E-COMMERCE

WARE HOUSING

REVERSE LOGISTICS

INTEGRATED LOGISTICS

Redefining Strategy. Exploring Opportunity.

Annual Report 2014 - 2015

CONTENTS

2
4
6
8
10
12

14
39
51

58
59
62
63
64
65

Corporate Information

87
88
92
93
94
96
122
124

Consolidated Financial Statements

Message to Shareholders
Financial Highlights (since listing)

During disruptive times as markets

change rapidly, the trend lines that
define the future make it imperative
for a corporate to adapt and to
transform. The company has to
challenge status quo and implement
a sustainable, growth oriented
strategy. It has to invest in the
right opportunity and create in the
wake a pathway for future success.
Redington is one such company. It
thinks about where it is going rather
than where it has been. It focuses on
the opportunities of tomorrow rather
than be complacent with the wins of
the past. Itdifferentiates itself in the
marketplace rather than be an also ran.
And it dares to stay relevant despite
unexpected market upheavals. In short
it does what it takes to be the leader
rather than a follower.

Creating the Opportunity

Offering a Suite of Services
Adding Value End to End
Board's Report
Report on Corporate Governance
Management Discussion and Analysis
Standalone Financial Statements
Auditors' report
Balance sheet
Statement of profit and loss
Cash flow statement
Notes to financial statements

Auditors' report
Balance sheet
Statement of profit and loss
Cash flow statement
Notes to financial statements
Form AOC1
Notice

Contents

Corporate Information

Chairman

Vice Chairman

Managing Director

Whole-Time Director

Directors

Bankers India

Prof. J Ramachandran

R Srinivasan

Raj Shankar

M Raghunandan

Bankers Overseas

V S Hariharan
Keith WF Bradley
Suchitra Rajagopalan

M Muthukumarasamy

M/s Deloitte Haskins & Sells

M/s Ernst & Young, LLP

R Bhuvana

Standard Chartered Bank

BNP Paribas

State Bank of India

Citibank N.A.

Societe Generale

DBS Bank Ltd

The Bank of Nova Scotia

Deutsche Bank AG

The Bank of Tokyo Mitsubishi UFJ, Ltd

FirstRand Bank Ltd

The Hongkong and Shanghai Banking

Corporation Ltd
The Ratnakar Bank Ltd
The Royal Bank of Scotland
Yes Bank Ltd

Mashreqbank, UAE

BNP Paribas, UAE

ICICI Bank, UAE

Bank of Baroda, UAE

Standard Chartered Bank, UAE

Axis Bank, UAE

Macquarie Bank, UK

DBS Bank, Singapore

Barclays Bank, UAE

BNP Paribas, Singapore

National Bank of Fujairah, UAE

HSBC, Singapore

Dubai Islamic Bank, UAE

ICICI Bank, Singapore

Axis Bank, UAE

Maybank, Singapore

Deutsche Bank, UAE

OCBC Bank, Singapore

HSBC Bank, UAE

Standard Chartered Bank, Singapore

First Gulf Bank, UAE

UCO Bank, Singapore

Emirates NBD Bank, UAE

Annual Report
20142015

Barclays Bank PLC

IndusInd Bank Ltd

N Srinivasan

Secretarial Auditor

Kotak Mahindra Bank Ltd

IDBI Bank Ltd

Nainesh Jaisingh

Internal Auditors

Axis Bank Ltd

ICICI Bank Ltd

Lin Tai-Yang

Statutory Auditors

ING Vysya Bank Ltd

HDFC Bank Ltd

R Jayachandran
Tu, Shu-Chyuan

Company Secretary

ANZ Banking Group Ltd

Annual Report

Contents

20142015

Message to Shareholders
its iPhone business in India and in this context has decided to
reconfigure its distribution landscape for iPhone and has added
additional distributors. This would temporarily have an impact on
your company's iPhone business.
As Smart Phone is clearly poised for a big growth in next 3-5 years,
we propose to build an attractive portfolio of Smart Phones both
Global and Local across different price propositions.

Raj Shankar

ProConnect, an integrated logistics service provider, which was set

up a couple of years ago, has scaled up business aggressively by
providing end to end logistics services to more than 60 customers on
a PAN India basis. The surge in e-commerce business in India in the
last two years, which is projected to grow multi-fold over the next 4-6
years, presents a huge opportunity for ProConnect. Implementation
of Goods and Services Tax (GST) will be as a significant advantage for
ProConnect, as it will help us to become more cost efficient, while
opening up a plethora of business opportunities.

R. Srinivasan

Effective last year, we are offering support services in India for IT

products, Mobile devices etc., through a separate entity 'Ensure', like
we do in the Middle East and Africa regions. With a network of 100
owned service centres and 239 partner service centres in India and
overseas together, your Company is regarded as a preferred service
partner for many technology brands. Going forward there is a clear
plan to enhance the value chain by partnering in the Value Added
Services domain.

Dear Shareholders,
There is a story about how eagles knock off their beaks and pluck
their feathers out in a long and painful process of 're-birth' so as to
extend their life span by another 30 years. This aptly illustrates the
change your company is undergoing today in order to stay relevant
and grow successfully. In a landscape dotted with geo-political
tensions, unstable currencies spurred by eroding oil prices, and
fast changing market dynamics, your Company has been nimble
in continuing to redefine its strategy, leveraging its strengths and
finding opportunities to deliver value.
In the fiscal year gone by your Company has posted revenue growth of
12.9% and profit growth of 14.8%. Since listing in 2007, the revenues
and profits have grown at a CAGR of 17% and 18% respectively. Once
again both the theatres, India and Overseas (Middle East, Africa,
Turkey, and South Asia), have grown revenue and profits for the year.
Since listing, your company has been declaring dividends of around
20% of the consolidated profits. While in the last three years your
company had reduced the dividend pay out to service the long
term loan it had taken, you would be happy to know that Board has
decided to go back to its policy of declaring 20% of the consolidated
profits as dividend. Your Board has recommended a dividend of ` 1.90
per equity share of Face Value of ` 2/-.
The year under review was one of the most challenging ones in
recent years. In the last 10 years, for the Sensex Companies this was
the lowest revenue growth year and in the last 15 years it was the
second lowest earnings growth year. The actual revenue growth for
the last fiscal year was 2% (de-growth) and the earnings growth
was only 3% for Sensex Companies. In India although the sentiment
continues to be positive, demand on the ground has not picked across
product categories. From an IT products standpoint, the market
remains sluggish. Projects, essentially driven out of investment in
infrastructure by government and corporates, have slowed down and

only old projects are being executed. In the retail segment, the eTail
business has gathered momentum but the reseller business continues
to be soft.

As far as overseas business is concerned, Turkey faced a difficult

environment last year with the decline in GDP growth, influx of Syrian
refugees, currency depreciation, decrease in consumer confidence
and multiple elections. Despite this, Arena, Turkey, has declared
growth in both top and bottom line numbers.

Information Technology lies at the core of your Company's business.

The sector stayed indomitable over the last twenty-five years since
it emerged in 1990 after the Government liberalized the Indian
economy. It prompted and shaped industrial growth and transformed
the lifestyle of the average Indian by successfully changing his
notion of a luxury item to one of necessity. Now a new trend is
emerging where the enterprise focus is gradually shifting from capital
expenditure to operating expenditure and billing style is changing
from transaction to annuity, pay-per-use, and pay-per-click. The trend
is not disruptive today and is at a nascent stage. But it is expected to
evolve in the next decade. The strong fundamentals of business and
the current model will continue to be in vogue but at a lower pace of
growth as compared to the new tech trend.

We are pleased to share with you that in spite of the numerous

geopolitical challenges in the Middle East and Africa we have
registered a double-digit growth on top and bottom line in this region.
We must however mention caution as huge currency devaluations
have occurred in a number of markets in Africa including Nigeria,
Morocco, Kenya, and Turkey, to name a few. The price of oil directly
correlates to the physical health of many of these countries and their
currencies. Both in West and East Africa, your Company has decided
to go slow as the risks are becoming increasingly difficult to manage.

The fact that we identified the opportunity in the Value added

distribution space almost 8-10 years ago and since then have built
a comprehensive brand portfolio across various verticals including
software, server and security, and achieved pole position in this area
in India, has helped the company to increase its earnings.

You may like to recall the details on the Transfer Pricing case shared
in our last year's communication to you. We are pleased to share with
you that your Company got a favourable order from the Income Tax
Appellate Tribunal. Since then ` 22.82 crore has been refunded by the
Income Tax department along with interest, which the Department
had aggressively collected from your Company in March 2014.
However, the department has an opportunity to appeal.

Whilst the Personal computing segment has experienced a marginal

decline both in India and overseas markets during FY 15, we are pleased
to state that your Company has registered a growth by increasing
market share for many vendors including Lenovo, HP and Dell.
Apple is an important brand in your Company's portfolio. Your
Company continues to enjoy an excellent relationship with Apple.
The company distributes full line of Apple products iMac, iPad,
iPod and iPhones. The year under review saw the successful launch
of iPhone 6 & 6 plus in India. Apple has ambitious plans for growing

Annual Report
20142015

in this space and the astronomical valuations they command. We do

appreciate your anxiety to know the impact of "E" commerce in your
company's business.
At present "E" commerce as a model does not disrupt your company's
business but provides an additional channel to distribute its products.
"E" commerce vendors are really in competition with Large Format
and Smaller Format Retailers for the consumer's spend. Your company
is engaged with the "E" commerce players across two service lines
logistics services through ProConnect, your Company's logistics
arm and warranty services through Ensure Support Services, another
wholly owned subsidiary of your Company.
Adoption of Cloud based infrastructure and solutions is gaining
traction in India and there is a gradual acceptance on the part of
organizations in the SMB sector to embrace this practice in order to
shift their IT Infrastructure from a Capex to an Opex model.
We aspire to position ourselves as a single company that acts as a bridge
between the Cloud Technology providers and the End Customers by
offering a complete bouquet of Cloud solutions and services.
In the near term, the outlook is a little gloomy. The expected pickup
in demand in India which had been anticipated eagerly since last
fiscal year, is yet to take shape. Overseas with depressed oil prices and
hence contraction in the Revenue budgets of these countries coupled
with depreciation of currencies, there is likely to be a slowdown in
investment, which would lead to a demand slowdown. Your Company
would try and navigate through this difficult period with as few
bumps as possible.
Your Company's core strength is its people. To bring in more business
focus and total ownership, your Company's business organizational
structure has been redesigned. This is expected to allow better
growth and reward opportunities for talent, while simultaneously
delivering better value to shareholders as well as to your Company's
two important business stakeholders Vendors and Channel
Partners. Your Company has always taken great pride in the high level
of individual ownership demonstrated by each Redingtonian and we
are confident that this culture will continue to prevail.
Your Company takes its social responsibility seriously and is
committed to making a long term sustainable difference in the lives
of the communities where it operates through programmes in the
areas of Education, Preventive Health Care and Environment. A special
committee of the Board will take this forward.
We would like to thank all the Directors on the Board, Employees, and
other constituents for their support and our Promoter shareholders
and other shareholders for the on-going trust in Redington. We look
forward to their continued trust and support in the coming years.

Looking ahead there are a few significant trends shaping the

distribution business in general and IT distribution in particular. Your
Company is engaged in monitoring and suitably adapting its strategy
to participate and be relevant in the changed scenario. We would like
to touch on two such emerging trends.

With warm regards,

"E" commerce is the buzz word in the corporate world today. Not a day
passes without newspapers and TV channels talking about companies

Raj Shankar
Managing Director

R. Srinivasan
Vice Chairman

Annual Report

Contents

20142015

Financial Highlights (since listing)

Standalone Financials

Consolidated Financials

(` in Crore)

Particulars

201415

Total Revenue

12,070.38 11,304.65 10,454.55 9,871.48 8,144.84 6,278.84 5,896.43 5,649.83 4,589.49 13%

201314

201213

201112 201011 200910 200809 200708 200607 CAGR

EBIDTA

346.24

337.23

342.80

321.24

249.92

201.60

173.87

148.25

101.76 17%

PBT

272.75

315.44

248.94

233.29

193.40

153.16

124.25

103.57

PAT

181.96

239.79

171.37

156.81

128.44

99.46

80.69

67.11

Networth

1,360.57

1,266.75

1,065.47

908.97

764.06

675.98

614.39

569.56

535.02

Capital Employed

1,644.35

1,623.78

1,684.74 1,529.69 1,279.09 1,051.50

904.29

821.82

EBIDTA / Revenue

2.87%

2.98%

3.28%

3.25%

3.07%

3.21%

2.95%

PAT / Revenue

1.51%

2.12%

1.64%

1.59%

1.58%

1.58%

Return on Average
Capital Employed *

30.88%

29.30%

32.33%

35.01%

33.04%

Return on Average
Equity *

23.74%

39.59%

44.00%

50.03%

4.55

6.01

4.29

34.04

31.71

26.69

EPS ( FV `2) (`) #

Book Value per Share
(FV of `2) (`)

(` in Crore)

Particulars
Total Revenue

201213

201112

201011 200910

200809

200708 200607 CAGR

31,622.67 28,005.09 24,210.38 21,222.02 16,722.66 13,277.65 12,375.99 10,542.53 8,853.90 17%
761.89

719.61

684.20

633.40

471.65

365.72

329.57

259.04

198.47 18%

65.63 19%

PBT

555.46

485.11

462.41

450.33

351.00

275.92

219.02

177.06

127.25 20%

42.42 20%

PAT@

386.53

336.65

323.11

292.74

226.00

184.33

159.66

136.07

101.70 18%

Networth

2,374.17

2,021.29

1,640.68

1,322.48

1,255.32

1,075.72

1,002.20

721.49

625.61

852.09

Capital Employed

4,446.83

3,993.84

3,947.11

3,477.61

3,186.28

2,464.57

2,226.51

2.62%

2.22%

EBITDA / Revenue

2.41%

2.57%

2.83%

2.98%

2.82%

2.75%

2.66%

2.46%

2.19%

1.37%

1.19%

0.92%

PAT / Revenue

1.22%

1.20%

1.33%

1.38%

1.35%

1.39%

1.29%

1.29%

1.12%

31.67%

31.20%

25.87%

19.85%

Return on Average
Capital Employed*

17.22%

17.23%

17.69%

18.44%

16.01%

14.59%

17.23%

18.86%

18.19%

48.44%

38.97%

29.76%

24.60%

17.91%

Return on Average
Equity*

18.20%

19.11%

22.82%

23.93%

19.95%

17.74%

19.12%

21.68%

21.27%

3.94

3.25

2.54

2.07

1.72

1.28

9.67

8.43

8.10

7.35

5.72

4.70

4.10

3.50

3.07

22.81

19.28

17.19

15.78

14.63

13.74

57.55

48.75

39.46

33.18

31.67

27.36

25.74

18.53

16.07

EPS (FV ` 2) (`) #

Book Value per Share
(FV of ` 2) (`)

1,505.44 1,226.88

For EPS calculation weighted average number of equity shares has been considered. During the year 2010-11, face value of shares got split from `10 to `2. EPS and
Book value for earlier years converted basis face value `2.
* While calculating Return On Average Capital Employed and Return On Average Equity, goodwill has been excluded / capital reserve has been included appropriately.
@
Including Loss on sale of long-term investment in Easyaccess Financial Services Limited of ` 9.07 Crores during FY 13-14.

For EPS calculation-weighted average number of equity shares has been considered. During the year 2010-11, Face value of shares got split from ` 10 to ` 2.
EPS and Book Value for earlier years converted basis face value of ` 2
* Investments and Dividend income received from wholly owned Subsidiaries is excluded

Including profit on sale of long-term investment in Easyaccess Financial Services Limited of ` 65.76 Crores during FY 13-14

Annual Report
20142015

201314

EBITDA

201415

Annual Report

Contents

20142015

Creating the Opportunity

For Redington, India's leading and the Middle East's

number one distributor of IT products, the last financial
year may be simplistically summarized as challenging.
Disruptive market forces in India and overseas
volatile currency movements, falling oil prices, and
extreme geo-political tensions in emerging markets
where Redington has a strong foothold (geographies
that contribute to more than 50 % of the company's
revenues), eroded consumer sentiment, challenged
traditional buying patterns tested Redington's
immunity to market upheavals. By delivering doubledigit growth against such a daunting backdrop in FY15,
Redington has unequivocally demonstrated its high
adversity quotient and its capacity for implementing
differentiated strategic solutions.

organized brick and mortar retailers. E-commerce

companies are successfully whetting the appetite of
the hungry consumer with a smorgasbord of brands
and purchase options on Internet sites. Periodic flash
sales draw such an overwhelming response that the
traffic sometimes even crashes the e-tail site. But the
eager consumer is rarely discouraged as the aggressive
on-line discounts are a big lure. Added to which,
the pleasure of shopping from inside the comfort
of one's home, the convenience of paying when the
product is delivered at the doorstep, and a hassle-free
return option, make for a very pleasurable shopping
experience. Since retailing is all about consumer
experience, this approach is convincingly sidelining
traditional shopping behaviors.

Unprecedented changes occurred on three distinct

fronts. Firstly the IT industry witnessed a significant
slowdown. From the retail perspective, the personal
computer, which had held reign for over a decade,
struggled to hold the attention of the consumer and
submissively started to give way to the Smartphone
and tablet a gadget that has in a short space of
time disrupted the way the world computes and surfs
the net. In response, manufacturers across the globe
have been methodically increasing their offerings in
mobile devices that support on-the-go computing
needs. In order to grab consumer attention and mindshare, they are fiercely competing with each other to
be recognized as the leader in product innovation,
pricing and distribution. In short, the barometer is fast
dipping in the PC segment, an area that has historically
accounted for about 40% of Redington's IT business.

From the enterprise perspective, cloud, although

only still evolving in emerging markets, is becoming
a disruption to the IT sector by proving to be a cost
efficient and easy-to-scale option. This may be termed
the third disruption. Cloud technology allows users
access to applications over the Internet displacing the
age-old practice of running programs by downloading
software onto a physical server or computer. Although
security issues are still being addressed and presently
only innocuous items like email reside on the cloud,
industry is nevertheless moving towards cloud
computing, and heralding a totally new way of
running a business. Young companies and start-ups
that are capital expenditure shy and comfortable
having no servers and data centres on campus, are
embracing this technology more readily as compared
to big established firms with time-honored legacy
systems. Redington sees a sunrise prospect in the
cloud computing space and is preparing itself to
benefit from this opportunity.

The mobile device segment displayed a fantastic

growth trajectory. Redington is fast emerging as
one of the leading distributors of Mobile devices in
India and expanding their smartphone portfolio. This
segment contributes to about 30% of the company's
distribution business in the country. However, the
distribution model in this segment is slowly changing
as products are increasingly being sold direct to retail
rather than to dealers.
e-Commerce is the second significant disruption. As
a major unsettling market force, it has persuasively
redefined the retail business model and upset

and (c) by offering post sales support services through

its subsidiary - Ensure. These capabilities, specialized
derivatives of Redington's core business, are areas
where the company's experience is second to none.
An efficient logistics and distribution network with
intelligent warehousing facilities and value added
services are critical aspects of running an on-line retail
business. As the e-tailer increases brand offerings and
signs up new vendors, these services become vital
for smooth operations specifically in the first and last
mile. Together with a large national footprint and the
collective strength of its subsidiaries, Redington can
benefit immensely from the e-commerce opportunity
through ProConnect. By leveraging its 79 warehouses
with a combined total square footage of 1.56 mn
square feet, it can extend state-of-the-art intelligent
warehousing facilities and logistics support to its
vendors and customers. The company's expertise in
reverse logistics is equally valuable when it comes to
consumer product returns, which statistics show, can
be about 10% of goods sold in e-retail. Finally, the
24/7 support that Redington can offer for onward
and return shipping of mission critical parts both
to a service centre or back to the vendor himself, is
absolutely priceless for a global vendor who does not
have a base in India.
Reputation loss for a Brand can be devastating if it
does not have reliable service facilities. Redington

Redington dabbles in both distribution and value

services for products in IT and non-IT in both the
consumer and commercial segments. The company
is able to therefore smartly de-risk operations be it
vendor, geography or product concentration, and
can strategically pick opportunities that add value.
Its subsidiaries, ProConnect and Ensure are vertical
agnostic and address requirements both in the
consumer and commercial space.
2014-15 was, all in all, a defining year for the company.
Redington had to recast its business model in a
daunting environment and stay relevant by learning
new strokes both in the retail and the enterprise
segments. The shift in enterprise focus from capital
expenditure to operating expenditure, and changes
in billing style from transaction to annuity, pay-peruse, and pay-per-click, together signal the dawn of a
new era in the IT industry. Companies like Redington
have to necessarily learn to conduct their business
differently from yesterday.

So what does the e-commerce wave mean for a

company like Redington? In a nutshell, Redington
views e-commerce as an additional opportunity; it
will surf this wave and not be victimized by it. The
company's differentiation comes in three ways
(a) by selling to these e-commerce companies as
an additional route-to-market (b) by exploiting the
opportunity for the end-to-end logistics services it can
offer through its wholly owned subsidiary ProConnect

Annual Report
20142015

can provide a strong service network through Ensure,

which has an established pan-India presence. Ensure
can manage the entire life cycle of a product through
one CRM and can receive any product into its portfolio
nationwide for assured quality service. This is a huge
differentiator for Redington.

Annual Report

Contents

20142015

Offering a Suite of Services

Ensure, a 100% owned subsidiary of Redington, is a

neutral, pure play after-market Services provider in
the IT and Telecom segments. The company has a
national presence with 69 owned centres and a 220
strong partner network spread across the country.
Ensure's infrastructure and methodologies are robust
and support its four lines of business: Warranty
Support Services, Infrastructure Management Services,
Spare Parts Management Services, and Enterprise
ProfessionalServices.

become critical for running business applications and

maintaining operational efficiencies. User organizations
have therefore time and again necessarily refurbished
their IT hardware from a plethora of vendors ending
up with products from multiple brands. To complicate
matters further, rapid strides in technology have
successfully shortened product life cycles and put
tremendous strain on parts availability for maintenance
of assets beyond service life. Managing the uptime of
heterogeneous IT hardware is therefore a huge challenge
for user companies. Ensure has judiciously converted
this into a big opportunity and offers single window
SLA bound AMC service for heterogeneous hardware,
which spans PCs, peripherals, and enterprise assets.
Utilizing its 20+ years of experience in the Indian market
it has evolved India-specific and industry specific cost
efficient solutions through a tightly integrated set of
proprietary processes and contemporary technological
innovations in order to assure technical know-how and
parts availability at every location in the country for
every type of hardware asset.

Given that India is one of the fastest growing markets in

the world, all major brands in the enterprise and retail
verticals, even those with an existing presence in the
country, are keenly looking at ways to increase their
market share. E-commerce, which has disrupted the
traditional retail apple cart by eliminating the retailer
as middle-man, has not only cut critical time to- market
for these brands, but has made it easy for them to
offer attractive on-line discount prices directly to the
consumer. But on the other hand, the end-user is left on
his own to grapple with after-sales service, a gap that
Ensure smartly fills as the local service provider. This in
fact is a huge sales enabler for the brand. Redington's
foresight envisioned this opportunity on the back
of the e-commerce boom and steered the set up of a
robust services platform that benefits both the brand
and the end customer. The company offers complete
parts planning, parts warehousing, forward and reverse
logistics, imports and re-exports, and assets recovery
and e-waste management to provide a single-window
fret-free parts management service tobrands.

Ensure's Infrastructure Management Services is founded

on an integrated CRM platform called Service-On-Line
through which every single call is routed and which
provides invaluable tools for service management.
MAGIC, an automated customized data collection tool
assures efficacy in parts planning and accuracy in asset
data. Customers can access service easily through toll
free phone lines, chat or email. I-TAC, the Technical
Assistance Centre promises a 98% guaranteed access
to every service request in under an impressive 60
seconds. I-TAC is manned by specially trained technical
professionals who can remote repair hardware when
possible and when field repair is needed, can remote
diagnose and predict parts requirement accurately
to ensure that a field call is closed on the first visit.
Additionally, the wide variety of hardware supported
combined with additions and deletions of customer
assets can pose a challenge to parts planning, which
requires a fine balance between availability and
overstocking. The company uses EXPART an intuitive
and custom-built application which recognizes parts
demand patterns to proactively forecast parts to be
stocked, ensuring parts availability at service locations
and minimizing time to repair.

In the realm of Warranty Support Services, Ensure

offers a toll-free call centre for quick and easy access
by its end users. Through its highly trained and vendor
certified service engineers, Ensure has helped to
minimize time-to-market for brands and also assures
customers of brand certified high quality service that
is consistent and standardized across all service centres
in thecountry.
With growing dependence on IT, thanks to the Internet
and mobility, uptime of terminal devices be it PCs, Tablets
or Smartphones, and enterprise assets like networking
devices, servers and storage which support them, has

10

Annual Report
20142015

For most brands, the complexities of India's vast

geographical structure and multiplicity of tax
structures can be daunting. Ensure offers a unique
value proposition to its customers through its Spare
Parts Management Services, which comprises full life
cycle parts management from parts planning to parts
warehousing, forward and reverse logistics, imports and
re-exports, asset recovery, and e-waste management.
Ensure also offers Enterprise Professional Services. With
the proliferation of IT into smaller towns, brand owners
and distributors of enterprise assets have had to rely
on technical experts for professional services. Ensure
enables technical training for partners, and on-going
support through solution designing and Bill of Materials
preparation. It also offers pre and post sales technical
support including installations and user acceptance
sign-offs.
The Ensure suite of service offerings comprise high
value added services and a rapidly growing opportunity
for Redington. Taken as a whole, the service capability
that Ensure brings to a customer's table is unmatched;
the service experience, one-of-a-kind.

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Adding Value End to End

ProConnect's expertise in providing value services for

distribution and logistics management puts Redington
in a niche within the distribution business. The company
has expertise in (1) point-to-point international
movement of goods, right from vendor locations across
the globe into the country, by air or by sea, (2) in clearing
international export formalities and (3) in bringing the
goods into the country after clearing India's customs at
arrival points like Chennai, Mumbai, Bangalore, Kolkata
and New Delhi. ProConnect provides state of the art

mother Warehouse and Satellite Depot Management

in its warehouses, as well as primary and secondary
logistics including last mile delivery and returns.

services offered are end-to-end faulty materials are

collected and re-exported to the country of origin, and
all customs documentations are also taken care of. For
global brands that do not have their own facility in India,
ProConnect offers a seamless one-stop shop, a virtual
extended arm, that can take care of all their requirements.
The company provides forward and reverse logistics for
all its customers, global and Indian, and when needed,
can pick up faulty parts from customer locations, move
them to service centres and after repair rejoin them into
the stream of forwardlogistics.

This knowhow that ProConnect offers is especially

valuable for today's e-tailers. It regularly picks up
materials from India's leading ecommerce companies'
sellers' warehouses and factories and moves them to
its own distribution centres. There it offers value added
services as per the clients' requirements. Pick, pack
and ship within a short timeframe critical process
requirement for ecommerce clients, is business as usual
for ProConnect. It delivers successfully every time. One
other thrust area, in fact a major one for ecommerce is
shipping. Here again ProConnect is able to expedite and
ensure last mile delivery to the end customer based on
their window of availability.

The ProConnect leverage is a huge differentiator for

Redington. ProConnect has two legs one is the captive
business of Redington but a more valuable piece is the

ProConnect is expanding its offerings in critical parts

management. It forayed into the medical field for the
first time this fiscal and delivered imaging products
within the times specified. The company distributes
from 15 warehouses to more than 500 locations pan
India for this Canadian client using transportation
systems like sprinters and couriers.
For another international client, ProConnect moves
critical parts to mission critical locations such as banks
and ATM's within tight and inviolable time lines. The

12

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third party business. ProConnect's infrastructure of 79

warehouses totally 1.56 million square feet in multiple
locations is being used today not only by Redington
but by over 60 other customers for whom the company
provides a complete suite of services import and
freight forwarding, customs clearance, warehousing
operations, transportation and delivery and reverse
logistics. Thanks to its large warehouses the company
can satisfy customers whose products not only require
a certain turnaround time and efficiency but also huge
pallets and crates needing careful but efficient handling.
Thanks to its large service network, ProConnect is well
equipped to also easily handle sizeable high value
project deliveries to even remote areas. It also offers
GPS tracking services to provide real-time consignment
status update to its customers.

Total Warehouses

Total Space

Total Manpower

79

1.56 Mn Sq ft

789

Verticals handled

Total no clients

Delivery Locations

13

62

>35K

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Boards Report

Indian Operations
Information Technology Products

To the Members,

Personal Computing & Printing

Your Directors have pleasure in presenting the Twenty Second Board's Report of your Company and the Audited financial
statements for the year ended March 31, 2015.

Growth in demand of Personal Computing devices (Desktops and Notebooks) remained depressed during FY 14-15. As per IDC,
the total number of units sold in India from April 14 to March 15 demonstrated flat to low single digit growth.

Your Company and its fifty one subsidiaries operate in India, Middle East, Turkey, Africa and South Asian countries. Your Company
is in the business of Wholesale and Value-Added Distribution of technology products to the Consumer, Small and Medium
Business (SMB), Commercial and Enterprise segments. It also offers end to end supply chain solutions and post sale support
services.

Brands like Wipro, HCL, Toshiba, Sony and Samsung have exited the Indian market which is now primarily served by HP, Lenovo,
Dell and Acer. These brands gained market share as they filled the void left by the smaller brands.
While demand of Consumer notebooks remained positive, total number of Commercial notebooks sold de-grew as there were no
major Education related projects floated by any State Government.

The Directors feel it appropriate to present the financial performance of the global company as a whole in the manner set out
below, which factors in the prevailing geo-economical environment and the associated risks and rewards.
(Figures in ` /Crores)

Particulars
Revenue from operations
Other Income
Total Revenue
Total Expenses:
a) Cost of goods sold
b) Employee Benefits
c) Other Expenses
Profit before Interest, Depreciation and Tax

India
Consolidated
13,022.73
42.79
13,065.52

2014-15
Overseas
Consolidated
18,532.13
25.03
18,557.16

Total
Consolidated
31,554.86
67.82
31,622.68

2013-14
Total
Consolidated
27,944.88
60.21
28,005.09

12,217.25
134.59
323.61
390.07

17,515.65
333.13
336.55
371.83

29,732.90
467.72
660.16
761.90

26,289.81
410.56
585.11
719.61

HP and Lenovo, the largest PC vendors in India displayed very strong growth and your Company's close engagement with these
brands enabled it to take advantage of their growth story.
Tablet as a category showed muted growth owning to large screen Smartphones (phablets) eating away its market share.
However, given our strong engagement with Multinational PC Vendors, we expect the tablet category to register significant growth
in the period going forward.
Demand for printing equipment and consumables remain stagnant with all brands struggling to increase the demand for printing
applications.
The evolution of new printing categories resulting from the growth in Social Media and Education sectors, have failed to compensate
for the drop in "print pages" in the Enterprise and Commercial sectors.
HP remains an overwhelming leader in the printing and consumable supply and we continue to maintain a steady share in their
business pie.
The Digital printing vertical registered close to 25% growth in FY 14-15 over last fiscal year. As digital press provides features like speed,
convenience for short-runs and personalisation over offset printing, your Company is positive about growth outlook going forward.

(Previous year figures have been regrouped wherever necessary to conform to the current year's classification)
The affairs of subsidiaries and an associate are conducted by respective Boards of Directors. These have been audited by their
Statutory Auditors. The Consolidated Financial Statement of the Company and its subsidiaries and associate should therefore be
read in conjunction with respective financial statements, accounting policies, financial notes, Cashflow statements, and Statutory
Auditors' reports thereon.

Commercial, Enterprise & Infrastructure

Your Directors have made the following appropriations out of the profits of the Company:

With huge payments stuck in Government infrastructure projects, large System Integrators ("SIs") have been extremely reluctant
to participate in new tenders and this resulted in projects being re-tendered and in some instances, scrapped, as the minimum
numbers of quotations were not received. Your Company's business to such SIs has consequently been impacted significantly
during FY 14-15. Since a significant part of your Company's business is dependent on supporting partners who take part in such
large infrastructure related projects, we hope that going forward the government will take effective measures to offer remedy to
delays in project payments.

Profits of the Company for the Financial Year 2014-15

Less: Proposed Dividend @ `1.90 per Equity Share of `2/- each (i.e. 95% of the Face Value)
for the year ended March 31, 2015
Dividend Distribution Tax thereon*
Balance transferred to Surplus in Balance Sheet

With overall demand for industry products and services not showing enough momentum, large enterprises remained conservative
in investing in and adopting new technologies and products. Liquidity remained tight and interest rates high further reducing the
appetite for investment in technology products and solutions.

(Figures in ` /Crores)
181.96
75.95
13.39
92.62

Creating the Infrastructure for "Digital India" and "Smart City" initiatives coupled with revival of investments in the e-governance
space is expected to provide impetus for large deals involving Servers, Storage, Networking Products, Software & Security
Products and Audio / Video surveillance equipment. These projects would be expected to be executed by Large SIs and Solution
Providers. Your Company has well established business relationships with all these organizations and this will allow us to participate
in supplying the equipment and the solutions necessary for the successful implementation of these projects.

* Net of Dividend Distribution Tax credit of ` 94 lakhs on account of dividend received from subsidiary companies.

Financial Performance of the Company

The consolidated revenue of your company was ` 31,622.7 Crores as against ` 28,005.1 Crores in the previous year with a CAGR
of 17% for five years. The consolidated net profit for the year under review was ` 386.5 Crores as against ` 336.6 Crores in the
previous year with the CAGR of 14% for the last five years.

Cloud Services

The Earnings Per Share (EPS) on consolidated basis (based on weighted average number of shares during the year) increased to
` 9.67 in the year under review as compared to ` 8.43 in the previous year.

The shift in the consumption pattern of IT products and services by technology customers towards converting their purchase of IT
asset from a Capital expenditure to an Operating expenditure based model is gathering momentum in India. This is resulting in IT
products and services being offered by various vendors in a "pay-as-you-use" model, where IT Infrastructure and Services need
not be owned by the customer, but leased out and consumed as and when required and in the quantity required.

A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis
report which forms part of the report.

This is expected to result in significant disruption in the current business model of technology distribution and your company has
recognized the imperative of getting ready to address this business reality.

Statement on salient features of financial statements of Subsidiaries and Associate in the prescribed Form AOC 1 is appended as
part of this report. The details of the subsidiaries incorporated during the financial year under review are given as part of notes to
the consolidated financial statements.

Your Company's Cloud & Solutions Business Group is in the process of building in-house resources and skills that would allow
it to offer a complete bouquet of Infrastructure as a Service (IaaS), Platform as a Service (PaaS) and Software as a Service (SaaS)
solutions, along with the essential Managed Services Portfolio (MSP) to its Channel Partners and their customers.
This independent Business Group will conceptualize, implement and deliver an integrated, vendor agnostic and customer friendly
Cloud Solutions strategy for the Indian market.

Dividend
Considering the improved consolidated performance of the Company the Directors are pleased to recommend an enhanced
dividend of ` 1.90 per share (i.e. 95% of the Face Value) for the year ended 31st March 2015 as compared to ` 0.90 per share (i.e.
45% of the Face Value) for the previous year.

14

Software & Security

Given the fact that India remains an underpenetrated market for Software products in view of large scale use of pirated Software,
your Company foresees an immense opportunity for growth in this area.

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Microsoft remains the single largest vendor of Software Products and your Company's close engagement with it will enable it to
participate and take advantage of their growth.

Nook Micro Distribution Limited (Nook Micro)

Nook Micro Distribution Limited (Nook Micro), a Wholly Owned Subsidiary of your Company, which is primarily focused on micro
distribution, has grown by around 9% during FY 14-15. Nook Micro focuses on IT and Telecom verticals with the clear intent to
adopt a direct to retail model. Given its reach and coverage in the smaller towns and cities in south of India and the differentiated
business model using a Direct-to-Retail (DTR) strategy, it is expected that Nook would capture additional businesses going
forward. During the last fiscal, it was able to strengthen its relationship with Lenovo brand by adding more territories and products
to its bouquet and has also added HP Stream Notebook distribution in Karnataka. Nook Micro has also been appointed by Apple
for distribution of iPhone in the states of Andhra Pradesh and Karnataka.

Growth in infrastructure spending would also result in increased business for Oracle and as its largest distributor, your Company
would ensure that it garners its legitimate share of the pie.
Government's emphasis on manufacturing is likely to result in accelerated demand for Autodesk's flagship software products for
industrial designing and with its vertical based market approach Autodesk is well positioned to take full advantage of possible
opportunities.
Your Company's Software bouquet is rounded off with smaller vendors offering niche products and solutions and your Company's
approach is to provide an effective Go-To-Market (GTM) route for these vendors to establish themselves and increase customer
awareness of their products and solutions. While currently these vendors offer limited revenue opportunities, in the medium term
they would help us achieve our profitability objectives while retaining the promise of higher revenue in future, once their business
levels mature.

ProConnect Supply Chain Solutions Limited (ProConnect)

ProConnect Supply Chain Solutions Limited (ProConnect) is a Wholly Owned Subsidiary of your Company engaged in providing
Supply Chain Solutions and it has shown revenue growth of 19% during the Financial Year under review.
ProConnect delivers end to end logistics services to customers across different industry verticals. The scope of its services
includes Imports, customs clearance, mother warehouse and satellite depot management, primary and secondary logistics to
last mile delivery and returns. During last fiscal, ProConnect on-boarded and operationalized twenty four new 3PL customers.

Security vendors like Symantec, Sonicwall, McAfee, Palo Alto, CA, Citrix, Cyberoam, Fortinet etc., have benefited from growing
data security / integrity concerns, resulting in enhanced opportunity for implementation of solutions assuring authorized data
access, data sanctity and prevention of Data theft. Your company has experienced an increase in revenue from its Security
products portfolio and this would remain a growth area in the foreseeable future.

We are pleased to share that ProConnect was awarded as "Best 3PL Company of the year-Hi-Tech" at the 8th Logistics and
Supply Chain Leadership Awards.

Going forward, your Company plans to reinvest in Training and establishing Concept Centers to offer a solution driven approach
for our Channel Partners.

The explosion of e-commerce business in India presents a huge business opportunity to all SCM solutions providers and
ProConnect recognizes the significance of this vertical. ProConnect's network of around 80 strategic warehousing locations,
linked by logistics management services based on a unified technology platform, offers a differentiated value to the operators in
the E-Commerce market resulting in successful contracts from some of the large e-commerce companies.

Consumer and Digital Lifestyle Products

Your Company has carved out a strong presence in the space of Consumer and Digital Lifestyle Products with a vertical revenue
growth of 35% over the previous Fiscal Year.

Ensure Support Services (India) Limited (Ensure)

Ensure Support Services (India) Limited (Ensure), which existed earlier as a separate division of your Company, commenced its
operations as of 1st April 2014 as a wholly owned subsidiary, delivering revenue growth of 17% during the year under review.

The expansion of 3G networks during the fiscal boosted Smartphone sales in India. The advent of new versions of iPhones viz 6
and 6 Plus, were instrumental for the strong double digit growth last fiscal. As per IDC, Smartphones shipments in India grew to
over 81.6 million units in CY14 and is expected to reach 111.4 million units and 148.6 million units in CY15 and CY16 respectively.
Given that Smartphone segment is yet to fully penetrate the rural segment, the roll-out of 4G networks by various operators and
specifically the aggressive pan-India penetration plans of Reliance Jio wireless broad-band, there remains tremendous head-room
for growth in the Smart Phone space. Your Company is in talks with various brands to enlarge its bouquet of products to take full
advantage of this opportunity.

Its unique delivery mechanism in the Infrastructure Management Services has enabled Ensure acquire several prestigious customers
during last fiscal. The Enterprise Professional Services business has also experienced a good growth and has gained the recognition
of important vendors including HP, Cisco and Oracle, among others.
During the year under review, Ensure's Warranty Support services business has been enhanced by the addition of brands like
Lenovo, Samsung, XiaoMi & Flipkart. Ensure sees a big opportunity going forward in providing support services to e-commerce
customers.

While the Windows based PC demand remained depressed, your Company's revenue from Apple's iMac business almost
doubled. With expected launch of new versions of MacBook in Indian Market, we expect the demand to remain very strong in
future as well. Given the aggressive growth plans plan that Apple has chalked out, your Company foresees promising revenue
opportunities and is well positioned to participate in this growth area.

Associate
Currents Technology Retail (India) Limited ("Currents"), a Wholly Owned Subsidiary of Redington (India) Investments Limited, an
Associate Company, has grown the revenue by 80%+ in the last financial year offering the complete suite of Apple products (iMac,
iPhone, iPad etc.,) to customers creating a superior Apple experience.

Revenue growth from BlackBerry business was subdued during the year. With the vendor reorienting its strategy towards solution
selling as opposed to device sales, your Company believes that this business would transform into a valuable niche business,
offering very good earnings potential.

Overseas Operations

Automated Distribution Centres (ADC)

The capacity and capability of the Automated Distribution Centre (ADC) in Chennai is now fully utilized and after assessing future
business needs , construction of the second phase at Chennai ADC has commenced and the enhanced capacity is expected to
come on stream during first half of Financial Year 2016-17.

Your Company's overseas operations are carried out through two wholly owned subsidiaries; Redington International Mauritius
Limited, Mauritius - (RIML) addressing Middle East, Turkey, Africa region and Redington Distribution Pte Limited, Singapore (RDPL)
addressing South Asian region including Sri Lanka, Bangladesh, Nepal and Maldives markets.

