo Group has a clearly defined document, which serves as a guide to each employee on the values, ethics and business principles expected of him or her. The ethical policy sets forth, inter alia 1. 2. 3. 4. 5. & 7. & 9. 10. Fair Competition. Adopting Value based Strategies and Risk based Management. Better disclosure norms. Transparent dealing with Customers, Suppliers, bankers and outside parties. Effective & continuous shareholder communication. Reward shareholders adequately through Dividend, Bonus and Capital appreciation. Concern for Health, Safety & Environment. Political Non-Alignment. Strict regulatory compliance. Ethical code of conduct.
II
BOARD OF DIRECTORS -AS ON 31.03.2002
Composition and Category of Directors Sr.No

Category Promoter and Executive Directors Non Executive Director Independent and Non Executive Directors Name of Directors Mr R.K Dua, Managing Director Mr M.LDua, Whole time Director Mr Nikhil Dua
MrP.P.Mukherjee Mr G.C.Rastogi Mr S.K. Sapra Attendance of Directors at the Meeting of Board of Directors held during the Financial year 2001 -02 and the last Annual General Meeting (AGM) held on September 14 , 2001 are as follows :
CORPORATE GOVERNANCE
Details of Meeting of Board of Directors held during the year 2001-2002 :

Sr. No. I. 2. 3. 4. 5.
Date 28.04.01 31.07.01 11.08.01 29.10.01 23.01.02
No. of Directors Present 05 05 06 06 06 No of Board Meeting attended Attendance at the AGM

Present Present Present Absent Present Absent Present
Name of Directors Mr RX.Dua Mr M.LDua Mr Nikhil Dua Mrs Usha Dua Mr P.P. Mukherjee Mr G.C. Rastogi Mr S. K. Sapra
05 05 05 02 05 03 03
III.
A
COMMITTEES OF BOARD OF DIRECTORS AUDIT COMMITTEE
The Company has constituted an Audit Sub Committee in the year 2001. The broad terms of reference of the Audit Committee were to review reports of internal Auditor and discuss the same with the internal Auditors periodically, to meet Statutory Auditors to discuss their findings on Accounts and related matters. The scope of the activities of the Audit Committee include the areas prescribed by clause 49 II (D). The audit Committee has been granted powers as prescribed under clause 49 II (C). The Company has complied with the requirements of clause 49 II (A) as regards the composition of the Audit Committee. The Chairman of the Audit Committee, Mr. G.C. Rastogi was not present at the Annual General Meeting of the Company held on Sept. 14, 2001 due to unavoidable reason of cancellation of his flight from U.S.A. due to terrorist strike on world trade tower in U.S.A on September I 1,2001. The composition of the Audit Committee and the details of meetings attended by the Directors are given below. Constitution Composition, Name of members & Chairman Constituted by the Board of Directors at its Meeting held on July 31, 2001. Consists of Three Independent Directors as under : 1. Mr G.C.Rastogi, Chairman 2. Mr Nikhil Dua 3. Mr S.K. Sapra
DETAILS OF MEETING OF AUDIT COMMITTEE HELD DURING THE YEAR 2001-2002 : S.N. 1. 2. 3. NAME OF MEMBER Mr G.C. Rastogi (Chairman) Mr S. K.Sapra Mr Nikhil Dua STATUS Non executive & Independent Director Non executive & Independent Director Non executive Director NO. OF MEETING ATTENDED
3
CORPORATE GOVERNANCE
(B)
SHAREHOLDERS/ INVESTORS' GRIEVANCE COMMITTEE
A Shareholders' Grievance Committee was constituted in the year 2001 to specifically look into redressal of complaints like transfer of shares, non receipt of annual report etc. received from shareholders and improve the efficiency in investors service, wherever possible.
Constitution
Composition, Name Of members and Chairman
Constituted by the Board of Directors at its Meeting held on July 31, 2001.
: Consists of Three Independent Directors as under : 1. Mr G.C.Rastogi .Chairman 2. MrR.K. Dua 3. MrS.K.Sapra
DETAILS OF MEETING OF SHAREHOLDERS' GRIEVANCE COMMITTEE HELD DURINGTHEYEAR 2001 -2002: S.N. 1. NAME OF MEMBER Mr G.C. Rastogi (Chairman) Mr R. K.Dua STATUS Non executive & Independent Director Executive / Managing Director Non executive & Independent Director NO OF MEETING ATTENDED
2.
3.
Mr S. K.Sapra
DETAILS OF REMUNERATION PAID TO THE EXECUTIVE DIRECTORS FOR FINANCIAL YEAR 2001-2002.
Name of Directors Designation
Salary
(Rs.)
Mr R.K.Dua Mr M.LDua Managing Director Whole time Director 8,64,000 8,64,000
Perks (Rs.) 1,29,347 1,29,347
Commission (Rs.) 16,87,158 16,87,158
Total (Rs.) 26,80,505 26,80,505
IV
ANNUAL GENERAL MEETINGS
Details of last three Annual General meeting held: Particulars Day Date Time Venue F.Y 1998-99 Friday 24.09.99 9.30 AM Convention Hall, Jamia Hamdard, Hamdard Nagar M.B. Road, New Delhi F.Y 1999-2000 Friday 22.09.00 10.30 AM Convention Hall, Jamia Hamdard, Hamdard Nagar, M.B. Road, New Delhi F.Y 2000-01 Friday 14.09.01 10.30AM PHD Chamber of Commerce & industry, PHD House, Opposite Asian Games Village, New Delhi.
Whether Special Resolutions :a) Were put through postal ballot last year Details of voting pattern Person who conducted the postal ballot exercise
NO NA NA
10
b)
Are proposed to be conducted through postal ballot procedure for postal ballot
NO NA
V.
(I)
DISCLOSURES
Disclosure on the materially significant related party transaction i.e transactions of the company of material nature, with its promoters , Directors or the management their subsidiaries or relatives etc, that may have potential conflict with the interest of the Company at large : None of the transactions with any of the related parties were in conflict with the interest of the Company. Transactions with the related parties are disclosed in note no 1 1 of Schedule XII to the Accounts in the Annual Report.
(II)
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 the requirement of regulatory authorities on matters related to capital market during the last three years.
VI.
MEANS OF COMMUNICATION No, But published in the English & Regional Newspaper Published in the Economics Times, Financial express / Nav Bharat and Jansatta www.relaxofootwear.com
Half-yearly report sent to each household of Shareholders: Quarterly Result:
Web sites where quarterly results are displayed: Whether it also displays official news releases: The presentations made to the Institutional Investors or to the Analysts:
No
No
YES
Whether MD &A is a part of Annual Report or not:

VII. GENERAL SHAREHOLDERS INFORMATION
All the required information has been given in the" General Shareholders Information ." Appearing on page no. 37-40 of the Annual Report. VIII. NON-MANDATORY REQUIREMENTS The Company proposes to adopt the non-mandatory requirements given in Annexure-3 of clause 49 of the listing agreement in due course of time.
AUDITORS' REPORT
To the members of RELAXO FOOTWEARS LIMITED
1.
We have audited the attached Balance Sheet of RELAXO FOOTWEARS LIMITED as at 31 st March, 2002 and also the Profit and loss account for the year ended on that date annexed thereto. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that We plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors' Report) Order, 1988 issued by the Company Law Board in terms of section 227 (4A) of Companies Act, 1956, We enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable. Further to our comments in the annexure referred to in paragraph I above, we report that: (a) (b) (c) (d) (e) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of such books. The Balance Sheet and Profit and Loss Account of the Company referred to in this report are in agreement with the books of account. In our opinion and to the best of our information, the Balance Sheet and Profit & Loss Account comply with the Accounting Standards refered to Section 21 I (3C) of the Companies Act, 1956. On the basis of the written representations received from the Directors and taken on record by the Board of Directors, We report that none of the Directors is disqualified as on 31 st March, 2002 from being appointed as a Director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act,1956; In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account, read together with the Accounting Policies and Notes forming part of the accounts given in shedule XII give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2002; and In so far as it relates to the Profit and Loss Account of the profit of the Company for the period ended on that date. FOR GUPTA & JHUNJHUNWALA Chartered Accountants
2.
3.
4.
(f)
Place Date
: New Delhi : July 31,2002
MUKESH DUA Partner
ANNEXURETOTHE AUDITORS* REPORT OF RELAXO FOOTWEARS LIMITED FORTHE PERIOD ENDED 3 1ST MARCH, 2002 (REFERREDTO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE). 1. The Company has maintained complete records showing full particulars including quantitative details and situation of fixed assets.These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification. None of the fixed assets have been revalued during the year.
2.
12
AUDITORS' REPORT
3. As explained to us, the stocks of finished goods, raw materials, packing materials and goods in process have been physically verified by the management at reasonable intervals during the period. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of the business. In our opinion and according to the information and explanations given to us, the procedure of physical verification of the above referred stock followed by the management were found reasonable and adequate in relation to the size of the Company and nature of its business. As explained to us, there were no material discrepancies noticed on physical verification of the stocks of raw materials,stores and spares and finished goods, having regard to the size of the operations of the Company. In our opinion and on the basis of the our examination the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the previous year. The Company has not taken any loans, secured or unsecured from companies, firms and other parties required to be listed in the register maintained under Section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under (Sub Section 1B) Section 370 (IB) of the Companies Act, 1956. The Company has not granted any loans, secured or Unsecured to companies, firms and other parties required to be listed in the register maintained under Section 301 of the Companies Act ,1956 and/or to the Companies under the same management as defined under Sub-Section (I B) of Sectoin 370 of the Companies Act, 1956 . The Company has given loans or advances in the nature of loans to the employees and they are repaying the principle as stipulated and are also regular in payment of the interest. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business with regard to the purchase of raw materials, packing materials, finished goods, equipments and other assets and for the sale of goods. The price paid for raw material, finished goods purchased and service rendered during the year from the firms and companies in which directors are interested appears to be reasonable, as compared to the price of similar items supplied by other parties. As explained to us, the Company has a procedure for determination of unserviceable or damaged stores and raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined. No deposits within the meaning of Section 58-A of the Companies Act, 1956 have been accepted by the Company. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of scrap. The Company has no by-products. The Company has an adequate internal audit system commensurate with the size and nature of its business. 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( I )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained .We have not, however made a detailed examination of the records. According to the records of the Company, the Provident Fund dues and Employees' State Insurance dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts were payable and outstanding in respect of Income Tax, Sales Tax, Custom Duty and Excise Duty as on 31 st March, 2002 for a period of more than six months from the date they become payable. According to the information and explanations given to us, no personal expenses of Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice. The Company is not a sick industrial Company within the meaning of Clause (o) of sub Section (I) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985. In respect of the trading activity of the Company, as per the information and explanation given to us, the Company did not have any damaged goods . pQR GupJA & JHUNJHUNWALA Chartered Accountants Place : New Delhi Dated : July 31,2002 MUKESH DUA Partner
5. 6. 7.
8.
9. 10.
I I.
12.
13. 14. 15. 16.
17. 18.
19.
20. 21.
13
BALANCE SHEET AS AT 31ST MARCH, 2002