The ADC facility in Kolkata also has reached its optimum capacity utilization on the back of securing large accounts from Pharma
and E-Commerce verticals.

During the last FY 14-15, RDPL as a consolidated entity, posted a strong double digit growth in both Revenue and Earnings. Your
Company expects continued growth in these regions in the coming years.

As regards the ADC facility at Delhi-NCR, the Company has received the first tier approval for construction from the concerned
authorities. Approval for extended space and coverage is awaited.

Redington Gulf FZE (A wholly owned subsidiary of RIML) addressing in the META region faced unprecedented challenges resulting
from severe Geo-political and currency volatility across several markets in Africa during FY 14-15.
The steep decline in crude oil prices (over 55% during FY 14-15) had a serious impact on oil-dependent economies in Middle East
and Africa. This resulted in a slowdown in corporate and government spending in many ME markets.

Subsidiaries

In spite of above mentioned adverse market situations, Redington Gulf FZE, retained the No 1 position in the Middle East by topping
the Channel Middle East Power List for the 11th year in succession. It has also won accolades from many vendors during the year,
notably HP, VMWare and Barracuda as also for being the Best Service Provider in EMEA for Dell, to cite a few examples.

Cadensworth (India) Limited (Cadensworth)

Your directors are happy to announce that Cadensworth (India) Limited, a Wholly Owned Subsidiary of your Company, has grown
its revenue by 30% YOY. Cadensworth's focus as a Solution-Based distributor in technologies like Voice/Video, Data Networking,
Security, Wireless LAN and 3D-Printing has enabled to position itself strongly with vendors and partners. Cadensworth's ability to
support some of its partners in installation and implementation at their customer locations allowed it significant earning opportunity.

16

Your Company's operations in Turkey are carried out through Arena, which your Company acquired in 2010. Turkey has had its own
share of challenges both on the political and economic fronts. The conservative outlook of the Government had a negative impact on

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the Turkish Lira, resulting in a significant depreciation in its value. The sharp depreciation of the currency resulted in a sharp increase
in the landed price of IT products, thereby impacting demand and profitability, apart from resulting in an increase in the effective
corporate income tax rate for Arena. The PC market during the year also experienced a decline in the region.

DHS, Statutory Auditors (Firm Registration No. 008072S) of the Company retire at the ensuing AGM. The Board had approved
their appointment as Statutory Auditors till the next AGM of the Company, subject to the approval of the Shareholders.
The Company has received a certificate from M/s. Deloitte Haskins & Sells to the effect that their appointment, if made,
would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions
of the Companies Act, 2013, from being appointed as Statutory Auditors of the Company.

However, you will be pleased to note that your company's overseas operations showed tremendous resilience in surmounting all
challenges, recording a 16.2% increase in revenue and a 19.5% increase in profits during the financial year under review.

Directors and Key Managerial Personnel

Corporate Governance and Management Discussion & Analysis Report

Mr. R. Srinivasan stepped down from the position of Managing Director on October 17, 2014 while continuing to be on the Board
as the Vice Chairman of the Company. Mr. Raj Shankar assumed the responsibility of Managing Director of the Company with
immediate effect.

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance and Management Discussion and
Analysis is attached to this Annual Report.

Disclosures

The tenure of appointment of Mr. Raghunandan as Whole-Time Director came to an end on 28th February 2015. The Board of
Directors at their meeting held on 2nd February, 2015, have approved the re-appointment of Mr. Raghunandan as a Whole-Time
Director for a further period of one year with effect from 1st March 2015, subject to the approval of shareholders in the ensuing
Annual General Meeting.

Board and its committees

The details of the Meetings of the Board and its committees held during the financial year, the composition of the committees and
the details of committee meetings are given in the Corporate Governance Report.

Ms. Suchitra Rajagopalan was appointed on the Board as an Additional Director (Woman Director) during September 2014.
Your Company has received notice from a member, proposing her appointment as Director of the Company, along with requisite
deposit. Resolution for appointment of Ms. Suchitra as Director of the Company is included in the notice of ensuing Annual
General Meeting.

Independent Director Declaration

All the Independent Directors have given declaration in terms of Section 149(6) of the Companies Act, 2013.
Internal Financial Controls

Mr. R. Jayachandran, Mr. N. Srinivasan and Mr. R. Srinivasan, Directors of the Company are scheduled to retire by rotation, and
being eligible, have offered themselves for re-appointment.

The Company is in compliance with the requirements of Companies Act, 2013 with regard to the Internal Financial Controls which
embraces adherence to Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records and timely preparation of financial information. Internal Controls are designed to cover
financial matters, operational areas besides fraud prevention mechanism. The internal audit function has devised an appropriate
audit mechanism and periodically deployed comprehensive test checks to enable Internal Audit to give reasonable assurance to
the Audit Committee that the Internal Financial controls are adequate and operating effectively.

Brief resumes of the Directors who are getting reappointed are furnished in the Notice of Annual General Meeting.
Mr. S. V. Krishnan, Chief Financial Officer of the Company, was appointed as Key Managerial Personnel as per the requirement
of Companies Act, 2013 with effect from 30th May 2014. Other Key Managerial Personnel of the Company are Mr. Raj Shankar,
Managing Director, Mr. M. Raghunandan, Whole Time Director and Mr. M. Muthukumarasamy, Company Secretary.

The Board opines that the internal controls implemented by the Company for preparation of financial statements are adequate
and sufficient.

Directors' Responsibility Statement

In compliance with Section 134(5) of the Companies Act, 2013, the Directors of the Company, state that:
a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and
of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Risk Management
The Board of Directors constituted a Risk Management Committee for implementing and monitoring the Risk management
practices in the Company. This Committee meets periodically and reviews the potential Risks associated with the Company and
discusses steps taken by the management to mitigate the same.
The Board of Directors reviewed the risk assessment and procedures involved in the Company and is of the opinion that there are
no risks which may threaten the existence of the Company.
Details of Employee Benefit Scheme
The disclosures as required under Regulation 15 of SEBI (Share Based Employee benefits) Regulations, 2014 is given in Annexure
A-1 to this Report. The certificate from the statutory auditors of the Company stating that Employee Stock Option Plan 2008 has
been implemented in accordance with SEBI (Employees share benefits) Regulations, 2014 and in accordance with the resolution
of the company in the general meeting, is also appended thereto.
Your Company had instituted Employee benefit schemes to the employees of the Company and its subsidiaries and to the
Directors of the Company through Employee Share Purchase Scheme (ESPS) 2006 and Employee Stock Option Plan 2008
respectively. The details of the schemes pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014
is given as Annexure A-2 to this Report.

Credit Rating
CRISIL has upgraded its rating on the long-term bank facilities of your Company from A+ (read as A positive) to AA- stable (read
as CRISIL double A minus, stable). The rating on the short-term debt and bank loan facilities had been reaffirmed at 'CRISIL A1+'
(read as CRISIL A one plus), which is the highest rating for this category. This is beneficial for the company's borrowing.

Information on Conservation of Energy and Technology Absorption

A. Conservation of Energy:
i. Steps taken for Conservation of Energy:
The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve
energy by way of optimizing usage of power and virtualization of Data Centre.

ICRA reaffirmed its ratings for the long-term fund based facilities as 'ICRA AA-' (read as ICRA Double A minus). It has also
reaffirmed its rating on the short-term debt program/commercial paper, fund and non-fund based facilities at 'ICRA A1+' (read as
ICRA A one plus), their highest rating in this category.

B. Technology Absorption:

Auditors

i. Effort made towards technology absorption:

Your Company continues to use the latest technologies for improving the quality of services it offers. Some of the technology
adoption and absorption like cloud technology, virtualization and mobile based technologies resulted in better operational
efficiencies and Turnaround Time (TAT).

The Company's Statutory Auditors, M/s. Deloitte Haskins & Sells ("DHS"), Chartered Accountants issued their report on
the Standalone and Consolidated Financial Statements of the Company and same is appended here to the Report. The
Auditors' Reports on the Standalone and Consolidated Financial Statements does not contain any qualification, reservation
or adverse remark.

18

ii. Import of Technology:

The Company has not imported any technology during the year.

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Compliance with other regulations

iii. Expenditure on Research and Development:

Since your Company is not involved in manufacturing activities, it did not incur any expenditure on research and development.

Auditors Certificate on Downstream Investment

Foreign Exchange earnings and outgo

With regard to the downstream investments in Indian subsidiaries, the Company is in compliance with the FDI regulations and the
Company has obtained a certificate from the statutory auditors in this regard.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms
of actual outflows is given in notes 30 and 31 of the standalone financial statements.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Policy on Appointment and Remuneration of Directors

Your Company has framed a policy on Sexual Harassment to ensure a free and fair enquiry process on complaints received from
the employees against Sexual Harassment. No complaints were reported pertaining to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of
directors and remuneration for the Directors, Key Managerial Personnel and Other Employees. The same is enclosed as Annexure
B to this report.

Acknowledgment

Performance evaluation of the Board and Committees

Your Directors take this opportunity to thank the shareholders including the principal shareholders, customers, suppliers, bankers,
business partners/associates, for their consistent support and encouragement to the Company. I am sure you will join my other
Board Members in conveying our sincere appreciation to all employees of the Company and its subsidiaries and Associate for
their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant
and leading player in the industry.

The details of annual evaluation made by the Board of its own performance and that of its committees and individual directors and
performance criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure
C to this report.
Particulars of Employees
The Particulars of employees required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, have been given in the Annexure D appended hereto and forms part
of this report.

On behalf of the Board of Directors

Place : Chennai
Date : May 27, 2015

Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given and investments made along with the purpose for which the loan is proposed to be utilized by the
recipient are provided in the Standalone Financial Statements. Please refer to Note 17 to the standalone financial statement.

Index of Annexure to the Board's Report

Corporate Social Responsibility

Annexure
Reference
Details of disclosure
A1
Disclosures as required under Regulation 15 of SEBI (Share Based Employee benefits) Regulations, 2014
A2
Details of the Employee benefit schemes implemented by the Company
B
Policy on appointment of directors and remuneration for the Directors, Key Managerial Personnel and Other
Employees
C
Details of Performance evaluation of Board & Committee and the Evaluation criteria for Independent Directors
D
Particulars of employees required Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
E
Report on Corporate Social Responsibility
F
Secretarial Audit Report
G
Summary of the vigil mechanism
H
Extract of Annual Return of the Company in Form MGT-9

The Committee for Corporate Social Responsibility (CSR) has formulated and recommended to Board a policy on CSR indicating
the activities to be undertaken by the Company. The Annual Report on CSR is given under Annexure E to this report.
Secretarial Audit Report
Pursuant to the Section 204 of Companies Act, 2013, the Company has arranged for carrying out Secretarial Audit by a Practising
Company Secretary Mrs. R. Bhuvana and the scope of such audit is governed by the guidelines issued by the Institute of
Company Secretaries of India. The report furnished by the Auditor in the format prescribed under Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure F to this report and such report does not contain
any qualification, reservation or adverse remark.
Vigil Mechanism
The Company has implemented a vigil mechanism to provide a framework for the Company's employees and Directors to
promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the
Company. A brief summary of the vigil mechanism implemented by the Company is annexed under Annexure G to this report.
Extract of Annual Return

Annexure A1

Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure H to this Report.

A. Disclosure as required under SEBI (Share Based Employee Benefits) Regulations, 2014

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and company's operations in future

The Company has not received any deposits as defined under Companies Act, 2013 during the Financial Year 2014-15

The Company had not entered into any material contract / arrangements with related parties during the Financial Year 201415 which were not in the normal course of business as well as not on an arm's length basis

Particulars
1 Number of options granted
2 The Pricing Formula

There are no material changes and commitments affecting the financial position of the company which have occurred
between 31st March 2015 and the date of this report.

20

Details of Familiarisation Programmes

http://redingtonindia.com/images/Familiarizationprogrammes.pdf

Criteria of Making payment to

Non Executive Directors

http://redingtonindia.com/images/PolicyonpaymenttoDirectors.pdf

20142015

2,074,812

8 Variation in the terms of options

9 Money realised by exercise of options during FY 2014-15 (`)
10 Total Number of Options in force

Annual Report

Market price or such price as decided by the Board

2,203,711

7 Number of options lapsed

Policy for determining Material Subsidiaries http://redingtonindia.com/images/PolicyonMaterialSubsidiaries.pdf

2,821,328
(includes 485,355 lapsed options granted subsequently)

4 Number of options exercised

6 Total number of shares arising as a result of exercise of options

http://redingtonindia.com/images/PolicyondealingwithRelatedPartyTransactions.pdf

ESOP Scheme

3 Number of options vested

5 Number of options vested and exercisable

Weblinks
Policy on Related Party Transaction

J Ramachandran
Chairman

128,899
10,374,060
617,617
No variations made in the current year
11,292,684
128,899

Annual Report

Contents

20142015

21

Annexure A2

B. Employee-wise details of options granted to

Particulars

Employee Stock Option Plan 2008

No. of options granted

1 Senior Management Personnel

No options were granted during the financial year 2014-15

2 Employees who were granted, during any one year, options

amounting to 5% or more of the options granted during
theyear

NIL

During the year 2008, the Company has granted 23,35,973 options at an exercise price of ` 348.05 to the employees / nonpromoter directors of the Company and its subsidiaries under the Employee Stock Option Plan 2008.

3 Identified employees who were granted option, during

any one year, equal or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
Company at the time of grant

NIL

Due to continuous slide in share prices caused by the global economic turmoil, the shares of the Company were traded in the
stock market at a price much lower than the grant price. To make the scheme more attractive, 19,59,830 options, that were
granted and outstanding as of January 28, 2009, were re-priced at ` 130/- per option.
The details of options granted, options vested and options outstanding under Employee Stock Option Plan 2008 are given in note
36 of the Standalone Financial Statements.

Employee Share Purchase Scheme, 2006

C. Diluted Earnings Per Share pursuant to issue of shares on exercise of options calculated in accordance with Accounting
Standard (AS) 20 - ` 4.55

During the year 2006, the Company has formed Employee Share Purchase Scheme to offer shares of the Company and its
subsidiaries to employees. The Company issued 15,52,500 equity shares of ` 10/- each at a price of ` 62/- per share to
Redington Employees Share Purchase Trust which was formed in April 2006 to administer the Redington (India) Limited ESPS.
There are no shares held by the trust as at the end of the Financial year.

D. The impact on the profits and EPS of the fair value method is given in the table below:
` In Lakhs
Profit as reported

18,195.56

Add - Intrinsic Value Cost

Nil

Less - Employee Stock Compensation Expense as per Fair Value Method *

Annexure B

-33.60

Profit as adjusted

Part APolicy on appointment of Directors

18229.16

Earning per share (Basic) as reported

4.55

Earning per share (Basic) adjusted

4.56

Earning per share (Diluted) as reported

4.55

Earning per share (Diluted) adjusted

4.56

For the Board of a Company to be effective and efficient, it should comprise of individuals who have professional qualifications
and proven experience in their respective fields of specialization.
The Nomination and Remuneration committee evaluates the Directors and recommends the Board for their appointment /
reappointment and ensures optimum composition of Board. While recommending appointment of an Individual as a Director on
the Board, the committee has to review the following factors including the others:
Diversity of the Board
Qualification and positive attributes
Independence of Directors (in the case of Independent Directors)

* Employee Stock Compensation expense for the year as per Fair Value is a net credit on account of cancellation / lapse of
options, as these cost have already been considered in the previous year when the options were outstanding.

Diversity of Board

E. Weighted average exercise price of Options whose

(a) Exercise price equals market price
(b) Exercise price is greater than market price
(c) Exercise price is less than market price

Diversity in the Board enhances diversity of ideas. Having this ideology in mind, the Committee shall take into consideration
various factors including the following to ensure Board Diversity:
Optimum composition of Executive Directors and Non-Executive Directors on the Board;
Professional experience and expertise in different areas of specialization;
Diversity criteria including, but not limited to gender, age, ethnicity, race, religion, culture and geographic background;
Academic qualification, functional expertise, personal skills and qualities

The Company has not granted

options during the financial
year 2014-15

Weighted average fair value of options whose

(a) Exercise price equals market price

The Company has not granted

options during the financial
year 2014-15

(b) Exercise price is greater than market price

(c) Exercise price is less than market price

The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.
Qualification and positive attributes
The committee may also assess whether they meet qualification criteria and the positive attributes set below:
Financially literate, which means he/she possess the ability to read and understand basic financial statements i.e. balance
sheet, statement of profit and loss, and statement of cash flows.
Possess high levels of personal, professional integrity
Have appropriate knowledge / experience about the industry and the Company, or ability to acquire required knowledge and
understanding.
Able to provide guidance to the Board in matters of business, finance, strategy and corporate governance
Able to analytically look into the issues placed before the Board and provide strategies to solve them
Possess better communication skills and ability to work harmoniously with fellow directors and management;
Willingness to devote the required time, including being available to attend Board and Committee meetings

F. Method and Assumptions used to estimate the fair value of options granted during the year:

The Company has not granted options during the financial year 2014-15.
Compliance certificate

We have examined the books of account and other records maintained by Redington (India) Limited ("the Company") for the year
ended March 31, 2015 and on the basis of such examination, information / explanations and representations given to us, we
confirm that the Company's Employee Stock Option Scheme 2008 has been implemented in accordance with the "Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" and in accordance with the Resolution passed in the
Extra-ordinary General Meeting of the Company held on February27,2008.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 008072S)
Place:Chennai
Date: May 27, 2015

22

Independence of Directors (only in the case of Independent Directors)

Any relationship between the company and directors other than in the normal course will affect the Independence of directors in
many ways. The Committee shall assure that the candidate proposed for the position of Independent Director meets the minimum
criteria for Independence set out under Section 149 of the Companies Act, 2013. It shall also assess if the candidate would be
able to meet the standards mentioned in the code for Independent Directors under the Companies Act, 2013.

MK Ananthanarayanan
Partner
(Membership No. 19521)

Annual Report
20142015

Annual Report

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20142015

23

Part BPolicy on Remuneration to Board of directors, key managerial personnel and other employees

In consonance with this well formulated principle, the compensation of employees has been linked to performance. However for
compensation above certain limits have variable component in the salary structure and are linked to Key Result Area (KRA) fixed
to the employees.

Introduction
With the view to ensure that the Company attracts, motivates and retains qualified industry professionals for the Board and
Management in order to achieve its strategic goals this policy is designed to encourage behaviour that is focused on long-term
value creation, while adopting the highest standards of good corporate governance. The remuneration policy of the Company
is aimed at rewarding performance, based on review of achievements on a regular basis and is in consonance with the existing
industry practices.

Share/Stock based compensation

To attract and retain the talent, motivate employees to achieve business goals, reward performance with ownership and align
employees interests with those of shareholders, the company endeavours to create wealth to the directors and employees by way
of share/stock based compensation framed by the Company. Prior to and post listing of the shares of the Company on the stock
exchanges, the Company, formulated various schemes to offer shares/stock based compensation to the directors and employees.

This policy is now re-framed to ensure that the requirements of Section 178 of the Companies Act, 2013 is met and it intends to
define general guidelines for the company's pay to the Board of Directors, Key managerial Personnel and Senior Management
and other employees.

Insurance coverage
To protect the interest of the directors and employees while carrying out their duties which are exposed to various legal and regulatory
requirements, the Company has obtained various insurance policies such as Directors & Officer's Liability Insurance, etc. The
Professional Indemnity policies are intended to protect the Directors and executives from legal action. The policy normally covers
legal costs for defending civil suits.

Remuneration of Directors
The Board of Redington (India) Limited comprises of three categories of Directors viz., Executive Directors, Non Executive Directors
and Non Executive Independent Directors.
The Remuneration to Executive and Non Executive Directors are governed by the provisions of Companies Act, 2013 and the
rules framed thereunder and the notifications issued by the Ministry of Corporate Affairs from time to time.

Annexure C
Performance Evaluation Process & Criteria

Executive Directors

Nomination and Remuneration Committee of Board of Directors has formulated criteria and questionnaires to evaluate the
performance of Board, its committees and Individual Directors including the Independent Directors. Further, the Independent
Directors at their separate meeting formulated the criteria and questionnaire to evaluate the performance of Non Independent
directors and the Chairman of the Board.

The Executive Director's compensation comprises of two broad components Fixed Remuneration and a performance-linked
variable component. The fixed remuneration is determined based on market standards and the Company's specific needs from
time to time. The Board of Directors evaluate the fixed remuneration annually based on the results from the previous period and
with due consideration to the trend within the market standards.

The formal annual evaluation has been carried out in the manner given below:

Variable Components of the Executive Directors includes performance linked bonus, which will be decided by the Board based
on the performance criteria with the objective to create long term shareholder value.
Executive Directors do not receive any sitting fees for attending the Board and Committee meetings.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination
and Remuneration Committee.

Independent Directors at their separate meeting has carried out annual evaluation on the performance of Non Independent
Directors, Board as a whole and performance of the Chairman of the Company.

As stipulated under the Code for Independent Directors, the Board of Directors has carried out the performance evaluation
of each Independent Directors by circulating the questionnaires to the other Board members, excluding the director being
evaluated.

Non Executive Directors

The Non Executive directors including Independent Directors are paid commission upto one percent of the profits as may be
decided by the Nomination and Remuneration committee and the Board of Directors. This profit is to be shared amongst the Non
Executive Directors.

Some of the key criteria for performance evaluation are as follows:

Non Executive Independent Directors are eligible for fixed amount of sitting fees for attending meeting of the Board of Directors
and its committees as allowed under the Companies Act 2013.

Evaluation of Non Independent Directors:

Reimbursement of expenses
All expenses incurred by the Board of Directors for attending the meetings and events of the Company are reimbursed at actuals.
Remuneration to Key Managerial Personnel and Senior Management Personnel
It is to be ensured that Key Managerial Personnel (KMP) and Senior Management Personnel are paid as per the trend prevalent in
the similar industry, nature and size of business. The level and components of remuneration is reasonable and sufficient to attract
and retain the KMPs and Senior Management.

The fixed component is paid on a monthly basis and the variable component is paid on the degree of their achieving "Key Result
Areas". Executive Directors on yearly basis, on discussion with the KMP and senior management personnel, frame the Key Result
Area (KRA). The KRA is fixed with an aim to achieve the overall objectives of the company.

24

Attract and retain employees with skills required to effectively manage the operations and growth of the business;

Motivate employees to perform in the best interests of the Company and its stakeholders

Familiarity with all the spheres of the activities of the Company

Level of participation in developing Business Strategies

Quality of relationship with other members of the Board

Ability to exercise responsibilities in a Bona fide manner

Level of Contribution in Implementing Best Corporate Governance practice

Independent Judgment during Board's deliberation on strategy, performance, risk management etc.

Note:
1. For the purpose of calculating the remuneration, the salary and perquisites as defined under Income Tax Act, 1961 is considered.
2. The remuneration received by Directors from the Company is only considered.

Annual Report
20142015

Level of familiarity and compliance with the codes and policies

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

To have a strong bondage with the company and long time association of the employees, the management while fixing
remuneration to the employee ensures that it:

Annexure D

Remuneration to other employees

Appropriately compensate employees for the services they provide to the Company;

Attendance and participation at Board and Committee meetings

Evaluation of Independent Directors: (In addition to the criteria for Non Independent Directors)

The remuneration for Key Managerial Personnel and Senior Management comprises of two broad components i.e Fixed
andVariable.

Annual Report

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25

A. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Particulars
No. of shares at the end of financial year A

Ratio to median
remuneration

Name of Director

Designation

Prof J. Ramachandran

Chairman, Non Executive Independent Director

4.8

Market Capitalization (` in Cr) C = A X B

Mr. N. Srinivasan

Non Executive Director

4.5

Earnings Per Share (EPS) excluding Exceptional Item D1

Mr.V. S. Hariharan

Non Executive Independent Director

4.6

Price Earnings Ratio excluding Exceptional Item E1 = B/D1

Mr. Keith WF Bradley

Non Executive Independent Director

4.3

Earnings Per Share (EPS) inlcuding Exceptional Item D2

Ms. Suchitra Rajagopalan

Non Executive Independent Director

0.2

Price Earnings Ratio including Exceptional Item E2 = B/D2

Mr. M. Raghunandan

Whole Time Director

16.5

Share price at the end of financial year (NSE) B

Designation

Prof J. Ramachandran

Chairman, Non Executive Independent Director

YOY %

Mr. N. Srinivasan

Non Executive Director

27.9

Mr.V. S. Hariharan

Non Executive Independent Director

43.6

Mr. Keith WF Bradley**

Non Executive Independent Director

NA

Ms. Suchitra Rajagopalan*

Non Executive Independent Director

Mr. M. Raghunandan#

Whole Time Director

Mr. S. V. Krishnan@

Chief Financial Officer

22.8

Mr. M. Muthukumarasamy@

Company Secretary

3.0

399702790

399481820

131.25

78.8

5246.10

3147.92

4.55

4.30

28.85

18.33

4.55

6.01

28.85

13.11

NA
218.2

Managerial remuneration paid during the year 2014-15 includes performance linked bonus of previous year, hence notcomparable.

The percentage increase in the Cost-to-Company for the managerial personnel in the financial year 2014-15 was 20%, which is
more comparable with the average percentile increase made in the salaries of employees other than the managerialpersonnel.

I.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Name

Designation

Remuneration paid to Mr. S. V. Krishnan and Mr. M. Muthukumarasamy during FY 14-15 includes variable salary
component paid to them pertaining to previous period. However, on Cost to Company basis, the increase in
remuneration paid to Mr. S. V. Krishnan and Mr. M. Muthukumarasamy during FY 14-15 is 10% and 7% respectively.

As a % of PAT

Whole Time Director

218.2

0.4

Mr. S.V. Krishnan

Chief Financial Officer

22.8

0.3

Mr. M. Muthukumarasamy@

Company Secretary

3.0

0.1

Mr. Raj Shankar and Mr. R. Srinivasan, Directors of the Company and its subsidiaries are being paid remuneration from the
overseas wholly owned subsidiary of the Company, hence the same is not considered.

% Increase in
remuneration paid

Mr. M. Raghunandan#
@

Remuneration paid to Mr. M. Raghunandan during FY 14-15 includes performance linked bonus pertaining to the
financial years 2011-12, 2012-13 and 2013-14. There is no increase in his Cost to Company during FY 14-15.

Remuneration paid to Mr. S. V. Krishnan and Mr. M. Muthukumarasamy during FY 14-15 includes variable salary
component paid to them pertaining to previous period. However, on Cost to Company basis, the increase in
remuneration paid to Mr. S. V. Krishnan and Mr. M. Muthukumarasamy during FY 14-15 is 10% and 7% respectively.

C. There is no percentage increase in the median remuneration of employees in the financial year.
D. Number of permanent employees on the rolls of company as on March 31, 2015: 1211

J. Key parameters for any variable component of remuneration availed by the directors;

E. Explanation on the relationship between average increase in remuneration and company performance:

For increase in the remuneration of employees, the Company takes in to consideration amongst other criteria, the Industry
Trend, Performance of the employees, Performance of the Company etc.

The average percentile of increment given to the employees at the beginning of FY 14-15 is 10.2% and the Revenue and
Profit after Tax (before exceptional item) growth during FY 2014-15 over FY 2013-14 were 6.8% and 6.1% respectively.

F. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

For Executive Directors, the variable component of remuneration would be paid based on achievement of various parameters
which includes the achievement of Key Results Areas fixed. For payment of commission (variable every year) to non executive
directors, the Company obtained the approval of members at the AGM of the Company held on July 31, 2012. As per the
approval, the Company can pay commission to the Non Executive Directors, within the ceiling of 1% of the net profits of the
Company as computed under the applicable provisions of the Companies Act. The said commission is decided each year by
the Board of Directors. It would be distributed amongst the Non-Executive Directors as may be decided by the Board.

K. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during the year:

6.1%

66.7%
5.7%

Mr. M. Raghunandan was the highest paid director during the Financial Year 2014-15.
Name of the employee

The higher increase in remuneration paid to Key Managerial Personnel is due to the performance linked bonus / variable
salary components pertaining to previous years paid during FY 14-15.

Clynton Almeida

G. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year
and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in
comparison to the rate at which the company came out with the last public offer in case of listed companies.

Ratio
1.3

Remuneration paid to Mr. Clynton Almeida includes ` 26,30,000/- of Income from Perquisite on account of exercise of
Stock Options granted to him under Redington Employee Stock option Plan, 2008

L. It is affirmed that the remuneration is as per the remuneration policy of the Company

Annual Report
20142015

120.01

Remuneration paid to Mr. M. Raghunandan during FY 14-15 includes performance linked bonus pertaining to the
financial years 2011-12, 2012-13 and 2013-14. There is no increase in his Cost to Company during FY 14-15.

Increase in remuneration of Key Managerial Personnel (based on Cost to Company)

57.41

Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year
i.e. 2014-15 was 10.2% and the increase made in the managerial remuneration for the same financial year was 84.6%.

Increase in remuneration of Key Managerial Personnel (based on Remuneration paid during FY 14-15)#

66.65

** Mr. Keith WF Bradley was appointed on April 01, 2013. He was not entitled for the Commission for the financial year
2012-13. Hence no commission was paid during FY 13-14.

Increase in Profit after Tax of the Company (excluding exceptional item) over previous year

YOY growth %

H. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration;

28.6

* Appointed during the Financial Year 2014-15, on September 29, 2014

26

FY 14

The Company came out with Initial Public Offer during 2006-07 at price of ` 113/- per equity share of Face Value ` 10/- each.
On August 23, 2010 the shares of face value of ` 10/- each was sub-divided into 5 Equity shares of face value of ` 2/- each.
The closing price of the Company's share on NSE as at March 31, 2015 was ` 131.25. As on March 31, 2015, the shares of
the Company was trading higher by 480.75% as compared to the issue price during the Initial Public Offer.

B. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary
or Manager, if any, in the financial year:
Name of Director

FY 15

Annual Report

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20142015

27

M. Particulars of Employees

Further details on the projects, programmes relating to CSR is available in the below page

Web link: http://redingtonindia.com/images/CSRpolicy.pdf

Details of employees who were employed throughout the year and were in receipt of remuneration of more than
`60.00 Lakh per annum
Mr. P.S. Neogi

Mr. Kasturi Rangan E.H

Mr. Clynton Almeida

Mr. V.S. Hariharan

Chairman

Joint Chief Operating Officer

Joint Chief Operating Officer

Chief Information Officer

Mr. R. Srinivasan

Member

Mr. M. Raghunandan

Member

Name of the Employee

Designation
Remuneration

` 6,748,884

Nature of employment

` 8,509,200

3. Average net profit of the Company for last three financial years ` 246 Crore

Permanent

Permanent

Permanent

Chartered Accountant

Bachelor of Science

15 years

12.5 years

15 Years

April 1, 2000

October 1, 2002

April 19, 2000

57

50

54

Exports Manager
Redington Pte Limited,
Singapore

Practising
Chartered Accountant

Senior Technical
Consultant Systime
Computer Limited

No. of shares as on 31 March 2015

207

16,050

5,941

Relation to Board of Directors

Nil

Nil

Nil

Experience with the Company

Date of Joining
Age
Last Employment

st

` 6,801,684

Bachelor of Engineering

Qualification

2. Composition of the CSR Committee of the Board

4. Prescribed CSR expenditure for the year 2014-15 (2% of the amount as in item 3 above) ` 4.92 Crore
5. Details of the CSR Spent during the financial year:

: ` 4.92 Crores

6. Reasons for non-spending of the CSR amount:

Your Company during the last financial year was in the process of identifying feasible projects/programmes wherein it can deploy
the CSR expenditure amount.
Nevertheless the Company had taken following steps towards spending of the prescribed amount in FY 15-16:

Details of employees who are employed for part of the year with an average salary above ` 5 lakh per month:
Mr. Rajesh Khetarpal
Head-Strategic Business Unit
` 19,51,503
Permanent
B.Com, LLB. CA (Intermediate)
13 Years
February 2, 2001
April 7, 2014
59 Years
Deputy General Manager at
Yelam & CO.

: ` 4.92 Crores

b) Amount unspent

c) Manner in which the amount spent during the financial year : Not Applicable

Remuneration paid to Mr. Clynton Almeida includes ` 26,30,000/- of Income from Perquisite on account of exercise of
Stock Options granted to him under Redington Employee Stock option Plan, 2008.

Employee Name
Designation
Remuneration*
Nature of employment
Qualification
Experience with the Company
Date of joining
Date of leaving
Age
Previous Employment and Designation

a) Total amount to be spent in the financial year

Mr. Gladstone Thomas

Regional Sales Manager
` 5,91,184
Permanent
B.A.
12.5 Years
November 1, 2001
April 14, 2014
45 Years
Business Manager at
E-Office Plant Com Private Limited

A trust under the name and style of Foundation for CSR @ Redington exclusively to carry out the CSR activities is formed.

The Trust will carry out CSR activities in the core areas suggested by the CSR Committee in due course.

Your Company had transferred ` 4.95 Crore to a separate bank account and created a provision of the same amount in
the standalone financial statements, towards the budgeted expenditure for undertaking CSR activities of the Company, as
decided by the Committee.

The provision made towards CSR would be utilized towards implementing the identified projects during the financial year
2015-16.

7. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives
and policy of the company.

Includes Gratuity and Final Settlement paid on separation from the services of the Company.

Raj Shankar
Managing Director

Annexure F
Secretarial Audit Report

Annexure E

For the Financial Year Ended 31st March 2015

Report on Corporate Social Responsibility

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. Company's policy on CSR An Overview

Every organization has the right to exist in a society. With the right, there comes a duty to give back the society a portion of what
it receives from it. As a corporate citizen we receive various benefits out of society and it is our co-extensive responsibility to pay
back in return to the society.

To,
The Members,
Redington (India) Limited
SPL Guindy House,
95 Mount Road,
Chennai-600032.

Redington's business mantra is "Create value, profit will follow". It believes that creation and maximization of value to stakeholders
is paramount, and it generates profit in long term. The Company is committed to improving the quality of life of the workforce and
their families as well as of the local community and society at large. With the Companies Act, 2013 mandating the corporates
to contribute for social development and welfare, Redington would fulfill this mandate and supplement the government's efforts.
The Company proposed to undertake the project in the following areas:

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Redington (India) Limited ("the Company"). Secretarial audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Education
Health
Environment

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial

Arts & Culture

28

Annual Report
20142015

VS Hariharan
Chairman CSR Committee

Annual Report

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20142015

29

Annexure G

year ended 31st March 2015 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent and in the manner and subject to the reporting
made hereinafter:

Vigil Mechanism

Employees and Directors can make Protected Disclosure to Ombudsperson appointed by the Company. If it is received by
any other person the same should be forwarded to the Ombudsperson for further appropriate action.

Name of the Whistle Blower need not be disclosed to the Whistle Officer/Committee.

The Ombudsperson/Whistle Officer/Committee shall after end of investigation make a detailed written record of the Protected
Disclosure.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent applicable to
Foreign Direct Investment, Overseas Direct Investment (ODI);

The Whistle Officer/Committee shall finalize and submit the report to the Ombudsperson within 15 days of being nominated/
appointed.

On submission of report, the Whistle Officer /Committee shall discuss the matter with Ombudsperson who shall either:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended 31st March 2015 according to the provisions of: (i) The Companies Act, 2013("The Act") and the Rules made thereunder.
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBIAct'):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

i) In case the Protected Disclosure is proved, accept the findings of the Whistle Officer/Committee and take such
Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter; or

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

ii) In case the Protected Disclosure is not proved, extinguish the matter; or

(c) The Securities and Exchange Board of (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable
to the Company during the audit period);

iii) Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Committee of Directors with
proposed disciplinary action/counter measures

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014
notified on 28 October 2014;

Notwithstanding the above, the Whistle Blower shall have direct access to the Chairman of the Audit Committee in exceptional
cases.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to
the Company during the audit period);

Audit Committee can seek the assistance of other departments including the Human Resources Department and other
external consultants in appropriate cases.

In case of repeated frivolous complaints being filed by a Whistle Blower, the Audit Committee may take suitable action
against the concerned Whistle Blower including reprimand.

(f) The Securities and Exchange Board of India( Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;

Annexure H

(g) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009; (Not applicable to the
Company during the audit period) and

Form No. MGT-9

(h) The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998; (Not applicable to the Company
during the Audit Period).

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

I have also examined compliance with the applicable clauses of the following:

[Pursuant to section 92(3) of the Companies Act, 2013 and

rule 12(1) of the Companies (Management and Administration) Rules, 2014

(i) Secretarial Standards issued by the Institute of Company Secretaries of India (Not notified and hence not applicable to the
Company during the Audit period)
I.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

S.No. Particulars

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc., mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All decisions at Board Meeting and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings
of the Board of Directors or Committee of the Board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place:Chennai
Date:27.05.2015

30

Inferences/ Remarks

1.

CIN

L52599TN1961PLC028758

2.

Registration Date

02/05/1961

3.

Name of the Company

Redington (India) Ltd

4.

Category

Public Limited Company

5.

Address of Registered office and

contact details

SPL Guindy House, 95, Mount Road, Chennai 600 032

Phone:+91-44-4224 3353; Fax:+91-44-22253799
Email:[email protected]
Website: www.redingtonindia.com

6.

Whether listed company

Yes

7.

Name, Address and Contact details of

Registrar and Transfer Agent

M/S Cameo Corporate Services Limited

Subramanian Building,
No. 1, Club House Road
Chennai,
Tamil Nadu 600 002
Phone: +91-44-2846 0390; Fax: +91-44-2846 0129
Email:[email protected]
Website: www.cameoindia.com

Name of Company Secretary in Practice: R. Bhuvana

Certificate of Practice No. 8161
Membership No. 22108

Annual Report
20142015

REGISTRATION AND OTHER DETAILS:

Annual Report

Contents

20142015

31

32
Annual Report

20142015
Annual Report

3
Contents

4
20142015

33

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

4652

2. Wholesale of electronic and telecommunications equipment and parts

SPL Guindy House,

95 Mount Road,
Chennai - 600 032
SPL Guindy House,
95 Mount Road,
Chennai - 600 032

3. ProConnect Supply Chain

Solutions Limited
4. Ensure Support Services
(India) Limited

Address of the Company

S.No. Name of the Company

292 Boulvard Zerktouni

Maari Morocco
Largo 4 De Fevereiro N 3,
Ingombota Luanda, Angola
Abc Commercial 1 & 2
Round Point J d Eau Dakar
Senegal.
PO Box 66120 Riyadh
11576 Kingdom of Saudi
Arabia
Galerie Riad Anfa Bd
Bourgoune Mag N37 Anfa
Casablanca. Morocco

34. Redington Morocco Ltd

35. Redington Angola Ltd
36. Redington Senegal Limited
SARL
37. Redington Saudi Arabia
Distribution company
38. Ensure Technical Services
Morocco Limited (SARLAU)

100

NA
11a, Ist Floor, Swiss Tower
Un Road, Upanga PO Box
38096, Dar Es Salaam
Tanzania

100

NA

33. Redington Tanzania Ltd

49

NA
31. Redington Qatar Distribution Building No 24, Rawda
WLL ^
Khaleed Street No 230,
Office # 11, First Floor C
Ring Road, Al Muntaza Area
Doha, Qatar
117, Makatayeva streeet
Zhetysuisky district Almaty
City, Kazakhstan - 050050

49

Barwa Commercial Avenue, NA

Safwa, Block # 29,
Mesaimeer Doha Qatar

30. Redington Qatar WLL^

100

75

100

NA

NA

100

100

NA

NA

NA

100

NA
1st floor Haj Hashim
Printing Press Building
Sultan Muthafar st Erbil

49

NA

29. Redington Gulf FZE CO, Iraq

100

NA
C/o GPO Partners
Rwanda Ltd Boulevard
de l'Umuganda, Aurore
Building - Kacyiru, P.O. Box
1902, Kigali - Rwanda
27. Redington Rwanda Ltd.

Office No. 507, Atrium

Centre Khalid Bin Waleed
Road PO BOX No. 12816
Dubai, UAE

100

PO BOX 383-00606 School NA

Lane, Westlands Nairobi,
Kenya
26. Redington Kenya EPZ Ltd

28. Cadensworth United Arab

Emirates LLC ^

100

NA

32. Redington Kazakhstan LLP

100

100

100

100

100

100

100

100

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Ownership Beneficial Applicable

interest % interest % Section

100

49

65

CIN/GLN #

NA

NA

100

NA
PO Box 33009, Plot # 15,
Mulwana Road, Industrial
Area, Opposite Uganda
Batti Kampala, Uganda

Jebel Ali PO BOX 461802

Dubai, UAE

8. Arena International FZE

25. Redington Uganda Ltd

Warehouse No.RA08BA03
Jebel Ali, Dubai, UAE

7. Ensure Gulf FZE ^

Shabiyah, Tripoli Libya

58 Rue Charles Martel L

2134 Luxembourg

6. Redington Turkey Holdings

SARL

24. Africa Joint Technical

Services

Plot No.S30902 PO Box

NA
17266 Jebel Ali, Dubai, UAE

5. Redington Gulf FZE

NA

99

MR Centre 4th Floor Banani NA

Bazar Building NO 49 ROAD
NO 17 Dhaka, Bangladesh
1213

4. Redington Bangladesh Ltd

Bangladesh

100

100

NA

No 12, Visaka Road,

Bambalapitiya, Colombo
04, Sri Lanka.