As at 31.03.2002 (Rs.) As at 31.03.2001 (Rs.)
Particulars SOURCES OF FUNDS SHAREHOLDERS' FUNUi Share Capital Reserves & Surplus LOAN FUNDS TOTAL APPLICATION OF FUNDS FIXED ASSETS Gross Block Less : Depreciation NET BLOCK CAPITAL WORK IN PROGRESS INVESTMENTS CURRENT ASSETS, LOANS &ADVANCES Inventories Sundry Debtors Cash & Bank Balances Loans & Advances LESS: CURRENT LIABILITIES & PROVISIONS Current Liabilities Provisions NET CURRENT ASSETS DEFERRED TAX LIABILITY(NET) (SEE NOTE NO 14) Accounting Policies & Notes on accounts TOTAL
Schedule
I || Ml
6,00,06,000 27,73,87,945
33,73,93,945 7,99,37,604 41,73,31,549
6,00,06,000 26,57,49,024
32,57,55,024 4,23,13,270 36,80,68,294
IV 48,58,26,66! 6,79,85,212 41,78,41,449 V VI 6,24,000 21,53,06,263 4,35,94,148
17.17,12,115
8,54,39,693
6,21,000
13,78,40,282 25,24,28,080
2,33,69,607 2t36,59,,356
9,66,39,960 14,64,66,506 1,39,73,036 I 1.29.73.438 37,00,52,940
VII
39,17,54,432 96 W323 40,14,48,255

3,58,49,070 (3,69,82,970) XII 41,73,31,549
24.98,38,462 99.18,992
25,97,57,454
1,02,95,486
36,80,68,294
AS PER OUR REPORT OF EVEN DATE FOR GUPTA & JHUNJHUNWALA Chartered Accountants MUKESH DUA Partner Place : New Delhi Date : July 31,2002 SANJAIMAHESHWARI D.G.M. Finance & Company Secretary
R.K. DUA Managing Director M.L. DUA Whole time Director
14
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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2002
For the year ended 31.3.2002 (Rs.) For the year ended 31.3.2001 (Rs.)
Particulars
Schedule
INCOME
Sales Other Income TOTAL EXPENDITURE Cost of Goods Sold Personnel Expenses Administrative, Selling & Other Expenses Finance Charges TOTAL Profit Before Depreciation Depreciation Profit Before Tax and extraordinary items Extra-ordinary items (see note no- 1 ) Profit Before Tax Less: Provision for current taxes Less: Provision for deferred taxes Profit After Tax Balance B/F from last year :Add/(Less) :- Prior period adjustments AMOUNT AVAILABLE FOR APPROPRIATION APPROPRIATIONS Dividend Tax on Dividend Transferred to General Reserve Surplus carried to Balance Sheet TOTAL Basic & Diluted Earning Per Share (Rs.) ( See Note no. 1 3) Accounting Policies & notes on accounts XII AS PER OUR REPORT OF EVEN DATE FOR GUPTA &JHUNJHUNWALA Chartered Accountants 90,00 900 4.00,00,000 2,37,26,183 7,27,27,083
3.39
1,50,15,09,521 1*2,3 1,376 1,51,57.40,897
1,40,09,37,467 42,98,292 1,40,52,35,759
VIII IX X XI
1, 13.73.40.537 7,25,00,334 17,91,88,395 3,91,89,071 1,42.87,18,337 8,70,22.560 2,43,94.982 6,26,27,578 3,60,753 6.22,66,82.5 44,35.000 i. 7 1.72,252 4,06,5957? 3.21,35.044 (67..S34) 3,20,67.510 7,27,27,083 2,90,36,328 5,99,384
1,07,20,91,298 5,46,39,074 14,40,30,935 2,88,67,992 1,29,96,29,299 10,56,06,460 1,46,21,430 9,09,85,030 49,01,606 8,60,83,424 1 ,75,00,000 6,85,83,424 2,96,35,712 9,82,19,136
90,00,900 9,18,092 5,00,00,000 3,83,00,144 9,82,19,136 9.35*
MUKESH DUA
Partner Place : New Delhi Date: July 31,2002
R.K. DUA
Managing Director
SANJAIMAHESHWARI
D.G.M. Finance & Company Secretary
15
M.L. DUA
Whole time Director
SCHEDULES
SCHEDULE - 1 SHARE CAPITAL
As at
Particulars
31.03.02
(Rs.)
As at 31.03.01
(Rs.)
AUTHORISED 2,00,00, 000 Equity Shares of Rs. 5/- each (Previous year 2,00,00, 000 Equity Shares of Rs. SI- each ) ISSUED, SUBSCRIBED AND PAID UP 1,20,01,200 Equity Shares of Rs. 5/-each fully Paid up (Includes 1,02,28,600 fully paid Bonus 6,00,06,000 6,00,06,000 Shares issued by Capitalisation of General Reserves & Securities Premium A/c (previous year -1,20,01,200 Equity Shares of Rs. 5/- each fully Paid up (Includes 1,02,28,600 fully paid Bonus Shares issued by Capitalisation of General Reserves & Securities Premium A/c ) TOTAL 6,00,06,000 6,00,06,000 JMIL2M??10,00,00,000
SCHEDULE-II
RESERVES AND SURPLUS

As at
Particulars
A.
31.03.02
(Rs.)
As at 31.03.01 (Rs.)
36,000
CAPITAL RESERVE (SHARE FORFEITURE A/C )
36,000
B. C.
SECURITIES PREMIUM ACCOUNT GENERAL RESERVE As per Last Balance Sheet
73.93.S98
73,93,598
2.2,6 1, 84,382 4,00,00,000 1 ,98, 1 0,7 i 8 24,63,73,664
17,61,84,382 5,00,00,000 22,61,84,382
Add transfer from Profit & Loss A\c less: Transfer to deferred tax liability (net) (see note no- 1 4)
D.
PROFIT & LOSS ACCOUNT Amount transferred from Profit & Loss Account Less : Donations TOTAL (A+B+C+D) 2,37,26,183 1,41,500 2,35,84,683 27,73,87,945 3,83,00,144 61,65,100 3,21,35,044 26,57,49,024
16
SCHEDULES
SCHEDULE - III LOAN FUNDS
As at
As at
31.03.01
Particulars
(A) SECURED LOAN
31.03.02
(Rs.)
(Rs.)
TERM LOAN * - FROM BANK - INTEREST ACCRUED AND DUE (B) WORKING CAPITAL LOAN-FROM BANK ** TOTAL
6,48,27,725
19,07,903 I,32,OJ,976 7,99,37,<
1,99,19,187 7,08,923
2,16,85,160 4,23,13,270
*Term Loan from Canara Bank is secured by first charge against equitable mortgage of Land and Building and hypothecation of Plant and Machinery at 326 & 327 M.I.E, Bahadurgarh (Haryana) & A-1 130 & I 130 (A), RIICO Industrial Area, Phase-Ill, Bhiwadi (Rajasthan). ** Working capital loan from Canara Bank is secured by charge by way of hypothecation of book debts and stock consisting of Raw Material, finished goods & work in progress in addition to charges by way of mortgage and hypothecation of immovable and movable properties situated at M.I.E-326 & 327, Bahadurgarh (Haryana) & A-1130 & 1130 (A), RIICO Industrial Area, Phase-Ill, Bhiwadi, ( Rajasthan) and futher guaranted by personal guarantees of three Directors Managing Director and Whole Time Director of the Company. including
17
SCHEDULE-IV FIXED ASSETS

GROSS BLOCK ASSETS
AS AT 1.04.2001
(Amount in Rupees) DEPRECIATION TOTAL AS ON 31.03.02 62,86,77 1 2,03,43,228 9,86,74,578

AS AT 1.04.2001
FOR THE YEAR
NET BLOCK TOTAL 31.03.02

_ AS AT 31.03.02 AS AT 31.03.01
ADDITION
DELETION*
DELETION
en n x rn a c r m
Land - Freehold - Lease Hold Building Plant & Machinery Moulds Computers Air Conditioner Plant Motor Vehicle Others Motor Vehicle Transport Furniture & Fixtures Electrical Fittings Office Equipments Wooden Structure Total CAPITAL WORK IN PROGRESS (Including Capital advances/ Incidental expenses) GRAND TOTAL PREVIOUS YEAR
62,86,77 1 2,03,43,228 4,48,57,054 5,38,17,524
62,86,771 2,03,43,228 9,28,40,082
62,86,771 4,14,85,600 9,99,66,129 27,79,143 52,17,854 1,93,395 53,41,253 1 3,08,9 1 1 12,93,983 35,10,814 39,88,266 3,39,996
33,71,454 2,70,93,120 27,68,876 27,20, 1 27 1 ,43,705 22,26,787 7,17,135 3,39,271 1 2,66,695 6,14,789 23,32,189 4,35,94,148
_
24,63,042 1,67,11,580 12,27,222 13,77,473 16,012 7,47,679 2,75,292 1 ,44,29 1 8,26,746 2,65,649 3,39,996 2,43,94,982
-
58,34,496
12,70,59,249 17,44,15,446 55,48,019 79,37,981 3,37,100 75,68,040 20,26,046 16,33,254 47,77,509 46,03,055 26,72,185 54,74,864 1 5,86,086
-
- 30,14,74,695 -
- 4,38.04,700 25,76,69,995 _ 3,918
U 0,22,883 95,24,067 3,37,100 82,34,262 29,45,749 27,96,9 1 1 1,50,94,339 64,19,893 26,72,185
39,96,098 40,97,600 1,59,717 29,74,466 9,92,427 4,83,562 20,93,441 8,76,520 26,72,185
70,26,785 54,26,467 1,77,383 52,59,796 19,53,322 23,13,349 1 ,30,00,898 55,43,373
6,66,222 9,19,703 11,63,657 1,03,16,830 18,25,838

-
9,000
-
21,53,06,263 27,05,29,398 8,54,39,693

-
9,000 48,58,26,66 1 8,54,39,693

* -
3,918 6,79,85,212 41,78,41,449 1 7, 1 7, 1 2, 1 1 5
8,54,39,693
30,07,45,956 27,05,29,398 26,51,07,217 9,20,61,050
8,54,48,693 48,58,26,661 5,64,22,311 30,07,45,956
4,35,94,148 3,19,55,174
2,43,94,982 1,46,21,430
3,918 6,79,85,212 41,78,41,449 25,71,51,808
29,82,456 4,35,94,148 25,71,51,808 23,31,52.043
*The Lease hold land measuring 11383 Sq. Mt. bearing plot No.A-1215 at Bhiwadi purchased from Bhiwadi Industrial Development Authority (BIDA) has not been registered in the name of the Company as the land has been acquired on deferred payment basis.The cost of the land includes Rs. 1,0! ,17,1671- being the cost of deferred payment outstanding at the end of the Balance Sheet date. * No write off has been made in respect of lease hold since the lease is granted for long period. ** The Addition of fixed assets includes Rs. 8,54,39,693 transferred during the year from capital work in progress in respect of Hawai Project at, A-1 130 & I 130 (A) RIICO Industrial Area, Phase-Ill, Bhiwadi (Rajasthan).
SCHEDULES
SCHEDULE -V Particulars 6,040 Equity Shares of Rs. IOO/- each of Relaxo Rubber Limited (previous year 6,040 equity shares of Rs.IOO/- each (includes 30 bonus shares ) INVESTMENT IN GOVT. SECURITIES : National Savings Certificates (pledged with Sales Tax Authorities ) TOTAL SCHEDULE -VI CURRENT ASSETS, LOANS AND ADVANCES
As at 31.03.02 (Rs.)
INVESTMENT (AT COST) (UNQUOTED)

As at 31.03.02 (Rs.)
As at 31.03.01 (Rs.)
6,01,000
6,01,000
23,000 6,24,000
20,000
6,21,000
Particulars
CURRENT ASSETS (i) Inventories (As taken, valued and certified by the management) Finished Goods Goods in Process Raw - Materials * Packing Materials TOTAL (ii) Sundry Debtors Exceeding Six Months -Unsecured-Considered good Exceeding Six Months -Unsecured -Considered doubtful Others** - Unsecured Considered good Less: provision for doubtful debts TOTAL (iii) Cash and Bank Balances a) Cash in hand b) Balance with Scheduled Banks c) Cheques in hand TOTAL LOANS & ADVANCES Advances recoverable in cash or in kind or for value to be received (Unsecured-considered good) Advances to Suppliers*** Loans**** Security Deposits Advance Tax and T.D.S.***** TOTAL GRAND TOTAL
As at 31.03.01 (Rs.)
8,42,76,618 2,11,44,745 3,09,20,541 14,98,378 \ 3,78,40,282 1,08,95,881 43,87,733 24,15,32,199 25,68, 1 5,8 13 43,87,733 25,24,28,080 6,96,058 1,34,04,328 92,69,221 2,33,69,607
6,69,25,675 80,76,663 2,05,74,964 10,62,658 9,66,39,960 90,00,973 13,74,65,533 14,64,66,506 14,64,66,506 12,59,409 67,44,102 59,69,525 1,39,73,036
27,11,908 1,28,05,664 8,28,946 73,12,838 2,36,59,356 43,72,97,325
9,41,98,191 1,02,10,296 12,17,746 72,59,573 87,632 11,29,73,438 37,00,52,940
Including goods-in-transit Rs. 1,04,18,391/- ( Previous Year Rs. 84,09,398/-) Includes Rs.62,40,826/- from a firm in which Directors are Partners (Previous Year Rs.NIL ) Includes Rs.1,43,524/-to a firm in which Directors are interested (Previous Year Rs. 13,60,264/-) Dues from the officers of the company Maximum amount outstanding during the year Rs. I.57.476/(Previous year - l,70,000/-)
After setting off provision of Income Tax
19
SCHEDULES
SCHEDULE -VII CURRENT LIABILITIES AND PROVISIONS
Particulars
A.
As at 31.03.02 (Rs.)
As at 31.03.01 (Rs.)
CURRENT LIABILITIES Sundry Creditors - Small scale industries - Others Advances from Customers Security deposits from Customers Other Liabilities Book- Overdraft with Scheduled Bank Liability for Deferred payment* TOTAL (A)
52,91,088 30,34,63,042 34,09,191 1,19,58,714 3,28,19,585 2.46,85.545 1,01,27,267 39,17,54,432
20,83,00,057 35,56,558 1,08,27,756 1,68,07,958 1,03,46,133
24,98,38,462
B.
PROVISIONS Taxation** Proposed Dividend Provision for Dividend Tax TOTAL (B) TOTAL (A+B) 6,92,923 90,00.900 96,93,823 40,14,48,255
90,00,900 9,18,092 99,18,992 25,97,57,454
* Includes Rs. 25,55,4807- on account of interest payable on deferred payment outstanding in respect of land purchased. ** After setting of Advance Tax & TDS.
20
SCHEDULES
SCHEDULE-VHI COST OF GOODS SOLD For the year ended 31.03.02 (Rs.)
Particulars
(A) TRADING
For the year ended 31.03.01 (Rs.)
Opening Stock Add : Purchases
6,66,40,737 75,59,56,680 82,25,97,417
7,72,59,126 79,53,77,600 87,26,36,726 6,66,40,737 80,59,95,989
Less : Closing Stock TOTAL (A)

(B)
7,39,67,634 74,86,29,783
MANUFACTURING Purchase of Semi Finished/Misc. goods. Raw Material Consumed Packing Material Consumed Manufacturing Expenses 11,82,037 29,69,22,315 5,05,08,953 6,36,89,577 41,23,02,882 Less:- (Increase)/ Decrease in the <tock of finished and semi finished goods TOTAL (B) TOTAL (A+B) (2,30,92,128) 38,92,10,754 1,1 3,78,40,537 (3,16,29,443) 26,60,95,309 1,07,20,91,298 3,90,048 21,79,38,965 3,77,49,917 4,16,45,822 29,77,24,752
SCHEDULE -IX
PERSONNELEXPENSES
For the year ended
Particulars
Salaries, Wages, Bonus & Allovnces Contribution to Provident & OtJr Funds Employees' Welfare TOTAL
31.03.02
(Rs.)

4,88,57,703 48,09,078
6,35,14,876 62,90,217 26,95.24! 7,25,00,334
9,72,293 5,46,39,074
21
SCHEDULES
SCHEDULE -X Particulars Rent Insurance Travelling & Conveyance Advertisement & Gift Scheme Audit Fees
Tax & Fee
ADMINISTRATIVE, SELLING AND OTHER EXPENSES For the year ended 31.03.02 (Rs.) 96,85,108 20,11,925 1,07,84,331 9,58,21,676 1,33,350 4,53,638 3,12,60,912 28,43,136
For the year ended 31.03.01 (Rs.) 80,59,646 12,17,367 81,17,731 8,31,12,525 1,28,625 4,77,762 2,19,54,212 19,44,697 6,66,751 _ 1,83,51,619 14,40,30,935
Sales Promotion & Incentives Repairs & Maintenance Pre - operative Expenses written off Provision for doubtful debts Other Expenses TOTAL
43,87,733 2,18,06,586 17.91,88,395
SCHEDULE-XI
FINANCE CHARGES For the ye,r ended 1.03.02 (Rs.) 2 il8,547 2,18)7,129 1,52,9,395 3,91,8,071 For the year ended 31.03.01 (Rs.) 9,13,682 1 ,92,75,432 86,78,878 2,88,67,992
Particulars Bank Charges Cash Discount Interest TOTAL
22
SCHEDULE-XII A.
ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ACCOUNTING POLICIES
1.
Accounting Convention
The Accounts have been prepared under the historical cost convention and in accordance with Accounting Standards prescribed u/s 21 I (3C) of the Companies Act, 1956.
2. 3.
Fixed Assets
All the fixed assets have been valued at cost less depreciation.
Depreciation
Depreciation has been provided on Straight Line Method at the rates prescribed in Schedule XIV of the Companies Act, 1956 on pro-rata basis for the period of use. The value of lease hold land is not amortised as the lease has been granted for long period. Inventories Inventories are valued as under : Raw Material and Packing Material at cost on FIFO Method. - Work in process on raw material cost as increased by estimated production overheads keeping in account the stage of process. Finished Goods at cost or realisable value, whichever is less. - Claim goods valued at realisable value. - Stores, tools and spare parts are treated as consumed during the year of purchases.
4.
5.
Treatment of Expenditure During Construction Period

Incidental Expenditure during construction period is included under capital work-in progress and the same is allocated to the respective fixed assets on completion of construction.
6.
Borrowing Costs
Borrowing Costs that are attributable to the aquisition, construction or production of qualifying assets are capitalised as part of cost of such assets. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale .All other borrowing costs are recognised as an expense in the period in which they are incurred.
7.
Amortisation
Preliminary expenditure, relating to new projects are amortised over a period of six years from the date of commercial production as preoperative expenses. Retirement Benefit Contribution to Provident Fund are accounted on actual liability basis.The Company has taken master policy of group insurance scheme in respect of gratuity.The premium paid/payable as determined based on actuarial valuation carried out by L I C is debited to profit and loss Account on actual payment basis. Leave Encashment is accounted for on actual payment basis.
&
9.
Revenue Recognition
Sales are net of trade discounts . Other items of revenue are recognised in accordance with the Indian Accounting Standard (AS-9)issued by the Institute of Chartered Accountants of India .
10.
Research & Development

Research & development cost (other than the cost of fixed assets acquired) are charged in the year in which they are incurred.
11.
Prior Period & Extra-ordinary items

Prior period as well as Extra ordinary items having material impact on the financial affairs of the company are disclosed separately.
12.
Tax on Income
Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provision of Income Tax Act 1961. Deferred tax is recognised on timing difference between the accounting income and taxable income for the year and quantified using the tax rates and law enacted availed as on the Balance Sheet date. Deferred tax Assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.
13.
Foreign currency transactions