3. Redington SL Pvt Limited

(Sri Lanka)

Sec. 2(87)

100

100

U72900TN2013PLC091888

Sec. 2(87)

NA

100

U63030TN2012PLC087458

Sec. 2(87)

Ownership Beneficial Applicable

interest % interest % Section

100

U52392TN2002PLC050014

Sec. 2(87)

CIN/GLN #

100

100

IFS Court TwentyEight,

Cybercity, Ebene Mauritius

2. Redington International
Mauritius Ltd Mauritius

40%

60%

% of Applicable
Section
shares
held

U65929TN1990PLC057809

CIN

NA

60 Robinson Road, #12-02

BEA Building, Singapore 068892

1. Redington Distribution Pte

Ltd, Singapore

S.No. Name of the Company

Address of the Company

SPL Guindy House,

95 Mount Road,
Chennai - 600 032

2. Cadensworth (India) Limited

c) Overseas Subsidiaries

SPL Guindy House,

95 Mount Road,
Chennai - 600 032

Address of the Company

1. Nook Micro Distribution

Limited

S.No. Name of the Company

b) Indian Subsidiaries

a) Holding companyNIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

4651

NIC Code of
theService

1. Wholesale of computers, computer peripheral equipment and software

S.No. Name and Description of Main Services

% of Total
turnover of
the Company

The business activities contributing 10% or more of total turnover of the Company are given below:

II.
CIN/GLN #

100

1 Makram Ebaid Street City NA

light Tower 3A, Office No
301, nasr City Cairo, Egypt

17. Redington Egypt Ltd

NA

100

PO BOX 383-00606 School NA

Lane, Westlands Nairobi,
Kenya
NA
Shop No:11A, 1st Floor,
Swiss Tower UN Road,
Upanga, PO Box 38096,
Dar Es Salaam, Tanzania.
Plot # 15, Mulwana Road,
Industrial Area, Opposite
Uganda Batti Kampala,
Uganda.
Afrprint Industrial Estate
122-132, Oshodi-Apapa
Expressway PO BOX:3623
Isolo, Lagos, Nigeria.
Gktrk Merkez Mahallesi,
Gktrk Caddesi No:4
Eyp/stanbul

NA
11, Ground Floor, Building
05, Dubai Internet city,
Dubai, United Arab Emirates

42. Ensure Technical Services

Kenya Limited, Kenya
43. Ensure Technical Services
Tanzania Limited

44. Ensure Services Uganda

Limited

45. Ensure Solutions Nigeria

Limited, Nigeria

46. Paynet demet Hizmetleri

A..
47. Ensure Digital FZ - LLC

100

100

99.90

100

100

100

100

100

100

100

100

100

100

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Name of the Company

2 Currents Technology Retail

(India) Limited

1 Redington (India)
Investments Limited

S.No.

d) Associate Companies

No.2; 8th Street Extension,

Nandanam,
Chennai 600035

SPL Guindy House, 95

Mount Road,
Chennai - 600 032

Address of the Company

U52390TN2011PLC081001

U65993TN1995PLC032050

CIN

47.62

47.62

% of
shares held

Sec. 2(6)

Sec. 2(6)

Applicable
Section

Note:
^
Although the percentage of holding is less than 50, Redington Gulf FZE has the power to govern the strategic operating and financial
policies and exercise control. Consequently, the above-mentioned entities are considered as subsidiaries and consolidated with the
Groups financial statements.
#
As Redington Turkey Holdings S.A.R.L, Luxembourg has control over the composition of Arena Bilgisayar Sanayi Ve Ticaret Anonim irketis
Board of Directors, Arena Bilgisayar Sanayi Ve Ticaret Anonim irketi is considered as a subsidiary of RIML for the purpose of preparation
of consolidated financial statements.

NA

NA

NA

49

NA
Shop No.105 & 105,
Mezzanine floor Al Khaleej
Centre Burdubai - UAE

41. Ensure Middle East Trading

LLC^

100

NA
Unit 6, Mone Je Paul 26
Aloefield crescent Rochdale
park, spring field park KWAZulu Natal, South Africa
40. Ensure Technical Services
(PTY) Ltd., South Africa

100

100

NA
C371/3, Dufie House,
Samoramichel Raod,
Aslyum Down Roundabout,
Aslyum Down, Accra,
Ghana.

39. Ensure Ghana Limited

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Sec. 2(87)

Ownership Beneficial Applicable

interest % interest % Section

100

100

100

100

100

100

100

100

100

100

100

51

99.78

49.40

100

CIN/GLN #

100

Address of the Company

C371/3, Dufie House,

Samoramichel Road,
Aslyum Down Roundabout,
Aslyum Down, Accra,
Ghana.

S.No. Name of the Company

23. Redington Ltd

NA

100

NA
22. Ensure Services Bahrain SPC Building 46, Road 359,
Block 321 Manama,
Alqudaybiah Kingdom of
Bahrain

100

49

100

100

21. Redington Africa Distribution Plot No.S30902 PO Box

NA
FZE
17266 Jebel Ali, Dubai, UAE

20. Redington Middle East LLC ^ Office No. 606, Atrium

NA
Centre Khalid bin Waleed
road PO BOX 12815, Dubai,
UAE

19. Ensure Services Arabia LLC, P.O Box 62918, Riyadh

Saudi Arabia
11595 Kingdom of Saudi
Arabia.

NA

100

NA

Warehouse No. RA08VC01

PO Box 17441 Dubai, UAE

16. Cadensworth FZE

606 Kudu street White

Thorn Office Park Allens
Nek Gauteng 1737, South
Africa

70

Office No.26, Ground Floor NA

Oman Commercial centre
Post Box 3065 Ruwi-Muscat
Sultanate of Oman

15. Redington Gulf & Co LLC

18. Ensure IT Services (PTY)

Ltd., South Africa

100

PO BOX 383-00606 School NA

Lane, Westlands Nairobi,
Kenya

14. Redington Kenya Ltd, Kenya

100

NA

Afrprint Industrial Estate

122-132, Oshodi-Apapa
Expressway PO BOX:3623
Isolo, Lagos, Nigeria

13. Redington Nigeria Limited

51

99.78

NA
Libadiye Cad. Tahral Sk.
Tahral Sit. K. Yeli Plz 7C K.8
No:16/17 Ataehir/stanbul

Ramazanolu Mah. Transtek NA

Cad. No:2 Pendik/stanbul

11. Sensonet Technoloji

Elektronic Ve Bilisim
Hizmetleri Sanayi Ve Ticaret
Limited Sirketi

49.40

49

Ownership Beneficial Applicable

interest % interest % Section

12. Adeo Bilisim Danismanlik

Hizmetleri San Ve Tic. A.S.

Gktrk Merkez Mahallesi,

Gktrk Caddesi No:4
Eyp/stanbul

NA

Plot No.S30902 PO Box

NA
17266 Jebel Ali, Dubai, UAE

Address of the Company

10. Arena Bilgisayar Sanayi Ve

Ticaret Anonim Sirketi #

9. Proconnect Supply Chain

Logisitcs LLC

S.No. Name of the Company

34
Annual Report

20142015
Annual Report

3
Contents

4
20142015

35

149119773

(f) Insurance Companies

Corporate category -III

18402

5971016

20724372

% of
Total
Shares

Demat

0.00

7.52

30586

50498555

53282932

114600

44455270

14563

5989418

20724372

1.50

5.19

7541774

23544307

179149827 44.85 207968976

149119773 37.33 112855402

1172

30028882

84027302 21.03

84027302 21.03 53282932

84027302 21.03 53282932

Total

15406

Physical

13.33

0.01

0.00

0.03

7557180

23544307

1.89

5.89

207968976 52.03

114600

44455270 11.13

14563

112855402 28.23

30586

50498555 12.63

53282932

53282932 13.33

0.39

0.70

7.17

0.03

11.12

0.00

-9.10

0.01

5.11

-7.70

-7.70

-7.70

%
Change
% of during
the
Total
Shares year

53282932 13.33

Total

No. of shares held

at the end of the year

For Each of the Top 10 Shareholders

Purchase
Purchase
Purchase
Purchase
Purchase

14-Aug-2014
22-Aug-2014
29-Aug-2014
05-Sep-2014
12-Sep-2014

Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase

17-Oct-2014
24-Oct-2014
07-Nov-2014
14-Nov-2014
31-Dec-2014
02-Jan-2015
09-Jan-2015
27-Feb-2015
06-Mar-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015

Purchase
Purchase
Purchase

30-May-2014
13-Jun-2014

+14380

+9310

+61260

+0.00

+0.00

+0.02

+0.03

13869720

13855340

13846030

13784770

3.46

3.46

3.46

3.44

3.41
16-May-2014

+117503

13667267
Purchase

-0.02

At the end of the year

01-Aug-2014

25-Jul-2014

23-Jul-2014

18-Jul-2014

11-Jul-2014
02-May-2014

-60000

3.43
Sale

13727267
18-Apr-2014

+0.12

Purchase

20-Jun-2014

13-Jun-2014

06-Jun-2014

Date of Change

Changes During the Year

At the beginning of the year

04-Apr-2014

+496293

Sale

Purchase

Sale

Sale

Sale

Sale

Purchase

Purchase

Reason

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Reason

5. COLUMBIA ACORN INTERNATIONAL

At the end of the year

27-Mar-2015

20-Mar-2015

13-Mar-2015

30-Jan-2015

23-Jan-2015

16-Jan-2015

31-Dec-2014

19-Dec-2014

Date of Change

04-Jul-2014

3.31

5.18

5.18

5.18

5.18

5.18

5.18

5.18

5.18

5.18

5.18

5.18

4.23

4.21

4.18

4.18

Changes During the Year

At the beginning of the year

Reason

13230974

20734654

20734654

20733793

20729689

20724109

20719337

20704667

20688168

20688055

20678727

20674927

16891921

16824921

16715081

16698781

4.10

4.12

Date of Change

3.31

5.18

+0.00

+0.00

+0.00

+0.00

+0.00

+0.00

+0.00

+0.00

+0.00

+0.95

+0.02

+0.03

+0.00

+0.08

16398781

16471981

30-Jun-2014

13230974

20734654

+861

+4104

+5580

+4772

+14670

+16499

+113

+9328

+3800

+3783006

+67000

+109840

+16300

+300000

-0.02

-0.01

Sale

Sale

Purchase

Sale

Sale

Sale

4. (b) MORGAN STANLEY ASIA (SINGAPORE) PTE.#

Changes During the Year

At the beginning of the year

4. (a) MORGAN STANLEY ASIA (SINGAPORE) PTE.#

At the end of the year

Purchase

22-Aug-2014

-73200

-41240

4.13

At the end of the year

Sale

28-Nov-2014

14-Nov-2014

10-Oct-2014

30-Sep-2014

Purchase

+12380
Purchase

-2160302

-88588

-152346

-266346

-68030

-298891

-5169244

-313285

-353598

-4038370

12909000

13934557

-209513

+209513

-51008

-151315

-31433

-25550

+5293

+14188570

-14189729

-403997

+72671

-20619

-115052

-494781

+401721

+246339

+85847

+85847

+210828

+105379

+112446

Purchase

Sale

16513221

1111

930303

332856

159346

0.00

0.23

0.09

0.04

0.00

-0.07

0.02

-0.03

-0.01

53282932

53282932

No. of
shares

13.33

-5.00

-2.70

0.00

-0.54

-0.02

-0.04

-0.07

-0.02

-0.07

-1.29

-0.08

-0.09

-1.01

3.23

3.49

-0.05

+0.05

-0.01

-0.04

-0.01

-0.01

+0.00

+3.55

0.00

0.00

-3.55

-0.10

+0.02

-0.01

-0.02

-0.12

+0.10

+0.06

+0.02

+0.02

+0.05

+0.03

+0.03

+0.00

% of total
shares
of the company
+0.01

-7.70

-7.70

No. of
shares

13.33

13.33

18.33

2160302

2248890

2401236

2667582

2735612

3034503

8203747

8517032

8870630

12909000

13934557

13934557

14144070

13934557

13985565

14136880

14168313

14193863

14188570

14189729

14593726

14521055

14541674

14656726

15151507

14749786

14503447

14417600

14331753

14120925

14015546

13903100

No. of
shares
13890720

0.00

0.00

0.54

0.56

0.60

0.67

0.69

0.76

2.05

2.13

2.22

3.23

3.49

3.49

3.54

3.49

3.50

3.54

3.54

3.55

3.55

0.00

3.55

3.65

3.63

3.64

3.66

3.78

3.68

3.62

3.6

3.58

3.53

3.5

3.47

% of total
shares
of the company
3.47

Cumulative Shareholding
during the year

53282932

53282932

73282932

21.03

% of total
shares
of the company

Cumulative Shareholding
during the year

84027302

13.33

13.33

% of total
shares
of the company
21.03

0.00

%
change
% of total % of shares in sharepledged /
shares
holding
encumbered during
of the
company to total shares the year

Shareholding at the
end of the year

Shareholding at the
beginning of the year

53282932

-20000000

-10744370

84027302

No. of
shares

08-Aug-2014

19-Sep-2014

Shareholding at the
beginning of the year

01-Aug-2014

21.03

21.03

% of total % of shares
pledged /
shares
encumbered
of the
company to total shares

For Each of the Top 10 Shareholders

30-Jun-2014
Purchase

30-Jun-2014

-0.01

No. of
shares
+21000

13-Jun-2014

-23413

4.14

Sale

Sale

16536634

Sale
10-Nov-2014
At the end of the year

Reason
3-Sep-2014

16-May-2014

-0.00

84027302

84027302

No. of
shares

Date of Change

Changes during the year

At the beginning of the year

Sale

-7100

Shareholding at the
beginning of the year

1. HARROW INVESTMENT HOLDING LIMITED

S.No.

25-Apr-2014

4.14

9.94

9.94

23.59

iii. Change in Promoters Shareholding

Total

19-Dec-2014

16543734

39736500

39736500

94295940

23.59

Shareholder's Name
1. HARROW INVESTMENT
HOLDING LIMITED

S.No.

51070

1250

305108108 94373712 399481820 100.00 305339074 94363716 399702790 100.00

ii. Shareholding of Promoters

GRAND TOTAL
(A)+(B)+(C)

(C) Shares held by

Custodian for GDRs
and ADRs

Reason

NIL

NIL

94295940

% of total
shares
of the company

1111

879233

332856

158096

-0.29
-0.08

7.70

0.00

0.30

0.07

0.07

0.06
0.22

0.53

12811

1209951

262585

284346

898771

256044

2525024

Total

221080806 94373712 315454518 78.97 252056142 94363716 346419858 86.67

11695

46375

1250

50

Physical

7950000 94295940 102245940 25.59

898721

256044

2525024

Demat

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

Date of Change

4.14

9.94

9.95

23.59

23.60

No. of
shares

0.31

0.36

% of
Total
Shares
0.73

%
Change
% of during
the
Total
Shares year
0.63
-0.10

41930979 94373712 136304691 34.12 44087166 94363716 138450882 34.64

05-Dec-2014

16543734

39736500

39736500

94295940

94295940

% of total
shares
of the company

Cumulative Shareholding
during the year

1234015

1407636

2933617

Total

No. of shares held

at the end of the year

Sub- Total (B)(2)

1116

1163576

262585

Non Resident Indians

283096

Hindu Undivided
Families
Trust

50

Physical

7950000 94295940 102245940 25.59

1233965

1407636

2933617

Demat

No. of shares held

at the beginning of the year

Foreign Nationals

Foreign Corporate
Bodies

Directors and Their

Relatives

Clearing Members

(c) Others (specify)

(ii) Individual shareholders holding

nominal share capital
in excess of ` 1 lakh

Category of
Shareholders

Changes during the year

At the beginning of the year

3. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

At the end of the year

Changes during the year

At the beginning of the year

2. STANDARD CHARTERED PRIVATE EQUITY

(MAURITIUS) LIMITED

At the end of the year

Changes during the year

At the beginning of the year

1. SYNNEX MAURITIUS LTD

S.No.

No. of
shares

Shareholding at the
beginning of the year

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs)

(i) Individual
shareholders holding
nominal share capital
up to ` 1 lakh

(b) Individuals

(ii) Overseas

(i) Indian

(a) Bodies Corporate

(2) Non-Institutions

179149827

Corporate category -II

Sub- Total (B)(1)

Corporate category -I

(i) Any Other - Foreign

Portfolio Investors

(h) Foreign Venture

Capital Funds

(e) Venture Capital Funds

(g) FIIs

(d) State Govt(s)

(c) Central Govt

1172

30028882

(b) Banks / FI

(a) Mutual Funds

(1) Institutions

B. Public Shareholding

Total shareholding of 84027302

Promoter
(A) = (A)(1)+(A)(2)

84027302

(e) Any Other .

Sub-Total (A)(2)

(d) Banks / FI

84027302

(b) Other - Individuals

(c) Bodies Corp.

(a) NRIs - Individuals

(2) Foreign

(e) Any Other .

Sub-Total (A)(1)

(d) Banks / FI

(c) State Govt(s)

(c) Bodies Corp.

(b) Central Govt

Physical

Demat

No. of shares held

at the beginning of the year

(a) Individual/HUF

(1) Indian

A. Promoters

Category of
Shareholders

i. Category-wise Share Holding:

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

36
Annual Report

20142015
Annual Report

3
Contents

4
20142015

37

Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase

12-Dec-2014
30-Jan-2015
06-Feb-2015
13-Feb-2015
20-Feb-2015
27-Feb-2015
06-Mar-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015

+3053

Purchase
Purchase
Sale

12-Dec-2014
19-Dec-2014
06-Feb-2015

Sale
Sale

27-Feb-2015
06-Mar-2015

Reason
Sale
Sale
Sale
Sale
Sale
Sale

Date of Change
05-Sep-2014
12-Sep-2014
19-Sep-2014
30-Sep-2014
14-Nov-2014
05-Dec-2014

Purchase

Sale

05-Sep-2014

Sale
Sale

30-May-2014
23-Jan-2015

Sale
Sale
Sale

08-Aug-2014
14-Aug-2014
22-Aug-2014

Purchase
Purchase

10-Oct-2014
17-Oct-2014

+0.01

+0.03

1030000

+130000

+900000

0.26

+0.03

+0.23

0.00

0.00

0
0

-0.02

-0.01

-0.12

0.15

0.00

-0.10

-0.08

0.18

0.00

-0.23

0.23

% of total
shares
of the company

-64160

-57238

-479541

600939

-400000

-300000

700000

-900000

900000

No. of
shares

Shareholding at the
beginning of the year

+26857

+132482

1.25

1.24

1.21

1030000

1030000

900000

64160

121398

600939

400000

700000

900000

No. of
shares

0.26

0.26

0.23

0.00

0.00

0.00

0.02

0.03

0.15

0.00

0.00

0.10

0.18

0.00

0.00

0.23

% of total
shares
of the company

Cumulative Shareholding
during the year

4984194

4957337

4824855

At the end of the year

Changes during the year

At the beginning of the year

1. Mr. Raj Shankar (Managing Director)

For each of the Directors and KMP

594946

594946

No. of
shares

0.15

0.15

% of total
shares
of the
company

Shareholding at the
beginning of the year

v. Shareholding of Directors and Key Managerial Personnel

NIL
594946

594946

No. of
shares

0.15

0.15

% of total
shares
of the
company

Cumulative Shareholding
during the year

Note: The above information is based on the weekly beneficiary position received from Depositories and compiled by the Registrar and Share
Transfer Agents.
#
Entities having Common PAN

At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

10. (g) SBI EQUITY OPPORTUNITIES FUND SERIES I#

At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

10. (f) SBI MAGNUM MIDCAP FUND#

At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

10. (e) SBI MAGNUM MULTICAP FUND#

HAVING SAME PAN

At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

S.No.
For Each of the Top 10 Shareholders
10. (d) SBI MAGNUM BALANCED FUND#

Purchase

22-Aug-2014

-0.12

1.33

14-Aug-2014

-496277

5321132

Sale

-0.13

06-Jun-2014

-526966

Sale

Sale

Sale

Sale

Sale

Sale

Sale
Sale
Sale

05-Sep-2014
15-Sep-2104
18-Nov-2014

Sale

30-June-2014

Sale

02-June-2014

Sale
Sale
Sale
Sale

23-May-2014
20-Aug-2014
18-Nov-2014
05-Dec-2014

Sale

13-Jun-2014
At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

7. Mr. S.V. Krishnan (Chief Financial Officer)

At the end of the year

Reason

Date of Change

Changes during the year

At the beginning of the year

6. Mr. M. Muthukumarasamy (Company Secretary)

At the end of the year

Reason

Date of Change

Changes during the year

At the beginning of the year

5. Mr. N. Srinivasan (Non Executive Director)

At the end of the year

Reason

Date of Change

Changes during the year

At the beginning of the year

4. Mr. R. Srinivasan (Non Executive Director)

At the end of the year

Reason

Date of change

Changes during the year

At the beginning of the year

3. Prof. J. Ramachandran (Independent Director)

At the beginning of the year

Change during the year

At the beginning of the year

S.No.
For each of the Directors and KMP
2. Mr. M. Raghunandan (Whole Time Director)

At the end of the year

19-Dec-2014

12-Dec-2014

21-Nov-2014

05-Sep-2014

Sale

1.46

30-May-2014

5848098

Date of Change

Changes During the Year

At the beginning of the year

10. (c) SBI CONTRA FUND#

Purchase

+0.03

Sale

30-May-2014

04-Apr-2014

+111742

Sale

23-May-2014

Reason

Sale

11-Apr-2014

At the end of the year

Reason

Date of Change

30-May-2014

1.44

1.99

1.99

0.00

0.00

Changes During the Year

At the beginning of the year

10. (b) SBI MAGNUM GLOBAL FUND#

Reason

5736356

7950000

7950000

1.25

2.00

2.03

2.35

2.63

Date of Change

1.44

1.99

1.99

0.00

-1.25

5000000

8000000

8128664

9409067

10513327

02-May-2014

5736356

7950000

7950000

-5000000

-0.75

-0.03

-0.32

-0.28

-0.07

2.70

Changes During the Year

At the beginning of the year

9. (a) KUWAIT INVESTMENT AUTHORITY FUND 225#

At the end of the year

Changes During the Year

At the beginning of the year

8. STANDARD CHARTERED PRIVATE EQUITY

(MAURITIUS) III LIMITED

At the end of the year

-3000000

-128664

-1280403

-1104260

-286673

10800000

At the end of the year

Sale

20-Feb-2015

2.70

Changes During the Year

10800000

4.14

Sale

At the beginning of the year

16538467

Sale

Changes During the Year

At the beginning of the year

10. (a) SBI EMERGING BUSINESSES FUND#

10-Oct-2014

At the end of the year

7. WISHBONE GLOBAL INVESTMENT HOLDINGS

S.No.

Sale

30-May-2014

At the end of the year

Reason

Date of Change

Changes During the Year

At the beginning of the year

Reason

4.14

4.13

4.10

4.09

4.08

4.06

4.03

3.70

3.04

2.87

2.90

2.90

23-May-2014

4.14

16538467

16538467

16509867

16395467

16344641

16301653

16211526

16076735

14742823

12124244

11462289

11593903

11590850

Date of Change

+0.01

+0.03

+0.01

+0.01

+0.02

+0.03

+0.33

+0.66

+0.17

-0.03

+0.00

+28600

+114400

+50826

+42988

+90127

+134791

+1333912

+2618579

+661955

-131614

+0.00

NIL

Purchase

18-Jul-2014

+13200

9. (b) KUWAIT INVESTMENT AUTHORITY FUND 224#

Purchase

2.90

30-Jun-2014

11577650
At the end of the year

2.90

Reason

11577650

Date of Change

At the beginning of the year

0.43

-0.08

-0.02

-0.05

-0.15

-0.35

-0.03

1.10

0.85

-0.15

-0.08

-0.02

1.10

0.68

-0.06

-0.09

-0.04

-0.23

-0.28

1.38

0.39

-0.25

+0.02

+0.16

-0.02

0.48

0.91

-0.24

-0.03

53633

-7615

61248

36805

-10000

-5000

-8150

-2545

62500

73750

-20000

93750

225000

-100000

325000

5000

-20000

-30000

-70000

125000

75

75

No. of
shares

0.01

-0.00

0.01

0.01

-0.00

-0.00

-0.00

-0.00

0.01

0.01

-0.01

0.02

0.05

-0.03

0.08

0.00

-0.00

-0.00

-0.02

0.03

0.00

0.00

% of total
shares
of the
company

Shareholding at the
beginning of the year

1700000

-315000

-85000

-200000

-600000

-1400000

-100000

4400000

3400000

-600000

-311876

-88124

4400000

2700000

-255000

-370000

-175000

-900000

-1100000

5500000

1553412

-1000000

+87929

+637414

-71931

1900000

3665669

-943686

-114132

For Each of the Top 10 Shareholders

09-Jan-2015
Sale
Sale

S.No.

% of total
shares
of the company
-0.07

Shareholding at the
beginning of the year
No. of
shares
-260707

Sale

% of total
shares
of the company

23-Jan-2015

No. of
shares
16-Jan-2015

% of total
shares
of the company

Cumulative Shareholding
during the year

Changes During the Year

S.No.
For Each of the Top 10 Shareholders
6. FRANKLIN TEMPLETON INVESTMENT FUNDS

No. of
shares

Shareholding at the
beginning of the year

NIL

0.85

0.42

0.50

0.52

0.57

0.72

1.07

1.10

0.85

0.85

1.00

1.08

1.10

0.68

0.68

0.74

0.83

0.87

1.10

1.38

0.39

0.39

0.64

0.62

0.46

0.48

0.91

0.91

1.15

% of total
shares
of the company
1.18

53633

53583

61248

36805

36805

46805

51805

59955

62500

73750

73750

93750

225000

225000

325000

5000

5000

25000

55000

125000

75

75

No. of
shares

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.01

0.02

0.05

0.05

0.08

0.00

0.00

0.00

0.01

0.03

0.00

0.00

% of total
shares
of the
company

Cumulative Shareholding
during the year

1700000

1700000

2015000

2100000

2300000

2900000

4300000

4400000

3400000

3400000

4000000

4311876

4400000

2700000

2700000

2955000

3325000

3500000

4400000

5500000

1553412

1553412

2553412

2465483

1828069

1900000

3665669

3665669

4609355

No. of
shares
4723487

Cumulative Shareholding
during the year

Not applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

In today's scenario, with all structural shifts happening in the regulatory environment, customer preference and business models,
a Company can survive and sustain only by incorporating best governance practices in its way of doing business. Your Company
has set an objective of making it as a preferred service provider by enhancing the quality of its offerings and as a part of its growth
strategy it believes in adopting sustainable 'best practices' that are followed in the area of Corporate Governance across various
geographies. Your Company believes that good corporate governance goes beyond good management of the Company; it
includes furthering and protecting the interests of all its stakeholders including the shareholders, employees, suppliers, customers,
etc., It also includes taking steps to fulfill the needs of the society where the Company is operating. Our business operations are
directed and controlled by best governance practices.

2. Board of Directors
The culture of a Company is strongly influenced by the quality of governance and leadership demonstrated by the Board of
Directors. Diversity in the Board equals diversity in ideas. Your Company being operational across geographies, the Board is
constituted with persons of diversified backgrounds in terms of qualification, experience, culture, gender and age. To ensure
that the Board is diversified in terms of gender and also to be in compliance with the Companies Act, 2013, your Company has
inducted Ms. Suchitra Rajagopalan to the Board of the Company during the last financial year.
The Chairman of the Board is a Non Executive Independent Director. He encourages and ensures that all Board members are
engaged in Board and committee meetings by drawing upon their skills, experience, and knowledge and, where appropriate,
independence.
Your Board's present strength is twelve (12) comprising two (2) Executive Directors, six (6) Non-Executive Directors and four (4)
Non Executive Independent Directors.

The Composition of the Board of Directors and the details of Directors participation at the Board Meetings and the
Annual General Meeting held during FY 2014-15 are tabled below:

` 2,734.94 Lakhs

NIL

69.99

NIL

NIL

NIL

During the Financial Year 2014-2015, Six (6) Board Meetings were held on May 30, 2014, July 31, 2014, September 29, 2014,
October 17, 2014, November 5, 2014, and February 2, 2015. The maximum time gap between any two meetings was not more
than four calendar months. The necessary quorum was present for all the meetings held during the Financial Year.
-

67.81

2.18

Not applicable
Ceiling as per the Act

NIL

21.80
55.48

NIL
Others, please specify

DIN

Category

Prof J. Ramachandran

00004593

Non-Executive Chairman, Independent Director

Yes

Mr. R. Srinivasan#

00575854

Non-Executive Vice Chairman

Yes

Mr. R. Jayachandran

00769254

Non-Executive Director

Yes

Mr. Tu, Shu-Chyuan

02336015

Non-Executive Director

No

05110881

Non-Executive Director

No

Mr. Nainesh Jaisingh

00061014

Non-Executive Director

No

Mr. N. Srinivasan#

00004195

Non-Executive Director

Yes

Mr. V.S. Hariharan

05352003

Independent Director

Yes

Mr. Keith WF Bradley

06564581

Independent Director

No

Ms. Suchitra Rajagopalan*

07004299

Independent Director

No

Mr. Raj Shankar

00238790

Managing Director

Yes

Mr. M. Raghunandan#

00082171

Whole-Time Director

Yes

In addition to Meetings attended, the Directors who participated in the meeting through Tele Conferencing are:
Mr. R. Srinivasan, Mr. N. Srinivasan and Mr. M. Raghunandan on September 29, 2014.
Mr. Nainesh Jaisingh on May 30, 2014 and November 5, 2014.
* Appointed as an Independent Director with effect from September 29, 2014.

Ceiling as per the Act

Total

Others, please specify

others, specify...

as % of profit

Commission

Sweat Equity

Stock Option

Profits in lieu of salary as per Income Tax Act 1961

Whether
Attended
last AGM

Annual Report
20142015

No. of Board
meetings
Attended

Name

Value of Perquisites u/s 17(2) Income Tax Act 1961

Salary as per provisions contained in Section 17(1) Income Tax Act 1961

Gross Salary

others, specify...
(` In Lakhs)

Mr. M. Raghunandan,
Whole Time Director

Total

NIL
as % of profit

NIL
NIL

NIL
Commission

Sweat Equity

1. Company's Philosophy on the Code of Corporate Governance

Mr. Lin Tai-Yang

Particulars remuneration

8,665
Total (i+ii+iii)

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER

19,789

46
iii) Interest accrued but not due

ii) Interest due but not paid

30

8,635
i) Principal Amount

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

NIL
NIL
Stock Option
28,454

0.21

77
-

Profits in lieu of salary as per Income Tax Act 1961

21.59
55.27

0.21
Value of Perquisites u/s 17(2) Income Tax Act 1961
-

19,743

17,355
(24,680)
Indebtedness at the end of the financial year

2,31,447
Reduction

1,595

2,06,767
Addition

Change in Indebtedness during the financial year

(Principal amount)

Net Change

3,62,018

3,79,373

28,377

Salary as per provisions contained in Section 17(1) Income Tax Act 1961

Gross Salary
(7,325 )
-

5,93,465
-

5,86,140
-

1,778

37,481
-

183

2,570
Total (i+ii+iii)

iii) Interest accrued but not due

34,910

33,315
ii) Interest due but not paid

i) Principal Amount

(` In Lakhs)

Mr. M. Muthukumarasamy
Company Secretary
Mr. S.V. Krishnan
Chief Financial Officer
Particulars remuneration

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

78.20

273.49

19.25
58.95
0.75
18.20
19.75
20.25
Total

Overall Ceiling as per the Act

69.20
17.25

17.30
Commissions
2,388

Deposits

35,702

Others, Please Specify

17.25

17.40

51.95

9.00
2.00
0.75
0.80
2.50
2.95
Fees for attending Board/
Committee Meetings

Total
Indebtedness
UnSecured
Loans
Secured Loans
excluding
Deposits
Indebtedness at the beginning of the financial year

S.No.
(` In Lakhs)

1. Name of Directors

Prof. J.
Ramachandran

Mr. V.S.
Mr. Keith Ms. Suchitra
Hariharan WF Bradley Rajagopalan

7.00

N. Srinivasan

Grand
Total
Independent Directors

` in Lakhs

Total Non executive

Amount
Director

B. REMUNERATION TO OTHER DIRECTORS EARNED DURING THE YEAR

Particulars of
Remuneration

Indebtedness of the Company including interest outstanding/accrued but not due for payment

V. INDEBTEDNESS

38

Report on Corporate Governance

Annual Report

Contents

20142015

39

Details of Directorships and Chairmanship/Membership of Committees held by the Directors of the Company in other Companies
as on March 31, 2015 are tabled below:

10. Reviewing the adequacy of Insurance cover.

11. Reviewing the Related Party Transactions, in particular those which are material in nature.

Details of the Directorship of the Members of Board in the Board of Directors of the other Indian Public Companies and
Membership/Chairmanship in the Committees of other Indian Public Companies

Attendance record of Audit committee

The Committee presently comprises of two Independent Directors namely Prof J. Ramachandran and Ms. Suchitra Rajagopalan
and a Non Executive Director, Mr. N. Srinivasan. The Audit Committee met four times during the year on May 30, 2014, July
31, 2014, November 5, 2014 and February 2, 2015. The Managing Director, Vice Chairman, Chief Financial Officer, Partners/
Representatives of the Statutory Auditors and the Internal Auditors were regularly invited to the Audit Committee meetings. The
Secretary of the Company acts as the secretary to the Committee.

Committees of other Indian

Public companies

Directorship
in other public
companies

Membership

Chairmanship

Name

Category

Prof. J. Ramachandran

Non-Executive Chairman, Independent Director

Mr. R. Srinivasan

Non-Executive Director

Mr. R. Jayachandran

Non-Executive Director

S.No.

Name of the Director

Category

Position

Held

Attended

Mr. Nainesh Jaisingh

Non-Executive Director

Prof J. Ramachandran *

Independent Director

Chairman

Mr. N. Srinivasan

Non-Executive Director

Mr. N. Srinivasan *

Non Executive Director

Member

Mr. M. Raghunandan

Whole-Time Director

Mr. V. S. Hariharan$

Independent Director

Member

Notes:

Ms. Suchitra Rajagopalan #

Independent Director

Member

1. None of the Directors of the Company held memberships of more than ten (10) committees nor are they Chairpersons of
more than five (5) committees (as specified in Clause 49), across companies of which they are Directors.

Mr. Raj Shankar

Managing Director

Member

No. of meetings

* Mr. N. Srinivasan was the Chairman of the Audit Committee till the meeting held on May 30, 2014 and thereon he, is a
member of the Committee and Prof. J. Ramachandran is designated as the Chairman of the Committee.

2. Only Audit Committee and Stakeholders' Relationship Committee are considered for the purpose of Committee positions
as per the listing agreement.
To focus and give more attention to the affairs of the Board, the Board had constituted sub -committees and authorised them
to take informed decisions within the framework of delegated authority. The committee reviews the items referred to it in great
detail and informs the Board about all decisions taken and its recommendations. Presently the Board has constituted Eight (8)
committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Risk Management Committee, Share Transfer Committee, ESOP Compensation Committee
and ESOP Share Allotment Committee.

Member of the Audit Committee between the period from July 16, 2014 and November 5, 2014.

Appointed as the member of the Committee w.e.f November 5, 2014.

Ceased be a member of the Committee w.e.f July 16, 2014.

4. Stakeholders' Relationship Committee

The Company has constituted a Stakeholders' Relationship Committee with an objective to monitor and resolve the grievances
of the security holders of the Company on behalf of the Board.

3. Audit Committee

The terms of reference of the Committee are as follows:

Your Company had constituted Audit Committee with a majority of Independent Directors, to monitor the finance related matters
primarily and to review the compliance system, governance framework, and finance and compliance related risk management
structure implemented in the Company. To ensure its effective performance, the Board has laid down the charter of the Audit
Committee, which embraces the requirements specified in the Companies Act, 2013 and Listing Agreement entered into with
Stock Exchanges. The Audit Committee involves itself in a detailed discussion on the financial statements and reporting with
the management of the Company and renders its views and recommendations to the Board after further discussion with the
statutory auditors of the Company. The Audit Committee members also have periodical discussions with the Internal Auditors of
the Company to review the audit reports and internal control mechanism.

Monitoring and Ensuring proper controls at Registrar and Share Transfer Agent;
Looking into the redressal of the shareholders complaints and queries;
Reviewing movement in shareholdings and ownership structure;
The Committee presently comprises Prof. J. Ramachandran, Independent Director, Mr. R. Srinivasan, Non-Executive Director and
Mr. M. Raghunandan, Whole-Time Director. The Committee met four (4) times during the year under review on May 30, 2014, July
31, 2014, November 5, 2014, and February 2, 2015.

Attendance record of Stakeholder's Relationship Committee

The charter of the Audit Committee, interalia, includes the following:

No. of meetings

1. Reviewing the operations, the financial results and the annual accounts on quarterly/half yearly/annual intervals.
2. Reviewing the company's financial reporting process and disclosure of its financial information.
3. Reviewing the company's financial, risk management and accounting policies and accounting standards as are applicable to
the company.
4. Reviewing the adequacy of the internal audit function, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

S.No.

Name of the Director

Category

Position

Held

Attended

Prof J. Ramachandran

Independent Director

Chairman

Mr. R. Srinivasan

Non Executive Director

Member

Mr. M. Raghunandan

Whole-Time Director

Member

No complaints were received from the investors during the year.

5. Recommending to the Board on the appointment of Internal auditors and Statutory auditors together with their remuneration.

Mr. M. Muthukumarasamy, Company Secretary is designated as the Compliance Officer of the Company.

6. Periodical interaction with External/Internal auditors.

7. Reviewing the findings of External/Internal auditors with reference to Management response on matters of material nature.

5. Nomination and Remuneration Committee

8. Reviewing the performance of Internal and Statutory auditors and the Internal control system and effectiveness of the Audit
process.

The Board has constituted the Nomination and Remuneration Committee to assist the Board in fulfilling its governance
responsibilities with regard to nomination and remuneration of Directors and their performance evaluation.

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

The Committee is responsible for the following, amongst other matters:

Identifying persons who are qualified to become Directors and to be appointed in senior management.
Carrying out the performance evaluation of Directors.

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 Developing and recommending to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel
and employees.

The terms of reference of the Committee inter alia, include the following:
1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be
undertaken by the company as specified in Schedule VII of Companies Act, 2013.

Reviewing and approving the appropriate remuneration of Directors, the Managing Director and the Executive Management
Team of the Company.

2. To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

The Committee presently comprises three Non-Executive Directors namely Prof.J.Ramachandran, Mr.V.S.Hariharan and
Mr.R.Jayachandran and the Committee met four times during the financial year under review, on May 30, 2014, September 29,
2014, February 2, 2015 and March 30, 2015.

3. To monitor the Corporate Social Responsibility Policy of the company from time to time.

Attendance record of Corporate Social Responsibility Committee

Attendance record of Nomination and Remuneration Committee

No. of meetings
No. of meetings

S.No.

Name of the Director

Category

Position

Held

Attended

S.No.

Name of the Director

Category

Position

Held

Attended

Mr. V.S. Hariharan*

Independent Director

Chairman

Prof J. Ramachandran

Independent Director

Member

Mr. N. Srinivasan

Non-Executive Director

Member

Mr. R. Jayachandran

Non-Executive Director

Member

Mr. R. Srinivasan

Non-Executive Director

Member

Mr. V.S. Hariharan*

Independent Director

Member

Mr. M. Raghunandan

Whole Time Director

Member

Mr. N. Srinivasan@

Non-Executive Director

Member

* Member of the Committee w.e.f July 31, 2014.

* Member of the Committee w.e.f July 31, 2014.

Ceased to be a member w.e.f July 31, 2014.

Ceased to be a member of the Committee w.e.f July 31, 2014.

7. Risk Management Committee

Details of remuneration paid during the financial year ended March 31, 2015

Commission
(`/Lacs)#

Performance
Linked Bonus
(`/Lacs)*

Sitting Fees
(`/Lacs)#

The Board had constituted a Risk Management Committee for framing, implementing and monitoring the risk management plan
of the Company. Presently, the committee comprises of three Independent Directors and two Executive Directors. The Committee
met two times during the year on November 5, 2014, and February 2, 2015.

S.No.

Name of the Director

Salary &
Perquisites
(`/Lacs)

Prof J. Ramachandran

17.30

2.95

The terms of reference of the Committee inter alia, include the following:

Mr. N. Srinivasan

17.25

2.00

Mr. V.S. Hariharan

17.25

2.50

1. To review annually and approve the Risk Management Policy and associated frameworks, processes and practices of the
Company.

Mr. Keith WF Bradley

17.40

0.80

Ms. Suchitra Rajagopalan

0.75

Mr. M. Raghunandan

24.00

16.00

Total

24.00

69.20

16.00

9.00

2. To ensure that the Company is taking the appropriate measures to achieve prudent balance between risk and reward in both
ongoing and new business activities.
3. To evaluate significant risk exposures of the Company and assess management's actions to mitigate the exposures in a
timely manner (including one-off initiatives and ongoing activities such as business continuity planning and disaster recovery
planning & testing).

A provision of Rs.74.30 lakhs (excluding Service Tax) is made towards payment of Commission to the Non Executive
Directors for Financial Year 2014-15.

4. To coordinate its activities with the Audit Committee in instances where there is any overlap with audit activities (e.g. internal
or external audit issue relating to risk management policy or practice).

* Provisions Made.

5. To assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation
and mitigation of operational, strategic and external environment risks.

Shareholding of Directors in the Company as on March 31, 2015

No. of Shares

% to Equity
Shares

Options
granted (Nos.)

Independent Director

5,000

0.0013

25,000

Mr. N. Srinivasan

Non Executive Director

73,750

0.0185

25,000

S.No.

Name of the Director

Category

Position

Held

Attended

S.No.