Transactions in foreign currency are accounted at rates prevailing on the date of transactions. The company has not taken any forward exchange cover in respect of its overseas transactions during the year.There are no foreign currency assets and liabilities as on Balance Sheet Date.
23
B. 1.
NOTES ON ACCOUNTS Loss of Rs. 3.61 lacs on account of settlement of insurance claim has been written off in the Profit & Loss account as extraordinary items in accordance with Accounting Standard 5 issued by the Institute of Chartered Accountants of India. (Previous year-Rs. 49.01 Lacs). Contingent Liabilities :i Letter of credit outstanding (opened with bank for purchase of raw material and capital goods) Rs NIL (Previous Year Rs. 3,01,77,2907-) ii Bank Guarantee Aggregating to Rs.8,46,600/- Given to various Authorities on behalf of others (Previous Year-7,78,0007-) iii Estimated amount of contract remaining to be executed on capital account and not provided for amounted to Rs.NIL (Previous Year-RS. I 116.27 Lacs) iv. The Company has executed surety bonds in favour of sales tax assessing Authorities on behalf of suppliers of materials aggregating to Rs. 4.30 lacs. ( Previous year Rs. 5.52 lacs) v Claims against the Company not acknowledged as debts: a) The block assessment for last ten years from assessment year 1991 -92 to 2000-2001 (upto 28.04.2000) under section 158- BC of the Income Tax Act, 1961 has been concluded. The Income tax Department has raised a demand of Rs. 3,41,7667- against which the Company is in the process of filing an appeal with Appellate Authorities hence no provision has been made. b) Regular Income Tax Assessment has been completed upto Assessment Year 1999-00.The Income Tax Department has raised a demand of Rs. 5,68,7307- for the Assessment Year 1999-2000 .The Company has filed an appeal with Appellate Authorities which are pending disposal and hence no provision has been made . c) Sales tax liabilities of Rs. 55.93 Lacs may arise in respect of the sales tax, if exemption is not granted for unit at 326, MIE Bahadurgarh (Haryana) which the Company has applied to the Industries Department, Haryana and is pending for disposal. d) House tax demand of Rs. 1.17 Lacs was raised by Municipal Committee, Bahadurgarh for unit 327.MIE, Bahadurgarh, which has been contested by the Company. e) Second charge on the land, Building and Machinery has been created in favour of Director of Industries (Haryana) for investment subsidy sanctioned in Unit 327, M.I.E, Bahadurgarh, the amount of which has not been yet disbursed to the Company.
2.
3.
Managerial Remuneration Paid/Payable for the Year ended 31.03.2002 (Excluding contribution to Gratuity Fund on actuarial basis) Particulars For the year ended 3 1.03.02 (Rs.) (7,28,000 33,74,316 2,07,360 51,334 13,500 53,74,510 For the year ended 31.03.01 (Rs.) 17,28,000 43,09,225 2,07,360 21,600 3,500 62,69,685
Salary Commission Contribution to P.F Value of Perquisites (Evaluated under Income Tax Rules) Sitting fees TOTAL
24
Computation of Net Profit as per Section 349 read with Section 309(5) and Section 198 of The Companies Act, 1956. For the year ended Particulars NET PROFIT Add: Managerial Remuneration Depreciation as per books * Loss on sale/retirement of Fixed Assets as per books Profit on sale/retirement of Fixed Assets U/S 350 of the Companies Act. 1956:Less : Depreciation U/S 350 of Companies Act, 1956 * Donation Loss on sale/retirement of Fixed Assets U/S 350 of the Companies Act. 1956:NET PROFIT Commission to Managing Director (2.5% of Net Profit) Commission to Whole Time Director (2.5% of Net Profit) TOTAL 53,61,010
31.03.02
(Rs.)
For the year ended 31.03.01
(Rs.)
8,60,83,424 62,66,185
6,22,66,825
53,61,010 6,76,27,835
62,66,185 9,23,49,609
1,41,500
61,65,100
1,41,500 6,74,86,335 16,87,158 16,87,158 33,74,316
61,65,100 8,61,84,509 21,54,613 21,54,612 43,09,225
* Pursuant to the Companies (Amendment) Act 2000, section 350 of the Act has been amended to provide that for the purpose of calculation of managerial remuneration , the amount of depreciation will be the same as provided in the Profit & Loss account of the Company. 4. Balances with Sundry Debtors, Creditors ind Advances from customers are subject to Confirmation. 5. Current Assets, Loans and Advances are at least of the value snown in the Balance Sheet 6. ADDITIONAL INFORMATION REQUIRED UNDER SCHEDULE VI OF THE COMPANIES ACT, 1956 (a.) Details as regard to the finished goods traded by the Company : OPENING STOCK Particulars Unit Footwears Pair SALES CLOSING STOCK PURCHASE
(Qty.)
(No.)
Value (Rs.)
(Qty.)
(No,)
Value (Rs.)
(Qty.)
(No.)
Value (Rs.)
(Qty.)
(No.)
Value (Rs.)
7,32,543 6,66,40,737 2,32,61,179 87,82,36,151 9,38,935 (10,05,963) (7,72,59,126) (2,59,96,368)(96,43.86,545) (7,32,543)
7,39,67,634* 2,34,67,571 75,59,56,680 (6,66,40,737) (2,57,22,948)(79,53,77,600)
* the figures includes Rs, l,59,358/- (PreviousYear Rs. 89,229/-) for the goods received back against claims, b) Capacities, Production, Sales and Stock of Manufactured goods:Installed Production Particulars Unit Capacity Per day (Qty.) (No.) Hawai Slippers Pair 1,72,000 (1,00,000) 2,23,42,197 (1,66,43,457) Opening Stock (Qty.) Value (No.) (Rs.) 14,202 (1,35,819) 2,84,938 Sales {Qty.) (No.) 2,18,41,389 Value (Rs.) 62,32,73,370 loss by fire (Qty.) Value (No.) (Rs.) Closing Stock (Qty.) Value (No.) (Rs.) 5,15,010
Nil
Nil
1,03,08,984 (2,84,938)
(20,80,815) (1,53,44,223) (43,65,50,922)
(14,20,851)
(2,66,15,076)
(14,202)
25
Notes : 1. 2. 3. C No Industrial Licence is required for manufacture of any of the products of the Company. Installed capacity has been certified by the management and relied upon by the Auditors being a technical matter. Figures of Previous Year are in brackets. Raw material consumed: Particulars Unit(Qty) (In. kgs) 25,55,136 5,60,275 6,16,336 For the year ended 31.3.2002 (Rs.) 10,15,17,982 3.62,51,595 4.64,17,222 1 1,27,35,516 29,69,22,315 Unit(Qty.) (In. kgs) 18,02,000 4,43,250 4,40,925 For the year ended 31.3.2001 (Rs.) 6,86,14,237 3,02,63,205 3,36,96,461 8,53,65,062 21,79,38,965
Raw Rubber EVA Synthetic Rubber Others TOTAL
D. Value of imported and indigenous materials consumed and percentage thereof For the year ended 31.3.2002
/
Particulars 8.01 91.99 100.00
For the year ended 31.3.2001 (Rs.) 1,60,37,009 20,19,01,956 21,79,38,965
Imported indigenous TOTAL
2,37.90,515 27,31.31,800 29,69,22,315
7.36
92.64 1 00.00
E. Expenditure in Foreign currency :For the year ended 31. 3.2002 (Rs.) For the year ended 31.3.2001 (Rs.)
- Capital Goods - Raw Material ii. Expenditure in Foreign Currency on technical Know-how, Royalty etc. iii. Amount remitted as dividend in foreign exchange iv. Travelling Expenses v. Other matters F. Earning in Foreign Exchange 7. &
i. Value of Imports made by the Company
5,15,75,140 2,06,19,962
Nil Nil
23,900 1,10,72,160
Nil
20,17,067 2,18,979
Nil
Nil 2,56,349 1,49,874

Nil
Prior period adjustment includes Rs.67,534 /- being provision of wealth tax for the assessment years 2000-2001 & 2001-2002 (Previous Year-Rs. 5,99,384/-). Provision of wealth tax for the current year of Rs. 35,000/- has been provided and included under the head provision for income tax of the current year.
26
9.
The Company is governed by the provision of section I 15 JB of the Income Tax Act, 1961 since the taxable income as per normal computation is nil.Accordingly provision of tax for the year has been made under the provision of minimum alternative tax. The Company operates predominantaly in a single business segment namely, production / trading of rubber footwears. Accordingly the disclosure requirement of Accounting Standard of India AS-17-Segment Reporting issued by the Institute of Chartered Accountants of India is not applicable. Related party relationships/transactions warranting disclosures Accountants of India are as under : 1) Names and relationship of the transatacting parties. Name Relaxo Rubber limited Relaxo Rubbers Relaxo International Nu-wave shoes Patel Oil Mills Marvel Polymers (Pvt.) Limited Lion Industries of India Shivam Enterprises Ram Saran Dass & Sons Export International Shree Krishna Casting (Pvt.) Ltd 2) Key management personnel & their relatives Relationship Associate company Associate concern Associate concern Associate concern Associate concern Associate company Associate concern Associate concern Associate concern Associate concern Associate concern under AS-18 issued by the Institute of Chartered
10.
11.
Name
Mr. Mukand Lai Dua Mr. Ramesh Kumar Dua Mr. Nikhil Dua Mr. P.RMukherjee Mr. G.C.Rastogi Mr. S.K.Sapra Relatives Mrs. Usha Dua Mrs. Lalita Dua Mr. Ritesh Dua Mr. Nitin Dua Mr. Guarav Dua Miss Sakshi Dua Master Rahul Dua Mrs. Garima Dua
Designation WholeTime Director Managing Director Director Director (upto 31.03.02) Director Director Relation Wife of WholeTime Director Wife of Managing Director Son of WholeTime Director Son of WholeTime Director Son of Managing Director Daughter of Managing Director Son of Managing Director Wife of Director
27
3) Related party transactions.
(Amount in lacs)
Transctions Sale of goods Purchase of goods Rent paid Rendering of service (job work) Receiving of service Guarantees & Collaterals given Dividend income Dividend paid to shareholder Payment of salary / perquisites Commision paid Sitting fees Misc. expenses Legal & prosessional charges Amount due to/from related parties Debit balance outstanding as on 31.03.2002 Outstanding receivable Associates 225.24 7,903.01 77.36
Key management personnel & relatives

17.90
-
Total 225.24 7,903.01 95.26
14.37 10.64
4.30
48.32
14.37 10.64
4.30
48.32 68.56
1.02 0.00 0.00 0.00 0.00 0.00
67.54
19.87
33.74
19.87
33.74
0.13
30.49
0.13
30.49
1.69
1.69
152.25
152.25
Credit balance outstanding as on 3 1.03.2002

Outstanding payable
2,284.26
2,284.26
12.The company has not entered into any non - cancellable lease, hence reporting as per AS 19-"Accounting for lease" does not arise. 13.Earning per share (EPS) computed in accordance with Accounting Standard-20 is as under :