Name of the Director

Prof J. Ramachandran

Category

Attendance record of Risk Management Committee

No. of meetings

Mr. R. Srinivasan

Non Executive Director

225,000

0.0563

100,000

1.

Mr. Keith WF Bradley

Independent Director

Chairman

Mr. Raj Shankar

Managing Director

594,946

0.1488

100,000

2.

Prof. J. Ramachandran*

Independent Director

Member

Mr. M. Raghunandan

Whole-Time Director

75

76,143

3.

Mr. V.S. Hariharan

Independent Director

Member

4.

Ms. Suchitra Rajagopalan

Independent Director

Member

5.

Mr. N. Srinivasan*

Non-Executive Director

Member

6.

Mr. Raj Shankar

Managing Director

Member

7.

Mr. M. Raghunandhan

Whole Time Director

Member

All the options granted to the Directors were exercised.

6. Corporate Social Responsibility Committee

The Committee for Corporate Social Responsibility was constituted on February 5, 2014 and presently, the Committee comprises
Mr. V.S. Hariharan, Independent Director, Mr. R. Srinivasan, Non Executive Director and Mr. M. Raghunandan, Whole Time
Director. The Committee met three times during the financial year under review i.e., May 30, 2014, November 5, 2014 and
February 2, 2015.

42

Member of the Committee w.e.f November 5, 2014.

* Ceased to be a member of the Committee w.e.f November 5, 2014.

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8. Code of Conduct and Ethics

10. Subsidiary Companies

i. The Company has four Wholly Owned unlisted non-material Indian subsidiary companies Viz., Nook Micro Distribution
Limited, Cadensworth (India) Limited and ProConnect Supply Chain Solutions Limited and Ensure Support Services (India)
Limited.

The Company has formulated and implemented a Code of Conduct for the Board of Directors and Senior Management of the
Company. The Code has also been posted on the Company's website www.redingtonindia.com. Annual affirmation of compliance
with the Code has been made by the Directors and Senior Management of the Company. The necessary declaration by the
Managing Director of the Company regarding compliance of the Code of Conduct for the financial year 2014-15 is given below.

ii. The Board of Directors of the Company has regularly been apprised of the performance of the subsidiary companies. The
minutes of the Board meetings and the details of important events and financial statements of unlisted subsidiary companies
are periodically placed before the Board. The Management invites key managers of the subsidiaries to provide updates on
their business operations.

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING
COMPLIANCE TO THE CODE OF CONDUCT
I hereby confirm that the Company has obtained affirmation from all the members of the Board and Senior Management Team
that they complied with the code of business conduct and ethics for Directors and Senior Management in respect of the Financial
Year 2014-15.

11.Disclosures
Related Party Transactions

Raj Shankar

Transactions with related parties are disclosed in note 27 to the standalone financial statements for the year ended March31,2015.
The policy of the company to deal transactions with the related parties is formulated and approved by the Board. The same is
available on the website of the Company www.redingtonindia.com. Omnibus approval of the Audit Committee is obtained for
the related party transactions carried out with the Subsidiaries and associates. Further the details of transactions with the related
parties are placed periodically before the Audit Committee for its review and approval.

Managing Director

9. General Body Meetings

I. Location and time of last three Annual General Meetings
Year

Date

Day

Time

Narada Gana Sabha, Mini Hall,

No. 314, T.T.K Road, Chennai-600 018.

July 31, 2014

Thursday

10.30 A.M.

2012-2013

Narada Gana Sabha, Mini Hall,

No. 314, T.T.K Road, Chennai-600 018.

August 02, 2013

Friday

10.30 A.M.

2011-2012

Narada Gana Sabha, Mini Hall,

No. 314, T.T.K Road, Chennai-600 018.

July 31, 2012

Tuesday

10.00 A.M.

2013-2014

Location

There are no transactions entered into by the Company with the related parties during the financial year ended March 31, 2015
which are prejudicial to the interest of the Company at large.

Non Compliance by the Company, Penalities, Strictures

The Company has complied with the requirements of Stock Exchange/SEBI/any Statutory Authority on all matters related to
capital markets wherever applicable. There were no instances of non-compliances of any matter related to the capital markets,
no penalties and strictures were imposed by Stock Exchanges or SEBI or any statutory authority during the last three years.

Whistle Blower Policy

The company has designed whistle blower policy in the form of Vigil Mechanism and the same is disclosed in the annexure to
the Boards' Report.

No extra-ordinary General Meeting was convened or postal ballot conducted during the last financial year under review.

The Company confirms that no personnel have been denied access to the audit committee.

Details of Special Resolutions passed in the last three Annual General Meetings:
Year
2013-14

12. Compliance with the Non-Mandatory Requirements

Special resolutions passed

The Company has complied with all the mandatory requirements mentioned in clause 49 of the Listing Agreement. Apart from this
the Company has also adopted the following non-mandatory requirements in pursuit of its adoption of its best governancepractices.

I. Approval for appointment of Prof. J. Ramachandran as Independent Director on the Board of the
Company

The Board

II. Approval for appointment of Mr. V.S. Hariharan as Independent Director on the Board of the Company

The Chairman of Board is a Non Executive Independent Director. He is a Professor in Indian Institute of Management Bangalore
and performs his duties from the Institute's quarters at Bangalore. Hence, the Company has not provided a separate office to him.
The company as per its policy allows reimbursement of expenses incurred in performance of his duties.

III. Approval for appointment of Mr. Keith WF Bradley as Independent Director on the Board of the
Company

Shareholder's rights

IV. Approval for adoption of new set of articles of association of the Company pursuant to the new
provisions of Companies Act, 2013
2012-13

Approval for amendment in Redington (India) Limited Employee Share Purchase Scheme, 2006, to provide
that the Redington (India) Limited - Employees Share Purchase Trust shall not deal with the securities of the
Company in the secondary market.

2011-12

Approval for payment of remuneration to the Directors of the Company other than the whole-time Directors,
by way of Commission up to an aggregate limit of 1% of the net profits of the Company computed in
accordance with the provisions of Section 349/350 of the Companies Act, 1956 for each financial year and
subject to such limits as may be determined from time to time by the Board of Directors, for a period of five
years commencing from financial year ended March 31, 2012.

The Company communicates the financial performance and highlights to the investors regularly through email, telephone and
Investor earnings call, conferences and road shows. The Company has enabled an option on its website www.redingtonindia.com
to allow the present and prospective investors to subscribe e-alerts on all the communications and financial results announced
by the Company.
Audit qualifications

44

The Company values and follows higher level of transparency in the financial reporting and maintains the integrity in the financial
statement. The Company's financial statements are unqualified.
Separate posts of Chairman and Managing Director
The Company has separate posts of Chairman and Managing Director. The Chairman of the Board is a Non executive Independent
Director. The Scope of duties of the Chairman of the Board differs from that of the Managing Director.

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Reporting of Internal Auditor

VIII. Share Transfer System

Ernst & Young LLP, the Internal Auditors of the Company after the preliminary discussion with the Management of the Company
submits its report directly to the Audit Committee.

Share Transfer Committee:

A Share Transfer Committee has been constituted with three Directors with the Chairman being a Non Executive Director.

13. Means of Communication

Category

Position

A. The quarterly, half yearly and annual results are published in newspapers, namely Business Standard in English and Makkal
Kural in the regional language.

S.No.
1

Mr. N. Srinivasan

Non Executive Director

Chairman

B. The quarterly, half-yearly and annual financials and shareholding pattern are also posted in the corporate website
www.redingtonindia.com under the investor's interests section.

Mr. R. Srinivasan

Non Executive Director

Member

Mr. M. Raghunandan

Whole time Director

Member

C. Report on Management's Discussion and Analysis of the financial and operational performance of the Company is provided
in this Annual Report.

The Committee registers the shares received for transfers in physical form provided the documents are complete and valid in all
respects within a period of 15 days from the date of receipt of such documents. The Committee meets at regular intervals to issue
duplicate share certificates, for the transmission of shares and to manage other related complaints.

The company has designated [email protected] as the email id for the purpose of registering complaints by investors and
displayed the same on the company's website.

IX. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practising Company Secretary carries out Secretarial Audit to reconcile the total admitted capital
with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued
and listed capital. This audit is carried out every quarter and the report thereon is submitted to NSE and BSE. As per the reports
there were no variations/exceptions found in the total number of shares of the Company issued and held both in physical and
electronic form.

14. General Shareholders' Information

I. Annual General Meeting
Date : August 3, 2015
Time : 10.00 A.M.
Venue : Narada Gana Sabha, Mini Hall, No. 314, T.T.K. Road, Alwarpet, Chennai - 600 018.

II. Financial Calendar

(Tentative Calendar for the Financial Year 2015-16)

Adoption of results for & considering other items for the I Quarter
Adoption of results for & considering other items for the II Quarter
Adoption of results for & considering other items for the III Quarter
Adoption of results for & considering other items for the IV Quarter

X. Market Price Data

April 01 to March 31
S.No.
:
:
:
:

August 3, 2015
November 2, 2015
February 3, 2016
Before May 30, 2016

Month

NSE

BSE

High

Low

Close

High

Low

Close

1.

Apr-2014

88.15

76.75

88.15

88.00

76.50

88.00

III. Date of Book Closure

July 28, 2015 to August 3, 2015

2.

May-2014

105.15

82.40

105.15

104.55

81.85

104.55

IV. Dividend payment date

August 27, 2015

3.

Jun-2014

104.90

94.75

104.25

105.60

94.70

104.10

4.

Jul-2014

103.45

96.70

98.85

103.05

96.40

98.90

5.

Aug-2014

105.00

94.70

105.00

104.70

94.10

104.70

6.

Sep-2014

106.05

92.95

93.00

106.05

92.50

92.60

7.

Oct-2014

103.45

92.40

103.45

103.30

92.50

103.30

8.

Nov-2014

119.90

96.70

119.90

120.00

96.85

120.00

9.

Dec-2014

139.05

121.70

137.30

139.15

121.45

137.35

10.

Jan-2015

139.95

121.75

121.75

139.90

121.75

121.75

11.

Feb-2015

130.45

117.25

122.95

129.95

117.65

122.50

12.

Mar-2015

136.20

119.70

131.25

136.30

119.75

131.65

V. Listing on Stock Exchanges

Name
National Stock Exchange of India Ltd
BSE Ltd

Address
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051.
Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai 400 001.

Scrip / Stock code

REDINGTON
532805

Listing fees have been paid to National Stock Exchange of India Limited and BSE Limited.

VI. Depositories (Stock Code)

INE891D01026

VII. Registrar and Share Transfer Agent

M/s. Cameo Corporate Services Limited,

Subramanian Building,
No. 1, Club House Road, Chennai 600 002.
Phone No : + 91 44 2846 0390 (5 lines)
Fax No
: + 91 44 2846 0129
Email
: [email protected]
Website :
www.cameoindia.com

46

Name of the Director

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145

Redington

XII. Statement Showing Shareholding Pattern as on March 31, 2015

9000

Nifty

135

Category

8500

125

8000

115
7500

75

13.33

Total of Promoter Holding

53,282,932

13.33

Bodies Corporate

May-14

Jun-14

Jul-14

Aug-14

Sep-14

Oct-14

Nov-14

Dec-14

Jan-15

Feb-15

Mar-15

Redington

6000

30000

135

28000

509

23,544,307

5.89

10,494,996

2.63

NRIs, NRI Directors, Foreign Nationals/Investors

419

104,155,535

26.06

Others

104

256,044

0.06

Total of Non promoter Holding

20,019

346,419,858

86.67

Grand Total

20,020

399,702,790

100.00

XIV. ECS Mandate

27000

115

In order to enable the Company to serve the investors in a better way, the Company requests shareholders to update their bank
accounts with their respective depository participants.

26000
105

25000

XV. Convertible Instruments

24000

95

There are no outstanding GDRs/ ADRs/ Warrants or any convertible instruments.

23000

85

XVI. Locations of Branches

22000

Apr-14

May-14

Jun-14

Jul-14

Aug-14

Sep-14

Oct-14

Nov-14

Dec-14

Jan-15

Feb-15

Mar-15

Our Company has the following distribution offices, warehouses and services centers in India and overseas.

21000

SensexvRedington

XI. Distribution of Shareholding as on March 31, 2015

Share Holding

No. of
Shareholders

% of Total
Shareholders

19,174

95.77

9,999,734

1.25

5001-10000

357

1.78

2,642,674

0.33

10001-20000

174

0.87

2,577,118

0.32

20001-30000

53

0.27

1,353,202

0.17

30001-40000

40

0.20

1,475,562

0.19

40001-50000

29

0.15

1330714

0.17

50001-100000

52

0.26

3,690,166

0.46

141

0.70

776,336,410

97.11

20,020

100.00

799,405,580

100.00

2-5000

100001 & Above

Amount of
Share Capital (`)

12.64
39.39

The shares of the Company are compulsorily traded in dematerialized form by all categories of investors. As on March 31, 2015,
76.39 % shares of the Company are held in dematerialized form.

29000

125

50,529,141
157,439,835

XIII. Dematerialisation of Shares and Liquidity

31000

Sensex

39
120

18,828

Indian Public

145

Total

53,282,932

Non Institutions

NiftyvRedington

75

FIIs, FPIs

6500

Apr-14

% of shareholding

Foreign bodies corporate

Mutual funds/UTI/Financial Institutions

7000

85

No. of shares

Non promoter holding

105
95

No. of holders

Promoter Holding

% of Total
Share Capital

Particulars*

India

Overseas

Sales offices

60

30

Warehouses

88

22

Owned Service centers

70

31

Partner Service Centers

219

20

* Includes branches of subsidiary companies.

XVII. Address for Correspondence

The shareholders may address their communication/ suggestions/ grievances/ queries to the Registrar and Share Transfer Agents
at their address mentioned in earlier Para VII.
Mr. M. Muthukumarasamy
Company Secretary
Redington (India) Limited
Centre Point, Plot No. 8 & 11 (SP)
Thiru-vi-ka Industrial Estate, Guindy.
Chennai - 600 032.
Tel No : + 91 44 42243353
Fax No : + 91 44 22253799
Email : [email protected]
The Company has its website namely www.redingtonindia.com. The website provides detailed information about the Company,
its products and services offered locations of its corporate offices and various sales offices etc. The quarterly results, annual
reports and shareholding patterns are updated on the website of the Company.

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Management Discussion and Analysis

CERTIFICATE UNDER SUB CLAUSE V OF CLAUSE 49 OF LISTING AGREEMENT

We, Raj Shankar, Managing Director and S.V. Krishnan, Chief Financial Officer of the Company hereby confirm and certify that

Economic Outlook

a. We have reviewed financial results for the year ended March 31, 2015 and that to the best of our knowledge and belief;
i.

Your company has a wide geographic presence in India, South Asia, Middle East, Turkey, Africa (META) and CIS regions. The
economies where your company has presence are significantly influenced by the sentiments and developments that impact the
global economy. Therefore, analysing developments in the global and domestic economies during the fiscal year 2014-15 and
addressing future prospects become pertinent for a meaningful analysis of your Company's performance.

these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.

ii. these statements together present a true and fair view of the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

Global Outlook

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the period which are
fraudulent, illegal or violative of the Companys code of conduct.

The world economy is still recovering from the financial crisis. Global growth picked up marginally during the year 2014 but
it remained below expectations. The latest edition of Global Economic Prospect of World Bank mentions that high-income
countries continue to grapple with the legacies of financial crisis and several middle-income countries were less dynamic than in
the past. Low-income countries continued to grow at a robust pace, despite a challenging global environment.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.

In the coming years, IMF projects world growth to pick up modestly to 3.5% in the year 2015; it is estimated to grow to 3.7% in
the year 2016. According to IMF reports1, while the advanced economies are expected to grow stronger at an increased rate of
2.4% in 2015, emerging markets are predicted to show a weaker growth of 4.3%, reflecting uncertain prospects in some of the
large emerging market economies and oil exporters.

d. We have indicated to the auditors and the Audit Committee

i.

that no significant changes in internal control over financial reporting during the period;

ii. that changes in accounting policies during the period have been disclosed in the notes to the financial statements; and

Regarding the market your company operates in, Asia's growth forecast is to remain steady at 5.6%2 in 2015, as the region will
continue to outperform the rest of the world. Asia's growth is set to benefit from the decline in oil prices since the fourth quarter
of 2014.

iii. that no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Companys internal control system over financial reporting.

Place : Chennai
Date : May 27, 2015

Raj Shankar
Managing Director

With respect to the Middle East economy, reduced crude oil prices pose a serious challenge for oil exporting countries. Additionally,
the region remains burdened with severe socio-political and sectarian conflicts. Economic impact due to continued conflict in
Syria, resulting in inflow of refugees into Turkey, continued terrorists attack in Iraq, civil war in Yemen and uncertainty over nature
and timing of N-deal by Iran has serious negative impact on growth prospects.

S.V. Krishnan
Chief Financial Officer

UAE & Saudi Arabia have revised their forecast of GDP growth downward, anticipating continued depression in oil prices. Kenya
& Nigeria are reeling under geo-political tension and the expected GDP growth has also been similarly revised downward. Turkey
has projected a GDP growth of 3.1%. Devaluation of Nigerian Naira, Turkish Lira, Kenyan Shilling & Moroccan Dirham against US
Dollar during second half of the fiscal year 2014-15 posed a threat for growth in these markets.

Auditor's Certificate on Corporate Governance

To the Members of Redington (India) Limited
We have examined the compliance of conditions of Corporate Governance by Redington (India) Limited ("the Company") for the year
ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreements of the said Company with Stock Exchanges.

Indian Outlook
The Economy of India is the seventh largest in the world by nominal GDP and the third largest by purchasing power parity (PPP).
The country is one of the G-20 economies, a member of BRICS and among the top 20 global traders according to the WTO.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited
to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

The 2014 Parliamentary elections gave a decisive mandate in favour of a stable government. The economic survey noted that
India is today in a sweet spot, largely relieved of the vulnerabilities that results from an economic slowdown associated with
political uncertainties. Since then, most of the macro parameters of the Indian economy have shown improvement and the
country is best positioned among emerging market economies, gaining global investor's attention.

In our opinion and to the best of our information and according to the explanations given to us by the Directors and the Management,
we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above
mentioned Listing Agreements.

As compared to the macro-economic conditions during FY 13-14, both fiscal and current accounts reflect far healthier trends.
Wholesale and Consumer inflation have moderated sharply and are well within RBI's medium term guideline. Rupee was largely
stable & range bound against the US dollar during the fiscal year 2014-15. The Business Confidence Index for January 2015 (a
leading indicator to gauge industrial activities) as measured by National Council of Applied Economic Research (NCAER), is at a
five-year high.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm Registration No. 008072S)

Place: Chennai
Date:May 27, 2015

As per the fiscal consolidation road map outlined in the Budget 2015-16, fiscal deficit as a percentage to GDP is targeted to be
brought down to 3.9%3 in 2015-16 and further to 3.5% by 2016-17. A lower fiscal deficit reduces the government's expenditure
on interest payment and unlocks funds for investments in infrastructure development. This in turn is expected to spruce up the
ailing manufacturing sector resulting in higher spending on technology products and services.

MK Ananthanarayanan
Partner
(Membership No. 19521)

Road Ahead
The IMF forecasts the Indian Economy to grow by 7.5%4 in the fiscal year 2015-16, due to renewed confidence in the market
brought about by incremental and continuous economic reforms implemented by the new government. During fiscal 2015-16, the
economic recovery is expected to be driven initially more by consumer demand than by the supply side economy .
1
2
3
4

50

Annual Report
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Source: World Economic Outlook April 2015, IMF Publication

Source: Regional Economic Outlook April 2015, IMF Publication
RBI Publication: Monetary Policy Report dated 7 April 2015
Source: Regional Economic Outlook April 2015, IMF Publication
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Mobility products and solutions are already central to growth of any technology related organization and your company is
developing a diverse vendor base that would help it to continue addressing the opportunities in this area. The GTM strategies for
mobility products is undergoing swift evolution and your company is determined to be in the forefront of these emerging strategies.

Consumer spending is expected to grow due to increase in disposable income on account of softening of inflation and cut in
the repo rate by RBI. The Wholesale Price Index (WPI) was lower at 2.36%5 for the sixth consecutive month till April 2015. Food
inflation except pulses, fruits and milk has been consistently on the decline since January 2015. Deflation in fuel prices due to the
sharp fall in global prices is a major contributor to the reduction in WPI.

Internal Control System and their adequacy

The concern, however, is the consistent underperformance of manufacturing sector. Manufacturing inflation was negative at 0.5%
during April 2015, for the second consecutive month. Despite crossing the mark of 5% in the fiscal year 2014-15, manufacturing
growth has failed to sustain the growth momentum, showing that the manufacturing recovery is still fragile and uneven. Given the
fact that a sustained manufacturing recovery continues to be elusive, manufacturers are unlikely to exercise their purchasingpower.

Your company believes that prudent management of all risks and correct financial reporting are important facets of principles of
good corporate governance. While correct financial reporting is primed to provide transparent information on past transaction,
risk management ensures sustainability and fosters growth over a period of time. The edifice for risk management and financial
reporting can be created only in an environment of effective internal control, which provides a fine balance between efficiency in
operation and security of assets. Your company believes that management should exercise their freedom within a framework of
appropriate checks and balances, to encourage credibility and transparency in decision making. The internal control environment
encompasses business risk, transaction risk and compliance risk.

However, sustained economic growth can be ensured by addressing structural constraints that arise due to low manufacturing
base, delay in project approvals and insufficient complementary investments, lack of infrastructure, and agricultural production's
high dependence on the monsoon.

Industry Structure, Developments, Opportunities and Threats

Business risk emanates from external environment and unless recognized in time and addressed effectively, can seriously impact
the company's overall performance and health. Your company has developed a reservoir of knowledge over the years which helps
it to assess, measure and define business risks and to institutionalize the learnings through dispersed, organizational business
intelligence. Business Intelligence processes define broad guidelines and policies to assist management in decision making on
various critical parameters and are periodically reviewed and assessed to evaluate their effectiveness over the risk they measure
to mitigate. Opinions from external specialists are sought, if necessary, to assist the management in its decision making process.
Risk Management Committee, with representation from the Board and the management assesses, monitors and recommends
measures to mitigate possible business risks.

Fiscal year 2014-15 witnessed moderate growth in Global demand of IT products reflecting broad pricing pressures, government
spending constraints from continued fiscal challenges, datacenter consolidation enabled by virtualization, accelerating cloud
adoption and a shift toward lower-cost hardware products. Global PC shipments de-grew by 6.7% during first quarter of the
calendar year 2015 and have been the lowest PC shipment since first quarter of the calendar year 2009.
Global smart phone market de-grew by 6.1% sequentially during the first quarter of the calendar year 2015. On the other hand,
Smart phone market in India witnessed a significant sequential growth of 35%. However, the share of top four brands reduced
from 63% to 57% as the market became increasingly fragmented by the entry of more vendors and market-share gains by local
brands.

Transaction risk emanates from sources of information created during day to day operation of the company. Transaction risks are
continuously monitored from the perspective of "worst case scenario"? Processes and procedures are defined and implemented
and process owners are identified and empowered for taking decisions within the defined guidelines. Checks and balances have
been designed to throw up exceptional items.

Gartner has estimated that the combined shipment of devices (PCs, tablets, ultra-mobiles and mobile phones) in India is forecast
to be 300 million units in 2015, an increase of 4.5% over 2014. The traditional PC market is expected to grow by 2%, with a 9%
increase in the notebook market in 2015.

Your company has zero tolerance towards any compliance failure. It has implemented sufficient processes and systems to ensure
compliance with the enactments applicable.

Mobile phones (including feature phones) are projected to grow by 5% in 2015 with increased penetration of smart phones on the
back of the trend of vendors offering better features at lower price points. Global vendors, such as Apple, Samsung, LG, Motorola
and Microsoft, along with local players like Micromax, Karbon, Spice, Intex, and Lava continue to drive the demand for Smart
Phones through aggressive GTM activities.

Your company is a strong advocate of system and process based information processing for quick and informed decision making.
Hence, the controls are developed and incorporated in the ERP system, creating business intelligence for decision making and
providing audit evidence for transaction processing.

E-commerce companies have gained significant traction and exponential Gross Merchandise Value of business conducted on
their portals by offering consumers aggressive pricing and ease of purchase. By positioning itself to capture values offered by
different segments of the e-commerce supply-chain, your company has been able to garner inorganic earning opportunities.

Human Resource Management

Your company continues in its endeavour to nurture talent for mutual growth of the organization as well as the individual. As a
progressive professional organisation always aiming to enhance the stake holders' value, the company has always pursued a well
thought out philosophy for developing its human resources.

Your Company's ability to capture emerging business opportunities across social, mobile, analytics, cloud (SMAC), particularly
solutions with higher customer value, is critical to achieving revenue growth and maintaining profitability on a sustainable basis
in the coming years. Slower industry growth for traditional IT products and services could lead to more aggressive pricing in the
absence of long-term industry consolidation.

In order to evaluate the suitability of talent for specific roles and enhanced responsibilities, a leading assessment specialist has
been engaged and a set of identified employees have been subjected to the assessment. The gaps identified through this
assessment are being addressed through guided interventions and focused training.

Your company's capability to provide wide range of services - Distribution, Logistics and after sales services - continues to be a
unique selling proposition to our customers.

Financial Performance Analysis

Key Business Strategies

Your Company is in the process of preparing itself for the changes in business paradigms which are expected to reshape the
Indian Market.

The Consolidated financials of your Company and its subsidiaries (including 47 overseas subsidiaries and step-down subsidiaries)
have been prepared in accordance with Generally Accepted Accounting Principles in India, in compliance with the Accounting
Standards and the relevant provisions of the Companies Act 2013 / Companies act 1956, as applicable.

While strengthening and consolidating its core volume-distribution business, it is evaluating ways and means of transforming this
space through better efficiencies and increased process driven automation. Your Company is engaged in trying out ways and
means of optimizing the cost of distribution of products to the final tier that is closest to the end-user.

The audited financial statements of the Company and all its subsidiaries and step-down subsidiaries used in the consolidation are
drawn up to the same reporting date as that of the Company.

Segment-wise Performance Analysis

In the Value distribution space, your company is evolving into a Solution oriented partner for its vendors and customers. Pre-Sales
and Technical Sales talents are deployed to help partners provide their customers with customized solutions to achieve their
desired business outcomes.

Your Company identified Geographical Segment as the primary segment and Business segment as the secondary segment
based on the similarity of risks and returns of the operation of business in different countries.

Consumption and utilization of IT assets is becoming increasingly "consumer centric" and your Company would develop
capabilities to become the partner-of-choice for vendors who offer solutions that cater to the verticals social, mobile, analytic
andcloud.
5

52

Geographical segments reported are India and Overseas. Business segments identified are Distribution and others for the current
year (Distribution, financial services and others for previous year).

Press Release May 2015 by Government Of India Ministry Of Commerce & Industry Office Of The Economic Advise

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In both geographies, your Company has performed well during this fiscal year. Despite a subdued demand environment in India,
Turkey, Geo-political tensions in MEA region & wide fluctuation in various currencies, the Company has managed to post double
digit growth in its revenue and earnings during the year.

EBITDA
EBITDA grew by 5.6% in fiscal year 2014-15, with a
CAGR of 13% for the last 5 years. EBITDA growth is lesser
than CAGR for the last 5 years due to higher contribution
of revenue from mobile phones compared in the total
revenue, where the margin percentages are comparatively
lower and disposal of our financial services company,
Easyaccess Financial Services Limited, towards the end
of last financial year.

Your Company's consolidated financial performance is marked by healthy revenue and profit mix from both domestic and overseas
Revenue in crores (`)
markets and a strong market position in both these markets.
35000

Analysis on the Consolidated Financial Performance

Revenue

CAGR 17%

30000

28005.1

25000

Your Company's consolidated revenue has grown by

13% during the fiscal year 2014-15, with a CAGR of 17%
for the previous 5 fiscal years. The growth in revenue was
below CAGR due to devaluation of local currency against
US Dollar in African countries and slower growth in India.

31622.7

24210.4
20000
15000

21222.0

However, your company has always been very cautious

on expenditure front which was why EBITDA percentage
could be maintained over the many years.

16722.7

10000
5000
0

CAGR 13%

700
600

684.2
633.4

500
400

761.9

719.6

471.6

300
200
100
0

FY2010-11

FY2011-12

FY2012-13

FY2013-14

FY2014-15

Finance Costs
FY2010-11

FY2011-12

FY2012-13

FY2013-14

FY2014-15

The interest cost decreased by 15% during the fiscal year 2014-15 despite revenue growth of 13%. Reduction in interest cost
is on account of reduction in working capital which is mainly on account of receipt of sale proceeds from disinvestment of
Easyaccess financial services limited towards the end of previous financial year and also reduction in interest rates as compared
to previous year.

There is a slight shift in the composition of segmental revenue. Share of overseas revenue increased as a percentage of total
revenue. This is due to modest revenue growth of 6.7% in India.
Revenue by Geography (FY201314)

EBITDA in crores (`)

800

Revenue by Geography (FY201415)

7%

PBT & PAT

PBT & PAT increased by about 15% during the fiscal year 2014-15 compared to the previous year, yet another year of earnings
growth faster than the growth in revenue.

8%

The PAT after minority interest during the fiscal year 2014-15 was ` 386.5 Crore versus ` 336.6 Crore during the last fiscal year
2013-14.
41%

43%

50%

Operating Cash Flow Statement

Your company's cash flow from operation was positive for the fourth consecutive year. This is a reflection of strong business
fundamental and effective management of operation. Growth in business coupled with effective operation management is a key
driver for sustained positive cash flow.

51%

This consistent generation of positive cash flow from operations has reduced the Company's net debt-to-equity ratio further to
0.5 times from 0.6 times as on March 31, 2014. With this lower gearing, your company is comfortably poised to capture future
growth opportunities.
India

METACIS

Singapore & South Asia

India

METACIS

Singapore & South Asia

Key Ratios

Gross Margin

Particulars

The gross margin as a percentage on sales was 5.98% compared to 6.12% (regrouped) for the previous year. There was a growth
of 10.17% in total gross margin earned in the fiscal year 2014-15. Gross Margin growth is not in line with revenue growth due to
lower margin in mobile business, where the growth was relatively faster during the year.

Return on Average Capital Employed (%)*

17.2

17.2

Return on Average Equity (%)*

18.2

19.1

Book Value/ Share (in `)

57.6

48.8

Expenses

EPS (in `)

9.7

8.4

Employee cost increased by 14%. The increase is primarily due to increase in headcount in the overseas segment on account of
expansion and increase in compensation for the existing employees.

Interest Cover (times)

4.5

3.6

Freight cost increased by 19%. The increase is in line with increase in business volume in Third Party Logistics (3PL) business
in India. There has been a corresponding revenue increase in ProConnect Supply Chain Solutions Limited, our wholly owned
subsidiary, which is into 3PL services.

Gross Debt : Equity (times)

0.7

0.8

Net Debt : Equity (times)

0.5

0.6

FY 2014-15

FY 2013-14

* Goodwill has been excluded and Capital reserves has been included appropriately

The Foreign Exchange Loss increased by 36% due to depreciation of Nigerian Naira, Turkish Lira, Kenya Shilling, Moroccan
Dirham and Ghana Cedi against US Dollar. However, impact as a percentage of sales is not significant.

The marginal drop in ROE during the year is on account of benign business environment across our various Markets. However,
book values per share and EPS have shown improvement due to profit growth during the year.
Interest Cover has improved due to reduction in consolidated interest cost.

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Analysis on the Standalone Financial Performance

CAGR 10%

Revenue
The revenue growth was 6.7% during the fiscal year
2014-15 with a CAGR of 10% for the previous 5 fiscal
years. Revenue growth was lesser than the CAGR due
to subdued demand environment in India during the year.

Profit before Tax (Before exceptional item)

Revenue in crores (`)

15000

12000
11310.5

12070.4

10454.6

9871.5

9000

Profit before tax grew by a healthy 9.2% during the

fiscal year 2014-15 in line with the CAGR of 9% despite
outsource of service business to Ensure Support Services
(India) Limited.

PBT in crores (`)

300

CAGR 9%

250
233.3

200

248.9

249.7

FY2012-13

FY2013-14

272.8

193.4

8144.8

150

6000

100
3000

50
0

FY2010-11

FY2011-12

FY2012-13

FY2013-14

FY2014-15

Other income grew by 2.0% to ` 49.0 Crores in the fiscal year 2014-15 from ` 48.0 Crores in the previous fiscal year. Your
Company does not leave any stone unturned to collect the dues from its customers though provided for in the books. This
perseverance and the constant follow-up helped the Company to recover bad debts that were written off during previous periods.
The Company also earned profit of ` 12.15 Crores on disposal of land.

Profit after tax de-grew during the current fiscal year due to
an exceptional income reported during the previous fiscal
year on account of profit on sale of shares in Easyaccess
Financial Services Limited.

Employee benefit

PAT in crores (`)

250
CAGR 9%

Shareholder funds increased to ` 1360.57 Crores on March

31, 2015 from ` 1266.75 Crores on March 31, 2014, due
to transfer of profit earned net of dividend distribution
during the fiscal year 2014-15.

CAGR 8%

346.2

249.9

150

Due to positive cash flow from operations over the last

seven years, the Debt-Equity situation has moved favorably
and as of March 31, 2015, both the Gross Debt to Equity
and Net Debt to Equity have moved below 0.3 times. The
Company is therefore favorably poised to capture any
upswing in the business opportunity in the ensuing years,
without any need for additional equity capital.

100
50
FY2011-12

FY2012-13

FY2013-14

0.68

FY2014-15

FY2014-15

Depreciation & Amortisation

Depreciation & Amortisation expense during the fiscal year 2014-15 increased by 4% over the previous fiscal year due to
capitalization of Kolkata ADC in quarter IV of the fiscal year 2014-15.

Net Debt
Gross Debt
0.58

0.61

Debt as on March 31, 2015 decreased to ` 283.78 Crores

from ` 357.02 Crores as on March 31, 2014 due to better
working capital utilization during the fiscal year 2014-15.

250

FY2010-11

FY2013-14

Funds Employed

350

FY2012-13

Net cash outflow on account of investing activities was ` 69.7 Crores which is primarily due to investment of equity in its whollyowned subsidiary, Redington International Mauritius Limited. Net cash outflow on account of financing activities was ` 193.9 Crores
which is primarily due to repayment of borrowings and payment of dividend.

EBITDA in crores (`)

200

FY2011-12

Your company generated ` 195.1 Crores of positive cash flow from operation during the fiscal year 2014-15. Your company has been
consistently generating positive cash flow from operation signifying strong business fundamentals and strong operational control.

As the company transferred its after sales support service division employees to its wholly owned subsidiary Ensure Support
Service (India) Limited during the fiscal year, other costs are not comparable.

337.2

FY2010-11

Cash Flow Statement

The sales promotion expenses increased to ` 95.7 Crores during the fiscal year 2014-15 from ` 88.4 Crores during the previous
fiscal year mainly because of higher spending for promotional activities for certain brands in line with the commitments that are
agreed with those brand.

342.8

156.8

50

The Bank charges Increased to ` 7.1 Crores during the fiscal year 2014-15 from ` 6.4 Crores during the previous fiscal year due
to increase in the volume of bills discounted.

321.2

182.0

171.4

150

300

239.8

200

100

Other expenses

400

FY2014-15

128.4

The amount provided for Employee benefits are lower at ` 79.81 Crores in the fiscal year 2014-15 as compared to ` 101.30
Crores for the previous fiscal year, the principal reason being the transfer of employees belonging to the Support Services division
to our wholly owned subsidiary, Ensure Support Service (India) Limited, in the beginning of fiscal year. This has resulted in a
reduction in employee cost.

EBITDA increased marginally during the fiscal year

2014-15.

FY2011-12

Profit after Tax

Expenses

EBITDA

FY2010-11

0.44
0.28

0.21

0.21
0.19

FY2011-12

FY2012-13

FY2013-14

FY2014-15

Dividend
With a comfortable Debt levels, the Board of Directors have recommended 95% dividend on the face value for the year 2014-15,
equivalent to ` 1.90 per share, making it the highest ever dividend payout.

Finance Costs
The decrease in finance cost is on account of reduction in borrowings due to receipt of sales proceeds from divestment of
Easyaccess Financial Services Limited towards the end of previous fiscal year and a marginal drop in interest rate during the year.

Book value and Earnings per Share

Book Value of the Company increased from ` 31.71/- per share to ` 34.04/- per share.

Interest cover for fiscal 2015 has improved to 5.45 times as against 5.10 times for previous fiscal

Earnings per share decreased by 24% to ` 4.55 per share for the year ended March 31, 2015 compared to the previous fiscal,
mainly due to exceptional income during the previous fiscal.

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Independent Auditors Report to the Members of Redington (India) Limited

Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Redington (India) Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and
a summary of the significant accounting policies and other explanatory information, in which is incorporated the Returns for the year
ended on that date audited by the branch auditor of the Company's branch in Singapore.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including
the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control
relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place
an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made
by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its
cash flows for the year ended on that date.
Other matter
We did not audit the financial statements of a branch included in the standalone financial statements of the Company whose financial
statements reflect total assets of ` 1,836.77 Lakhs as at March 31, 2015 and total revenues of ` 5,362.23 Lakhs for the year ended
on that date, as considered in the standalone financial statements. The financial statements of the branch has been audited by the
branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included
in respect of the branch, is based solely on the report of such branch auditor.

Standalone Financial Statements

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.

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(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Incometax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31,
2015 for a period of more than six months from the date they became payable.
(c) Details of dues of Incometax, Sales Tax, Custom Duty and Cess which have not been deposited as on March 31, 2015 on
account of disputes are given below:

(b) 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 those books.
(c) The report on the accounts of the branch office of the Company audited under Section 143(8) of the Act by the branch auditor
has been sent to us and has been properly dealt with by us in preparing this report.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement
with the books of account.
(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(f) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section
164 (2) of the Act.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.

Place: Chennai
Date: May 27, 2015

Nature Dues

Forum where Dispute is pending

Period to which the

amount relates
(Year)

Central Sales Tax Act, 1956

Sales tax

Additional Commissioner (Appeals)Goa

2007-08

64.78

Deputy Commissioner (Appeals),

Indore

2012-13

4.51

Special Commissioner-VAT, Delhi

2009-10

55.22

Appellate and Tax Revisional BoardKolkata

2007-08

0.73

Additional Commissioner, (Appeals)Various States

2004-05, 2005-06,
2006-07 & 2009-10

4.45

Appellate Board, Indore

2009-10

6.64

Appellate Tribunal Delhi

2008-09

459.85

Deputy Commissioner (Appeals),

Various States

2009-10, 2010-11,
2011-12 & 2012-13

50.79

Joint Commissioner (Appeals),

Various States

2006-07 & 2011-12

71.79

Special Commissioner-VAT, Delhi

2005-06 & 2009-10

590.94

Appellate and Tax Revisional BoardKolkata

2007-08

4.96

Sales tax of various states

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 008072S)

Sales tax

M K Ananthanarayanan
Partner
Membership No. 19521

Annexure to the Independent Auditors' report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
(i) Having regard to the nature of the Companys business/activities/results during the year, Clause (vi) of paragraph 3 of the order is
not applicable to the Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of
verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to
the information and explanations given to us, no material discrepancies were noticed on such verification.

Amount
involved
(` in Lakhs)

Name of the Statute

Income tax act, 1961

Income tax

Appellate Tribunal Chennai

2009-10

254.10

The Customs Act, 1962

Customs Duty

Customs Excise Service tax

Appellate Tribunal, Chennai

2007-08

15.27

(d) The company has been generally regular in transferring amounts to the Investor Protection and Education Fund in accordance
with relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.
(viii) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses
during the financial year covered by our audit and in the immediately preceding financial year.
(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of
dues to banks. The Company has not borrowed from financial institutions and has not issued any Debentures.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by an external firm of Chartered Accountants at
reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of
inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature
of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records
of its inventories and no material discrepancies were noticed on physical verification.

(x) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans
taken by others from banks and financial institutions.
(xi) The Company has not raised any term loan during the year.
(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no
material fraud on the Company has been noticed or reported during the year.

(iv) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register
maintained under Section 189 of the Companies Act, 2013.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 008072S)

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for
the sale of goods and services and during the course of our audit, we have not observed any major weaknesses in such internal
control system.

Place: Chennai
Date: May 27, 2015

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the
year.

M K Ananthanarayanan
Partner
Membership No. 19521

(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory
dues applicable to it with the appropriate authorities.

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Balance Sheet as at March 31, 2015

Statement of Profit and Loss for the Period Ended March 31, 2015
(` in Lakhs)

(` in Lakhs)
Particulars
I.

Note No.