Profit after tax No of share issued Earning per share- basic & diluted ^Weighted average 4,06,59,573
For the year ended 31.03.01 (Rs.) 6,85,83,424
1,20,01,200
3.39
1,20,01,200
9.35*
14.The Company has adopted Accounting Standard 22 (AS-22) namely "Accounting for taxes on income" which is mandatory with effect from 1st April, 2001.The details of deferred tax liabilities are as follows : I. The net deferred tax liability amounting to Rs.198.1 I lacs pertaining to the period prior to 1st April ,2001 has been adjusted against the general reserve in accordance with the transitional provision of AS-22 "Accounting for taxes on income" .Consequently ,the general reserve as at 1.04.2001 is lower by Rs. 198.1 I lacs. II. The Company has provided for deferred tax during the year.This change in policy has resulted in a provision for deferred tax liabilities of Rs. 171.72 lacs for the year and the net profit after tax is lower by a like amount.
28
III) Major components of deferred tax assets and deferred tax liabilities are as follow Particulars
(Amount in Rs.)
As at 3 1.03.2002 As at 3 1.03.2002 As at 3 1.03.2001 As at 3 1.03.2001 deferred tax assets deferred tax liabilities deferred tax assets deferred tax liabilities
Difference between book Value of depreciable assets as per Books of account and written down value for tax purposes. Unpaid statutory liabilities debited to profit & loss account Deferred revenue expenditure to the extent not debited to profit & loss account, but claimed as deduction for tax purposes. Other items giving rise to timing differences Total
3,71,54,868
1,98,76,682
1,71,898
-
65,964
-
1,71,898
3,71,54,868 Rs. 3,69,82,970 Rs. 1,71,72,252
65,964
1,98,76,682 Rs. 1,98,10,718
Net deferred tax liability Net incremental liability charged to profit & loss account 15.
16.
17. 18. 19.
Names of small scale Industrial undertakings to whom the Company owes any sum for more than 30 days are as follwos:(i) Loin Industries of India (ii) Export International (iii) Bansal Box & Corrugating Pvt Ltd. (iv) Shivam Enterprises. The above information is in respect of parties which could be identified as small scale and ancillary undertakings on the basis of the information available with the Company. Allocation of capital expenditure of Bhiwadi project to different Fixed Assets. As the Company commenced commercial production at plant situated at A I 130 & 1130 (A), RICCO Industrial area, Phase - III, Bhiwadi (Rajasthan) on 22nd August 2001, the capitalisation of various expenses are carried out in the following manner :i) The direct expenses on fixed assets are allocated to the respective Assets. ii) The indirect expenses incurred upto 21st August 2001, to the extent not allocated to any particular assets are apportioned on proportionate basis taking into consideration guidelines issued by the Institute of Chartered Accountants of India. iii) Fixed assets installed and put to use have been certified by the management and relied upon by the Auditors being a technical matter. Schedule I to XII form an integral part of Balance Sheet and Profit & Loss Account and have been dealt accordingly. Previous year figures have been recast/regrouped wherever necessary to make them comparable with current /t.v figures . All the figures have been rounded off to the nearest Rupee.
AS PER OUR REPORT OF EVEN DATE FOR GUPTA &JHUNJHUNWALA Chartered Accountants
MUKESH DUA
Partner Place : New Delhi Date: July 31,2002 SANJAIMAHESHWARI D.G.M. Finance & Company Secretary
29
R.K. DUA
Managing Director
M.L. DUA Whole time Director
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Registration Details State Code Balance Sheet Date Capital Raised During the year(Amount in Rs.Thousands) Rights Issue Private Placement Position of Mobilisation and Development of Funds (Amount in Rs. Thousands) Total Liabilities Sources of Funds Paid-up Capital Secured Loans Application of Funds Net Fixed Assets Net Current Assets Accumulated Losses IV. Performence of Company (Amount in Rs. Thousands) Turnover including Other Income Extra-ordinary Items Profit/Loss After Tax Dividend Rate(%) V. Generic Names Of Principal Products of the Company Item Code No. Product Description Item Code No. Product Description R.K.DUA Managing Director Place : New Delhi Date : July 31,2002 SANJAIMAHESHWARI DG.M. Finance & Company Secretary
M.L. DUA
Registration No. Day 31 Month 03 Year 2002
Total Assets
Reserve & Surplus Unsecured Loans
Investments Deferred Tax (Net)
Total Expenditure Profit/Loss Before Tax Earning Per Share(in Rs.)
Whole time Director
30
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2002
For the year ended
31. 03.02 (Rs.)

9,09,85,030
1,46.21,430 2,88,67,992 (2,39.064) 3,44,782 (61,65,100) 3,156 6,66,75 1 1 2,90,84,977 (49.0 1 ,606) 12,41,83,371 2,07,25,248 2,19,53,626 (9,85,84,212) (1,61.80.181) 4,90,33,998 (90,65,382) (2,88,67,992) 6,31,98,476 (5.40,81,280) (3,79,79,771) 5,34,36,698 20.000 2,39,064 _
A.
CASH FLOW FROM OPERATIVE ACTIVITIES : PROFIT BEFORE TAX AND EXTRA-ORDINARY ITEMS ADJUSTMENTS FOR Depreciation Financial Expenses Interest received Refund received from insurance co Dividend Received Donation (Profit)/loss on sale of Assets Misc. expenditure(Amortised) Operating Profit before extra-ordinary items Extra-ordinary items Operating Profit before working capital changes ADJUSTMENTS FOR Trade and Other receivables Inventories Other Current Assets Income / Wealth Tax Trade Payables Other Current Liabilities Financial Expenses Net cash flow from operating activities
6,26,27,578 2,43,94,982 3,91,89,071 ( I . I 0,490) (48.37,000) n. 4 1,500) (1.218) 12,1 1,26,423 (3.60,753) 12,07,65,670 (I 0,59.6! ,574) (4.; 2.00.322) 8,92,26,450 (37,21,979} 10.04,54,073 2, / 1,22,48$ (3.91,89,07.) 14,74,95,732 (27,05,29,398) 8,54,39.693 6,300 (3,000) 1,10,490 48,32,000 (18,0 1,43,9 IS) 3,76,24,334 (99, i 8.992) 2J7.05.342 (49,42.841) 36,26,903 (13,15,938)
B.
CASH FLOW FROM INVESTING ACTIVITIES : Purchased of Fixed Assets (lncrease)/decrease in Capital Work-in-Progress Fixed Assets sold / discarded investment Interest received Dividend received Net Cash used in investing activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from long term borrowings ( Net of repayments) Dividend paid Net cash from Financing activities Net increase in cash & cash equivalents Cash & cash equivalents at the beginning of the year Cash & cash equivalents at the end of the year
(3,83,65,289)
(2,05,53,650) (66,60,666) (2,72,14,316) (23,81.129) 60,08,032 36,26,903
C.
SANJAI MAHESHWARI
Place New Delhi Date July 31,2002 D.G.M. Finance & Company Secretary
R.K. DUA Managing Director
M.L. DUA
Whole time Director
AUDITORS' REPORT We have examined the above cash flow statement of Relaxo Footwears Limited for the year ended 31st March.2002 .The above statement has been prepared by the Company in accordance with the requirment of Clause 32 of the listing Agreement with the Stock Exchange and is in agreement with the corresponding Profit & Loss Account and the Balance Sheet of the Company .
for GUPTA & JHUNJHUNWALA

Place : New Delhi Date: July 31,2002
31
Chartered Accountants MUKESH DUA Partner
SCRETARIAL STANDARDS
I. SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS - SS I
The Council of the Institute of Company Secretaries of India issued the Secretarial Standard - I (SS-I) effective from 13th December, 2001.The SS-I prescribes a set of principles for the convening and conduct of meetings of the Board of Directors and matters related thereto. At present the Secretarial Standard is recommendatory, however as a proactive measure, the Company is giving necessary disclosures of compliance of the standards, in the following :The Company has complied with the prescribed set of principles regarding: I. Z 3. 4 5. & 7. & 9. 10. Convening of meeting Frequency of meetings Quorum Attendance at meetings Chairman of meetings of the Board and meetings of the Committees Passing of Resolution by Circulation Approval of Annual Accounts and half yearly/quarterly results Minutes Recording in the Minutes Preservation of Minutes and other Records.
Disclosures regarding number of meetings of the Board and Committees held during the FY 2001-02 along with attendance by each Director therein are given under the Corporate Governance Report. Out of the recommended list of items of business to be placed before the Board as prescribed in the Annexures A, B & C of SS-1, those applicable, have been duly placed, discussed and recorded in the Minutes of the meetings, as required, in line with the SS-l. II. SECRETARIAL STANDARD ON GENERAL MEETINGS - SS 2
Effective from I st May, 2002 the Council of the Institute of Company Secretaries of India has issued the SS-2 which prescribes a set of principles for the convening and conduct of general meetings and matters related thereto. The Company has adhered to the SS-2 in respect of the Notice of the ensuing Annual General meeting scheduled to be held on 26th Sept, 2002 and undertakes to comply with the principles set out in SS-2 in connection with :1. 2. 3. 4 5. 6. 7. & 9. 10. 11. 13. Quorum of the meeting Presence of Directors and Auditors Appointment of Chairman of the meeting Voting Proxies Conduct of poll Withdrawal of resolution Rescinding of resolution Modification of resolution Reading of Auditors' Report Distribution of gifts Minutes of the meeting
12. Adjournment of meetings 14. Recording in the minutes 15. Preservation of minutes and other records. In Annexure-A to the SS-2 a modified form of Proxy has been recommended. How ,r, the Company has sent to shareholders the Form of Proxy prescribed in Schedule IX of the Companies Act, 1956 as the modified form of proxy has not yet been notified in the Act. Particulars of general meetings held during the last three years are given in the Corporate Governance Report.
32
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. A. COMPANY BACKGROUND :The Company was incorporated on I3ch September,1984 as Relaxo Footwears Private Limited and was subsequently converted into a public limited Company on 31 st March, 1993. Relaxo Footwears Ltd. was promoted by Mr. R.K.Dua and Mr. M.L.Dua with an object to deliver quality footwears at affordable price to the mass public in Urban and Rural India. The Company started its operation at Bahadurgarh unit in March, 1995 and thereafter made ambitious expansion at Bahadurgarh in the month of October, 1999 and at Bhiwadi ( Raj) in the month of August, 2001. B. COMPANY MANAGEMENT : The Company is managed through a Board of Directors consisting of highly experienced & motivating team of Directors which is duly supported by professionally qualified and well experienced team in the area of Marketing, Finance, Production, Materials Management and Human Resource Development. FINANCIAL CONDITION : During the year the Company was rated PI for its commercial paper programme by ICRA, however Company has not undertaken borrowing through C.P due to favourable concession in interest rate granted by banker of the Company. As in the past the Company retained the confidence of its bankers and was able to access funds at the most competitive rates. During the year your Company was instrumental in bringing down the rate of interest both on existing term loan and working capital loan, the full impact of which will be visible in the working of the ensuing year. 1. SHARE CAPITAL The Share Capital of the Company consists only of equity share. The paid up share capital as on March 31, 2002 is Rs.600.06 lacs divided into 1,20,01,200 equity shares of Rs.5 each. 2. RESERVE & SURPLUS During the year ended March 31,2002, the Company has kept net profit of Rs.237.26 lacs in the profit & loss Account and Rs.40Q lacs has been transferred to General Reserve and a sum of Rsl.4l Lacs has been utilised for Donations. 3. FIXEDASSETS During the year ended March 31, 2002, an addition of Rs. 2,597.35 lacs was made to Fixed Assets on account of implementation of Bhiwadi project/ reconstruction of Bahadurgarh unit-ll, which also includes a sum of Rs. 854.40 lacs transferred from capital work in progress done in the earliar years. 4. INVENTORY Inventories amounting to Rs 1,378.04 lacs as on March 31, 2002 as compared with Rs 966.40 lacs as on March 31, 2001.This reflects an inventory of 39 days in the year 2001-02 as against 30 days inventory in the year 2000-01.The steep increase in the amount of inventories are on account of sluggish market conditions, the Company faced in the second part of the year 2001-02. 5. SUNDRY DEBTORS Sundry Debtors amounting to Rs. 2,524.28 lacs (net of provision for doubtful debts) as on March 31, 2002 as compared with Rs 1,464.67 lacs as on March 31,2001. The Debtors as a percentage of total revenue are 16.81 % for the year ended March 31, 2002 as compared to 10.45 % for the year ended March 31, 2001. This amounts to an outstanding of 61 days and 38 days of total revenue for the respective year ended March 31, 2002 and year ended March 31,2001 The steep increase in the amount of Sundry Debtors in the current year are on account of heavy year end sales arising due to expiration of distributors' scheme in March, 2002. 6. CASH AND BANK BALANCES (Amount in Rs.) Particulars - Cash in hand - Balance with Scheduled Bank - Cheques in hand TOTAL As at 31.03.02 6,96,058 1,34,04,328 92,69,221 2,33,69,607 As at 31.03.01 12,59,409 67,44,102 59,69,525 1,39,73,036
C.
33
MANAGEMENT DISCUSSION AND ANALYSIS