As at
March 31, 2014

3
4

Non-current liabilities
Long-term provisions

7,994.06
128,063.40
136,057.46

7,989.64
118,685.47
126,675.11

693.16
693.16

906.07
906.07

6
7
8
9

TOTAL

18

Other income

19

28,377.52
107,801.99
20,451.09
9,750.75
166,381.35

35,702.45
112,392.36
22,860.39
4,525.33
175,480.53

303,131.97

303,061.71

Year Ended
March 31, 2015
1,202,137.93
4,900.03

Year Ended
March 31, 2014
1,126,248.78
4,803.22

Total Revenue

1,207,037.96

1,131,052.00

1,138,813.30

1,065,394.48

Expenses
Purchases of trading stocks
Changes in inventories
Finance costs
Depreciation & amortisation
Other expenses

(561.58)

(5,862.23)

20

7,981.19

10,130.20

21

6,246.83

7,694.71

10 (iii)

1,102.50

1,060.46

22

Total Expenses

25,685.58

27,666.25

1,179,267.82

1,106,083.87

Profit Before Corporate social responsibility expenditure,

Exceptional item and Tax

ASSETS

Allocation for Corporate Social Responsibility Expenditure

Non-current assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
Non-current Investments
Deferred tax assets (net)
Long-term loans and advances

27,770.14
35

495.00

24,968.13
-

Exceptional Item
10 (i)
10 (ii)
11
12
13

9,585.79
62.83
377.31
54,645.88
814.22
5,522.25
71,008.28

Profit on sale of Long-term investments

9,299.80
114.94
399.07
48,369.53
1,051.18
9,090.00
68,324.52

Profit Before Tax

14
15
16
17

TOTAL
See accompanying notes form part of the Financial Statements

83,497.30
126,761.51
2,898.95
18,965.93
232,123.69
303,131.97

6,575.66

27,275.14

31,543.79

8,842.62

7,941.00

Tax expense
Current tax
Deferred tax
Tax expense for the year

Current assets
Inventories
Trade receivables
Cash and cash equivalents
Short-term loans and advances

83,048.57
123,508.49
9,258.95
18,921.18
234,737.19

236.96

(376.00)

9,079.58

7,565.00

Profit for the Year

303,061.71

18,195.56

23,978.79

Basic

4.55

6.01

Diluted

4.55

6.00

Earnings per equity share

23

See accompanying notes form part of the Financial Statements

In terms of our report attached

For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells

Chartered Accountants

For Deloitte Haskins & Sells

Chartered Accountants

62

Revenue from operations

Employee benefits

Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions

In terms of our report attached

Note No.

Particulars

EQUITY AND LIABILITIES

Shareholders' funds
Share capital
Reserves and surplus

II.

As at
March 31, 2015

M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

Place : Chennai
Date : May 27, 2015

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

Place : Chennai
Date : May 27, 2015

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

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63

Cash Flow Statement for the Year Ended March 31, 2015

Notes to financials statements for the year ended March 31, 2015
(` in Lakhs)
Year Ended
March 31, 2015

Particulars
A. Cash flow from operating activities:
Profit before tax
Adjustments for:
Depreciation & amortisation
Finance Cost
Interest income
Bad Debts written off
Provision for doubtful receivables
Provision for warranty
Provision no longer requried written back
Provision for Corporate social responsibility expenditure
Dividend from Subsidiaries
Dividend income from short-term Investments
Profit on sale of Long-term investment (exceptional item)
Unrealised foreign exchange loss/(Gain) (net) including translation adjustment
Profit on sale of fixed assets (net)
Operating Profit before working capital changes
Increase in Trade receivables
Decrease/(Increase) in Long-term loans and advances
Decrease/(Increase) in Short-term loans and advances
Increase in Inventories
(Decrease)/Increase in Other current liabilities
(Decrease)/Increase in Trade payables
Decrease in Short-term provisions
(Decrease)/Increase in Long-term provisions
Cash generated from operations
Direct taxes paid (including TDS receivable), net of refund
Net Cash flow from operating activities
B. Cash flow from investing activities:
Capital Expenditure
Proceeds from Sale of fixed assets
Interest received
Dividend Income from Subsidiaries
Loans disbursed to Subsidiaries & Associates
Loans settled by Subsidiaries & Associates
Purchase of short-term Investments
Proceeds from sale of short-term Investments
Earmarked Bank Deposit/Bank Deposits with original maturity for more than three months (net)
Investments in Subsidiaries/ Associates
Proceeds from sale of Long-term investments
Net Cash (used in)/generated from investing activities
C. Cash flow from financing activities:
Repayment of Short-term borrowings (net)
Proceeds from allotment of shares including premium under Employee Stock Option,2008
Dividends paid (including dividend tax)
Finance cost paid
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Reconciliation of Cash & cash equivalents
Cash & cash equivalents as per Balance sheet (Refer note 16)
Less: Earmarked Balance -Dividend Account
Less: Balance held as Margin money
Less: Earmarked balances Unspent for Corporate Social Responsibility
Cash and cash equivalents as per Cash Flow Statement
See accompanying notes forming part of financial statements

In terms of our report attached

Year Ended
March 31, 2014

27,275.14

31,543.79

1,102.50
6,246.83
(2,193.55)
848.22
1,398.21
169.59
(240.18)
495.00
(557.60)
(247.58)
93.13
(1,237.26)
33,152.45
(5,504.20)
152.29
3,271.18
(448.73)
(619.38)
(4,448.96)
(260.83)
(212.91)
25,080.91
(5,569.29)
19,511.62

1,060.46
7,694.71
(1,528.20)
1,301.51
202.48
(540.00)
(2,088.55)
(115.51)
(6,575.66)
(243.55)
(202.10)
30,509.38
(31,509.04)
(1,192.06)
(3,241.40)
(5,862.23)
4,795.01
20,254.25
(249.06)
195.98
13,700.83
(9,273.38)
4,427.45

(1,608.59)
1,721.71
2,075.34
557.60
(15,815.00)
12,620.00
(844,175.00)
844,422.58
(494.61)
(6,276.35)
(6,972.32)

(2,390.02)
307.20
1,546.79
2,088.55
(13,140.00)
13,310.00
(682,854.23)
682,969.74
285.24
(4,532.63)
28,650.40
26,241.04

(7,519.40)
112.92
(4,112.00)
(7,875.43)
(19,393.91)
(6,854.61)
9,253.62
2,399.01

(26,224.28)
94.36
(1,596.96)
(8,435.38)
(36,162.26)
(5,493.77)
14,747.39
9,253.62

2,898.95
4.85
0.09
495.00
2,399.01

9,258.95
4.28
1.05
9,253.62

1. Company Overview
Redington (India) Limited ("the Company"), is a public limited Company domiciled in India and incorporated under the provisions of
the Companies Act, 1956. The Company's equity shares are listed on the bourses of BSE Limited and National Stock Exchange of
India Limited. The Company operates in the Information Technology product distribution business supply chain solutions and after
sales services of Information Technology products. The Company has setup a branch in Singapore which has become operational
during the year. The Company and its subsidiaries operate in India, Middle East, Turkey, Africa, and South Asia countries.

2. Basis of preparation of financial statements

2.1 The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in
India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule
7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies
Act, 1956 ("the 1956 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost
convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the
previous year.

2.2 Summary of Significant Accounting Policies

a. Use of Estimates
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and
assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income
and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are
prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the
estimates are recognised in the periods in which the results are known / materialise.

b. Fixed assets
Tangible assets
Tangible Assets are recorded at cost less accumulated depreciation. Cost comprises of purchase price and other directly
attributable cost of bringing the assets to its working condition for the intended use.
Gains or losses arising from derecognition of tangible fixed assets are measured as the difference between the net proceeds from
disposal/net realisable value and carrying amount of the asset and are recognised in the Statement of Profit and Loss.
Depreciation on Tangible assets
1. Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
2. Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in
Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the
assets has been assessed as under based on technical advice, taking into account the nature of the asset, the estimated
usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes,
manufacturers warranties and maintenance support, etc
Class of Asset
Buildings
Plant & Equipment
Furniture & Fixtures
Office Equipments
Computers
Vehicles

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells

Chartered Accountants

64

M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

Place : Chennai
Date : May 27, 2015

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

20
5
4
5
3
5

3. Depreciation on additions to fixed assets is provided from the month of addition.

4. Individual fixed asset whose cost does not exceed ` 5,000/- are fully depreciated in the year of acquisition.
5. Expenditure on Interiors on premises taken on lease (included in furniture & fixtures) are capitalized and depreciated over a
period of five years.

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65

Intangible assets

3. Income from supplier schemes is accrued, on fulfillment of terms of such programs.

1. Intangible assets are recorded at cost less amortization.

j. Other Income

2. Intangible assets are amortized on straight line basis over a period of three years.

1. Dividend from investments is recognized when the right to receive the payment is established and when no significant
uncertainty as to measurability or collectability exists.

3. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year
and the amortisation period is revised to reflect the changed pattern, if any.

2. Interest income is recognised on the time proportion basis determined by the amount outstanding and the rate applicable
and where no significant uncertainty as to measurability or collectability exists. Interest income on overdue receivables is
recognized only when there is a certainty of receipt.

c. Impairment of tangible and intangible assets

At each Balance Sheet date, the Company assesses whether there is any indication that the fixed assets with finite lives may be
impaired. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or group of assets. If there is any indication of impairment exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment if any. Where it is not possible to estimate
the recoverable amount of individual asset, the Company estimates the recoverable amount of cash-generating unit to which the
asset belongs.

k. Employee Benefits
1. Short-term Employee Benefits
Short-term employee benefits including accumulated short-term compensated absences determined as per Company's policy/
scheme are recognized at the Balance Sheet date as expense based on the expected obligation on an undiscounted basis.
2. Long-term Employee Benefits

d. Leases

Defined Benefit Plan

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as
operating leases. Lease Rentals under operating leases are recognised in the Statement of Profit and Loss.

Compensated Absences & Gratuity

The liability for Gratuity and long term compensated absences, both unfunded, is provided based on actuarial valuation as at the
Balance Sheet date, using the Projected Unit Credit Method. Actuarial gains and losses are recognized in the Statement of Profit
and Loss for the period in which they occur. The retirement benefit obligation recognized in the Balance Sheet represents the
present value of the defined benefit obligation as adjusted for unrecognized past service cost.

e. Investments
Investments that are readily realisable and are intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are classified as long-term investments. Current
investments are carried at lower of cost and fair value. Long-term investments which are strategic in nature are generally carried
at cost. However, provision for diminution is made to recognise a decline, other than temporary, in the value of the investments,
such diminution being determined and provision made for each investment individually.

Defined Contribution Plan

Contribution under statutory laws relating to employee benefits, including Provident Fund and Employee State Insurance, is made
in accordance with the respective rules and is charged to the Statement of Profit and Loss as and when services are rendered
by the employees.

f. Inventories
Inventories are stated at lower of cost and the net realizable value. Costs includes cost of purchase and other costs incurred in
bringing the inventories to the warehouse, net of discounts and rebates and is determined on weighted average basis.

l. Employee share based payments

Stock options granted to the employees under the Employee Stock Option Scheme are evaluated in accordance with the
accounting treatment prescribed by the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines,
1999 issued by Securities and Exchange Board of India and the Guidance Note on Employee share based payments issued by
the Institute of Chartered Accountants of India. The Company follows the intrinsic value method of accounting for the options and
accordingly the excess of market value of the stock options as on the date of grant over the exercise price of the options, if any,
is recognized as deferred employee compensation and is charged to the Statement of Profit and Loss on graded vesting basis
over vesting period of the options.

g. Foreign Currency Transactions

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate
between the reporting currency and the foreign currency on the date of the transaction.
All monetary assets and liabilities in foreign currency are restated at the end of the accounting period at the prevailing exchange
rates as on the Balance Sheet date and exchange gain/loss is considered in the Statement of Profit and Loss.
For Branch operations: Transactions of non-integral foreign operations are translated at the exchange rates prevailing on the date
of the transaction or at rates that closely approximate the rate at the date of the transaction.

m. Current and deferred tax

i. Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit for
theyear.

All assets and liabilities of non-integral foreign operations are translated at the year-end rates.
The resulting exchange differences is accumulated in a foreign currency translation reserve until the disposal of the net investment.

ii. Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable
tax rates under the provisions of the Income Tax Act, 1961.

The premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability,
is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the
Statement of Profit and Loss in the reporting period in which the exchange rates change. Any profit or loss arising on cancellation
or renewal of such a forward exchange contract is recognized as income or as expense in the period in which such cancellation
or renewal is made.

iii. Tax on proposed distribution of dividend is based on the provisions of Income Tax Act, 1961 and disclosed as appropriation
in the Reserves and Surplus in the Balance Sheet.
iv. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting
income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured
using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are
recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed
depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income
will be available against which these can be realised. However, if there is unabsorbed depreciation and carry forward of
losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by
convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and
liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a
legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

h. Warranties
The Original Equipment Manufacturer generally warrants the products distributed by the Company.

i. Revenue Recognition
1. Revenue from Sales is recognized when the ownership and title is transferred which generally coincides with delivery. Revenue
is stated net of discounts, rebates and sales tax.
2. Service Income is recognized when services are rendered. Income from Warranty and Maintenance Contracts is recognized
as per the terms of contract.

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ii. Reconciliation of the number of shares outstanding and amount at the beginning and at the end of the reporting period;

n. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized only when there is a present obligation as a result of past events and when a reliable estimate of the
amount of obligation can be made. Contingent liability is disclosed for

2014-15
No. of shares
` in Lakhs

i. Possible obligation which will be confirmed only by future events not wholly within the control of the Company or

At the beginning of the year

ii. Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of the obligation cannot be made. Contingent assets are not recognized in the
financial statements.

Allotment of shares under Employee Stock Option,

2008issued during the year
Outstanding at the end of the year

o. Cash and cash equivalents

399,481,820

7,989.64

399,152,570

7,983.05

220,970

4.42

329,250

6.59

399,702,790

7,994.06

399,481,820

7,989.64

iii. Terms/rights attached to equity shares;

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term, highly liquid investments that
are readily convertible into known amounts of cash.

Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. For the
year ended March 31, 2015 a dividend of ` 1.90 per equity share has been proposed by the Board of Directors (Previous year
` 0.90 per equity share). The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the
ensuing Annual General Meeting which includes an agenda item to consider declaration of dividend.

p. Cash flow statement

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the
effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash
flows from operating, investing and financing activities of the Company are segregated based on the available information.

iv. Details of shares held by each shareholder holding more than 5 % of the paid-up equity capital
31-Mar-2015
No. of shares
% of Share
held
holding

q. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if
any) by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if
any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive
potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the
weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share
from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period,
unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had
the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares
are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are
adjusted for share splits / reverse share splits and bonus shares, as appropriate.

31-Mar-2014
No. of shares
% of Share
held
holding

Synnex Mauritius Limited

94,295,940

23.59

94,295,940

23.60

Harrow Investment Holding Limited

53,282,932

13.33

84,027,302

21.03

Standard Chartered Private Equity (Mauritius) Limited

47,686,500

11.93

47,686,500

11.94

Fidelity

37,033,731

9.27

7,440,809

1.86

Franklin Templeton Fund

25,303,114

6.33

16,200,017

4.06

Reliance Capital Trustee Company Limited

21,119,911

5.28

Morgan Stanley

21,087,830

5.28

14,257,834

3.57

ICICI Prudential Life Insurance Company

20,734,654

5.19

16,543,734

4.14

` in Lakhs
i. Securities Premium Account

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to
certain firm commitments and highly probable forecast transactions. The Company does not hold derivative financial instruments
for speculative purposes. The Company has applied to all such contracts outstanding as on March 31, 2015 the hedge accounting
principles set out in Accounting Standard 30 "Financial Instruments : Recognition and Measurement" (AS 30) by marking them to
market. Changes in the fair value of the contracts that are designated and effective hedges of future cash flows are recognised
directly in the Hedge Accounting Reserve.

Balance as per the last Balance Sheet

Add: Premium on allotment of shares under Employee Stock Option,
2008 issued during the year
Balance at the end of the year

ii. General Reserve

Balance as per the last Balance Sheet

The Company has only one class of shares referred to as equity shares having a par value of `2/-

Add: Transfer from surplus in Statement of Profit and Loss

` in Lakhs
31-Mar-2015

31-Mar-2015

31-Mar-2014

35,265.85

35,178.08

108.50

87.77

35,374.35

35,265.85
` in Lakhs

3. Share capital

Balance at the end of the year

31-Mar-2014

31-Mar-2015

31-Mar-2014

9,040.45

6,642.56

9,040.45

68

2,397.89
9,040.45
` in Lakhs

Authorised shares
425,000,000 (Previous Year 425,000,000) Equity Shares of ` 2/- each

4. Reserves and surplus

r. Derivative Instruments and Hedge Accounting

i.

2013-14
No. of shares
` in Lakhs

8,500.00

iii. Hedge Accounting Reserve

8,500.00

31-Mar-2015

31-Mar-2014

Issued, Subscribed and fully paid up

Balance as per the last Balance Sheet

(9.86)

(0.54)

399,702,790 (Previous Year 399,481,820) Equity Shares of ` 2/- each fully paid up

Add: Movement during the year (net)

6.72

(9.32)

Balance at the end of the year

(3.14)

(9.86)

7,994.06

7,989.64

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20142015

Annual Report

Contents

20142015

69

` in Lakhs
iv. Foreign Currency Translation Reserve
Balance as per the last Balance Sheet

31-Mar-2015

` in Lakhs

31-Mar-2014

Particulars

2013-14

Cost of the defined plan for the year:

Add: Movement during the year (net)

1.38

Current service cost

24.17

Balance at the end of the year

1.38

Interest on obligation

62.96

41.93

Net actuarial loss recognized during the year

41.40

104.27

128.53

186.12

` in Lakhs
v. Surplus in the Statement of Profit and Loss

31-Mar-2015

31-Mar-2014

Balance as per the last Balance Sheet

74,389.03

56,743.65

Profit for the year

18,195.56

23,978.79

Sub total

92,584.59

80,722.44

Net cost recognized in the Statement of Profit and Loss

Proposed equity dividend for the year

7,595.32

3,595.34

Dividend Distribution Tax on the Proposed Dividend

1,432.71

611.03

Dividend including Dividend distribution tax for previous year ( Refer note below)

0.96

0.58

Dividend distribution tax credit on account of dividend received from subsidiary

(94.76)

Transfer to General Reserve

Balance at the end of the year
Total Reserves and surplus

83,650.36
128,063.40

` in Lakhs
Particulars
Discount Rate
Salary escalation rate
Attrition rate
Demographic assumptions - Mortality

(271.43)

31-Mar-2014

Compensated Absences

151.83

276.82

Gratuity

541.33

629.25

Total

693.16

906.07

5%

5%

LIC (2006-08)

IALM(2006-08) ULT

` in Lakhs
31-Mar-2015

31-Mar-2014

Secured Loan from Banks (Refer note a)

8,634.43

33,314.90

Unsecured Loan from Banks

1,543.09

2,387.55

Commercial Paper (Refer note b)

18,200.00

Total

28,377.52

Nil
35,702.45

a. Loans from Banks are secured by pari-passu charge on Inventories and Trade receivables.
b. Commercial Paper: The facility is unsecured and the maximum amount outstanding at any time during the year was ` 79,500
Lakhs (Previous Year ` 55,000 Lakhs).

7. Trade payables

The Company's obligation towards Gratuity is a Defined Benefit Plan and the details of actuarial valuation as at the year end is
givenbelow:
a. Movement

` in Lakhs
Trade payables*

` in Lakhs
2014-15
676.85

559.01

24.17

39.92

(147.69)

Other payables

2013-14

Total

31-Mar-2015

31-Mar-2014

105,413.20

109,047.73

2,388.79

3,344.63

107,801.99

112,392.36

Trade payables are dues in respect of goods purchased or services received (including from employees) in the normal course of
business.

Nil

* Trade payables includes due to Micro and Small Enterprises

Interest Cost

62.96

41.93

Actuarial Loss

41.40

104.27

Benefits paid

(98.20)

(68.28)

559.49

676.85

Projected benefit obligation at the end of the year

559.49

676.85

Liability recognized in the Balance Sheet

559.49

676.85

` in Lakhs
Due to Micro and Small Enterprises

31-Mar-2015

31-Mar-2014

3,399.42

5,945.99

The Company has circulated letters to suppliers and based on confirmation received so far from the parties necessary disclosures
relating to Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 are
made in the financial statements in accordance with the Notification No: GSR 719 (E) dated November 16, 2007 issued by the
Ministry of Corporate Affairs. There is no overdue outstanding (including interest) payable to these enterprises.

Amount recognized in the Balance Sheet:

Annual Report
20142015

5%

6. Short-term borrowings

Gratuity (included as part of Employee benefits in Note 20)

Projected Benefit Obligation at the end of the year

5%

118,685.47

31-Mar-2015

Transfer of Employees to Ensure Support Services (India) Limited a wholly owned

Subsidiary (Refer Note 11(c) )

7.5%

The details of experience adjustments arising on account of plan liabilities are not readily available in the valuation report and hence,
are not furnished.

` in Lakhs

Service cost

2013-14

9.3%

74,389.03

5. Long-term provisions

Projected Benefit Obligation at the beginning of the year

2014-15

The amount provided for gratuity as per actuarial valuation has been arrived at after considering future salary increase, inflation,
seniority and promotion.

2,397.89

Subsequent to the date of Balance Sheet as on March 31, 2014 and 2013 and before the book closure date, 90,900 (Previous
Year 125,000) equity shares were allotted under Employees Stock Option Plan 2008 and dividend of ` 0.81 Lakhs (Previous year
` 0.50 Lakhs) on these shares were paid. The total amount of ` 0.96 Lakhs (Previous year ` 0.58 Lakhs) including tax on dividend,
has been appropriated from the Statement of Profit and Loss.

Particulars

39.92

b. Assumptions for Gratuity/ Compensated Absences:

Less: Appropriations

70

2014-15

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20142015

71

8. Other current liabilities

10. Fixed AssetsOwned

i. Tangible Assets

` in Lakhs
31-Mar-2015
Creditors for other liabilities

31-Mar-2014

13,116.91

12,142.70

5,257.14

5,876.02

298.94

287.51

1,656.99

1,701.66

Interest accrued but not due on loans

76.71

1,778.11

Unamortized Revenue

39.55

1,070.11

4.85

4.28

20,451.09

22,860.39

Statutory Liabilities
Other Liabilities
Advances/deposit received from Customers

Earmarked Liability - Unclaimed Dividend*

Total

Gross Block
Description

Accumulated Depreciation

As at
01.04.14

Additions

Deletions

As at
31.03.15

As at
01.04.14

For the
Year

Deletions

Current year

2,741.46

444.31

109.31

3,076.46

Previous year

2,789.17

47.71

2,741.46

Current year

4,999.62

692.83

5,692.45

783.53

292.43

Previous year

2,602.92

2,396.70

4,999.62

616.73

166.80

Net Block
As at
31.03.15

As at
31.03.15

As at
31.03.14

3,076.46

2,741.46

2,741.46

2,789.17

1,075.96

4,616.49

4,216.09

783.53

4,216.09

1,986.19

Land (Freehold)

Buildings

Plant and Machinery

* No Amount is due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2015
Includes ` 137.18 Lakhs (Previous year ` 207.78 Lakhs) payable towards acquisitions of Tangible assets.

Current year

1,323.13

78.12

379.25

1,022.00

829.88

132.01

310.96

650.93

371.07

493.25

Previous year

1,058.35

319.80

55.02

1,323.13

751.28

130.32

51.72

829.88

493.25

307.07

Current year

2,986.24

243.39

751.49

2,478.14

2,038.85

309.31

614.16

1,734.00

744.13

947.39

Previous year

2,553.98

515.25

82.99

2,986.24

1,835.40

275.05

71.60

2,038.85

947.39

718.58

Furniture & Fixtures

9. Short-term provisions
` in Lakhs
Compensated absences

` in Lakhs

31-Mar-2015

31-Mar-2014

Office Equipments

7.99

19.82

Current year

566.82

26.48

137.01

456.29

299.91

63.51

106.23

257.19

199.10

266.91

18.16

47.60

Previous year

429.50

165.83

28.51

566.82

269.59

56.55

26.23

299.91

266.91

159.91

Provision for warranty

201.57

251.54

Provision for Corporate social responsibility expense

495.00

Current year

1,684.56

210.58

617.10

1,278.04

1,389.90

142.43

561.91

970.42

307.63

294.66

Previous year

1,725.98

143.34

184.76

1,684.56

1,374.21

183.69

168.00

1,389.90

294.66

351.77

Gratuity

Proposed Dividend

7,595.32

Computers

3,595.34

Dividend Tax on Proposed Dividend

1,432.71

611.03

Total

9,750.75

4,525.33

Vehicles

Movement in Provision for warranty

562.74

93.74

151.93

504.55

222.70

92.07

81.13

233.64

270.91

340.04

495.03

118.68

50.97

562.74

152.28

100.49

30.07

222.70

340.04

342.75

Current year

14,864.57

1,789.45

2,146.09

14,507.93

5,564.77

1,031.76

1,674.39

4,922.14

9,585.79

9,299.80

Previous year

11,654.93

3,659.60

449.96

14,864.57

4,999.49

912.90

347.62

5,564.77

9,299.80

6,655.44

Tangible assets total

` in Lakhs
Description

Current year
Previous year

FY14-15

FY13-14

Balance as per the last Balance Sheet

251.54

326.74

Add: Provision made (part of COGS)

169.59

202.48

Less: Provision Utilised (part of COGS)

219.56

277.68

Balance at the end of the year

201.57

251.54

ii. Intangible Assets

` in Lakhs
Gross Block

Description

As at
01.04.14

Additions

Accumulated Amortisation

Deletions

As at
31.03.15

As at
01.04.14

For the
Year

Deletions

Net Block
As at
31.03.15

As at
31.03.15

As at
31.03.14

Software
Current year

619.16

31.38

49.38

601.16

504.22

70.74

36.63

538.33

62.83

114.94

Previous year

440.05

247.51

68.40

619.16

422.30

147.56

65.64

504.22

114.94

17.75

Current year

619.16

31.38

49.38

601.16

504.22

70.74

36.63

538.33

62.83

114.94

Previous year

440.05

247.51

68.40

619.16

422.30

147.56

65.64

504.22

114.94

17.75

Intangible assets total

iii. Depreciation/Amortisation
Category
Tangible assets
Intangible assets
Total

72

Annual Report
20142015

` in Lakhs
2014-15

2013-14

1,031.76

912.90

70.74

147.56

1,102.50

1,060.46

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73

11. Non-current Investments

12. Deferred tax assets (net)

Break-up of Deferred Tax Assets and Deferred Tax Liabilities arising on account of timing differences:

Trade Investments

` in Lakhs

Investment in Equity InstrumentsUnquoted

Particulars

Investment in Subsidiaries & Associates:

a. Investment in Indian Subsidiaries
` in Lakhs
Name of the Entity
1,301,294 (Previous Year 1,301,294) Equity Shares of ` 10/- each fully paid-up in
Cadensworth (India) Limited
20,000,000 (Previous Year 20,000,000) Equity Shares of ` 10/- each fully paid-up in
Nook Micro Distribution Limitedp

31-Mar-2015

31-Mar-2014

612.27

612.27

2,010.32
455.00

455.00

2,050,000 (Previous Year 2,050,000) Equity Shares of ` 10/- each fully paid-up in
Ensure Support Services (India) Limited (Refer note c below )

205.00

205.00

3,282.59

3,282.59

Provision for doubtful Trade receivables

552.37

483.32

Provision for Gratuity

193.64

230.06

Provision for Compensated absences

55.31

100.83

Depreciation

12.90

Total
Depreciation
Total
Deferred tax assets (net)

b. Investment in Overseas Subsidiaries

31-Mar-2014

26,700,987 (Previous Year 25,695,758) Equity Shares of US$ 1 each fully paid-up in
Redington International Mauritius Limited

28,178.15

21,906.80

Add :- Inter Transfer of Investment of Redington International Holdings Ltd (RIHL)*

21,412.33

21,412.33

Capital Advances

49,590.48

43,319.13

Income Taxes (Net of Provisions)

Total

51,353.29

45,081.94

Deposits
Receivable from Customs/Sales tax Department
Current Technologies Retail (India) Limited
Total

31-Mar-2015

31-Mar-2014

0.75

261.83

2,750.81

5,905.19

336.83

344.59

2,433.86

1,978.39

31-Mar-2015

31-Mar-2014

10.00

5.00

5,522.25

600.00
9,090.00

` in Lakhs

` in Lakhs

54,645.88

12.51
1,051.18

14.Inventories

d. Investment in associate:

Total Investments

Nil
814.22

Loans and Advances to related parties

c. Pursuant to the approval of the shareholders through a postal ballot on November 7, 2013, On April 1, 2014, the Company
has transferred the fixed assets and inventory of the after sales support services to its wholly owned subsidiary Ensure Support
Services (India) Limited formed for this purpose, on which date the operations are also commenced.

100,000 (Previous Year 50,000) Equity Shares of ` 10/- each fully paid-up in
Redington (India) Investments Limited

12.51

Unsecured & Considered Good

* Represents transfer of investment held in Redington Gulf FZE by RIHL on July 10, 2013, to comply with the directive of Reserve
Bank of India

Name of the Entity

Nil

` in Lakhs

31-Mar-2015

1,762.81

1,063.69

13. Long-term loans and advances

` in Lakhs

1,762.81

814.22

249.48

* Consequent to sale of the Company's investment in its wholly owned subsidiary Easyaccess Financial Services Limited in
FY 2013-14, there was a long-term capital loss, under the Income Tax Act, 1961, which resulted in a deferred tax asset of
`1,310.48 Lakhs. Of this, ` 249.48 Lakhs was recognised against Long Term Capital Gain realised. The balance deferred tax
asset of ` 1,061 Lakhs will be recognised as and when there is a long-term capital gain.

The accumulated losses in wholly owned Subsidiary Nook Micro Distribution Limited upto March 31, 2015 is more than 50% of
the Networth. The Company's Investment is meant to be long-term strategic investment and hence diminution in value is not
considered as other than temporary in nature.

3,800,000 (Previous Year 3,800,000) Equity Shares of US$ 1 each fully paid-up in
Redington Distribution Pte. Limited

Nil

ii. Deferred Tax Liability:

Name of the Corporate Body

31-Mar-2014

Long term Capital Loss*

2,010.32

4,550,000 (Previous Year 4,550,000) Equity Shares of ` 10/- each fully paid-up in
ProConnect Supply Chain Solutions Limited

Total

31-Mar-2015

i. Deferred Tax Assets:

31-Mar-2015

31-Mar-2014

Trading Stocks

71,850.56

73,758.74

Goods in Transit

11,646.74

8,711.64

Service Spares
Total

48,369.53

83,497.30

578.19
83,048.57

The Company has given undertakings on behalf of some of its subsidiaries to various banks/vendors, that it shall not dilute its
shareholding in those subsidiaries below the agreed percentages.

74

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75

15. Trade receivablesUnsecured

` in Lakhs
` in Lakhs
31-Mar-2015

31-Mar-2014

Other Advances

Trade receivables outstanding for a period exceeding six months from the date they
were due for payment
Considered Good
Considered Doubtful
Other trade receivables - Considered Good
Less :- Provision for doubtful trade receivables
Total

Prepaid expenses
9,583.29

7,696.65

1,595.97

1,421.86

11,179.26

9,118.51

117,178.22

115,811.84

128,357.48

124,930.35

1,595.97

1,421.86

126,761.51

123,508.49

Deposits
Total

14.76

15.61

Earmarked Balance Unspent for Corporate Social Responsibility

Margin Money with Banks
Total

4.85

4.28

495.00

1.05

2,898.95

9,258.95

1,700.09

156.32

522.79

0.01

0.01

Add: Earmarked Balance Dividend Account

4.85

4.28

Add: Balance held as Margin money

0.09

1.05

495.00
2,898.95

Nil
2,226.51

16.42

Currents Technologies Retail (India) Limited

2,053.45

2,265.94

Service Income
Rebates
Other operating revenue
Total

2014-15

2013-14

1,165,125.48

1,079,531.49

5,007.04

11,591.39

32,004.20

35,109.88

1.21

16.02

1,202,137.93

1,126,248.78

19. Other income

9,258.95

` in Lakhs
2014-15

17. Short-term loans and advances

` in Lakhs
31-Mar-2015

Dividend from subsidiaries

557.60

2,088.55

Interest on loan to related parties

659.65

590.82

1,251.70

906.74

Interest from dealers

31-Mar-2014

2013-14

Unsecured & Considered Good

Interest on Bank deposits

28.45

30.64

Loans and Advances to related parties

Provision no longer required written back

240.18

540.00

Dividend from Short term Investments

Nook Micro Distribution Limited

Cadensworth (India) Limited
Ensure Support Services (India) Limited
Currents Technologies Retail (India) Limited

3,700.23

3,700.00

2,200.00

Bad Debts Written off in earlier years recovered

809.51

Exchange gain (Net)

1,940.04

Profit on Sale of Fixed Assets (Net)

1,155.25

Interest on Income tax refund

Others
Receivables from Customs authorities
Service tax receivable

76

5.23

Ensure Support Services (India) Limited

` in Lakhs

31-Mar-2014
9,253.62

Cash and cash equivalents at the end of the year

2,200.00

Sales

2,399.01

Add: Earmarked Balance Unspent for Corporate Social Responsibility

Cadensworth (India) Limited

18. Revenue from operations

` in Lakhs
Cash and cash equivalents as per Cash Flow Statement

2013-14
4,261.07

Redington (India) Investments Limited

Reconciliation of Cash and cash equivalents:

31-Mar-2015

759.50
18,921.18

5,101.35

Redington International Mauritius Limited

0.09

449.11
18,965.93

Nook Micro Distribution Limited

ProConnect Supply Chain Solutions Limited

Balances with Banks

Earmarked Balances Unclaimed Dividend account

429.39

2014-15

31-Mar-2014

9,238.01

3,340.91

585.55

` in Lakhs

31-Mar-2015

2,384.25

2,926.13

Particulars of maximum amount outstanding at any time during the year of loans and advances to Subsidiaries and associates to be
disclosed by the Company pursuant to Clause 32 of the Equity Listing Agreements.

` in Lakhs

On Current Account

31-Mar-2014

The above loans have been given for working capital / business purposes.

16. Cash and cash equivalents

Cash on hand

31-Mar-2015

214.07
6,141.29

2,571.47

Other non-operating incomes

6,964.66

Total

Annual Report
20142015

247.58

115.51

62.25

120.57

66.57
1,237.26
253.75

202.10
-

295.04

208.29

4,900.03

4,803.22

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77

Auditors Remuneration

20. Employee benefits

` in Lakhs

` in Lakhs
2014-15
Salaries & Bonus

6,719.21

8,818.00

Contribution to Provident Fund & Other Funds

361.84

459.48

Welfare Expenses (including compensated absences)

771.61

666.60

Gratuity

128.53

186.12

7,981.19

10,130.20

Total

Particulars

2013-14

Audit fees

2013-14

23.00

23.00

Tax Audit fee

1.70

1.70

Certification

16.45

22.88

6.05

7.00

Reimbursement of expenses including taxes

Remuneration to Branch auditors

11.62

Total

58.82

54.58

Commission to non whole time directors requires approval of shareholders at the ensuing Annual General Meeting

21. Finance costs

` in Lakhs
2014-15
6,028.02

7,549.39

Other Borrowing Costs

218.81

145.32

6,246.83

7,694.71

Total

23. Earnings per Equity Share

2013-14

Interest on Borrowings

Description
Profit after Tax (` In Lakhs)
Weighted Average Number of equity shares (Basic)
Earnings per share- Basic `

22. Other expenses

Add: Effect of ESOPs

` in Lakhs
2014-15

Rent (Refer note: 25)

Weighted Average Number of equity shares on account of Employee Stock Option

Plan 2008 (Diluted)

2013-14

Earnings per share- Diluted `

702.89

1,149.70

5,736.99

5,227.10

334.75

628.60

1,769.90

1,639.04

Repairs & Maintenance

345.47

572.03

Utilities

195.38

337.39

Particulars

Insurance

234.04

315.78

Rates and Taxes

77.26

77.25

Communication

367.68

593.08

Travel

707.53

865.76

iv. Claims not acknowledged as debts

Conveyance

262.21

302.99

Warehouse Product/Handling Charges

Freight
Commercial Taxes

Bad debts

2,072.32

975.96

Less:- Written off against provision

1,224.10

975.96

Bad debts (net)

848.22

Provision for doubtful receivables

Auditor's Remuneration (Refer details below)
Factoring charges
Directors sitting fee
p

Directors commission

Outsourced resource cost

Warranty and other Expenses Service
Exchange Loss (Net)
Bank charges
Sales Promotion expenses
Miscellaneous expenses
Total

2014-15

18,195.56

23,978.79

399,591,493

399,308,287

4.55

6.01

200,108

352,096

399,791,601

399,660,383

4.55

6.00

2/-

2/-

` in Lakhs
31-Mar-2015

31-Mar-2014

i. Bills Discounted

6,200.79

9,396.64

ii. Channel financing

1,975.00

4,603.70

ii. Factoring

7,525.00

8,212.50

359.36

337.68

Disputed Customs Duty/Income Tax/Sales Tax demands

` in Lakhs

Nature of Dues

1,301.51

58.82

54.58

1,395.08

1,513.51

9.00

5.25

74.30

69.20

233.53

207.50

2013-14

24. Contingent Liabilities & Commitments

v.

1,398.21

Face Value per share in `

2014-15

Customs duty
Income Tax
Sales Tax

9,566.93

8,839.72

655.09

767.79

25,685.58

27,666.25

97.03

97.03

952.79
1,566.34

18,964.47@
1,813.64

The Income tax demand on the Company of ` 129 Crores (besides interest of ` 78 Crores) arising mainly on account of tax on
capital gains from the transfer of Company's investment in an overseas subsidiary to another overseas step-down subsidiary
raised for the assessment year ended on March 31, 2009 has been set aside by the Income Tax Appellate Tribunal, Chennai vide
its order dated July 7, 2014. The Company has not received any intimation to date from the Income tax department contesting
the Appellate order of Income Tax Appellate Tribunal.

39.70
635.16

31-Mar-2014

2,523.61

712.30

31-Mar-2015

vi. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is ` 34.25
Lakhs (Previous Year ` 1,245.25 Lakhs).

25. Operating Leases

The Company has taken a cancelable operating lease for its office premises, which is for a period ranging from 11 months to 9 years.

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26. Accounting for Financial Instruments

Subsidiary Companies

Pursuant to the announcement of the Institute of Chartered Accountants of India (ICAI) in respect of "Accounting for Derivatives",
the Company had opted to follow the recognition and measurement principles relating to derivatives as specified in AS 30
"Financial Instruments, Recognition and Measurement", issued by the ICAI, from the year ended March 31, 2008.
Consequently, as of March 31, 2015, the Company has recognised Mark to Market (MTM) loss of ` 3.14 Lakhs. (Previous Year
loss of ` 9.86 Lakhs) relating to forward contracts and other derivatives entered into to hedge the foreign currency risk of highly
probable forecast transactions that are designated as effective cash flow hedges, in the Hedge Accounting Reserve as part of
the Shareholders Funds.
The MTM net loss on undesignated / ineffective forward contracts amounting to ` 17.68 Lakhs (Previous Year ` 23.25 Lakhs) has
been recognised in the Statement of Profit and Loss.
Details of Derivative Exposures are as under
` in Lakhs
31-Mar-2015

Type of Derivative

31-Mar-2014

$ in Lakhs

` in Lakhs

$ in Lakhs

` in Lakhs

475.62

30,087.32

922.69

58,638.20

Payables

95.99

5,999.60

134.09

8,034.10

Receivable

83.68

5,230.08

93.69

5,618.09

Outstanding Forward Exchange Contracts entered into by the

Company on account on payables including forecast payables
Payables including forecast payables
The year end foreign currency exposures that have not been
hedged by a derivative instrument or otherwise

Management covers foreign currency transactions through hedging foreign exchange, while the unhedged balances relate
to balance in vendor account which to a larger extent have natural hedge. However the foreign currency exposure is closely
monitored in consultation with Authorised dealers.

27. Related party disclosures (As per AS 18)

1) Key Management Personnel
Mr. R Srinivasan, Managing Director (Till October 17, 2014)
Mr. Raj Shankar, Managing Director (from October 17, 2014)
Mr. M Raghunandan, Wholetime Director
Refer Note 28 below for remuneration
2) Names of the related parties
Party where the Company has control

Redington Employee Share Purchase Trust*

Parties having Significant Influence on the

Company

Harrow Investment Holding Limited, Mauritius* (Ceased to be parties having

significant influence in the current financial year)

Formed during the year

Redington Senegal Limited SARL, Senegal
Redington Saudi Arabia for Distribution Company, Saudi Arabia

Synnex Mauritius Limited, Mauritius*

Subsidiary Companies

Ensure Services Arabia LLC, Saudi Arabia

Redington Africa Distribution FZE. Dubai
Ensure Services Bahrain SPC, Bahrain
Redington Distribution Pte Ltd, Singapore*
Redington Bangladesh Limited, Bangladesh
Redington Qatar Distribution WLL, Qatar
Redington Kenya EPZ Ltd, Kenya
Redington Limited, Ghana
Redington Uganda Limited, Uganda
Africa Joint Technical Services, Libya
Redington Gulf FZE Co, Iraq
Cadensworth United Arab Emirates LLC, Dubai
Redington Morocco Limited, Morocco
Redington Tanzania Ltd., Tanzania
Redington SL (Private) Limted, Sri lanka
Redington Angola Limited, Angola
Redington Turkey Holdings S.A.R.L, Luxembourg
Arena Bilgisayar Sanayi Ve Ticaret Anonim Sirketi, Turkey#
Arena International FZE, UAE
Ensure IT Services PTY Limited, South Africa
ProConnect Supply Chain Solutions Limited, India*
Ensure Gulf FZE, Dubai
Ensure Technical Service (PTY) Limited, South Africa
Ensure Middle East Trading LLC,UAE
Ensure Technical Services Kenya Limited, Kenya
Ensure Technical Services Tanzania Limited, Tanzania
Ensure Services Uganda Limited, Uganda
Ensure Solutions Nigeria Limited, Nigeria
Redington Rwanda Limited, Rwanda
Redington Kazakhstan LLP, Kazakhstan Republic
Sensonet Teknoloji Elelektronik Ve Bilisim Hizmetlen Sanayi- Ve Ticaret Limited Sirketi,
Turkey
ProConnect Supply Chain Logistics LLC, Dubai
Ensure Ghana Limited, Ghana
Ensure Support Services (India) Limited, India*
Ensure Technical Services Morocco Limited(SARLAU), Morocco
Ensure Digital FZ LLC, Dubai
ADEO Bilisim Dansmanlk Hizmetleri San. ve Tic.A.S., Turkey^

Nook Micro Distribution Limited, India*

Cadensworth (India) Limited, India*
Redington International Mauritius Limited, Mauritius*
Redington Gulf FZE, Dubai
Cadensworth FZE, Dubai*
Redington Gulf & Co. LLC, Oman
Redington Nigeria Ltd, Nigeria
Redington Egypt Ltd, Egypt
Redington Kenya Ltd, Kenya
Redington Middle East LLC, Dubai
Redington Qatar WLL, Qatar

Acquired during the year

Paynet demet Hizmetleri A..^
Associate

Redington (India) Investments Limited, India*

Subsidiary of Associate

Currents Technology Retail (India) Limited, India*

* Represents related parties with whom transactions have taken place during the year.
As Redington Turkey Holdings S.A.R.L. has effective control over the composition of Board of Directors, Arena Bilgisayar Sanayi
Ve Ticaret Anonim Sirketi is considered as subsidiary.