Cash & Bank Balance represent 5.34 % and 3.78 % of the total Current Assets of the Company as on March 31,2002 and March 31, 2001 respectively. 7. LOANS AND ADVANCES Advances recoverable in cash or in kind or for value to be received are primarily towards amount paid in advance for value and services to be received in future and staff loans & advances. Security Deposits are mainly for the hiring of premises for the office and staff accommodation and deposits with Government towards electricity and telephone facilities. Income tax represents the advance tax paid by the Company and tax deductions made by clients at source. Total Loans & Advances as on 315t March, 2002 is Rs. 236.59 Lacs as against a sum of Rs. I, I29.73 lacs as on 31sl March, 2001.The decrease in the amount of loans & Advances is on account of receipt of insurance claim during the year. 8. CURRENT LIABILITIES Sundry Creditors represent the amount payable to vendors for the supply of goods and services, other liabilities represent amounts accrued for various other operational expenses. Liability for deferred payment represents the deferred payement outstanding in respect of land purchased at Bhiwadi Unit. None of the statutory liabilities are overdue as on March 31,2002.Total current liabilities as on 31 st March, 2002 is Rs. 3,917.54 lacs as against a sum of Rs. 2,498.38 lacs as on 31* March, 2001. 9. PROVISIONS The provisions represent the liability of the Company on account of recommended Dividend and Income Tax payable. The total amount as on 31 st March,2002 is Rs 96.93 lacs as against an amount of Rs 99.19 lacs as on 31 st March, 2001. 10. CONTINGENT LIABILITIES Details of contingent liabilities are given in Annexure XII of the notes on Balance Sheet and Profit & Loss Account D. RESULTS OF OPERATIONS 1. INCOME The Company's total revenue has gone up by Rs I 105.05 lacs to Rs. 15157.41 lacs, while the profit before interest, depreciation and tax (PBIDT) is down by Rs.l 19.99 lacs to Rs. 1022.86 lacs. 2. I) EXPENDITURE The cost of goods sold as a percentage of sales has decreased from 76.52 % in the year ended March 31, 2001 to 75.78% in the year ended March 31,2002 on account of increase of share of manufactured goods in total turnover of the Company. The personnel expenses as a percentage of sales has increased from 3.90 % in the year ended March 31,2001 to 4.83% in the year ended March 31, 2002 mainly on account of revision of wages at all manufacturing units.
II)
III) The Administration & Selling expenses as a percentage of sales has increased from 10.28 % in the year 2000-01 to I 1.93% in the year 2001 - 02 on account of steep increase in Advertisement & Gift Schemes Expenses and provision for doubtful debts. IV) The finance charges as a percentage of sales has increased from 2.06 % in the year 2000-01 to 2.61 % in the year 2001- 02 on account of additional interest burden of term loan of newly commissioned Bhiwadi Unit. 3. OPERATING PROFIT During the year ended March 31, 2002, the Company earned an operating profit (profit before interest, depreciation and tax) of Rs. 1022.86 lacs representing 6.75 % of the total revenues as compared with Rs. I 142.85 lacs representing 8.13 % of the total revenue during the year ended March 31, 2001.The decrease in the rate of operating profit from 8.13 % to 6.75 % between last year and current year is on account of steep increase in advertisement charges and provision for doubtful debts made by the Company. 4. DEPRECIATION The depreciation is 1.61 % of the total revenue for the year ended March 31, 2002 whereas it was 1.04 % of the total revenue during the year ended March 31, 2001. The Higher depreciation in the current year is on account of additional depreciation of Bahadurgarh unit II & Bhiwadi Unit.
34

5. FINANCE CHARGES The Finance charges comprises the interest charged by bank on book debts limit, interest on term loan & bank charges and cash discount allowed to Distributors on Advance/ timely payments. The comparative figures are Rs.391.89 lacs for the year ended March 31, 2002 and Rs.288.68 lacs for the year ended March 31, 2001.The increase in finance charges are mainly on account of additional burden of interest on term loan taken to part finance the Bhiwadi project. 6. PROVISION FORTAX The Company has provided a sum of Rs 44.35 lacs towards current tax liability and a sum of Rs I7L72 lacs has been provided as deferred tax liability for the year 2001-02. Consequent to the introduction of Accounting Standard 22-Accounting for taxes on Income, the Company has recorded the cumulative deferred tax liability of Rs 369.83 lacs as at 3 Ist March, 2002 as a charge to the General Reserve. 7. SEGMENT REPORTING a) Business segment The Company has considered business segment as the primary segment for disclosure. The Company is engaged primarily in the manufacture /trading of rubber footwears, which in the context of Accounting Standard 17 issued by the Institute of Chartered Accountants of India is considered the only business segment.
b) Geographical segment
The Company sells its products within India.The conditions prevailing in India being uniform, no separate geographical segment disclosure is considered necessary. E. CHALLENGES RISK AND CONCERN 1. MARKET RISKS Market risk is the risk of loss of earnings, due to loss of any particular segment of market. Our revenues are not subject to too much market risk on account of a wider network of distributors and retailers on all India basis. However our revenues have fluctuated in the past and may fluctuate in the future depending on a number of factors including : I. Seasonal changes that effect the change in the product mix, we provide to our Distributors. 2.. Various kinds of product development schemes, gift schemes and incentives offered by our Competitors having bearing on sale of our product. 3. Central Government / State Government policies restricting the entry of goods or services to any particular state /region. In view of the above, we believe that period to period comparison of our results of operations are not necessarily meaningful and should not be relied upon as indication of future performance. 2. FINANCIAL RISKS
2.1 FOREIGN CURRENCY RATE FLUCTUATION The Company face no exchange rate risk as it has no foreign currency revenues and receivables. Moreover as a matter of prudent policy, the Company does not speculate on foreign currency movements in respect of import of its major raw material. 2.2 CREDIT RISKS The business of Relaxo involves extending credit to its client This has the inherent risk of accounts running into bad & doubtful.
35
SANSCO SERVICES - Annual Reports Library Services - \vww.sansco.net

The Company's credit policy addresses this risk. It ensures that a credit analysis of the client is carried out before determining the amount and the period of credit to be extended. This credit limit is also subject to review by a Committee from time to time. 3. STATUTORY RISKS Compliance with respect to various laws in various states of India is an important task. Relaxo has compliance officers as well as Consultants who advise the Company on compliance issues and ensures that the Company is not violating any law. The Compliance Officers report from time to time on the compliance or otherwise of the laws of various jurisdictions to the Board of Directors and before taking any new business proposal all its legal compliance issues are assessed by the Compliance Officers and/ or by the Consultants. During the year the Company has also appointed a Director on its Board to see matter relating to Corporate Governance and compliance of various laws applicable to your Company. 4 INTERNAL CONTROL SYSTEM Relaxo has maintained clear processes and well defined roles and responsibilities for people at various levels. A well defined internal information systems, further ensures appropriate information flow to facilitate monitoring. Additionally, the following measures are in place to ensure proper control : A technical committee headed by Whole Time Director has been formed to look after matters relating to technical. It meets on regular basis to discuss & implement all technical matters. A market committee headed by Managing Director has been set up to look into demand and supplies scenario both at macro & micro level, review of monthly sales target and progress of advertising and marketing activities, its problems and workable solutions etc. Besides it, management looks into the long term and short term issues facing the Company. Moreover review meetings are held at periodic intervals for review of the targets achieved and for comparison of Budgeted vs. Actual results. Adequate control measures are in place to ensure that no process breakdown occurs. R HUMAN RESOURCES DEVELOPMENTS INITIATIVES Relaxo considers its human resources as its valuable assets and is committed to develop their potential on continuous basis. The Company is in the process of creating a humanising culture where the human resources are encouraged and motivated to use their talents to the fullest extent.The Company has in place various employee motivation and retention strategies with the focus on quality recruitment. Our major area of thrust is on training and development of human resources through a combination of in-house, on the job and external training to meet the core competency of business. G. CONCLUSION Notwithstanding a tough business environment and providing for higher deferred tax, the Company performance is satisfactory. The company is confident of better results in future. The Company efforts on assets utilisation, earnings maximisation, continuous growth and focus on internal efficiencies will deliver superior value for its shareholders. H. CAUTIONARY STATEMENT The above analysis may contain "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 economic conditions affecting demand/supply and price conditions in the domestic and overseas markets, changes in the Government regulations, tax regime, Labour Laws and other related factors.
36
SHARE HOLDERS'
INFORMATION
Annual General meeting - Date and Time - Venue
26.09.02 at 10.30A.M. Sri Satya Sai International Centre & School, Lodhi Road Institutional Area, Lodhi Road, Pragati Vihar, New Delhi - I 10003.
Financial Calendar (Tentative) : - Financial reporting for the quarter ending June 30,2002 - Financial reporting for the quarter ending Sept 30,2002 - Financial reporting for the quarter ending Dec 31,2002 - Financial reporting for the quarter ending Mar 31,2003 - Annual General Meeting for the year ending Mar 31,2003 3. Book Closure Date (Both days inclusive) Dividend Payment Date (Tentative) Registered Office
: : : : :
End-July 2002 End-Oct. 2002 End-Jan. 2003 End-Apr 2003 End-Sept. 2003
6th Sept. 2002 to 12th Sept 2002
4.
3rd weekOct 2002
5.
316-319, Allied House, Inder Lok Chowk, Old Rohtak Road, Delhi-35.,
Tel. 3658354, 3658365 Fax, 91-11-3658431, 3658773

E-mail :sanjaimaheshwari@relaxofootwear.com 6. Listing on Stock exchanges at : The Delhi Stock Exchange Association Ltd. DSE House, 3/1 Asaf Ali Road New Delhi- 110002 Madras Stock Exchange Ltd. Exchange Building 11, Second Line Beach Chennai - 600 001 iv) Jaipur Stock Exchange Ltd. Rajasthan Chamber Bhawan M.I.Road Jaipur
iii)
The Stock Exchange .Ahmedabad Kamdhenu Complex Opp. Sahajanand College Panjara Pole Ahmedabad - 380 015 The Stock Exchange, Mumbai Phiroze Jee Jee Bhoy Towers Dalai Street Mumbai-400 001
iv)
Listing Fees for the year 2002-03 has been paid to all Stock Exchange where Company Share are listed.
530517
37
SHARE HOLDERS' INFORMATION
8.
Stock Market Data

Bombay Stock Exchange
High (in Rs.)