Arena Bilgisayar Sanayi Ve Ticaret Anonim Sirketi, the step down subsidiary acquired 50% shares.

Related Parties are as identified by the management.

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3) Nature of Transactions

` in Lakhs

` in Lakhs
Nature of Transactions

2014-15

2013-14

Party Where
Control Exists

Party Where
Control Exists

Nature of Transactions
Redington Distribution Pte Limited
Trading Purchases

Redington Employee Share Purchase Trust

Dividend Paid
Deficit absorbed

0.11

0.03

Nil

0.11

Nature of Transactions

2014-15

Proceeds from sale of Long-term investments

Nil
848.66

Sales/Service Charges - Expense

Interest Income

28,650.40

Rent received
Warehouse/Product handling charges - Expenses

377.18

2013-14

Subsidiary
Companies

Subsidiary
Companies

Sale of fixed assets - Income

Sales/Service Charges - Income

Rent received
Trading Purchases
Interest Income
Sale of fixed assets

4,327.63

107.29

135.06

18.52

17.91

Nil

13.81

240.62

200.99

5,736.99

5,227.10

0.33

2.66

Nil

705.00

Amount Payable at the year end (Net)

30.98

44.95

621.78

714.68

Cadensworth FZE
0.03

8.99

106.40

280.07

12.36

21.66

1,390.53

3,307.77

17.43

39.89

Nil

Purchases
Sales/Service Charges - Income
Rental Income
Interest Income
Purchases - Expenses

1.71

Sales/Service Charges - Expense

Loan settled

1,200.00

4,600.00

Sale of fixed assets - Income

2,200.00

Nil

Amount Payable at the year end

Nil

13.81

Amount Receivable at the year end

Nil

7.09

0.35
2.50

45.31

16.44

58.56

Nil

557.15

Nil

3,368.30

Nil

364.41

Nil

3,075.00

Nil

Loan settled

2,280.00

Nil

Loan outstanding at the year end

Amount Payable at the year end

19.90

873.21

Loan disbursed

Equity Contribution
8.82

Nil

Ensure Support Services (India) Limited

Nook Micro Distribution Limited

Amount Receivable at the year end

809.51
Nil
677.44
1,763.44

Nil
205.00
Nil
19.50

3.48

4.20

Interest Income

369.99

376.53

Loan disbursed

7,400.00

6,900.00

Sales/Service Charges - Income

Nil

21.30

Loan Settled

7,400.00

6,200.00

Receivables Factored

Nil

5,645.07

438.82

917.79

Factoring Charges

Nil

84.06

Dividend Income

Nil

1,510.30
0.12

Sales/Service Charges- Income

Easyaccess Financial Services Limited

Up to 22-Jan- 2014

Purchase of Fixed asset

Nil

12.01

Sale of fixed assets - Income

Nil

0.24

Rent received

Nil

Sales/Service Charges - Expense

Nil

3.09

Amount received back against the payment made by us on behalf of channel partners

Nil

55.74

Other Payable at the year end

Nil

1.69

Payment made on behalf of Channel partners

Nil

1,052.95

Amount Receivable at the year end

Loan outstanding at the year end

82

6,271.34

Loan settled

3,600.00

Rent received

512.14

300.00

3,400.00

Rent Paid

242.70

Nil

Loan disbursed
Loan outstanding at the year end

127.82
2,351.80

Loan disbursed
Amount Receivable at the year end

Cadensworth (India) Limited

Sales/Service Charges - Expense

578.25

Sales/Service Charges- Income

336.11

2014-15

1,186.09

557.60

ProConnect Supply Chain Solutions Limited

` in Lakhs
Nature of Transactions

764.13

Dividend Income

Equity contribution

Synnex Mauritius Limited

Dividend Paid

Sales/Service Charges - Income

Redington International (Mauritius) Limited

2013-14

Harrow Investment Holding Limited

756.25

5,910.72

Amount Payable at the year end

Parties having
Significant Influence
Dividend Paid

2013-14

6,437.90

Amount Receivable at the year end

` in Lakhs

2014-15

80.75

60.44

3,700.00

3,700.00

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31. Earnings in Foreign Exchange

` in Lakhs
Nature of Transactions

2014-15

2013-14

Associate
Company

Associate
Company

` in Lakhs
Particulars
Rebates

Redington (India) Investments Limited

Interest Income
Equity Contribution
Loan settled

Nil

0.50

5.00

Nil

Sales/Service Charges - Expenses

Nil

5.00

Subsidiary of
Associate

Subsidiary of
Associate

4,055.69

1,937.07

Nil
213.67

160.09

Loan disbursed

1,940.00

2,340.00

Loan settled

1,740.00

1,800.00

Loan outstanding at the year end

1,940.00

1,755.25

905.50

634.63

Particulars

40.00

179,169,188

179,169,188

Amount remitted (` in Lakhs)

1,612.52

716.68

Financial Year to which it relates

2013-14

2012-13

2013-14
ii.

2014-15

2013-14
134,192.50

` in Lakhs
Royalty (Cost of Software included under purchases)

1,957.06

Travel

34.49

23.84

License fee

39.04

63.81

3.85

1.05

Directors' Commission

84

34.65

50,690

The Company has made additional equity investment of ` 635.41 Lakhs in its wholly-owned subsidiary Redington International
Mauritius Limited on May 27, 2015

The Company follows the intrinsic value method of accounting for employee stock options. No compensation costs have been
recognized in these accounts as the options have been granted at the prevailing market prices.
Particulars

Grant I

Grant II

Grant III

Grant IV

Grant V

29-Feb-08

25-Jul-08

28-Jan-09

22-May-09

05-Dec-11

348.05

319.90

130.00

165.00

396.50

Vesting commences on

28-Feb-09

24-Jul-09

27-Jan-10

21-May-10

04-Dec-12

Options granted

2,335,973

11,000

276,143

25,000

173,212

Options lapsed

575,067

4,000

38,550

Date of Grant
Exercise Price (`)*

26.45

Options vested

1,760,906

7,000

276,143

25,000

134,662

Options exercised at the beginning of the year

1,722,225

6,250

276,143

25,000

1,000

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April 23, 2015

36. Employee Stock Option Plan 2008

2013-14

1,770.76

Directors' sitting fee

No of Shares

35. The Company is required to spend ` 495 Lakhs on "Corporate Social Responsibility (CSR)" during the financial year 2014-15.
The Company has accordingly constituted a CSR Committee which has approved the budgeted expenditure to be spent on
identified areas / projects and the management is committed to spend this amount during the financial year 2015-16. Accordingly
a provision for the said amount has been made in these financial statements. The Company has also earmarked the funds for
meeting the expenditure by transferring the amount of ` 495 Lakhs to a separate bank account opened for this purpose (Refer
note 16).

30. Expenditure in Foreign Currency

2014-15

Date of allotment

34. Since the Company prepares consolidated financial statements as per AS-17 "Segment Reporting", segment information has
been disclosed in consolidated financial statements

` in Lakhs

Particulars

Equity shares of ` 2/- each fully paid up were issued and allotted pursuant to the exercise of stock options under Employee
Stock Option Plan 2008.

40.00

127,579.59

2013-14

33. Event occurring after the Balance Sheet date:

29. CIF Value of Imports

Trading Stocks

52.12

2014-15

No. of Equity shares held (Face value of ` 2)

The tenure of appointment of Whole-Time Director came to end on February 28, 2015. The Board of Directors at their meeting held
on February 2, 2015 have approved the re-appointment of Whole-Time Director for a further period of one year with effect from
March1,2015 subject to the approval for shareholders in the ensuing Annual General Meeting.

Particulars

9.97

` in Lakhs
Remuneration paid to Whole-Time director

578.25
1,659.24

No. of non-resident shareholders

i.

2014-15

557.60
1,058.64

32. Dividend remitted in Foreign Currency

28. Key Managerial remuneration

Nature of Transactions

2,418.91

Others

2.32

Interest Income

Amount receivable at the year end

7,253.27

924.64

Dividend from Overseas Subsidiaries

FOB value of exports

2013-14

6,073.69

Warranty claims

Currents Technology Retail (India) Limited

Sales/Service Charges - Income

2014-15

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Particulars

Grant I

Grant II

Grant III

Grant IV

Grant V

Options exercised during the year

23,378

20,816

Total options outstanding and not exercised as

on March 31, 2015

15,303

750

112,846

* Out of the total options granted in 2008, 1,959,830 options were repriced at ` 130/- on January 28, 2009 and 75,000 options
were repriced at ` 165/- on May 22, 2009
Out of the lapsed options the Board/Committee of directors at their meetings had approved reissue of options as follows
Date of Grant

25-Jul-08

28-Jan- 09

22-May- 09

5-Dec-11

No. of options

11,000

276,143

25,000

173,212

The fair value of options based on the valuation of the independent valuer as of the respective dates of grant are given below:
Grant Date

29-Feb-08

Fair Value

171.33

Repriced on Repriced on
28-Jan-09 22-May-09
25.56

33.04

25-Jul-08

Repriced on
28-Jan-09

28-Jan-09

22-May-09

5-Dec-11

159.71

23.77

47.46

79.82

171.72

The impact on the profit of the Company as at the year end and the basic and diluted earnings per share, had the Company
followed the fair value method of accounting for stock options is set out below:
` in Lakhs
Particulars

2014-15

2013-14

Profit after tax as per Statement of Profit and Loss (a)

18,195.56

23,978.79

NIL

NIL

Add: Employee Stock Compensation Expense as per Intrinsic Value Method

Less: Employee Stock Compensation Expense as per Fair Value Method*

(33.60)

(83.91)

18,229.16

24,062.70

Basic

4.55

6.01

Diluted

4.55

6.00

Basic

4.56

6.03

Diluted

4.56

6.02

Profit after tax recomputed for recognition of employee stock compensation expense
under fair value method (b)
Earnings per share based on earnings as per (a) above

Earnings per share had fair value method been employed for accounting of employee
stock options as per (b) above

* Employee Stock Compensation cost as per Fair Value is a net credit on account of cancellation/lapse of Options, as these cost
have already been considered in the previous years when the options were outstanding
37. The figures of the previous year have been regrouped wherever necessary to conform to the classification of the current year.

For and on behalf of the Board of Directors

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole Time Director
(DIN-00082171)

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

Consolidated Financial Statements

Place: Chennai
Date: May 27, 2015

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Independent Auditors Report to the Members of Redington (India) Limited

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on the Consolidated Financial Statements

(b) We did not audit the financial statements of a branch included in the standalone financial statements of the Company whose
financial statements reflect total assets of Rs. 1,836.77 Lakhs as at March 31, 2015 and total revenues of Rs.5,362.23 Lakhs for
the year ended on that date, as considered in the standalone financial statements. The financial statements of the branch has been
audited by the branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and
disclosures included in respect of the branch, is based solely on the report of such branch auditor.

We have audited the accompanying Consolidated Financial Statements of Redington (India) Limited (hereinafter referred to as "the
Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") its Associate
and its subsidiary, comprising of the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and
Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as "the Consolidated Financial Statements").

Report on Other Legal and Regulatory Requirements

Management's Responsibility for the Consolidated Financial Statements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, based on the comments in the auditors' reports of the Holding company, subsidiary
companies and the associate and its subsidiary incorporated in India, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

The Holding Company's Board of Directors is responsible for the preparation of these Consolidated Financial Statements in terms of the
requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial
position, consolidated financial performance and consolidated cash flows of the Group including its Associate and its subsidiary in
accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies
included in the Group and of its associate and its subsidiary are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been
used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial
Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the
Consolidated Financial Statements.

Auditor's Responsibility

d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. While conducting the audit,
we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder.

e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary
companies and associate and its subsidiary incorporated in India, none of the directors of the Group companies and its
associate and its subsidiary incorporated in India is disqualified as on March 31, 2015 from being appointed as a director in
terms of Section 164 (2) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
Consolidated Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated
Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a
true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing
an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and
the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and
the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall
presentation of the Consolidated Financial Statements.

f)

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit
and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Consolidated Financial Statements disclose the impact of pending litigations on the Consolidated Financial position
of the Group and its associate and its subsidiary.
ii. The Group, its associate and its subsidiary did not have any long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection
Fund by the Holding Company. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the subsidiary companies, associate and its subsidiary incorporated in India.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports
referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit
opinion on the Consolidated Financial Statements.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 008072S)

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial
Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the consolidated state of affairs of the Group and associate and its subsidiary as
at March 31, 2015, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Place: Chennai
Date: May 27, 2015

M K Ananthanarayanan
Partner
Membership No. 19521

Other Matters
(a) We did not audit the financial statements of 51 subsidiaries whose financial statements reflect total assets of Rs. 543,430.41 Lakhs
as at March 31, 2015, total revenues of Rs. 1,958,317.03 Lakhs and net cash inflows amounting to Rs. 9,498.30 Lakhs for the year
ended on that date, as considered in the Consolidated Financial Statements. The Consolidated Financial Statements also include
the Group's share of net loss of Rs. 5.00 Lakhs for the year ended March 31, 2015, as considered in the Consolidated Financial
Statements, in respect of an associate and its subsidiary, whose financial statements have not been audited by us.
These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and
our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of
these subsidiaries and associate and its subsidiary, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in
so far as it relates to the aforesaid subsidiaries and associate and its subsidiary, is based solely on the reports of the other auditors.

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(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax and Cess which have not been
deposited as on March 31, 2015 on account of disputes by the aforesaid entities are given below:

Annexure to the Independent Auditors' Report on the Consolidated Financial Statements

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

Nature of dues

Our reporting on the Order includes four (4) subsidiary companies, and an associate and its subsidiary incorporated in India, to which
the Order is applicable, which have been audited by other auditors and our report in respect of these entities is based solely on
the reports of the other auditors, to the extent considered applicable for reporting under the Order in the case of the Consolidated
Financial Statements.
i.

Central Sales Tax

In respect of the fixed assets of the Holding Company, subsidiary companies and the associate and its subsidiary incorporated
inIndia:
Sales tax of various states
Sales tax of various states

In respect of the inventories of the Holding Company, subsidiary companies and the associate and its subsidiary incorporated in India:

Deputy Commissioner (Appeals), Indore

4.51
55.22

Appellate and Tax Revisional Board- Kolkata

0.73

Additional Commissioner, (Appeals)- Various States

4.45

Appellate Board, Indore

6.64

Appellate Tribunal Delhi

459.85

Deputy Commissioner (Appeals), Various States

50.79

Joint Commissioner (Appeals), Various States

71.79

Appellate and Tax Revisional Board- Kolkatta

590.94
4.96

Income tax

Appellate Tribunal, Chennai

254.10

The Customs Act, 1962

Customs Excise Service tax Appellate Tribunal, Chennai

15.27

Income Tax

Before Various Appellant Authorities

46.22

VAT

Dy Commissioner (Appeals) Ernakulam

Subsidiary companies

(b) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the
other auditors, the procedures of physical verification of inventories followed by the Management of the respective entities
were reasonable and adequate in relation to the size of the respective entities and the nature of their business.
(c) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the
other auditors, the respective entities have maintained proper records of their inventories and no material discrepancies were
noticed on physical verification.

0.61

(d) The Holding Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

iii. The Holding Company, subsidiary companies, associate and its subsidiary incorporated in India have not granted any loans,
secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the
Companies Act, 2013 by the respective entities.

There are no amounts that are due to be transferred by the subsidiaries, its associate and its subsidiary to the Investor
Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules
made thereunder.

viii. The Group, its associate and its subsidiary incorporated in India does not have consolidated accumulated losses at the end of
the financial year and the Group, its associate and its subsidiary have not incurred cash losses on a consolidated basis during the
financial year covered by our audit and in the immediately preceding financial year.

iv. Reporting on Internal controls:

(a) In case of Holding Company, subsidiary companies ((Nook Micro Distribution Limited, Ensure Support Services (India) Limited
and Cadensworth (India) Limited) and the associate (Redington (India) Investments Limited) and its subsidiary (Currents
Technology Retail (India) Limited) incorporated in India:

ix. In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other
auditors, the Holding Company, subsidiary companies, the associate and its subsidiary incorporated in India have not defaulted in
the repayment of dues to banks. One of the subsidiaries incorporated in India did not have any outstanding dues to any banks and
financial institutions during the year. The Holding Company, subsidiary companies, the associate and its subsidiary incorporated
in India has not borrowed any funds from financial institution and have not issued any debentures.

In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the
other auditors, there is an adequate internal control system commensurate with the size of the respective entities and the
nature of their business for the purchase of inventory and fixed assets and for the sale of goods and services and during the
course of our and the other auditors audit, no major weakness in such internal control system has been observed.

(b) In case of ProConnect Supply Chain Solutions Limited (a subsidiary incorporated in India) audited by other auditors, according
to opinion of the other auditor and information and explanations given to them by the said subsidiary:
the company is a service company rendering supply chain management services and hence there are no purchases of
inventories or sale of goods.
no major weakness in the internal control system has been observed during the course of audit.

x. According to the information and explanations given to us, the Holding Company, subsidiary companies, associate and its
subsidiary incorporated in India have not given guarantees for loans taken by others from banks and financial institutions.
xi. In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other
auditors, the Holding Company, subsidiary companies, associate and its subsidiary incorporated in India have not taken any long
term loans during the year.

v. According to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies
and the associate and its subsidiary incorporated in India have not accepted any deposit during the year.

xii. To the best of our knowledge and according to the information and explanations given to us and the other auditors, no fraud
by the Holding Company, its subsidiary companies and the associate company and its subsidiary incorporated in India and no
material fraud on the Holding Company, its subsidiary companies and the associate company and its subsidiary incorporated in
India has been noticed or reported during the year.

vi. According to the information and explanations given to us and the other auditors, in our opinion and the opinion of the other
auditors, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the
Companies Act, 2013 in respect of the services rendered by the Holding Company, subsidiary companies and the associate and
its subsidiary company incorporated in India.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 008072S)

vii. According to the information and explanations given to us, in respect of statutory dues of the Holding Company, subsidiary
companies and associate and its subsidiary company incorporated in India:
(a) The respective entities have been regular in depositing undisputed statutory dues, including Provident Fund, Employees'
State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Wealth tax, Value Added Tax, Cess and other material
statutory dues applicable to the respective entities with the appropriate authorities.

Place: Chennai
Date: May 27, 2015

(b) There were no undisputed amounts payable by the respective entities in respect of Provident Fund, Employees' State
Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Wealth tax, Value Added Tax, Cess and other material statutory
dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.
Annual Report
20142015

64.78

Special Commissioner-VAT, Delhi

(a) As explained to us and the other auditors, the inventories were physically verified during the year by an external firm of
chartered accountants in case of the Holding Company and by the management in the case of certain subsidiaries, including
the subsidiary of the associate incorporated in India, at reasonable intervals. According to the audit report of the respective
auditors, one of the subsidiaries and the associate does not deal with inventories and hence this clause is not applicable for
the said subsidiary and the associate.

90

Additional Commissioner (Appeals)- Goa

Special Commissioner-VAT, Delhi

(b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a
regular programme of verification, which in our opinion and the opinion of the other auditors provides for physical verification
of all the fixed assets at reasonable intervals. According to the information and explanations given to us and the other
auditors, no material discrepancies were noticed on such verification.

Amount (` In Lacs)

Holding Company

(a) The respective entities have maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.

ii.

Forum where dispute is pending

M K Ananthanarayanan
Partner
Membership No. 19521

Annual Report

Contents

20142015

91

Consolidated Balance Sheet as at March 31, 2015

Consolidated statement of Profit and Loss for the year ended March 31, 2015
(` in Lakhs)

(` in Lakhs)
Particulars
I.

Note No.

EQUITY AND LIABILITIES

Shareholders' funds
Share Capital
Reserves and Surplus

3
4

Minority Interest

As at
March 31, 2014

7,994.06
229,423.05
237,417.11

7,989.64
194,139.57
202,129.21

20,604.34

18,639.09

Non-Current Liabilities
Long-Term Borrowings
Deferred Tax Liabilities (Net)
Long-Term Provisions

5
13
6

10,105.78
756.55
4,936.49
15,798.82

21,032.77
248.87
3,708.19
24,989.83

Current Liabilities
Short-Term Borrowings
Trade Payables
Other Current Liabilities
Short-Term Provisions

7
8
9
10

164,368.51
327,368.47
60,931.58
11,802.32
564,470.88

145,487.49
274,154.33
59,650.29
5,966.26
485,258.37

838,291.15

731,016.50

TOTAL
II.

As at
March 31, 2015

Income:
Turnover / Revenue from Operations
Other Income
Total Revenue
Expenses:
Purchases of Traded goods
Changes in Inventories of Traded goods
Employee Benefits
Finance Costs
Depreciation & Amortisation
Other Expenses
Total Expenses

22
23
11
24

Profit before Corporate social responsibility expenditure,

Exceptional item and Tax
Allocation for Corporate Social Responsibility Expenditure

34

Exceptional item-Loss on sale of Long-Term Investments

15
12
13
14

16
17
18
19

TOTAL
See accompanying notes forming part of the consolidated financial statements

17,742.96
2,443.55
1,331.19
7,379.67
1,029.23
6,369.65
36,296.25

17,889.94
649.23
2,277.32
7,379.67
1,146.72
9,599.85
38,942.73

285,433.77
441,899.49
53,137.15
21,524.49
801,994.90

228,526.13
392,568.31
48,460.50
22,518.83
692,073.77

838,291.15

731,016.50

Year Ended
March 31, 2015

Year Ended
March 31, 2014

3,155,485.66
6,781.74
3,162,267.40

2,794,488.36
6,021.13
2,800,509.49

3,030,197.99
(56,907.64)
46,771.57
15,860.04
4,258.69
66,016.34
3,106,196.99

2,662,190.58
(33,209.22)
41,055.87
18,692.97
3,850.40
58,510.51
2,751,091.11

56,070.41

49,418.38

524.19
-

Tax expense:
Current tax
Deferred tax
Profit after Tax

11

Current Assets
Inventories
Trade Receivables
Cash and Cash Equivalents
Short-Term Loans and Advances

Share in loss of Associate

Profit After Tax Before Share of Profit attributable to Minority Interest
Share of Profit attributable to Minority interest
Profit for the year attributable to the Shareholders of the Company

(906.99)

55,546.22

48,511.39

13,951.96
552.74
41,041.52

12,959.44
(241.31)
35,793.26

5.00

41,036.52

35,793.26

2,383.63

2,128.53

38,652.89

33,664.73

9.67
9.67

8.43
8.42

25

Earnings per Equity Share: (Face value ` 2 each)

Basic (in `)
Diluted (in `)

See accompanying notes forming part of the consolidated financial statements

In terms of our report attached

For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells

Chartered Accountants

For Deloitte Haskins & Sells

Chartered Accountants

92

20
21

Profit before tax

ASSETS
Non-Current Assets
Fixed assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-In-Progress
Goodwill on Consolidation / acquisition
Non-current Investments
Deferred Tax Assets (net)
Long-Term Loans and Advances

In terms of our report attached

Note No.

Particulars

M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

Place : Chennai
Date : May 27, 2015

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

Place : Chennai
Date : May 27, 2015

Annual Report
20142015

Annual Report

Contents

20142015

93

Consolidated Cash Flow Statement for the year ended March 31, 2015
(` in Lakhs)
Particulars

Year Ended
March 31, 2015

(` in Lakhs)

Year Ended
March 31, 2014

Particulars
Earmarked Bank Deposit/ Bank Deposits with original maturity for more
than three months (net)

A. Cash flow from operating activities:

Profit before tax

55,546.22

48,511.39

4,258.69

3,850.40

Finance Costs

15,860.04

18,692.97

Interest Income

(2,331.87)

(2,400.44)

Adjustments for:
Depreciation and amortisation

Reversal of Provision for standard assets

Provision no longer required written back
Provision for Doubtful Receivables

(612.53)

2,741.57

2,621.82

Provision for Corporate social responsibility expenditure

524.19

Provision for Warranties

526.50

202.48

Bad debts written off

863.78

277.42

(247.58)

(115.51)

Dividend income from Short Term Investments

Loss on sale of Long-Term Investment

906.99

(29.31)

Provision for standard /sub-standard assets

78.00

Unrealised foreign exchange loss/(Gain) (net) including translation

adjustment
Rental income from Investment properties
Profit on sale of fixed assets (net)
Operating Profit before working capital changes

1,120.30
77,487.70

71,169.54

Long-Term loans and advances

Loans and advances
Inventories

(42,307.39)

(74,301.51)

(781.45)

(1,176.80)

5,396.49

3,915.74

(51,568.79)

(21,444.31)

Other Current Liabilities

Trade Payables

Dividends Paid (including dividend tax)

Finance costs paid

800.60

(767.69)

36,227.73

38,398.17

Cash generated from operations

Interest Paid by erstwhile financial services subsidiary
Direct taxes paid (including TDS receivable), net of refund

Net Cash generated from operating activities

Proceeds from sale of fixed assets

Interest received
Purchase of short-term Investments
Proceeds from sale of short-term Investments
Rental income from Investment properties

94

(2,116.56)

Cash and cash equivalents at the beginning of the year

47,211.82

45,785.86

1,586.26

3,355.67

Cash and Cash equivalents at the end of the year

(5,686.98)

1,801.95

335.08

2,666.51

2,715.25

(844,175.00)

(682,854.23)

844,422.58

682,969.74

Cash and Cash equivalents at the end of the year as per Balance
Sheet (Refer Note 18)
Less: Bank Deposits with original maturity for more than three months not
treated as cash equivalent
Less: Earmarked Balance - Dividend Account

Cash and Bank balances at the end of the year

(1,745.00)

(2,340.00)

Loan settled by Associates

1,940.00

1,805.00

In terms of our report attached

51,441.78

47,211.82

53,137.15

48,460.50

188.91

300.14

4.85

4.28

524.19

977.42

944.26

51,441.78

47,211.82

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells

Chartered Accountants
M K Ananthanarayanan
Partner

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole-Time Director
(DIN-00082171)

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

Place : Chennai
Date : May 27, 2015

Annual Report
20142015

(14.49)

See accompanying notes forming part of consolidated financial

statements

17.72

Loan granted to Associates

201.34
-

Reconciliation of Cash and Cash equivalents with the Consolidated

Balance Sheet

24,131.87

(5,056.15)

(1,596.96)
(20,094.42)

Less: Cash and Cash equivalents on disposal of a subsidiary during the year

B. Cash flow from investing activities:

Capital Expenditure

(4,112.00)
(17,379.57)

Add: Cash acquired on acquistion of a subsidiary during the year

(13,540.21)
25,683.09

(645.92)

Add: Effect of Exchange differences on restatement of foreign currency

cash and bank balances

(726.09)

(10,544.64)

(10,041.30)

(565.48)

(52,293.25)

Less: Balance held as Margin money

Long-Term Provisions

11,293.52

2,643.70

Less: Earmarked balances - Unspent for Corporate Social Responsibility

845.38

1,012.17
(21,021.18)

(22,485.05)

(998.76)
47,754.78

94.36

Net increase / (decrease) in cash and cash equivalents

13,401.80

178.25

26,044.82

(11,834.44)

Net Cash used in financing activities

661.66
44,361.36

112.92

Dividend paid by step-down subsidiary to minority shareholders

1,999.30

Short-Term Provisions

28,650.40

Proceeds from / (Repayment of) from Short-Term Borrowings (net)

Adjustments for increase / (decrease) in operating liabilities:

Non-Current Liabilities

(741.96)
(554.34)

Proceeds from Long-Term Borrowings

Adjustments for (increase) / decrease in operating assets:

Trade receivables

Repayment of Long-Term Borrowings

(17.72)
(166.82)

Proceeds from sale of Long-Term Investments

Proceeds from allotment of shares including premium under Employee

Stock Option, 2008

(594.60)

(1,133.96)

Year Ended
March 31, 2014
1,174.80

C. Cash flow from financing activities:

Rent equalisation reserve reversed

Consideration paid for acquisition of a subsidiary

Net Cash (used in)/generated from investing activities

(35.00)

(240.18)

Year Ended
March 31, 2015
(409.23)

Annual Report

Contents

20142015

95

Notes to Consolidated financial statements for the year ended March 31, 2015

As per Para 29(b)(ii) of Accounting Standard 21, the effect of disposal of the above mentioned subsidiary on the financial position
and results included in Consolidated Financial Statements of the previous year is given below:
` in Lakhs

1.Overview

Liabilities
Non-Current Liabilities

Non-Current Assets

12,680.56

Current Assets

27,864.10

Revenue for the period

4,651.50

Expenses for the period

1,391.29

Profit before tax for the period

3,260.21

Profit after tax for the period

2,195.21

(ii) The Consolidated financial statements have been prepared on accrual basis under the historical cost convention. The
accounting policies adopted in the preparation of the Consolidated financial statements are consistent with those followed in
the previous year except for the change made in Inventory valuation Cost formula from First- in First -out to Weighted average
Cost by an wholly-owned overseas Subsidiary Redington International Mauritius Limited in order to be consistent with the
policy adopted by the Holding Company. The impact to this change is not material to the Consolidated financial statements.

Consequent to this divestment,

1. A loss of ` 906.99 lakhs was recognized as an Exceptional item in the Statement of Profit and Loss.
2. An amount of ` 1,920.85 lakhs was transferred from Statutory Reserves to General Reserves.
3. The Consolidated figures of Current year are not comparable with those related to previous year.

(iii) The Consolidated financial statements encompass financials of the Company and its subsidiaries for the year ended March
31, 2015. These consolidated financial statements have been prepared in accordance with Accounting Standard 21,
"Consolidated Financial Statements". These Consolidated financials also include results of an Associate and its subsidiary
accounted under Equity method as specified in Accounting Standard 23 "Accounting for Investments in Associates in
Consolidated Financial Statements".

B. (i) Step-down Subsidiaries

Name of the Company

Ownership
Interest %

Beneficial
Interest %

Ownership Interest %
(As at March 31, 2015 and 2014)

Redington Gulf FZE*

Dubai, UAE

100

100

Redington Egypt Ltd

Egypt

100

100

Redington Nigeria Ltd

Nigeria

100

100

Redington Gulf & Co. LLC

Oman

70

100

Nook Micro Distribution Limited

India

100

Cadensworth (India) Limited

India

100

Redington Kenya Ltd

Kenya

100

100

Dubai, UAE

100

100

49

100

ProConnect Supply Chain Solutions Limited

India

100

Cadensworth FZE

Ensure Support Services (India) Limited**

India

100

Redington Middle East LLC^

Dubai

Mauritius

100

Ensure Services Arabia LLC

Saudi Arabia

100

100

100

Redington Africa Distribution FZE

Dubai, UAE

100

100

Qatar

49

100

Redington International Mauritius Limited (RIML)

Redington Distribution Pte. Limited (RDPL)

Singapore

Redington Qatar WLL^

The affairs of subsidiaries and an associate are conducted by respective Boards of Directors. These have been audited by their
respective Statutory Auditors. The Consolidated Financial Statement of the Company and its subsidiaries and associate should
therefore be read in conjunction with respective standalone financial statements, their accounting policies, financial notes, Cashflow
statements, and Statutory Auditors' reports thereon.

Ensure Services Bahrain SPC

** Pursuant to the approval of the shareholders through a postal ballot on November 7, 2013, on April 1, 2014, the Company has
transferred the fixed assets and inventory of the after sales support services to its wholly owned subsidiary Ensure Support
Services (India) Limited formed for this purpose, on which date the operations are also commenced.

Easyaccess Financial Services Limited

Bahrain

100

100

Redington Qatar distribution WLL^

Qatar

49

100

Redington Limited

Ghana

100

100

Redington Kenya EPZ Ltd

Kenya

100

100

Africa Joint Technical Services

Libya

65

100

Uganda

100

100

Dubai

49

100

Redington Uganda Ltd

(ii) Divestment during the previous year

Name of the Company

Cadensworth UAE LLC^

Country of
Incorporation

Ownership Interest %
As on date of disinvestment

India

100

Redington Tanzania Limited

Tanzania

100

100

Redington Morocco Limited

Morocco

100

100

Angola

100

100

Ensure IT services PTY LTD

Johannesburg

100

100

Redington Gulf FZE**, Iraq

Iraq

100

100

Redington Angola Limited

Redington Turkey Holdings S.A.R.L

Arena Bilgisayar Sanayi Ve Ticaret Anonim irketi#

96

Country of
incorporation

As at March 31, 2015 and 2014

A.(i)Direct Subsidiaries

10,425.40

Assets

(i) The Consolidated financial statements of the Company and its subsidiaries (together the 'Group') and an associate and its
subsidiary have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to
comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies
Act, 1956 ("the 1956 Act"), as applicable.

Country of
incorporation

616.96

Current Liabilities

2. Basis of Preparation of financial statements and Consolidation

Name of the Company

For the period ended /

As at 22 January, 2014

Particulars

Redington (India) Limited ("the Company/Holding Company"), is a public limited Company domiciled in India and incorporated
under the provisions of the Companies Act, 1956. The Companys equity shares are listed on the bourses of BSE Limited and
National Stock Exchange of India Limited. The Company and its fifty one subsidiaries (including forty seven overseas subsidiaries
and step-down subsidiaries) operate in India, Middle East, Turkey, Africa and South Asian countries and are engaged mainly
in Information Technology product distribution business besides supply chain solutions and after sales service of Information
Technology products. The Company has setup a branch in Singapore which has become operational during the year.

Annual Report
20142015

Luxembourg

100

100

Turkey

49.40

49.40

Annual Report

Contents

20142015

97

Name of the Company

Country of
incorporation

Ownership
Interest %

Beneficial
Interest %

Arena International FZE

Dubai, UAE

100

100

Turkey

99.78

99.78

Bangladesh

99

100

Redington SL (Private) Ltd

Sri Lanka

100

100

Redington Rwanda Limited

Rwanda

100

100

Redington Kazakhstan LLP

Kazakhstan Republic

100

100

Dubai, UAE

49

100

South Africa

100

100

Ensure Middle East Trading LLC

UAE

49

100

Ensure Solutions Nigeria Limited

Nigeria

99.90

100

Ensure Technical Services Kenya Limited

Kenya

100

100

Sensonet Teknoloji Elelektronk Ve Blsm Hzmetler Sanay Ve

Tcaret Lmted Srket
Redington Bangladesh Limited

Ensure Gulf FZE^

Ensure Technical Services (PTY) LTD**
^

Ensure Services Uganda Limited

Uganda

100

100

Ensure Technical Services Tanzania Limited

Tanzania

100

100

Ghana

100

100

Dubai, UAE

49

100

Morocco

100

100

Turkey

51

51

Dubai, UAE

100

100

Ensure Ghana Limited

Proconnect Supply Chain Logistics LLC (formerly known as Ensure
Supply Chain Logistics LLC)
Ensure Technical Services Morocco Limited (Sarlau)
ADEO Biliim Danmanlk Hizmetleri San. ve Tic. A.. ("ADEO")
Ensure Digital FZ - LLC

(ii) Subsidiary of Associate

Name of the Company
Currents Technology Retail (India) Limited

Ownership/
Beneficial Interest %
of the Group
(As at March 31, 2014)

India

47.62

31.25

The following are considered in preparing the consolidated financial statements:

a. Financial Statements of Redington (India) Limited is prepared in accordance with Generally Accepted Accounting Principles
in India (Indian GAAP) under historical cost convention, on accrual basis and audited by Deloitte Haskins & Sells, Chennai.
b. Financial statements of Cadensworth (India) Limited and Nook Micro Distribution Limited are prepared in accordance with
Generally Accepted Accounting Principles in India (Indian GAAP) under historical cost convention, on accrual basis and
audited by M/s. A.S.Varadharajan & Co., Chennai.
c. Financial statements of ProConnect Supply Chain Solutions Limited and Ensure Support Services (India) Limited are prepared
in accordance with Generally Accepted Accounting Principles in India (Indian GAAP) under historical cost convention, on
accrual basis and audited by BSR & Co. LLP, Chennai.
d. Consolidated financial statements of Redington International Mauritius Limited are prepared in accordance with International
Financial Reporting Standards (IFRS) and audited by Deloitte, Mauritius.
e. Consolidated financial statements of Redington Distribution Pte. Limited are prepared in accordance with Singapore Financial
Reporting Standards (SFRS) and audited by Ernst & Young LLP, Singapore.
Necessary adjustments have been made in the consolidated financial statements to conform to Indian GAAP wherever there are
significant differences between Indian GAAP / SFRS / IFRS.
The audited financial statements of the Company and all its subsidiaries and step-down subsidiaries used in the consolidation are
drawn up to the same reporting date as that of the Company.

Country of
incorporation

Ownership
Interest %

Senegal

100

100

Saudi Arabia

75

100

Turkey

100

100

The consolidated financial statements have been prepared using uniform Accounting Policies and on the following basis:

Beneficial
Interest %

a. The financial information of the Company and its subsidiaries have been combined on a line-by-line basis of assets, liabilities,
income and expenses. Inter Company balances and transactions and material unrealized profits or losses have been eliminated.

As at March 31, 2015

Redington Senegal Limited, SARL
Redington Saudi Arabia for Distribution

Ownership/
Beneficial Interest %
of the Group
(As at March 31, 2015)

Basis and Principles of Consolidation:

(ii) Step-down subsidiaries incorporated during the year

Name of the Company

Country of
Incorporation

Paynet demet Hizmetleri Anonim irketi **

b. The difference between the cost of investment in the subsidiaries and the Companys share of Net assets at the time of
acquisition of shares in the subsidiaries is recognized in the consolidated financial statements as Goodwill or Capital Reserve
as the case may be. The 'Goodwill' / 'Capital Reserve' is determined separately for each subsidiary company / jointly controlled
entity and such amounts are not set off between different entities.

Although the percentage of holding is less than 50, Redington Gulf FZE has the power to govern the strategic operating
and financial policies and exercise control. Consequently, the above-mentioned entities are considered as subsidiaries and
consolidated with the Groups financial statements.

2.1. Summary of Significant Accounting Policies

a. Use of Estimates

As Redington Turkey Holdings S.A.R.L, Luxembourg has control over the composition of Arena Bilgisayar Sanayi Ve Ticaret
Anonim irketis Board of Directors, Arena Bilgisayar Sanayi Ve Ticaret Anonim irketi is considered as a subsidiary of RIML for
the purpose of preparation of consolidated financial statements.

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and
assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income
and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are
prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the
estimates are recognised in the periods in which the results are known / materialise.

* Pursuant to the communication received from Reserve Bank of India (RBI), wherein RBI has directed the Company that only the
direct joint venture/wholly owned subsidiary can be a special purpose vehicle (SPV) and the subsequent downstream subsidiaries
should be operating companies, it is required to merge Redington International Holdings Limited (RIHL) with Redington
International Mauritius Limited(RIML). For this purpose during the year RIHL has transferred its investment in Redington Gulf FZE
(RGF,Dubai) and Redington Turkey Holdings S.A.R.L (RTHS) to RIML and RGF respectively.

b. Fixed assets

* RIHL has transferred its investments in Redington Gulf FZE (RGF,Dubai) and Redington Turkey Holdings S.A.R.L (RTHS) to RIML
and RGF respectively to comply with the directives of Reserve Bank of India.

Tangible assets
Tangible Assets are recorded at cost less accumulated depreciation. Cost comprises of purchase price and other directly
attributable cost of bringing the assets to its working condition for the intended use. For the purpose of consolidation, additions
to fixed assets of overseas subsidiaries have been converted at average rate and closing balance at closing rate.

** Yet to commence operations.

C. (i) Associate of the Company

Name of the Company
Redington (India) Investments Limited *

Country of
Incorporation

Ownership/
Beneficial Interest %
(As at March 31, 2015)

Ownership/
Beneficial Interest %
(As at March 31, 2014)

India

47.62

31.25

Gains or losses arising from de-recognition of tangible fixed assets are measured as the difference between the net proceeds from
disposal/net realizable value and carrying amount of the asset and are recognized in the Statement of Profit and Loss.

* The Company has made an additional equity investment of `5 Lakhs in its Associate Redington (India) Investments Limited.

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Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortised
over the period of the contracts if such contracts relate to monetary items as at the balance sheet date. Any profit or loss arising
on cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which
such cancellation or renewal is made.