Apr., 2001 May, 2001 June, 2001 July, 2001 Aug., 2001 Sept., 2001 Oct., 2001 Nov., 2001 Dec., 2001 Jan., 2002 Feb., 2002 Mar., 2002
9.
Low (in Rs.)
Close (in Rs.) 42.00 35.45 21.50 19.65 19.50 16.50

21.45
Volume (in Nos)

158 1,450 2,255 1,420 789 1,465 2,211 2,891 1,959 4,176 9,719 63,693
50.00 45.35 34.00 25.90 24.00 22.50 22.00 23.95 21.45 21.90 22.00 2 0 . 4 5
42.00 35.00 21.50 17.75 15.00 13.50 15.85 16.50 14.75 13.60 16.00 15.00
22.00 16.50 18.00 18.00 15.00
Registrars and Transfer Agents : MCS Ltd. Venkatesh Bhawan 2I2A, Shahpurjat Behind Panchsheel Club Delhi-1 10049. Tel : 6494830 Fax: 011-6494152 E Mail : mcsdel@vsnl.com Share Transfer System : The Company has appointed M/s MCS Ltd. as Share Transfer Agent both for physical & Electronic transfer. All transfer received in order, are processed within a period of 14 days from the date of receipt. The share transfer committee meets on fortnightly basis. (a) Distribution of shareholding as on 31st March 2002 :No. of equity share held 1-1,000 1 ,00 1 -2,000 2,001-4,000 4,001-6,000 6,001-8,000 8,001-10,000 10,001-20,000 Over 20,000 TOTAL
10.
11.
No. of Shareholders
%of Shareholders
92.92
No. of Shares
4,33,371 52,162
%of Shareholding
1, 194
36 24 2 4 9 16
3.61
2.80 1.87 0.16 0.31

-
0.43 0.58 0.09 0.24

-
69, 026 II, 156 28, 285

-
0.70 1.24
100.00
38
1,49,600 1, 12,57,600 1,20,01,200
1.25
93.80 100.00
1,285
SHARE HOLDERS'
INFORMATION
(b) Categories of Shareholding as on 31 st March, 2002 :

Category Individuals Companies OCB and NRIs Directors / Relative of Directors Mutual Funds No. of Shareholders 1,227 Voting Strength (%) 7.44 17.23 75.03
.30 100
No. of Share held 8,92,798 20,67, 152

90, 04, 800 36, 450
35 18 5
1.285
Others
Total 12. Dematerilisation of Shares
1,20,01,200
:The company is offering transfer cum dematerilisation facility to shareholders with
effect from May 8, 2000. As on 31 * March, 2002 out ot total 120.01 lacs equity shares held by about 1180 shareholders, approximately 24.12 lacs equity shares held by 456 shareholders representing 20.10% of the total paid up equity capital have been dematerialised. The transfer cum demat facility is available to all shareholders of the Company who request for such facility. On completion of the process of registration of shares submitted for transfer, the Company intimates the shareholders providing an option letter to dematerialise such shares. Upon receipt of the letter from the shareholder within the prescribed time limit mentioned in the option letter, the Company completes the dematerialisation of shares after transfer in the name of shareholders. 13. Plant Locations :
Plot No. 326 & 327,

MIE Bahadurgarh, Haryana A - I I 3 0 & 1130 (A) RIICO Industrial Area, Phase-Ill Bhiwadi, Rajasthan 14. Investor correspondence All enquiries, clarifications and correspondence should be addressed to the compliance officer at the following address : Compliance Officer: Sanjai Maheshwari, Company Secretary
Relaxo Footwears Ltd.

316-319, Allied House Inderlok Chowk, Old Rohtak Road, Delhi - 110035 I 5. Per Share Data : PARTICULARS Net Earnings (Rs. Lacs) Cash Earnings (Rs. Lacs) E.P.S. C.E.P.S. Dividend per share (Rs.) Dividend pay out ( %) Book value per share (Rs) Face value per share (Rs) Bonus % in Equity 2001-02 402.73 818.40 3.36 6.82 0.75 22.34 28.11 5.00 85.23% 2001-01 685.79 832.00 9.35 1999-2001 788.86 901.75 26.29 30.06 2.00 7.61 90.65 10.00 70.46% 1998-99 656.37 713.76 21.88 24.12 3.00 13.71 68.74 10.00 70.46% 1997-98 571.40 628.09 19.04 20.93 3.00 15.75 51.93 10.00 70.46% 1996-97 549.78 598.58 18.32 19.95 3.00 16.37 37.67 10.00 70.46%
1 1.34
0.75 13.13 27.14 5.00 85.23%
39
16.
OTHER USEFUL INFORMATION FOR SHAREHOLDERS : 16.1 Members are advised that dividends for the financial year ended 31 st March, 1996 onwards which remains unpaid/unclaimed over a period of 7 years have to be transferred by the company to Investor Education & Protection Fund (IEPF) constituted by the Central Government under Section 205A & 205C of the Companies Act, 1956. Shareholders who have not claimed dividend for this period are requested to lodge their claim with the Company, as under the amended provisions of section 205B of the Act, no claim shall lie for the unclaimed dividends from IEPF by the members. Equity shares of the Company are under compulsory demat trading by all investors, w.e.f. 8th May, 2000, considering the advantages of scripless trading shareholders are requested to consider dematerialisation of their shareholdings so as to avoid inconvenience in future. Members/Beneficial owners are requested to quote their Folio No./D.P. & client ID Nos. as the case may be, in all correspondence with the Company. Shareholders in demat form are advised that in terms of the regulations of NSDL & CDSL, their Bank Account details, as furnished to the Depository participants (DP) will be printed on their Dividend Warrants. The Company will not entertain requests for change of such bank details printed on their dividend warrants. Members holding shares in physical form are requested to notify to the Company, change in their address/Pin Code number and Bank account details promptly. Shareholders in demat form are requested to send their instructions regarding change of address, bank details, nomination, power of attorney etc. directly to their DP as the same are maintained by the DPS. Section 109A of the Companies Act, 1956 extends nomination facility to individuals holding shares in physical form in companies. Members, in particular those holding shares in single name, may avail of the above facility by furnishing the particulars of their nomination in the Nomination Form enclosed.
16.2
16.3 16.4
16.5 16.6 16.7
40

Regd. Office : 316-319, Allied House, Inderlok Chowk, Old Rohtak Road, Delhi-110035
Dear Shareholders ELECTRONIC CLEARING SERVICE (ECS) FOR DIVIDEND PAYMENT Reserve Bank of India (RBI) has introduced the facility of Electronic Clearing Services (ECS), whereby dividend payments can be directly credited to your bank account, avoiding issue and mailing of paper instruments. This facility is now available in your city. As an investor friendly measure, the Company proposes to utilise the facility of ECS. The system has the following benefits for the investors : No postal delay or loss in postal transit. Instant credit in the bank account and no deduction of any bank charges. No need to fill up the pay-in-slip and visit the bank for depositing the warrant. Free from fraudulent interception in postal transit and encashment thereon. Delay in getting duplicate warrants can be avoided.
According to guidelines issued by RBI in this regard, the investor is required to give his/her Mandate for ECS as per the Form given on the reverse with all the details filled in. This will help us to credit the dividend amounts directly to your personal account with your bank. We will send the intimation/counterfoil giving details of payment by post to your address. The information provided by you will be kept confidential and will be used to credit the payment in your account only. Many investors in India are joining this scheme. Hence, we recommend that you may also choose to do so. Kindly fill up this form and return the same together with zerox copy of your bank cheque to our Registrars MCS Ltd. (Please note that if sufficient response is not forthcoming, the present system of mailing the warrant will continue). Thanking you, Yours faithfully,
For REALXO FOOTWEARS LTD.
(SANJAI MAHESHWARI)
D.G.M. (FINANCE ) AND COMPANY SECRETARY
To,
MCS Ltd. Unit - Relaxo Footwears Ltd. Venkatesh Bhawan 212A, Shahpurjat Delhi
ECS MANDATE FORM 1. 2. 3. 4. 5. 6. 7. 8. 9. Shareholder's Name (in Block Letters) Folio No. No. of Shares Bank Name Branch Name Account Number (as appearing on the Cheque book) Ledger Folio No. of the A/c (if appearing on Cheque book) Account type (S.B.Account or Current Account) with Code 10/11 9-Digit Code Number of the Bank & Branch appearing on the MICR cheque issued by the Bank (Please attach a photocopy of a cheque issued by your Bank relating to your above account for verifying the accuracy of the code number)
I, hereby, declare that the particulars given above are correct and complete. If the transaction is delayed or credit is not effected at all for reasons of incomplete or incorrect information, I would not hold the company responsible.
Date:
Signature of the First Shareholder
Certificate of the Shareholder's bank Certified that the particulars furnished as above are correct as per our records Date Bank's stamp: Signature of the Authorised Official from the bank Note : In lieu of the bank's certificate to be obtained as above, shareholder's can attach a blank 'cancelled' cheque or a photocopy thereof.
NOMINATION REQUEST FORM
FORM 2B
To,
From :. Folio NoVCIient ID. No. of Shares :
Relaxo Footwear Ltd. 316-319, Allied House Inder Lok Chowk, Old Rohtak Road, Delhi-35
I am/we are holder(s) of Shares of the Company as mentioned above. I/We nominate the following person(s) in whom all rights and/or amount payable in respect of shares shall vest in the event of my our death. Nominee's Name To be frunished in case the nominee is a minor Guardian's Name Occupation of Nominee Tick (S) Nominee's Address 1 5 Service Professional 2 6 Business Farmer 3 7 Student 4 House Hold Date of birth Age
Pin Code Telephone No. Email Address Specimen Signature of Nominee/ (in case of nominee is minor) Guardian To be filled in case nominee is a minor Kindly take the aforesaid details on record Thanking you, Yours faithfully Name of all holder(s) (as appearing on the Certificate (s) Sole/1 st holder 2nd holder 3rd holder 4th holder Signature of two Witness Name and Address
1.
Fax No.
STD Code
Signature as specimen recorded with Company
Signature with Date
2.
INSTRUCTIONS: 1. 2. Please read the instructions given below very carefully and follow the same to the letter, if the form is not filled , as per instructions, the same will be rejected. The nomination can be made by individuals only. Non individuals including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of power of attorney cannot nominate. If the Shares are held jointly all joint holders will sign (as per the specimen registered with the Company) the nomination form. A minor can be nominated by a holder of shares and in that event the name and address of the Guardian shall be given by the holder. The nominee shall not a trust, society, body corporate, partnership firm, Karta of Hindu Undivided Family, or a power of attorney holder. A non-resident Indian can be a nominee on re-patriable basis. Transfer of share in favour of a nominee and repayment of amount to nominee shall be a valid discharge by a Company against the legal heir. Only one person can be nominated for a given folio. Details of all holders in a folio need to be filled; else the request will be rejected. The nomination will be registered only when it is complete in all respect including the signature of (a) all registered holders (as per specimen lodged with the Company) and (b) the nominee. Whenever the Share in the given folio are entirely transferred or transposed with some other folio, then this nomination will stand rescinded.
3. 4. 5. 6. 7. 8. 9.
10. Upon receipt of a duly executed nomination form, the Registrar and Transfer Agent of the Company will register the form and allot a registration number. This number and folio) number should be quoted by the nominee in all future correspondence. 11. The nomination can be varied or cancelled by executing fresh nomination form. 12. The Company will not entertain any claims other than those of registered nominee, unless so directed by a Court.
FOR OFFICE USE ONLY Nomination Registration Number: Date of Registration: Checked by and Signature of Employee:
IV
NOTICE
Notice is hereby given that the 18th Annual General Meeting of the Members of RELAXO FOOTWEARS LIMITED will be held at Sri Satya Sai international Centre & School, Lodhi Road Institutional Area, Lodhi Road, Pragati Vihar, New Delhi-1 10003, on Thursday, the 26th September, 2002 at 10.30 a.m. to transact ,with or without modifications, the following business as : ORDINARY BUSINESS 1. 2. 3. 4. To receive, consider and adopt the Audited Balance Sheet as at March 3 1, 2002 and the Profit and Loss Account for the year ended on that date and reports of the Directors and Auditors thereon. To appoint a Director in the place of Mr Nikhil Dua who retires by rotation as a Director and, being eligible, offers himself for re-appointment. To declare Dividend on equity shares of the Company for the year ended March 31, 2002. To appoint Auditors and to fix their Remuneration and for this purpose, to pass the following Resolution as an Ordinary Resolution. "RESOLVED that M/s Gupta & Jhunjhunwala, Statutory Auditors of the Company, who are retiring at the ensuing 18th Annual General Meeting be and are hereby re-appointed as the Statutory Auditors of the Company for the accounting year 2002-2003 to hold the office of the Auditors from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors". SPECIAL BUSINESS 5. To Consider and, if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
"RESOLVED that the consent of the Company be and is hereby accorded to the Board of Directors contributing and/ or subscribing from time to time to any national, charitable, benevolent, public or general and other funds not directly relating to the business of the Company or the welfare of its employees up to an aggregate amount of Rs. 100 lacs (Rupees One hundred lacs only) in the financial year 2002-2003 as may be considered proper by the Board of Directors notwithstanding that such amount in any financial year may exceed Rs.50,000 or five percent of the average net profits of the Company, as determined in accordance with the provisions of sections 349 and 350 of the Companies Act, 1956 during the three financial years immediately preceding, whichever is greater". EXPLANATORY STATEMENT:Item 5: Your Company is authorised, by its Articles of Association, to subscribe to charitable and other funds not directly relating to the business and the consent sought by the proposed resolution is pursuant to section 293 (I) (e) of the Companies Act, 1956. Mr. Ramesh Kumar Dua, Mr. Mukand Lai Dua and Mr. Nikhil Dua are the trustees /office bearers of following trusts / societies. i) Mool Chand Dua Charitable Trust ii) Mool Chand Dua Memorial Society iii) Ram Ditti Dua Memorial Society And as such will be deemed to concerned or interested in the resolution to the extent of the contribution, which will be made to these trusts in the year 2002-03. 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 such proxy need not be a member of the Company. The proxies, in order to be effective, must be received by the Company not less than 48 hours before the meeting. The Register of Members/and Share Transfer Books of the Company are closed from 6th September 2002 to 12th September 2002 (Both days inclusive). As a measure of economy, copies of the Annual Report will not be distributed at the Annual General meeting. Members are requested to bring their copies of the Annual Report to the Meeting. All documents referred to in the accompanying Notice are open for inspection at the Registered office of the Company on all the working days between 10.00 a.m. and 1.00 p.m. up to the date of Annual General Meeting, except on Sundays, and other Holidays. Members desiring any information on the Accounts are requested to write to the Company at its Registered office, 316319, Allied House, Inderlok Chowk, Old Rohtak Road, Delhi-1 10035, giving at least 7 days Notice prior to the date of Annual General Meeting to enable the Management to collect and keep the information ready. With a view to eliminating any possibility of forgery or fraud, the shareholders are requested to furnish their Bank
2. 3. 4.
5.
6.
NOTICE
Account Number {current / savings), the name of the Bank and Branch where they would like to deposit their Dividend Warrant/ Instrument for encashment. These particulars will be printed on the Cheque Portion of the Dividend Warrant. This should be furnished by the Sole Holder or the first named Shareholder to Company or its Share Transfer Agent - MCS Limited. Shareholders/ Beneficial owners of shares are further advised that they should furnish their bank account details as well as PAN / GIR NO to depository participants.The bank mandate for shares held in physical form will not be automatically applied for shares held in electronic form. 7. 8. Bank Details / Intimation of Change of Address should reach to Company or its Share Transfer Agent viz. MCS Limited to enable the Company to give effect to such change. Members are hereby informed that dividends which remain unclaimed / unencashed over a period of 7 Years have to be transferred by the Company to Investor Education & Protections Fund (IEPF) constituted by the Central Government under section 205A and 205C of the Companies Act, 1956. Further under the Companies Act, 1956 no claim shall lie for the unclaimed dividend from IEPF by the shareholders. In terms of Notification issued by Securities and Exchange Board of India (SEBI), Equity Shares of the Company are under compulsory demat / rolling settlement by all investors, with effect from 8th May 2000. Shareholders are, therefore, advised to dematerialise their shareholding, to avoid inconvenience in future. Section 109A of the Companies Act, I 956 has extended nomination facility to individuals Holding shares in Companies. Shareholders, in Particular, those holding shares in single name are requested to avail of the above facility by furnishing to the Company the particulars of their nominations as per nomination form enclosed. Income Tax will be deducted at source from dividend payable to shareholders except in case of shareholders who are resident individuals and whose dividend amount payable does not exceed Rs. 2.500/-. Therefore, other resident shareholders, who intend to seek exemption from deduction of income- tax at source and whose total income does not exceed Rs 50.000/- including such dividend income are requested to submit declaration in Form No I 5G in duplicate duly completed in all respect or Tax Exemption Certificate issued by Income Tax Officer at the address of Share Transfer Agent of the Company on or before September 15, 2002. As per recent changes incorporated in the modified Finance Bill, 2002, the PAN / GIR NO of payee has to be mentioned by the payer in the prescribed Form 16A being certificate of TDS from dividend. TDS has to be deducted by the Company on payment of dividend of Rs. 2.500/- and above under section I 94 of the Income Tax Act, 1961. Shareholders who are not furnishing form 15 G under section I97A (I) of the Income Tax Act,I 96 I and whose payment of dividend exceed Rs. 2.500/- shall furnish their PAN / GIR NO to the Company as early as possible to enable the Company to issue Certificate of deduction of tax from dividend. No TDS Certificate will be issued by the Company unless share holders furnish their PAN/GIR No. to the Company. I 3. All Shareholders who have yet not exchanged their shares are requested to send old share certificates to get them exchanged with new share certificates of face value of Rs 51- each consequent to issue of Bonus Share/ Split of Share.
9.
10.
I I.
12.
As required under the listing agreement, the particulars of Directors who are proposed to be appointed/ re-appointed are given below: Name Age Qualification Expertise : : : : Mr. Nikhil Dua 27 Years Graduate. Vast experience in production and marketing of Hawai, Casual footwears and jogger shoes. Director of the Company since 22nd Feb. 1997. Nil By and on behalf of the Board of Directors Date :July 31, 2002 Place : New Delhi. (R. K. DUA) Managing Director
Other Directorship
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Regd. Office : 316-319, Allied House, InderlokChowk, Old RohtakRoad, Delhi-110035
ATTENDANCE SLIP
Please complete this attendance slip and hand it over at the entrance counter at Sri Satya Sai International Centre & School, Lodhi Road Institutional Area, Lodhi Road, Pragati Vihar, New Delhi -110 003.
NAME OF MEMBER FOLIO NUMBER *DPIDNO. NO. OF SHARES * CLIENT ID NO.
NAME OF MEMBER/PROXY
NOTES ;
1. 2. 3.
SIGNATURE OF MEMBER/PROXY
Members/Proxy holders are requested to bring their copies of the Annual Report with them to the meeting. For the convenience of Members, persons other than Members/proxies will not be allowed into the meeting. NO GIFTS SHALL BE DISTRIBUTED AT THE MEETING.
* Applicable in case of beneficial owner of shares.

PROXY FORM
I/We
of
being a Member/Members of or failng him

of -
to vote for me/us and on my/our behalf at the 18th Annual General Meeting of the Company to be held on Thursday, 26th of September, 2002 and at any Adjournment there of
SIGNED
Signed this day of 2002.
Note : This proxy to be valid should be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.
A unique combination of comfort and durability
RELAXO FOOTWEARS LIMITED 316-319, Allied House, Inder Lok Chowk Old Rohtak Road, Delhi - 1100 35

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ANNUAL REPORT 2001-2002

RELAXO FOOTWEARS LIMITED

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Quality par excellence

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SHARE TRANSFER AGENTS

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* Corporate Governance Report

* Secretarial Standards - SS1 & SS2

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90.01 9.18 500.00 383.00

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15. ENVIRONMENTAND SAFETY

By and on behalf of the Board of Directors

Date: July 31, 2002 Place : New Delhi

R.K.DUA Managing Director

M.LDUA Whole Time Director

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To, the Members of

FOR GUPTA & JHUNJHUNWALA Chartered Accountants

Place : New Delhi Date : July 3 1, 2002

MUKESH DUA Partner

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CORPORATE GOVERNANCE REPORT 2001-02

(B) CORPORATE ETHICS:

BOARD OF DIRECTORS -AS ON 31.03.2002

Composition and Category of Directors Sr.No

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Details of Meeting of Board of Directors held during the year 2001-2002 :

Date 28.04.01 31.07.01 11.08.01 29.10.01 23.01.02

No. of Directors Present 05 05 06 06 06 No of Board Meeting attended Attendance at the AGM

COMMITTEES OF BOARD OF DIRECTORS AUDIT COMMITTEE

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SHAREHOLDERS/ INVESTORS' GRIEVANCE COMMITTEE

Perks (Rs.) 1,29,347 1,29,347

Commission (Rs.) 16,87,158 16,87,158

Total (Rs.) 26,80,505 26,80,505

ANNUAL GENERAL MEETINGS

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Half-yearly report sent to each household of Shareholders: Quarterly Result:

Whether MD &A is a part of Annual Report or not:

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: New Delhi : July 31,2002

MUKESH DUA Partner

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13. 14. 15. 16.

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BALANCE SHEET AS AT 31ST MARCH, 2002

33,73,93,945 7,99,37,604 41,73,31,549

32,57,55,024 4,23,13,270 36,80,68,294

IV 48,58,26,66! 6,79,85,212 41,78,41,449 V VI 6,24,000 21,53,06,263 4,35,94,148

9,66,39,960 14,64,66,506 1,39,73,036 I 1.29.73.438 37,00,52,940

39,17,54,432 96 W323 40,14,48,255

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1,50,15,09,521 1*2,3 1,376 1,51,57.40,897

1,40,09,37,467 42,98,292 1,40,52,35,759

90,00,900 9,18,092 5,00,00,000 3,83,00,144 9,82,19,136 9.35*

Whole time Director

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