Depreciation on Tangible assets

1. Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
2. Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life assessed as under
based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating
conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and
maintenance support, etc.
Class of Asset

Years

Buildings
Plant & Equipment
Furniture & Fixtures
Office Equipments
Computers
Vehicles

20-40
05-10
04-10
05-08
03-05
03-10

The assets and liabilities of foreign subsidiaries whose operations are of non-integral nature are translated at the closing exchange
rates, the items of income and expense of foreign subsidiaries are translated at average exchange rate and resulting exchange
differences are debited / credited to Foreign Currency Translation Reserve.
For Branch operations of the Company: Transactions of non-integral foreign operations are translated at the exchange rates
prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction. All assets and
liabilities of non-integral foreign operations are translated at the Closing rates.

g. Warranties
The Original Equipment Manufacturer generally warrants the products distributed by the Group.

h. Revenue Recognition

3. Depreciation on additions to fixed assets is provided from the month of addition

4. Individual fixed asset whose cost does not exceed ` 5,000/- are fully depreciated in the year of acquisition in India operations.

1. Revenue from Sales is recognized when the ownership and title is transferred which generally coincides with delivery. Revenue
is stated net of discounts, rebates and sales tax.

5. Expenditure on Interiors on premises taken on lease (included in furniture & fixtures) are capitalized and depreciated over a
period of five years/over the period of lease.

2. Service Income is recognized when services are rendered. Income from Warranty and Maintenance Contracts is recognized
as per the terms of contract.

Intangible assets

3. Income from supplier schemes is accrued, based on the fulfillment of terms of such programs.

1. Intangible assets are recorded at cost less amortization. For the purpose of consolidation of overseas subsidiaries, additions
have been converted at average rate and closing balance at closing rate

i. Other Income
1. Lease income is accrued over the period of lease.

2. Intangible assets are amortized over the estimated useful economic life, on a straight line basis.
Class of Asset

Years

Software
Non-compete fees

03-05
03-05

2. Interest income is recognised on the time proportion basis determined by the amount outstanding and the rate applicable
and where no significant uncertainty as to measurability or collectability exists. Interest income on overdue receivables is
recognized only when there is a certainty of receipt.

j. Employee Benefits

3. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year
and the amortisation period is revised to reflect the changed pattern, if any.

i. Short-Term Employee Benefits

Short-Term Employee Benefits including accumulated short-term compensated absences determined as per Groups policy/
scheme are recognized at the Balance Sheet date as expense based on expected obligation on an undiscounted basis

c. Impairment of tangible and intangible assets

ii. Long-Term Employee Benefits

At each Balance Sheet date, the Company assesses whether there is any indication that the fixed assets with finite lives may be
impaired. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or group of assets. If there is any indication of impairment exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment if any. Where it is not possible to estimate
the recoverable amount of individual asset, the Company estimates the recoverable amount of cash-generating unit to which the
asset belongs.

Defined Benefit Plan

Compensated Absences and Gratuity
The liability for Gratuity and long-term compensated absences, both unfunded, is provided based on actuarial valuation as at the
Balance Sheet date, using the Projected Unit Credit Method. Actuarial gains and losses are recognized in the Statement of Profit
and Loss for the period in which they occur. The retirement benefit obligation recognized in the Balance Sheet represents the
present value of the defined benefit obligation as adjusted for unrecognized past service cost. With respect to overseas subsidiaries,
provision for employees end of service indemnity is made in accordance with the laws as applicable in respective countries.

d. Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as
operating leases. Lease Rentals under operating leases are recognized in the Statement of Profit and Loss.

Defined Contribution Plan

e. Inventories

Contribution to provident fund, superannuation fund and employee state insurance scheme by the entities in the Group are
considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be
made and when services are rendered by the employees.

Inventories are stated at lower of cost and net realizable value. Costs include cost of purchase and other costs incurred in bringing
the inventories to the warehouse, net of discounts and rebates and are determined on weighted average basis.

k. Employee share based payments

f. Foreign Currency Transactions

Stock options granted to the employees under the Employee Stock Option Scheme are evaluated in accordance with the
accounting treatment prescribed by the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines,
1999 issued by Securities and Exchange Board of India and the Guidance Note on Employee share based payments issued by
the Institute of Chartered Accountants of India. The Group follows the intrinsic value method of accounting for the options and
accordingly the excess of market value of the stock options as on the date of grant over the exercise price of the options, if any,

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate
between the reporting currency and the foreign currency at the date of the transaction.
All monetary assets and liabilities in foreign currency are restated at the end of the accounting period at the prevailing exchange
rates as on the Balance Sheet date and exchange gain/loss is considered in the Statement of Profit and Loss.

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is recognized as deferred employee compensation and is charged to the Statement of Profit and Loss on graded vesting basis
over the vesting period of options.

the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares
are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are
adjusted for share splits / reverse share splits and bonus shares, as appropriate.

l. Current and deferred tax

r. Derivative Instruments and Hedge Accounting

i. Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit for the year.

The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to
certain firm commitments and highly probable forecast transactions. The Group does not hold derivative financial instruments
for speculative purposes. The Group has applied to all such contracts outstanding as on March 31, 2015 the hedge accounting
principles as set out in Accounting Standard 30 "Financial Instruments Recognition and Measurement" (AS 30) by marking them
to market. Changes in the fair value of the contracts that are designated and effective hedges of future cash flows are recognized
directly in Hedge Accounting Reserve.

ii. Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable
tax rates and the provisions of the Income Tax Act, 1961.
iii. Tax on proposed distribution of dividend is based on the provisions of Income Tax Act, 1961 and disclosed as appropriation
in the Reserves and Surplus in the Balance Sheet.
iv. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting
income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured
using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are
recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed
depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income
will be available against which these can be realised. However, if there is unabsorbed depreciation and carry forward of
losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by
convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and
liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a
legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

3. Share Capital
i. The Company has only one class of shares referred to as equity shares having a par value of ` 2/-:
` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

8,500.00

8,500.00

399,702,790 (Previous year 399,481,820) Equity Shares of ` 2/- each fully paid up

7,994.06

7,989.64

Total

7,994.06

7,989.64

Authorized shares
425,000,000 (Previous year 425,000,000) Equity Shares of ` 2/- each
Issued, Subscribed and fully paid up

m. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized only when there is a present obligation as a result of past events and when a reliable estimate of the
amount of obligation can be made. Contingent liability is disclosed for

ii. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

i. Possible obligation which will be confirmed only by future events not wholly within the control of the Company or
ii. Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of the obligation cannot be made. Contingent assets are not recognized in the
financial statements.

Particulars
At the beginning of the year

n. Segment Reporting

Allotted during the year under Employee Stock Option, 2008

Outstanding at the end of the year

The generally accepted accounting principles used in the preparation of the financial statements are applied to record revenue
and expenditure in individual segments. Segment revenue and segment results include transfers between segments and such
transfers are eliminated in the consolidation of the segments. Expenses that are directly identifiable to segments are considered
for determining the segment result. Segment assets and liabilities include those directly identifiable with the respective segments.

31-Mar-2015

31-Mar-2014

No of shares

` in Lakhs

No of shares

` in Lakhs

399,481,820

7,989.64

399,152,570

7,983.05

220,970

4.42

329,250

6.59

399,702,790

7,994.06

399,481,820

7,989.64

iii. Terms/rights attached to equity shares:

Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. For the
year ended March 31, 2015 a dividend of ` 1.90 per equity share has been proposed by the Board of Directors (Previous year
` 0.90 per equity share). The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the
ensuing Annual General Meeting which includes an agenda item to consider declaration of dividend.

o. Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term, highly liquid investments that
are readily convertible into known amounts of cash and which are subject to insignificant risks of changes in rate.

iv. Details of shares held by each shareholders holding more than 5 % of the paid-up equity capital:

p. Cash flow statement

31-Mar-2015

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the
effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash
flows from operating, investing and financing activities of the Group are segregated based on the available information.

Particulars

31-Mar-2014

No. of shares
held

% of Share
holding

No. of shares
held

% of Share
holding

Synnex Mauritius Limited

94,295,940

23.59

94,295,940

23.60

Harrow Investment Holding Limited

53,282,932

13.33

84,027,302

21.03

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if
any) by the weighted average number of equity shares outstanding during the year.

Standard Chartered Private Equity (Mauritius) Limited

47,686,500

11.93

47,686,500

11.94

Fidelity

37,033,731

9.27

7,440,809

1.86

Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if
any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive
potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the
weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

Franklin Templeton Fund

25,303,114

6.33

16,200,017

4.06

Reliance Capital Trustee Company Limited

21,119,911

5.28

Morgan Stanley

21,087,830

5.28

14,257,834

3.57

ICICI Prudential Life Insurance Company

20,734,654

5.19

16,543,734

4.14

q. Earnings per share

Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share
from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period,
unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had

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4. Reserves and Surplus

5. Long-Term Borrowings
` in Lakhs

(a) Capital reserve

Balance as per last Balance Sheet date
Add: Additions during the year
Balance at the end of the year
(b) Securities Premium Account
Balance as per last Balance Sheet date
Add: Premium on shares issued on exercise of ESOP, 2008
Balance at the end of the year
(c) General Reserve
Balance as per last Balance Sheet date

31-Mar-2015

31-Mar-2014

21.34

21.34

21.34

21.34

31-Mar-2015

31-Mar-2014

* Loan from Banks are Secured by assignment of the shares of Redington Gulf FZE and are repayable within a period of two years.

35,265.85

35,178.08

108.50

87.77

35,374.35

35,265.85

** During the year ended 31 March 2014, one of the Groups suppliers provided support to the Group through subscription of
Redington Gulf FZEs unsecured promissory notes amounting to ` 2,350.50 Lakhs. The funds received were used by the Group
to invest in the suppliers business in six countries in Africa. During the year ended 31 March 2015, out of the ` 429.69 Lakhs
due in September 2014, the Company paid ` 68.75 Lakhs while the remaining amount has been waived by the supplier.

31-Mar-2015

31-Mar-2014

10,961.30

6,642.56

Add: Transfer from surplus in Statement of Profit and Loss

2,397.89

Add: Inter transfer (Refer Note 2(A(ii)))

1,920.85

Balance at the end of the year

` in Lakhs

10,961.30

Particulars
Loans from Banks - Secured*
Loans from others - Unsecured**
Total

31-Mar-2015

31-Mar-2014

8,892.05

20,020.60

1,213.73

1,012.17

10,105.78

21,032.77

6. Long Term Provisions

` in Lakhs
Particulars

10,961.30

Non Current
31-Mar-2015

31-Mar-2014

251.26

328.50

(a) Employee Benefits

(d) Hedge Accounting Reserve

31-Mar-2015

31-Mar-2014

Balance as per last Balance Sheet date

(9.86)

(0.54)

(ii) Gratuity*

4,685.23

3,379.69

Add: Net movement during the year

6.56

(9.32)

Total

4,936.49

3,708.19

Balance at the end of the year

(3.30)

(9.86)

31-Mar-2015

31-Mar-2014

132,049.24

104,974.62

38,652.89

33,664.73

170,702.13

138,639.35

(e) Surplus in the Statement of Profit and Loss

Balance as per last Balance Sheet date
Profit for the year
Sub total

(i)Compensated Absences

* In respect of the Company and its Indian subsidiaries, the obligation towards Gratuity fund is a Defined Benefit Plan.

Gratuity relating to the Company and applicable subsidiaries

Details of actuarial valuation as at the year end is given below:
a.Movement

Less: Appropriations

Particulars

Proposed final equity dividend for the year

7,595.32

3,595.34

Projected Benefit Obligation at the beginning of the year

Dividend Distribution Tax

1,432.71

611.03

0.96
(94.76)

2,397.89

Dividend including Dividend distribution tax for previous year (Refer note below)
Dividend distribution tax credit on account of dividend received from Indian subsidiary
Transfer to General Reserve
Balance at the end of the year

161,767.90

2014-15

2013-14

796.24

656.40

Service cost

59.82

57.75

0.58

Interest Cost

171.28

47.08

(14.73)

Actuarial loss

60.81

115.07

Benefits paid

(108.25)

(72.92)

Obligations of Easyaccess Financial Services Limited-erst-while Subsidiary

132,049.24

979.90

796.24

Liability recognized in the Balance Sheet

979.90

796.24

2014-15

2013-14

Current service cost

59.82

57.75

Interest on obligation

171.28

47.08

60.81

115.07

291.91

219.90

Balance as per last Balance sheet date

36.89

1,957.74

Particulars

Less: Inter transfer (Refer Note 2(A(ii)))

(1,920.85)

Cost of the defined plan for the year: (Refer Note 22)

(g) Foreign Currency Translation Reserve

Balance as per last Balance Sheet date
Movement during the year
Balance at the end of the year
Total Reserves and Surplus

104

Projected benefit obligation at the end of the year

Amount recognized in the Balance Sheet:

31-Mar-2014

36.89

36.89

31-Mar-2015

31-Mar-2014

15,814.81

7,311.30

5,449.76

8,503.51

21,264.57

15,814.81

229,423.05

194,139.57

Net actuarial loss recognized in the year

Net cost recognized in the Statement of Profit and Loss

Annual Report
20142015

(7.14)
796.24

31-Mar-2015

Balance at the end of the year

979.90

Projected Benefit Obligation at the end of the year

Note: Subsequent to the date of Balance Sheet as on March 31, 2014 and 2013 and before the book closure date, 90,900
(Previous Year 125,000) equity shares were allotted under Employees Stock Option Plan 2008 and dividend of ` 0.81 Lakhs
(Previous year ` 0.50 Lakhs) on these shares were paid. The total amount of ` 0.96 Lakhs (Previous year ` 0.58 Lakhs) including
tax on dividend, has been appropriated from the Statement of Profit and Loss.
(f) Statutory reserves

` in Lakhs

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9. Other Current Liabilities

b. Assumptions for Gratuity/ Compensated Absences:

Particulars
Discount Rate

2014-15

2013-14

7.5% - 9.3%

7.5%

` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

31,993.69

28,442.41

133.41

1,942.65

4.85

4.28

177.95

1,079.51

Statutory liabilities

6,167.21

6,861.13

Advances/Deposits received from customers

5,965.89

6,093.70

Salary escalation rate

5%

5%

Creditors for other liabilities

Attrition rate

5%

5%

Interest accrued but not due on loans

Demographic assumptions Mortality

LIC (2006-08)

Earmarked liability Unclaimed Dividend*

IALM(2006-08) ULT

Unamortized revenue

The amount provided for gratuity as per actuarial valuation has been arrived at after considering future salary increase, inflation,
seniority and promotion.
The details of experience adjustments arising on account of plan liabilities are not readily available in the valuation report and
hence, are not furnished.

Gratuity relating to Redington International Mauritius Limited:

Dividend Payable
Current Maturities of Long-Term Borrowings
Others liabilities

` in Lakhs

Particulars

2014-15

2013-14

Balance at the beginning of the year

2,636.07

2,116.84

Amount charged to the Statement of Profit and Loss (Refer Note 22)

1,956.44

Amount transferred on account of acquisition

(641.62)

Currency Translation Adjustment

(141.30)

232.41

3,735.70

2,636.07

3,705.41

3,131.27

60,931.58

59,650.29

* No Amount is due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2015 and 2014.
Includes `137.18 Lakhs (Previous year `207.78 Lakhs) payable towards acquisitions of Tangible assets.

10.10

(715.51)

12,095.34

918.34

Amount paid during the year

Balance at the end of the year

Total

595.67
12,187.50

10. Short-Term Provisions

` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

(i) Compensated absences

14.17

21.06

(ii) Gratuity

30.37

52.62

1,767.15

1,434.67

(a) Provision for employment benefits

7. Short-Term Borrowings
` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

141,486.44

139,334.66

1,543.09

4,106.47

Secured Loans from Banks (Refer note a)

Unsecured Loans from Banks
Commercial paper(Refer note b)

18,200.00

Loan from others

Total

(b)Others
(i) Provision for Taxation (Net of advance taxes)
(ii) Provision for warranty

3,138.98

2,046.36

164,368.51

145,487.49

438.41

251.54

(iii) Proposed dividend

7,595.32

3,595.34

(iv) Dividend Tax on Proposed Dividend

1,432.71

611.03

(v) Provision for CSR expenditure (Refer Note 34)

Total

524.19
11,802.32

5,966.26

a. Loan from Banks are secured by pari-passu charge on Inventories and Trade receivables.
Movement in Provision for warranty

b. Commercial paper: The facility is unsecured and the maximum amount outstanding at any time during the year was
`79,500Lakhs (Previous Year ` 55,000 Lakhs).

Description

8. Trade Payables
` in Lakhs
Particulars
Trade payables*
Other payables
Total

31-Mar-2015

31-Mar-2014

325,209.37

270,852.50

2,159.10

3,301.83

327,368.47

274,154.33

2014-15

2013-14

Balance as per the last Balance Sheet

251.54

326.74

Add: Provision made (part of COGS)

526.50

202.48

Less: Provision Utilised (part of COGS)

339.63

277.68

Balance at the end of the year

438.41

251.54

* Trade payables are dues in respect of goods purchased or services received (including from employees) in the normal course of
business.

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108
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4
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2,269.04

Previous year

10,100.81

Previous year

1,666.57
1,401.96

Current year
Previous year

42,976.50

Previous year

4,940.19

3,715.71

273.37

260.90

270.48

1,038.65

492.54

347.02

1,146.80

698.79

360.30

233.21

72.83

4.09

68.74

9.96

56.65

14.90

38.32

7.41

7,280.66

9,932.90

2,638.15

2500.03

9,066.30

5,662.83

1,666.57

1,735.61

3,225.75

3,590.92

5,373.24

1,516.49

797.38

1,032.97

2,216.65

2,572.13

2,374.84

3,088.56

7,176.72

8,539.03

1,470.82

1,752.66

1,340.17

889.39 38,156.21 18,501.84

88.93

46.25

122.90

62.59

419.80

207.34

749.86 11,687.84

362.20 11,664.99

73.06

37.24

376.79

173.77

876.53 12,552.55 1,831.34 36,391.78 15,376.58

2,840.67

91.82

238.11

216.45

736.07

123.66

264.77

340.05

1,083.84

56.84

408.57

2,733.93

3,068.93

3,225.69

3,532.48

240.30

238.61

522.96

627.05

624.47

713.78

1,117.71

1,110.60

303.16

341.05

417.09

501.39

697.84

2,183.10

66.05

163.84

197.12

616.79

113.86

214.37

267.36

857.11

53.45

330.99

2,740.97

Previous year

415.08

2,474.41

415.08

2,474.41

Additions

Gross Block

12.60

12.60

120.80

127.99

120.80

127.99

139.20

139.20

296.00

193.59

86.23

39.77

209.77

153.82

Acquired Deletions Elimination Other

by a
on sale of Adjuststep-down
subsidiary ment
subsidiary
(Refer note
2A(iii)

4,040.19

6,580.20

921.77

961.54

3,118.42

5,618.66

As at
31.03.15

2,755.24

3,390.96

327.71

518.24

2,427.53

2,872.72

As at
01.04.14

624.71

726.21

157.49

159.93

467.22

566.28

For the
Year

83.12

113.88

83.12

113.88

128.04

128.04

222.17

133.36

33.04

25.89

189.13

107.47

Deletion Elimination Other

on sale of Adjustsubsidiary ment
(Refer note
2A(iii)

Accumulated Amortization
Acquired
by a stepdown
subsidiary

352.18

3.63

43.68

7.21

18.61

2.61

276.44

1,032.97

1,143.12

2,572.13

2,634.27

3,088.56

3,717.68

8,539.03

9075.37

1,752.66

1,789.28

1,516.49

2.053.53

726.21

Intangible assets

4,258.69

3,532.48

Tangible assets
Total

2014-15

Description

C. Depreciation / Amortization

` in Lakhs

3,850.40

624.71

3,225.69

2013-14

7,549.81

2,781.64

2,733.93

As at
31.03.14

633.60

592.49

653.62

956.65

2,284.68

1,945.15

3,148.81

2,589.62

885.49

710.75

604.58

633.60

888.82

653.62

2,224.62

2,284.68

2,924.09

3,148.81

798.22

885.49

7,549.81 17,377.95

7,879.37

2,733.93

3,068.93

As at
31.03.15

Net Block

` in Lakhs

3,390.96

4,136.65

518.24

704.06

2,872.72

3,432.59

As at
31.03.15

649.23

2,443.55

403.53

257.48

245.70

2,186.07

As at
31.03.15

821.27

649.23

507.83

403.53

313.44

245.70

As at
31.03.14

Net Block

` in Lakhs

949.59 18,501.84 17,889.94 27,599.92

562.03 20,413.25 17,742.96 17,889.94

64.97

35.38

73.32

51.88

210.32

129.71

530.57

282.85

34.74

26.56

35.67

35.65

As at
31.03.15

* One of the subsidiaries of the Group signed a non-compete agreement with its former chief executive officer. Based on the terms of the non-compete agreement, the former chief executive officer agreed not to compete with
the subsidiary and not to engage in any business transaction which may harm the subsidiarys relations with its business partners until June 30, 2015. In return, the subsidiary had committed to pay a non-compete fee to the
former chief executive. The non-compete agreement had been accounted for as an intangible asset with a corresponding liability recorded to reflect the amount payable. The non-compete fee has been paid on June 30, 2014.

4,040.19
3,576.51

Current year
Previous year

Intangible assets-Total

921.77
835.54

Current year
Previous year

Non-compete fee*

3,118.42

As at
01.04.14

Current year

Software

B. Intangible Assets

Description

11. Fixed AssetsOwned (continued)

* Represents Cost of Land of Easyaccess Financial Services Limited subsidiary shown separately.
** The building consists of a distribution center in Jebel Ali Free Zone which is constructed on land leased for a period of 10 years expiring in 2017 renewable for another 10 years.

36,391.78

Current year

Tangible assets-Total

Vehicles

3,225.75
3,105.47

Current year
Previous year

Computers

5,373.24
4,599.46

Current year
Previous year

Office Equipment

11,687.84

Current year

Furniture & Fixtures

2,638.15

Plant and Equipment

Current year

(5,144.65)

Accumulated Depreciation
Acquired Deletions Elimination Other
by a stepon sale of Adjustdown
subsidiary ment
subsidiary
(Refer note
2A(iii)

2,396.70

692.83

5,144.65

For the
Year

9,066.30

47.71

109.31

As at
01.04.14

18,718.12

As at
31.03.15

Current year**

5,144.65

Gross Block
Acquired Deletions Elimination Other
by a stepon sale of Adjustdown
subsidiary ment
subsidiary
(Refer note
2A(iii)

Previous year

Adjustments*

2,781.64

Previous year*

444.31

Addition

Buildings

2,733.93

As at
01.04.14

Current year

Land

A. Tangible Assets

Description

11. Fixed AssetsOwned

12. Non Current Investments (Trade)

14. Long -Term Loans and Advances (Unsecured and considered good)
` in Lakhs

Investment in Associate
` in Lakhs
Name of the Corporate Body

Particulars

31-Mar-2015

31-Mar-2014

(a) Capital advances

50,000 Equity Shares (Previous Year 50,000) of ` 10/- each fully paid-up in
Redington(India) Investments Limited

5.00

5.00

(b) Security Deposits

Add: Investment during the year 50,000 Equity Shares of ` 10/- each fully paid-up in
Redington (India) Investments Limited

5.00

10.00

5.00

Less: Share of Loss (Recognized in line with AS23)

Total

31-Mar-2014

39.65

261.83

681.25

541.22

(c) Advance taxes (net of provisions)

2,871.74

5,984.13

(d) Receivable from customs /sales tax department

2,433.86

1,978.39

(e) Others
Total Long-Term Loans and advances

343.15

834.28

6,369.65

9,599.85

15. Goodwill on Consolidation / acquisition

13. Deferred Tax Assets (Net)

` in Lakhs

Break-up of Deferred Tax Assets arising on account of timing differences

Particulars

` in Lakhs
Particulars

31-Mar-2015

31-Mar-2015

Balance as per last Balance sheet date

31-Mar-2014

31-Mar-2015

31-Mar-2014

7,379.67

6,573.00

i. Deferred Tax Assets:

Add: On acquisition of step-down subsidiary

861.36

54.69

Provision for Doubtful Trade Receivables

Gratuity

Compensated absences

Depreciation

Long term Capital loss*

Others
Total

561.90

506.92

Less: On disposal of a subsidiary during the year

359.89

241.18

Total

57.00

122.93

50.27

38.45

249.48

0.17

0.27

1,029.23

1,159.23

7,379.67

16.Inventories
(Represents repayments due after one year from the Balance sheet date)
` in Lakhs
Particulars

ii. Deferred Tax Liability:

31-Mar-2015

31-Mar-2014

Trading Stocks

250,859.62

190,274.25

Depreciation

12.51

Goods in Transit

34,064.54

37,670.80

Total

12.51

Service Spares

509.61

581.08

285,433.77

228,526.13

Deferred Tax Asset (Net)

1,029.23

1,146.72

Total

* Consequent to sale of the Companys investment in its wholly owned subsidiary Easyaccess Financial Services Limited in
FY 2013-14, there was a long-term capital loss, under the Income Tax Act, 1961, which resulted in a deferred tax asset of `
1,310.48 Lakhs. Of this, ` 249.48 Lakhs was recognised against Long Term Capital Gain realised. The balance deferred tax
asset of ` 1,061.00 Lakhs will be recognised as and when there is a long-term capital gain.

* Receivables (Loans) of Easyaccess Financial Services Limited are considered as secured, when the exposures are secured by
hypothecation or mortgage of assets / properties (registered/equitable) /pledge of shares of private limited / listed / unlisted
companies.

17. Trade ReceivablesUnsecured

Break up of Deferred Tax liability arising on account of timing differences (In respect of overseas subsidiaries)
` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

Depreciation

160.68

205.31

631.85

` in Lakhs
Particulars

i. Deferred Tax Liability:

Arising out of timing difference on components of financial statements (net)

Others
Total

792.53

Provision for Doubtful Debts

Total
Deferred Tax Liability (Net)

31-Mar-2014

10,687.26

7,696.65

Considered Good

43.56

Considered Doubtful

1,890.84

1,615.65

248.87

Less: Provision for doubtful receivables

(1,890.84)

(1,615.65)

431,212.23

384,871.66

9,745.61

8,328.35

(b) Other Trade Receivables

35.98

Considered Good

35.98

Considered Doubtful

Less: Provision for doubtful receivables

756.55

248.87

Total

Annual Report
20142015

31-Mar-2015

(a) Trade Receivables outstanding for a period exceeding six months from the
date they were due for payment

ii. Deferred Tax Assets:

110

7,379.67

(9,745.61)

(8,328.35)

441,899.49

392,568.31

Annual Report

Contents

20142015

111

18. Cash and Cash Equivalents

21. Other Income

` in Lakhs

Particulars

` in Lakhs
Particulars

31-Mar-2015

31-Mar-2014

470.32

218.37

(i) In current accounts

38,300.22

27,956.86

Interest on Bank deposits

(ii) In deposit accounts

12,860.15

19,336.73

Interest refund on Income Tax (Refer note 26)

253.75

977.42

944.26

4.85

4.28

Cash on hand

Interest on loan
Interest from dealers

Balances with Banks

(iii) In earmarked accounts

a. Margin money with banks

b. Earmarked balances Unclaimed Dividend account

c. Earmarked Balance - Unspent for Corporate Social Responsibility

Total

Profit on sale of Fixed assets(Net)

524.19
53,137.15

Dividend from Short-Term Investments

Bad Debts Written off in earlier years recovered

Provision no longer required written back

48,460.50

Paynet Charges
Other Non-operating income
53,137.15

48,460.50

Bank Deposits with original maturity for more than three months
not treated as cash equivalent

188.91

300.14

Margin money with banks

977.42

944.26

4.85

4.28

Total

Less:

Earmarked balances Unclaimed Dividend account

Earmarked Balance Unspent for Corporate Social Responsibility
Cash and cash equivalents at the end of the year

524.19
51,441.78

(b) Loans and advances to employees

(c) Prepaid expenses
(i) Receivables from Customs authorities

(ii) VAT & Service Tax Credit Receivable

(e) Advances to suppliers

Total

47,211.82

As at
April 1, 2014

31-Mar-2015

31-Mar-2014

1,233.16

1,389.92

412.44

378.78

2,989.86

2,892.63

216.75

2,574.15

8,642.74

8,622.53

8,029.54

6,660.82

21,524.49

22,518.83

31-Mar-2015

31-Mar-2014

Sales

2,997,296.17

2,659,802.47

69,517.79

54,861.91

a. Interest income from loan

3,611.28

b. Other financial services

78.62

62.25

120.57

35.00

240.18

612.53

1,880.91

1,788.61

884.99

781.65

6,781.74

6,021.13

Addition during the Reversed during the

period 2014-15
period 2014-15

Reversed on sale of Subsidiary

(Also refer note (2A(ii))

As at
March 31, 2015

148.00

35.00

113.00

Provision for sub-standard assets

Current year
Previous year

45.00

78.00

123.00

Particulars

2014-15

2013-14

Salaries & Bonus

42,428.88

38,406.38

784.67

642.51

Welfare Expenses

1,309.67

868.74

Gratuity

2,248.35

1,138.24

46,771.57

41,055.87

Total

23. Finance Costs

` in Lakhs
Particulars

2014-15

2013-14

76,104.00

Interest on Borrowings

15,641.23

18,528.92

13.38

30.08

Other Borrowing Costs

218.81

164.05

3,155,485.66

2,794,488.36

15,860.04

18,692.97

88,658.32

Total

Annual Report
20142015

115.51

Provision for standard assets

Current year
Previous year

Contribution to Provident Fund & Other Funds

Income from financial services

112

166.82

247.58

` in Lakhs

Particulars

Total

1,133.96

22. Employee Benefits

` in Lakhs

Other operating revenues

` in Lakhs

(Represents repayments due within one year from the Balance sheet date)

Rebates

486.34

The following table discloses the movement of the provisions for standard / sub-standard assets:

20. Turnover/Revenue from Operations

Service Income

1,754.01

438.09

An asset, in respect of which, interest had remained unrealized for a period of six months or more has been classified as
sub-standard assets and provision @ 10% as prescribed by RBI norms. During the previous period an additional provision of
`77.37lakhs was made in respect of a specific customer based on Easyaccess Financial Services Limiteds managements
evaluation on the delay in recoverability.

(d) Balances with government authorities

1,426.36

Easyaccess Financial Services Limited, an erstwhile subsidiary had a policy for making a provision on standard assets @ 0.40%
of outstanding Standard Assets (RBI policy prescribes a mandatory provision @ 0.25%).

` in Lakhs
(a) Security deposits

160.09

* Provision for Standard assets/ sub-standard assets

19. Short-Term Loans and Advances (Unsecured and considered good)

Particulars

2013-14

213.67

Reversal of Provision for standard assets*

Reconciliation of Cash and cash equivalents:

Cash and cash equivalents as per Cash Flow Statement

2014-15

Annual Report

Contents

20142015

113

24. Other Expenses

vi. Disputed Income Tax/Sales Tax/Customs Duty demands

` in Lakhs

` in Lakhs
Particulars
Rent
Freight
Warranty and other Expense-Service
Commercial Taxes
Repairs and Maintenance
Utilities
Insurance
Communication
Sales Promotion Expenses
Travel
Professional Charges
Bad debts
Less:- Written off against provision
Bad debts(net)
Provision for Doubtful Debts
Audit remuneration (including remuneration to subsidiaries auditors)
Exchange loss (Net)
Factoring Charges
Directors Sitting Fee
Directors Commission*
Outsourced Resource Cost
Security Charges
Packing Charges
Software expenses
Bank Charges
Miscellaneous expenses
Total

2014-15

Nature of Dues

2013-14

7,201.82
8,343.83
2,734.07
1,978.95
2,240.87
731.95
3,047.00
2,399.22
13,724.73
4,180.23
1,559.94
2,087.88
1,224.10

Customs duty
Income Tax
Sales Tax

6,893.44
7,014.02
2,523.61
1,838.06
2,301.69
861.04
2,261.31
2,406.15
12,797.56
3,647.46
1,364.89

277.42
2,621.82
751.60
1,196.99
1,429.46
10.07
69.20
660.50
679.12
223.11
1,438.77
2,457.72
2,785.50
58,510.51

25. Earnings per Equity Share

Profit after Tax (` In Lakhs)

Weighted Average Number of equity shares (Basic)
Earnings per share- Basic `
Add: Effect on ESOPs
Weighted Average Number of equity shares including on account of Employee Stock
Option Plan 2008 (Diluted)
Earnings per share- Diluted `
Face Value per share in `

2014-15

2013-14

38,652.89
399,591,493
9.67
200,108
399,791,601

33,664.73
399,308,287
8.43
352,096
399,660,383

9.67
2/-

8.42
2/-

As at March 31, 2015, the administrative lawsuit filed by Redington Turkey Holdings S.A.R.L. (RTHS) before the 8th Administrative
Court of Ankara, as the plaintiff, requesting the cancellation of the decision of the Capital Markets Board (CMB) dated August 25,
2011, requiring RTHS to file an application with the aim to conduct a mandatory tender offer towards the shareholders of Arena
Bilgisayar Sanayi ve Ticaret A.S. (Arena) in connection with its purchase of 49.4% stake in Arena on November 29, 2010 has
been concluded in favor of RTHS request and the decision of the CMB dated August 25, 2011 has been cancelled. On January
3, 2013, the CMB appealed this decision following which RTHS filed its responses on February 3, 2013. Although the lawsuit file
has been assigned to the 13th Chamber of the Council of State for appellate review, the Chamber had not concluded its appellate
review as at March 31, 2015.

The CMB had later imposed an administrative monetary fine against RTHS in the amount of US$ 68,041 by its decision dated
April11, 2012, stating RTHS non-compliance with its decision dated August 25, 2011 as the reason. On May 9, 2012, RTHS
challenged this fine by filing a lawsuit before the 20th Peace Criminal Court of Istanbul. As at March 31, 2015, the 20th Peace
Criminal Court of Istanbul had not yet resolved on this lawsuit.

The CMB's decision dated August 25, 2011 was based on an injunction decision given by the 13th Chamber of the Council of
State on July 18, 2011, as a result of a lawsuit filed by an individual investor against the CMB requesting injunction on and the
cancellation of certain provisions of the CMB Communique regulating tender offers in Turkish public companies and the CMB
decision turning down the request of the investor seeking a tender offer to be launched by RTHS in connection with its purchase
of 49.4% stake in Arena on November 29, 2010. The injunction decision given by the 13th Chamber of the Council of State was
challenged by the CMB before the Council of Administrative Chambers of the Council of State which ruled for the revoke of the
stay of execution on February 2, 2012. Prior to the decision rendered by the Council of Administrative Chambers, on October 10,
2011, the Company had applied to the 13th Chamber of the Council of State to join and become a party in this lawsuit on the
side of the defendant CMB. RTHS also submitted a detailed petition explaining why the challenge by the CMB should be upheld.
On September 20, 2012, the court accepted RTHS request to become a party to the lawsuit on the side of the defendant CMB.
However, following the preliminary review of stay of execution claims, the 13th Chamber is yet to review the merits of the case.

As of the date of this report, management believes that no capital outflow or material impact on the income statement will arise
out of the pending case and therefore no special reserve has been allocated as of the reporting date.

viii. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is ` 49.84
Lakhs (Previous Year ` 1,249.03 Lakhs).

27. Operating Leases

The Company and its Indian Subsidiaries has taken cancelable operating leases for its office premises, which is for a period
ranging from 11 months to 9 years.
With respect to Overseas subsidiaries, at the reporting date there are outstanding commitments under non-cancellable operating
land lease, which fall due as follows:
` in Lakhs

` in Lakhs
i. Bank Guarantee
ii. Bills Discounted
iii. Channel financing
iv. Factoring
v. Claims not acknowledged as debts

114

31-Mar-2015

31-Mar-2014

556.83
6,200.79
1,975.00
7,525.00
359.36

485.34
9,396.64
4,603.70
8,212.50
337.68

Payable within one year

Payable after one year
Total

Annual Report
20142015

97.03
19,009.36*
1,813.64

26. Contingent Liabilities & Commitments

Particulars

97.03
999.01
1,566.34

vii. Lawsuit filed by Redington Turkey Holdings S.A.R.L (RTHS)

* Commission to non whole-time directors requires approval of shareholders at the ensuing Annual General Meeting

Description

31-Mar-2014

* The Income tax demand on the Company of ` 129 Crores (besides interest of `78 Crores) arising mainly on account of tax on
capital gains from the transfer of Companys investment in an overseas subsidiary to another overseas step-down subsidiary
raised for the assessment year ended on March 31, 2009 has been set aside by the Income Tax Appellate Tribunal, Chennai vide
its order dated July 7, 2014. The Company has not received any intimation to date from the Income tax department contesting
the Appellate order of Income Tax Appellate Tribunal.

2,564.06
2,286.64
863.78
2,741.57
741.83
1,622.15
1,395.08
10.57
73.31
860.20
765.94
201.08
2,093.82
2,338.89
4,165.51
66,016.34

31-Mar-2015

31-Mar-2015

31-Mar-2014

357.01
420.11
777.12

279.67
368.50
648.17

Annual Report

Contents

20142015

115

2,800,509.49

731,016.50

3,850.40

3,162,267.40

838,291.15

4,258.69

2,800,509.49
3,162,267.40

2013-14

5,686.98
5,056.15

2014-15

3,850.40
4,258.69

Total

510,248.20
580,269.70

` in Lakhs

48,511.39

731,016.50

55,546.22

838,291.15

2,800,509.49
3,162,267.40

2,800,509.49
3,162,267.40

2013-14
2014-15

Total

` in Lakhs

The Company and its Indian subsidiaries, wherever, applicable have recognized Mark to Market (MTM) loss of ` 3.30 Lakhs
(Previous Year loss of ` 9.86 Lakhs) relating to forward contracts and other derivatives entered into to hedge the foreign currency
risk of highly probable forecast transactions that are designated as effective cash flow hedges, in the Hedge Accounting reserve
as part of the Shareholders Funds. The MTM net loss on undesignated/ineffective forward contracts amounting to ` 19.70 Lakhs
(Previous Year ` 23.25 Lakhs) has been recognized in the Statement of Profit and Loss.

30. Related party disclosures (As per AS 18)

Parties having Significant Influence on the

Company

Harrow Investment Holding Limited, Mauritius *

(Ceased to be a party having significant influence in the current financial year)
Synnex Mauritius Limited, Mauritius *

Redington Employee Share Purchase Trust*

608.88

3) Nature of Transactions
` in Lakhs

734.76

Nature of Transactions

78.97

Deficit absorbed
Nature of Transactions

2013-14
Party Where
Control Exists

0.11

0.03

NIL

0.11

2014-15

2013-14
Parties having
Significant
Influence

Harrow Investment Holding Limited, Mauritius

3,162.55

Dividend Paid

756.25

336.11

Nil

28,650.40

848.66

377.18

Proceeds from sale of Long-Term investments (Refer Note 2 (A(ii))

Synnex Mauritius Limited
Dividend Paid

` in Lakhs
Nature of Transactions

2014-15

2013-14

Associate
Company

Associate
Company

* Refer Note 2(A(ii))

Depreciation

Other Information

Segment Assets

Total

Inter-segment

External

Revenue

Particulars

Redington (India) Investments Limited

Interest Income
Equity Contribution
Loan settled

Annual Report
20142015

2014-15
Party Where
Control Exists

Redington Employee Share Purchase Trust

3,523.93

8,526.39
(992.68)

(8,303.76)

19,923.48

(1,398.18)

82,498.39

26,085.19
-

4,651.50

Party where the Company has control

Dividend Paid

Refer note 31 below for remuneration

* Represents related parties with whom transactions have taken place during the year.

703,559.31

2,738,922.79
3,088,605.99

Mr. R. Srinivasan, Managing Director (Till October 17, 2014)

Mr. Raj Shankar, Managing Director (From October 17, 2014)
Mr. M Raghunandan, Whole-Time Director

2) Names of the related parties

805,195.24

65,238.97

(8,836.98)

8,408.90

(8,303.76)
(8836.98)
5,678.13
6,490.30
132.36
2,493.27

76,008. 09 59,560.83
4,519.14
2,736,429.52
3,086,259.31

2,346.68

2013-14
2014-15
2013-14
2014-15
2013-14
2014-15
2013-14
2014-15
2013-14

Others
Financial Services*
Distribution
Secondary Segment

* Includes loss to the Group of `906.99 lakhs (Refer Note 2(A(ii)))

3,101.24
4,510.18
2,585.74
545.97
Capital Expenditure

2,555.06
2,827.71
1,295.34
1,430.98
Depreciation

2014-15

Eliminations

Corporate
Unallocated

248.87
756.55
(1,074.67)
(2,570.97)
306,640.51
377,808.65
204,433.49
204,275.47
Segment Liabilities

Other Information

8,526.39
8,408.90

(578.25)

(7,317.91)
(9089.73)

(557.60)
21,362.57

442,675.76
546,412.78

25,034.93
27,727.07*

287,132.26
292,559.20

31,068.89
Segment results

Segment Assets

(8,303.76)
(8,836.98)
1,603,820.16
1,863,789.06
1,204,993.09
1,307,315.32
Total

(8,303.76)
(8836.98)

1,597,276.75

6,543.41
7,515.25

1,856,273.81
1,203,232.74

1,760.35
1,321.73

1,305,993.59
External

Revenue

2014-15
Particulars

Inter-segment

2013-14
2014-15
2013-14
2014-15
2013-14
2014-15

India

2013-14

Overseas

Eliminations

Corporate
Unallocated

1) Key Management Personnel

Primary Segment

The Company has identified geographical segment as its primary segment. Geographical segments are reported viz., India and Overseas. Secondary segment identified are
Distribution, Financial Service business and others. Others include Service income and supply chain business.

28. Segment Reporting

116

29. Accounting for Financial Instruments

Nil

0.50

5.00

Nil

Nil

5.00

Annual Report

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20142015

117

118

Annual Report
20142015

33,664.73
38,652.89
100.00
100.00
220,768.30
258,021.45
100.00
100.00
Total

(2,128.53)

(2,383.63)
(6.32)

(6.17)
18,639.09

20,604.34

7.98
Minority Interests(Foreign)

Associate(Indian)

8.44

2,268.25
3,308.56
6.73
8.56
12,033.43

46.64
46.56
105,976.41
132,623.14

15,494.41
5.46

17,998.25

15,701.36

2,195.21
6.52
-

443.26

(28.25)
439.78

598.59
1.32

(0.09)
1.14

1.55
993.60

(183.11)

968.53
1,403.49

(445.72)
(0.54)

2.88
3.63

(1.15)

2013-14

14,428.01
17,733.57

2014-15
2013-14

42.86

1,246.52

3,396.27

172.42
685.39

1,592.19

48.00

6.01

ii. The Company has made additional equity investment of ` 635.41 Lakhs in its wholly-owned subsidiary Redington International
Mauritius Limited on May 27, 2015.

Redington Distribution Pte. Limited (RDPL)

50,690

51.40

April 23,2015

No of Shares

Redington International Mauritius Limited (RIML)Before Minority Interest

Date of allotment

b. Foreign

i. Equity shares of ` 2/- each fully paid up were issued and allotted pursuant to the exercise of stock options under Employee
Stock Option Plan 2008.

32. Event occurring after Balance Sheet date

Easyaccess Financial Services Limited

8.94
860.39

0.45

4.91
850.89

0.08

Total

0.62

Contribution to provident fund

851.45

0.27

845.98

ProConnect Supply Chain Solutions Limited

Salaries and Bonus

2013-14

Ensure Support Services (India) Limited

2014-15

800.82

Particulars

4,799.60

` in Lakhs

0.56

Remuneration paid to the Managing Director and Joint Managing Director from Wholly-owned overseas subsidiary

1.54

The tenure of appointment of Whole-Time Director came to end on February 28, 2015. The Board of Directors at their meeting
held on February 2, 2015 have approved the re-appointment of Whole-Time Director for a further period of one year with effect
from March1,2015 subject to the approval for shareholders in the ensuing Annual General Meeting.

0.31

40.00

1.86

40.00

Nook Micro Distribution Limited

Remuneration paid to Whole-Time director

2013-14

Cadensworth (India) Limited

2014-15

a. Indian

Nature of Transactions

Subsidiaries:

` in Lakhs

45.88

31. Key Managerial Remuneration

2014-15

Related parties are as identified by the management.

78,310.56

634.63

31-Mar-14

1,755.25

905.50

81,421.56

1,940.00

Amount receivable at the year end

31-Mar-15

Loan outstanding at the year end

35.47

1,800.00

31-Mar-14

2,340.00

1,740.00

31.55

1,940.00

Loan settled

31-Mar-15

Loan disbursed

Parent

160.09

Name of the Entity

213.67

Amount in
` in Lakhs

Interest Income

As a %
Consolidated Net Profit

2.32

Amount in
` in Lakhs

1,937.07

Nil

As a % of
Consolidated Net Assets

Sales/Service Charges Expenses

Share in Profit

Sales/Service Charges Income

Net assets (Total assets less Total liabilities)

4,055.69

Currents Technology Retail (India) Limited

` in Lakhs

Subsidiary of
Associate

33. Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the
CompaniesAct,2013

Subsidiary of
Associate

Annual Report

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20142015

119

The impact on the profit of the Group as at the year end and the basic and diluted earnings per share, had the group followed the fair
value method of accounting for stock options is set out below:
` in Lakhs

34. The Group is required to spend ` 524.19 Lakhs on "Corporate Social Responsibility (CSR)" during the financial year 2014-15. The
Group has accordingly constituted a CSR Committee which has approved the budgeted expenditure to be spent on identified
areas / projects and the management is committed to spend this amount during the financial year 2015-16. Accordingly a
provision for the said amount has been made in these financial statements. The Group has also earmarked the funds for meeting
the expenditure by transferring the amount of ` 524.19 Lakhs to a separate bank account opened for this purpose (Refernote18).

Particulars

2014-15

2013-14

Profit after tax as per Statement of Profit and Loss (a)

38,652.89

33,664.73

Add: Employee Stock Compensation Expense as per Intrinsic Value Method

35. Employee Stock Option Plan 2008

Less: Employee Stock Compensation Expense as per Fair Value Method

The Group follows intrinsic value method of accounting for employee stock options. No compensation costs have been recognized
in these accounts as the options have been granted at the prevailing market prices.
Particulars
Date of Grant
Exercise Price(`)*

Profit after tax recomputed for recognition of employee stock compensation expense
under fair value method (b)

NIL

NIL

(33.60)

(83.91)

38,686.49

33,748.64

Earnings per share based on earnings as per (a) above

Grant I

Grant II

Grant III

Grant IV

Grant V

29-Feb-08

25-Jul-08

28-Jan-09

22-May-09

5-Dec-11

Basic

9.67

8.43

348.05

319.90

130.00

165.00

396.50

Diluted

9.67

8.42

Vesting commences on

28-Feb-09

24-Jul-09

27-Jan-10

21-May-10

4-Dec-12

Options granted

2,335,973

11,000

276,143

25,000

173,212

Options lapsed

575,067

4,000

38,550

Options vested

1,760,906

7,000

276,143

25,000

134,662

Options exercised at the beginning of the year

1,722,225

6,250

276,143

25,000

1,000

Options exercised during the year

23,378

20,816

Total options outstanding and not exercised as on

March 31, 2015

15,303

750

112,846

Earnings per share had fair value method been employed for accounting of employee
stock options as per (b) above

Basic

9.68

8.45

Diluted

9.68

8.44

* Employee Stock Compensation Expense for the year as per Fair Value is a net credit on account of cancellation/lapse of
Options, as these cost have already been considered in the previous years when the options were outstanding.
36. The figures of the previous year have been regrouped wherever necessary to conform to the classification of the current year.

* Out of the total grant of options in 2008, 1,959,830 options were repriced at ` 130/- on 28 January, 2009 and 75,000 options
were repriced at ` 165/- on May 22, 2009

For and on behalf of the Board of Directors

Out of the lapsed options the Board/Committee of directors at their meetings had approved reissue of options as follows
Date of Grant

25-Jul-08

28-Jan-09

22-May-09

5-Dec-11

No. of options

11,000

276,143

25,000

173,212

Raj Shankar
Managing Director
(DIN-00238790)

M Raghunandan
Whole Time Director
(DIN-00082171)

S V Krishnan
Chief Financial Officer

M Muthukumarasamy
Company Secretary

The fair value of options based on the valuation of the independent valuer as of the respective dates of grant are given below:

120

Grant Date

29-Feb-08

Fair Value

171.33

Repriced on Repriced on
28-Jan-09
22-May-09
25.56

33.04

25-Jul-08

Repriced on
28-Jan-09

28-Jan-09

22-May-09

5-Dec-11

159.71

23.77

47.46

79.82

171.72

Place: Chennai
Date: May 27, 2015

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121

122
Annual Report

20142015
Annual Report

3
Contents

4
20142015

123

March 31, 2015

Nook Micro Distribution Limited

Cadensworth (India) Limited
ProConnect Supply Chain Solutions Limited
Ensure Support Services (India) Limited
Redington International Mauritius Limited
Redington Distribution Pte. Limited
Redington Gulf FZE
Redington Egypt Limited
Redington Nigeria Limited

1
2
3
4
5
6
7
8
9

QAR
BHD

March 31, 2015

March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015

12 Cadensworth FZE
13 Redington Middle East LLC
14 Ensure Services Arabia LLC
15 Redington Africa Distribution FZE
16 Redington Qatar WLL

AKZ
ZAR

March 31, 2015

March 31, 2015
March 31, 2015

26 Redington Angola, LDA

27 Ensure IT Services (PTY) Ltd
28 Redington Turkey Holdings S.A.R.L.

TZS

March 31, 2015

44 Ensure Technical Services Morocco Limited (Sarlau)

March 31, 2015

March 31, 2015

47 Redington Senegal Limited, SARL

48 Redington Saudi Arabia for Distribution

Redington (India) Investments Limited and

itsSubsidiary*

SAR

XAF

AED

USD

MAD

AED

GHC

TZS

UGX

KES

NGN

AED

AED

KZT

RWF

205.00

455.00

130.13

2,000.00

16.6250

0.0016

17.0150

63.0350

6.2762

17.0150

16.4029

0.0338

0.0210

0.6760

0.3140

17.0150

17.0150

0.3445

0.0912

0.4669

0.7980

63.0350

17.1625

March 31, 2015

12,057.54

10.00

56,982.56

42,425.02

20,940.92

5,703.15

684.70

29,799.12

9,618.44

Total
Liabilities

4.41

281.25

35.76

0.29

18.83

0.03

51.05

3.15

137.17

0.68

91.12

34.33

82.89

34.33

170.15

166.25

51.05

170.15

6.76

243.51

31.40

4,488.75

0.08

8.51

0.11

6.28

51.05

41.99

0.34

1.05

6.76

3.14

51.05

170.15

48.22

132.79

23.94

153.81

171.63

47.62

625.79

29,350.48

795.38

6.50

3,630.47

3,029.07

520.12

2,546.25

222.37

197.20

161.47

38,222.34

867.22

34,614.81

12,710.27

4,697.77

59,788.89

24,304.52

8,176.03

2,340.33

1,062.55

7,447.69

2,44,310.01

12,237.61

7,732.67

55,997.15

34,748.49

Turnover

47.62

16,455.84

157.02

198.48

0.97

244.44

199.22

140.47

226.24

120.35

264.98

1,932.82

21,165.37

37,015.00

7,454.66

99.58

2,134.17

21.49

5,951.76

15,688.11

79,432.29

26,380.21

723.70

7.11

3,528.55

3,001.74

178.39

2,483.22

68.82

267.81

58.20

38,054.89

583.01

31,426.29

508.83

3,989.63

59,146.55

14,999.50

8,212.03

1,826.13

1,255.07

6,817.49

4.80

16,507.77

212.28

172.66

6.91

283.19

321.66

130.33

154.18

470.87

3,337.06

12,043.32

1,938.80

Shareholding is more than 20%

(15.89)

48.03

0.82

766.25

891.25

3,352.31

Total
Liabilities

226.10

0.13

(126.34)

0.52

(20.30)

(67.07)

42.47

(21.67)

16.56

(26.26)

(11.18)

72.95

67.18

Place: Chennai
Date: May 27, 2015

Abbreviation:
INR - Indian Rupee; AED - UAE Dirham; QAR - Qatari Riyal; OMR - Omani Riyal; USD - US Dollar; NGN - Nigerian Naira; KES - Kenyan Shilling; SAR - Saudi Riyal; EGP - Egyptian Pound;
BDT - Bangladesh Taka; TZS - Tanzania Shilling; BHD - Bahrain Dinar; GHC - Ghanaian Cedi; UGX - Uganda Shilling; LYD - Libyan Dinar; MAD - Moroccan Dirham; XAF - Central African Franc;
ZAR - South African Rand; RWF - Rwandan Franc; KZT - Kazhakstani tenge; AKZ - Angolan Kwanza; LKR - Srilankan Rupee

S V Krishnan
Chief Financial Officer

Raj Shankar
Managing Director
(DIN-00238790)

M Muthukumarasamy
Company Secretary

M Raghunandan
Whole Time Director
(DIN-00082171)

For and on behalf of the Board of Directors

225.91

288.60

731.45

(445.72)

3,305.58

5,702.57

439.78

598.59

1,403.49

557.68

110.88

8.67

35.65

3.70

0.65

3.39

(0.51)

13.49

72.92

49.08

(15.89)

2.55

0.43

602.97

(5.00)

Loss
considered in
consolidation

188.77

0.13

(126.34)

0.41

(20.30)

(67.07)

32.09

(15.17)

11.51

(26.26)

(11.18)

72.95

67.18

891.25 1,696.53

(1,244.65)

(10)

4,856.78 1,093.42

Networth
attributable

37.33

0.11

10.38

(6.50)

5.05

45.48

0.39

163.28

951.47

22.30

(0.72)

63.38

1.10

21.71

1.52

(46.22)

1.56

57.97

2.69

213.26

16.27

320.72

87.54

221.60

43.81

22.89

88.54

127.44

71.81 13,596.81 6,818.56

6,731.73 1,874.95

1,062.35

30.97

(0.72)

99.03

8,485.98 (1,244.65)

8,447.22

9,220.05

91,496.07

3,27,225.22

1,155.84

3.15

7,119.15

7,321.52

2.18
21.71

3,041.26

(46.22)

4.95

57.45

2.69

226.75

16.27

393.64

87.54

221.60

43.81

22.89

88.54

176.52

(` In Lakhs)

100

100

100

51

100

100

100

100

100

100

100

100

100

100

100

100

100

99.78

100

49.4

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

(363.19)

Loss not
considered in
consolidation

(` In Lakhs)

75

100

100

51

100

49

100

100

100

100

99.90

49.00

49

100

100

100

99

99.78

100

49.4

100

100

100

100

100

49

100

65

100

100

49

100

49

100

100

49

100

100

70

100

100

100

100

100

100

100

100

100

Owner- BeneProvision
Profit after Proposed ship
ficial
for
tax
dividend Interest Interest
taxation
%
%

4,429.56 1,123.98

5,702.57

665.69

887.19

2,134.94

(445.72)

Profit
before
taxation

7,423.62

483.27

31,754.66

366.03

2,820.06

12,701.34

4,634.68

2,28,936.62

70,893.87

23,911.10

2,655.30

4,693.54

18,714.93

Reason for significant influence

21,135.31

157.21

77.87

1.71

215.80

181.72

181.28

216.85

137.63

250.04

1,937.80

21,279.01

37,793.77

5,570.69

91.47

2,423.59

59.15

7,296.93

16,778.43

Beneficial
interest

190.72

0.11

(129.12)

0.63

(34.92)

(68.55)

(1.18)

(9.73)

16.23

(21.70)

1.84

62.60

608.62

(1,932.20)

(8.11)

156.63

13.72

1,191.36

918.69

27,072.27 1,20,573.35

2,689.02

35.92

(0.89)

83.09

27.30

290.68

59.88

16.37

(71.29)

12.15

133.12

201.32

3,154.20

12,031.29

541.89

591.29

9,134.87

(42.77)

270.69

(223.93)

Redington Gulf FZE, Iraq, Ensure Technical Services (PTY) Limited, South Africa, Paynet Odemet Hizmetleri Anonim Sirketi are yet to commence their operations.

100,000

6,388.54

2,276.89

34,598.72

10,419.26

Total Assets

65,332.45 1,02,961.49

480.39

1,137.19

4,669.47

(1,199.18)

Reserves &
Surplus

2,041.80 1,25,652.85 4,11,938.57 2,84,243.92 12,08,504.08 13,668.61

2,500.00

63.0350 14,068.78

62.5000

5.1175

0.5791

6.2762

0.0338

17.0150

0.0210

45.7236

0.6760

16.4029

17.1650

165.7750

17.1650

17.0150

16.6250

17.0150

17.0150

0.6760

162.3375

0.3140

8.8153

17.0150

62.5000

62.5000 16,688.12

1.0000

1.0000

1.0000

1.0000

Share
Capital

Reporting Period/
Shares
Amount of Ownership
Latest Audited
Held by the
investment
interest
Balance sheet date Company

* Includes its Subsidiary Currents Technology Retail (India) Limited

Sl.
Name of Company
No.

Part (B) Associate and its subsidiary

Note: No investments made other than investment in subsidiairies.

March 31, 2015

46 Ensure Digital FZ LLC

Decmeber 31, 2014

March 31, 2015

43 ProConnect Supply Chain Logistics LLC

45 ADEO Biliim Danmanlk Hizmetleri Sanayi ve
Ticaret Anonim irketi

March 31, 2015

March 31, 2015

41 Ensure Technical Services Tanzania Limited

42 Ensure Ghana Limited

March 31, 2015

March 31, 2015

39 Ensure Technical Services Kenya Limited

March 31, 2015

40 Ensure Services Uganda Limited

March 31, 2015

38 Ensure Solutions Nigeria Limited

March 31, 2015

Decmeber 31, 2014

34 Redington Rwanda Limited

35 Redington Kazakhstan LLP
37 Ensure Middle East Trading LLC

March 31, 2015

33 Redington SL (PRIVATE) LTD

March 31, 2015

BDT

March 31, 2015

32 Redington Bangladesh Limited

36 Ensure Gulf FZE

USD

31 Sensonet Teknoloji Elelektronk Ve Blsm Hzmetler Decmeber 31, 2014

Sanay Ve Tcaret Lmted rket

LKR

AED

30 Arena International FZE

USD

Decmeber 31, 2014

Decmeber 31, 2014

29 Arena Bilgisayar Sanayi Ve Ticaret Anonim irketi

USD

MAD

March 31, 2015

March 31, 2015

AED

UGX

24 Redington Tanzania Limited

March 31, 2015

23 Cadensworth UAE LLC

LYD

25 Redington Morocco Ltd

March 31, 2015

22 Redington Uganda Limited

KES

March 31, 2015

March 31, 2015

20 Redington Kenya EPZ Limited

21 Africa Joint Technical Services Company

GHC

March 31, 2015

19 Redington Limited, Ghana

QAR

March 31, 2015

March 31, 2015

17 Ensure Services Bharain SPC

18 Redington Qatar Distribution Company W.L.L

AED

SAR

AED

AED

KES

OMR

March 31, 2015

March 31, 2015

10 Redington Gulf and Co. LLC

NGN

EGP

AED

USD

USD

INR

INR

INR

INR

Reporting Exchange
Currency
Rate

11 Redington Kenya Limited

March 31, 2015

Decmeber 31, 2014

March 31, 2015

March 31, 2015

March 31, 2015

March 31, 2015

March 31, 2015

March 31, 2015

Reporting Period

Sl.
Name of Company
No.

Part (A) SUBSIDIARIES

FORM - AOC1
Salient Features of Financial Statements of Subsidiaries/Associates as per Companies Act, 2013

REDINGTON (INDIA) LIMITED

10. To consider and if thought fit, to pass, the following as an Ordinary Resolution:

Regd. Office: SPL Guindy House, 95, Mount Road, Guindy, Chennai 600 032
CIN : L52599TN1961PLC028758
Website: www.redingtonindia.com
Email id: [email protected]
Phone No.: 044 42243353
Fax No.: 044 22253799

"RESOLVED THAT pursuant to the provisions of Section 143(8) and any other applicable provisions of the Companies Act,
2013 and the rules made thereunder, as amended from time to time, approval of the Company be and is hereby accorded to
appoint Ernst & Young LLP as Auditor(s) for the Branch Office of the Company at Singapore, on such terms and conditions
as may be fixed by the Board of Directors in consultation with Audit Committee".

11. To consider and if thought fit, to pass, the following as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 197 and any other applicable provisions of the Companies Act, 2013
and the rules made thereunder, as amended from time to time, and pursuant to Clause 49 (II) (C) of the Listing Agreement,
approval of the company be and is hereby accorded for payment of remuneration to the Directors of the Company, other
than the Whole-time Directors, by way of Commission up to a limit of 1% of the net profits of the Company computed in
accordance with the provisions of Section 198 of Companies Act, 2013 for a period of five years commencing from financial
year ended 31st March 2015, to be divided in such manner as the Board of Directors may determine and deemfit".

By Order of the Board

For Redington (India) Limited

NOTICE
NOTICE is hereby given that the TWENTY SECOND ANNUAL GENERAL MEETING of the Company will be held on Monday,
3rdAugust 2015 at 10.00 A.M. at the Mini Hall, Narada Gana Sabha, No. 314, T.T.K. Road, Alwarpet, Chennai 600 018, to
transact the following business:

ORDINARY BUSINESS:

Plase :
Date :

1. To receive, consider and adopt the Standalone audited Balance Sheet as at 31st March 2015, the Statement of Profit and
Loss and Cash Flow Statement for the financial year ended on that date and the Report of Auditors and Directors thereon.

Chennai
May 27, 2015

M. Muthukumarasamy
Company Secretary

2. To receive, consider and adopt the Consolidated audited Balance Sheet as at 31st March 2015, the Statement of Profit and
Loss and Cash Flow Statement for the financial year ended on that date and the Report of Auditors thereon.
3. To declare Dividend on the equity shares of the Company for the Financial Year ended 31st March 2015.
4. To appoint a Director in place of Mr. N. Srinivasan (DIN 00004195), who retires by rotation and being eligible, offers himself
for re-appointment.

Notes:
1. The relative explanatory statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the business under
items 8 to 11 is attached hereto.

5. To appoint a Director in place of Mr. R. Jayachandran (DIN 00769254), who retires by rotation and being eligible, offers himself
for re-appointment.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER. A BLANK PROXY FORM IS
ENCLOSED FOR USE BY MEMBERS, IF REQUIRED. THIS MUST BE SUBMITTED WITH THE COMPANY'S REGISTERED
OFFICE AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PERSON CAN ACT AS PROXY
ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN
PERCENT (10%) OF THE TOTAL SHARE CAPITAL OF THE COMPANY.

6. To appoint a Director in place of Mr. R. Srinivasan (DIN 00575854), who retires by rotation and being eligible, offers himself
for re-appointment.
7. To appoint Auditors to hold office for one year from the conclusion of this Meeting until the conclusion of the next Annual
General Meeting on such remuneration to be fixed by the Board of Directors. M/s. Deloitte Haskins & Sells, Chartered
Accountants (Registration No: 008072S), the retiring Auditors, are eligible for re-appointment.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, 28th July 2015 to
Monday, 3rd August 2015 (both days inclusive) for the purpose of payment of Dividend.

SPECIAL BUSINESS:
8. To consider and if thought fit, to pass, the following as an Ordinary Resolution:

4. The Dividend as recommended by Board of Directors if approved at the meeting, will be paid as under:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act,
2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time,
read with Schedule IV to the Act and Clause 49 of the Listing Agreement, Ms.Suchitra Rajagopalan (DIN 07004299), who
was appointed as an Additional Director of the Company by the Board of Directors with effect from 29thSeptember2014, in
terms of Section 161(1) of the Act and Article 26(b) of the Articles of Association of the Company and whose term of office
expires at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member
proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company
to hold office for a term of three consecutive years up to 29th September 2017."

to all beneficial owners in electronic form as per data made available by National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
to all members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests
lodged with the Company on or before the close of business hours on 27th July 2015.
5. All correspondence with regard to share transfers/dividends and matters related therewith may be addressed directly to the
Company's Registrar and Share Transfer Agents at M/s. Cameo Corporate Services Limited, 'Subramanian Building', No. 1,
Club House Road, Chennai - 600 002.
6. The members are requested to lodge/notify the transfer deeds, communication for change of address, Bank details, ECS
details, wherever applicable, mandates (if any) with the Company's Registrars and Share Transfer Agents, M/s. Cameo
Corporate Services Ltd., for shares held in physical mode.

9. To consider and if thought fit, to pass, the following as an Ordinary Resolution:

124

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies
Act, 2013 and the rules made thereunder, as amended from time to time, read with Schedule V to the Companies Act, 2013,
approval of the Company be and is hereby accorded to the re-appointment of Mr. M. Raghunandan (DIN 00082171) as
Whole Time Director of the Company for a period of one year with effect from 1st March 2015 on the terms and conditions as
set out in explanatory statement attached to this notice.

7. The members / beneficial owners holding shares in electronic form are requested to lodge the above details to their depository
participants and not to the Company or to the Registrar and Share Transfer Agents of the Company, as the Company is
obliged to use only the data provided by the Depositories while making payment of dividend.

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125

The Instructions for members for e-voting are as under

8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to
vote.

A. In case of members receiving e-mail from NSDL:

9. The Companies Act, 2013 authorises the Company to send all statutory communications via email to the members who have
registered their email ID. The Company, therefore, requests

i. (a) For members whose e-mail addresses have been registered: Open the attached PDF file "Redingtonevoting.pdf" by
giving your "Client ID" (in case you are holding shares in demat mode) or Folio No. (In case you are holding shares in
physical mode) as default password. This contains your "User ID" and "Password" for e-voting.

a. The members who are holding shares in Physical mode to submit their valid E-mail ID to M/s. Cameo Corporate Services
Limited, the Registrar and Share Transfer Agents, by quoting their folio number and also any change therein from time to time

(b) For members who have not registered their email address: please refer to the "User-Id" and "Password" printed on
thenotice.

and

ii. Please note that the Password is an initial password.

b. The members / beneficial owners holding shares in dematerialized form are requested to inform/update their valid E-mail
ID to their respective depository participants from time to time.

iii. Open internet browser and enter the URL:http// www.evoting.nsdl.com.

iv. Click on "Shareholders Login".

10. Members/Proxy holders are requested to produce the admission slip duly completed and signed at the entrance of the
auditorium.

v. Enter User Id and Password as initial password as mentioned in step (i) (a) or (b) above and click Login.

For security purposes, the company strongly urges you to change your initial password once you login into the
website.

11. The detailed information of Unclaimed Dividend is uploaded in the Company's website www.redingtonindia.com for the
benefit of members.

vi. Password Change Menu appears. Change the password with the new password of your choice with minimum 8 digits/
characters or combination thereof.

12. Members who have not yet en-cashed the dividend warrants for the financial years from 2007-08 to 2013-14 are requested
to present the same for revalidation to our Registrar and Share Transfer Agents. The unclaimed and unpaid dividend for
the financial year 2007-2008, is due to be transferred to the Investor Education & Protection Fund on 27th August 2015.
Members, who are yet to claim the final dividend for the said financial year, are requested to submit their claims to the
Registrar & Share Transfer Agent, viz., M/s. Cameo Corporate Services Ltd.

vii. Please note your new password. We strongly recommend that you do not share your new password and take utmost care
to keep your password confidential.
viii. In case you are already registered with NSDL, you can use your existing User ID and Password for casting your e-vote.
ix. Home page of "e-voting" opens. Click on "e-voting-Active Voting Cycles".

13. SEBI, vide its circular dated 21st March 2013 has mandated all the Companies to print the bank account details of the
investors on the payment instruments. Hence, while making revalidation requests the Members are requested to give their
bank account details to print the same in the dividend payment instruments.

x. Select "EVEN" of Redington (India) Limited.

xi. Now you are ready for "e-voting" as "Cast Vote" page opens.
xii. Cast your vote by selecting appropriate option and click "Submit" and also "Confirm" when prompted.

14. Brief profiles of the Directors seeking appointment/re-appointment at the Annual General Meeting are provided in
AnnexureAtothis notice.

xiii. Upon confirmation, the message, "Vote cast successfully" will be displayed. Once you have voted on the resolution, you will
not be allowed to modify your vote.

15. Electronic copies of the Annual Report and Notice are being sent to all the members whose email IDs are registered with the
Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the
same. For members who have not registered their email address, physical copies of the Annual Report and Notice is being
sent in the permitted mode.

xiv. Institutional Shareholders (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned copy (PDF/JPG format)
of the relevant Board Resolution / Authority Letter, etc. together with attested specimen signature of the duly authorised
signatory (ies) who is/are authorized to vote, to the Scrutiniser through email on [email protected] with a copy
marked to [email protected].

Voting through Electronic means:

xv. The e-voting period commences on 30th July 2015 (9:00 am) and ends on 2nd August 2015 (5:00 pm). The e-voting module
will be disabled by NSDL for voting thereafter.

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company offers remote e-voting facility (e-voting from a place other than venue of the AGM) to
all the members of the Company to cast their votes electronically on all the resolutions set forth in the notice. The Company has
availed the facilities with National Securities Depositories Limited (NSDL) for facilitating e-voting. The Notice to the Meeting, inter
alia explains the process and manner of e-voting.

xvi. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual
for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
xvii. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending
future communication(s).
xviii. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on
the cut-off date i.e. 27th July, 2015.

The facility for voting shall also be made available at the venue of the AGM. The members attending the meeting, who have not
already cast their vote through e-voting shall be able to exercise their voting rights at the meeting. The members who have already
cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

xix. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and
holding shares as of the cut-off date i.e. 27th July, 2015, may obtain the login ID and password by sending a request at
[email protected] or [email protected].

The Company has appointed Ms CS R Bhuvana, Practising Company Secretary, as the 'Scrutiniser' for conducting the E-Voting
process in a fair and transparent manner.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password
for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password"
option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

The Board of Directors has appointed Mr. S. V. Krishnan, Chief Financial Officer and Mr. M. Muthukumarasamy, Secretary of the
Company as the persons severally responsible for the entire e-voting process.
The Scrutiniser shall immediately after the conclusion of the General Meeting, unblock the votes in the presence of at least two(2)
witnesses not in the employment of the Company and shall make a consolidated Scrutinizer's Report of the votes cast in favour or
against, if any, forthwith to the Chairman within a period not exceeding three (3) working days from the conclusion of the General
Meeting.

xx. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed
to vote again at the AGM
xxi. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM
through ballot paper.

The results would be declared at or after the date of AGM of the Company by the Chairman or the person authorised by him. The
Results declared along with the Scrutiniser's Report shall be placed on the Company's website www.redingtonindia.com and on
the website of NSDL and shall be forwarded to the Stock Exchanges.

126

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Your Directors recommend the resolution set out in the notice above, for the approval of members.

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered
with the Company/ Depository Participants or requesting physical copy] , the initial password is provided as below at
the bottom of the Attendance Slip
EVEN (E-Voting Event Number)

USER ID

None of the Directors except Mr. M. Raghunandan (DIN: 00082171), Key Managerial Personnel of the Company or their relatives
are concerned or interested in the resolution set out in item No. 9 to this Notice.
A Brief profile of Mr. M. Raghunandan (DIN: 00082171) is provided at Annexure A of this Notice.

PASSWORD

Item No. 10
To meet an increased demand for software products among certain Indian customers to be billed from Singapore in Dollar terms,
the Company incorporated a Branch office in Singapore. Provisions of Companies Act, 2013 provides that the branch office of
the Company should be audited either by the statutory auditor of the Company or by any other qualified person.

Explanatory Statement to the Notice

While, the Statutory Auditors of the Company, Deloitte Haskins & Sells, Chartered Accountants can extend their audit service to
the Company's Branch office at Singapore, it will not meet the local regulations at Singapore and would require another auditor
to be appointed separately.

Item No. 8
The Board of Directors at their meeting held on 29th September 2014, appointed Ms. Suchitra Rajagopalan (DIN: 07004299) as
an Additional Director under Section 161(1) of the Companies Act, 2013 ("The Act") and Article 26(b) of the Articles of Association
of the Company and as an Independent Non-executive Director of the Company for three consecutive years under Section 149
of the Act upto 29th September 2017. Her appointment is subject to the approval of shareholders.

To comply with the requirements of Companies Act, 2013, it is proposed to appoint M/s.Ernst & Young, LLP Singapore as
Auditors for the Branch office at Singapore.
Your Directors recommend the resolution set out in the notice above, for the approval of members.

The Company has received a notice under Section 160(1) of the Act from a member along with a requisite deposit amount
proposing Ms. Suchitra Rajagopalan (DIN: 07004299) for the office of Director.

None of the Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested in the resolution
set out in item No. 10 to this Notice.

Your Board of Directors believes that Ms. Suchitra Rajagopalan (DIN: 07004299) possesses requisite qualification, expertise
and experience for being appointed as an Independent Director. Further, in the opinion of the Board, Ms. Suchitra Rajagopalan
(DIN: 07004299) fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her appointment
as Independent Director of the Company and she is independent to the management. Hence, the Directors recommend the
resolution set out in the notice above, for the approval of members.

Item No. 11
The members of the Company at their meeting held on 31st July 2012 approved payment of Commission to Non-executive
Directors upto a limit of 1% of the net profits subject to applicable provisions of the Companies Act, 1956 for a period of five years
from the Financial Year ended 31st March 2012 to 31st March 2017.
The amended provisions of Listing Agreement requires that all fees / compensation, if any paid to non-executive directors, shall
require prior approval of shareholders in general meeting. Although the approval is valid till Financial Year ended 31stMarch2017, to
be in line with the requirement of amended Listing Agreement and provisions of Companies Act, 2013 and rules made thereunder,
it is proposed to seek the approval of the shareholders for the payment of commission to the Non-executive Directors upto the
limits specified under the Companies Act, 2013, for a further period of five years from the Financial Year ended 31stMarch2015.
This amount shall be apportioned among the Non Executive Directors as the Board may deem fit.

None of the Directors except Ms. Suchitra Rajagopalan (DIN: 07004299), Key Managerial Personnel of the Company or their
relatives are concerned or interested in the resolution set out in item No. 8 to this Notice.
A Brief profile of Ms. Suchitra Rajagopalan (DIN: 07004299) is provided at Annexure A to this Notice.
Item No. 9
Mr. M. Raghunandan (DIN: 00082171) was re-appointed as a Whole Time Director at the Annual General Meeting held on
2ndAugust 2013 for a period of two years with effect from 1st March 2013. His term of appointment as a Whole Time Director
of the Company came to an end on 28th February 2015. The Board of Directors of the Company at their meeting held on
2ndFebruary2015 re-appointed Mr. M. Raghunandan (DIN: 00082171) as a Whole Time Director of the Company for a further
period of one year with effect from 1st March 2015 subject to the approval of members.

Your Directors recommend the resolution set out in the notice above, for the approval of members.
None of the Directors other than the Non Executive Directors, Key Managerial Personnel of the Company or their relatives are
concerned or interested in the resolution set out in item No. 11 to this Notice.

Terms and Conditions of re-appointment of Mr. M. Raghunandan (DIN: 00082171) as a Whole Time Director are tabled below.
Basic Salary
: ` 1,00,000 /- per month
Allowances :
` 86,333 /- per month
Contribution to Provident Fund
: 12% of basic salary
Leave Travel Allowance
: As per the policy of the Company
Performance Linked Bonus
As may be approved by the Nomination and Remuneration Committee and Board of Directors subject to a maximum of
`32 Lakhs per annum.
Perquisites
Telephone The Company shall provide a mobile and telephone at residence for the official use of Mr. M. Raghunandan
(DIN: 00082171).
Minimum Remuneration
The remuneration as set out above may be paid as the minimum remuneration to Mr. M. Raghunandan (DIN: 00082171), in
the event of absence or inadequacy of profits in any financial year, provided that the total remuneration payable by way of
salary, perquisites and any other allowance shall not exceed the ceiling provided in Section II of Part II of Schedule V of the
Companies Act, 2013."

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4
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131

Mr. Raghunandan (DIN:

00082171) has a professional
experience of over 37 years
and has been associated with
Organisations like ITC Limited
and HCL Infosystems Limited
and has rich experience in
manufacturing, technology
transfer and projects. Prior
to joining the Company, Mr.
Raghunandan (DIN: 00082171)
was the President of Indian Food
Fermentations Limited

Ms. Suchitra Rajagopalan

(DIN: 07004299) has more
than 15 years of experience
in the areas of Financial and
Risk Management, Corporate
Governance and Audit.
Ms. Suchitra (DIN: 07004299)
was responsible for Internal Audit
in Volvo group companies in UK,
Benelux and India. Currently,
she is a Director-Corporate
Governance at AB, Volvo.

Experience

Commerce Graduate from The

Sydenham College of Commerce
and Economics, Mumbai with
an MBA from Warwick Business
School, UK

Finance and Corporate

Governance

Nil

Nil

Nil
Three years up to
29thSeptember 2017.
Nil

Qualifications

Expertise in
Specific Functional Area

Directorship in Indian Public

Limited Companies other than
Redington (India) Limited

Membership of Committees
in Indian Public Limited
Companies other than
Redington (India) Limited

Shareholding details in the

Company
Period of Appointment
Relationship between the
Directors Inter-se

Ms. Suchitra (DIN: 07004299)

is a member of the Legal Board
and Country Management Team
in Turkey, Morocco, Austria,
Germany and Russia and has
led legal restructuring projects
for Volvo globally incl. in Europe,
Middle East and Africa.

Mr. M. Raghunandan (DIN:

00082171) Joined the Company
in January, 1998, as a country
support manager and was
appointed as a Whole time
Director in the year 1999.

September 29, 2014

Date of Appointment/
Re-Appointment

Nil

One year with effect from

1stMarch 2015.

75 Shares

Nil

1. Nook Micro Distribution

Limited
2. Cadensworth (India) Limited

Professional Management

Engineering Graduate from the

Indian Institute of Technology,
Madras and MBA from the
Indian Institute of Management,
Ahmedabad

March 1, 2013
(Original date of appointment
March1, 1999)

November 1, 1947

February 9, 1973

Date of Birth

Mr. M. Raghunandan
(DIN:00082171)

Ms. Suchitra Rajagopalan

(DIN:07004299)

Name of the Director

Nil

Subject to retiring by rotation

Nil

Nil

1. Napier Health Care Solutions

(India) Limited
2. Easyaccess Financial
Services Limited

Finance and Business Strategy

He has undergone an Advanced

Management Program at the
Harvard Business School.

Chartered Accountant and

a member of the Institute of
Certified Public Accountant of
Singapore.

Mr. Jayachandran (DIN:

00769254) is the Singapore's
High Commissioner to the
Republic of Mauritius and
Chairman of the Hindu
Endowments Boards, Singapore.

Mr. R. Jayachandran (DIN:

00769254) is a Non-Executive
Chairman of OLAM International
Limited, a listed global entity.

July 28, 1994

(Original date of appointment)

April 27, 1944

Mr. R. Jayachandran
(DIN:00769254)

Nil

Subject to retiring by rotation

73,750 Shares

A. Audit Committee:
i. Chairman:
1. GATI Limited
2. Tractors and Farm Equipment
Limited
3. The India Cements Limited
ii. Member:
1. United Breweries (Holdings)
Limited
2. Tafe Motors and Tractors
Limited
3. Essar Shipping Limited
4. Mcdowell Holdings Limited
5. The United Nilgiri Tea Estates
Company Limited
B. Nomination and
Remuneration Committee:
i. Chairman:
1. United Breweries (Holdings)
Limited
2. Essar Shipping Limited
ii. Member:
1. McDowell Holdings Limited

1. The India Cements Limited

2. Tractors & Farm Equipment
Limited
3. United Breweries (Holdings)
Limited
4. GATI Limited
5. Essar Shipping Limited
6. Mcdowell Holdings Limited
7. Tafe Motors and Tractors
Limited
8. The United Nilgiri Tea Estates
Company Limited
9. Essar Oil Field Services India
Limited

Corporate Finance and Audit

Commerce graduate and a

Chartered Accountant

Mr. N. Srinivasan (DIN:

00004195) has been a Central
Council Member of The Institute
of Chartered Accountants of
India. He was head of various
prestigious bodies in India
and abroad, like Director on
the Board of The Institute of
Internal Auditors Inc., Florida,
USA and Senate Member of
The Annamalai University. He is
also a Committee member in
Madras Chamber of Commerce
and Industry, Indo Australian
Chamber of Commerce and
Industry and the Employer's
Federation of Southern India.

Mr. N. Srinivasan (DIN:

00004195) was the senior
partner of well known auditing
firms Fraser & Ross and Deloitte
Haskins & Sells until 1997.

July 26, 2008

(Original date of appointment)

July 27, 1931

Mr. N. Srinivasan
(DIN:00004195)

Details of Directors as on March 31, 2015 seeking appointment/ re-appointment at the Annual General Meeting

Annexure A

Nil

Subject to retiring by rotation

2,25,000 Shares

A. Audit Committee:
i. Member:
1. Easyaccess Financial
Services Limited
B. Nomination and
Remuneration Committee:
i. Chairman:
1. Easyaccess Financial
Services Limited
2. HCL Technologies Limited

1. Easyaccess Financial
Services Limited
2. HCL Technologies Limited

Strategic and Business

Management

Graduate in engineering from

the Madras University. Masters'
degree in business management
from the Indian Institute of
Management, Ahmedabad.

Mr. R. Srinivasan (DIN:

00575854) has over 40 years of
management experience across
the globe.

Mr. R. Srinivasan (DIN:

00575854) founded Redington
(India) Limited and he is presently
the Vice Chairman, responsible
for corporate governance and
investor relations of the Company
amongst other things.

October 18, 2014

(Date of change in designation to
Non-Executive Director)

June 28, 1946

Mr. R. Srinivasan
(DIN:00575854)

Awards
India
1. Palo Alto Networks Best Distributor India region
2. Lenovo Top Business Partner 1415 Premium
Category Sales National Distribution
3. HP Master class 2014 for Business Development
Excellence & Most Improved Page Volume in APJ
4. HP Best commercial computing distributor
5. Microsoft Distributor of the year award 2014
6. Microsoft Volume licensing Distributor of the Year
South
7. Microsoft Volume licensing Distributor of the Year
West
8. Kodak alaris Highest growth rate of Distribution of
Kodak Alaris Products
9. Western Digital Best performing content solutions
distributor
10. Cisco Best Performer - Cisco World Cup Challenge
2015 program

an

Middle East, Turkey and Africa

le

ft

bl

1. Distree Middle East 2014 Volume Distributor of the

Year 2014

na

lly

2. Reseller Middle Easts Partner Excellence Conference

by CPI Magazine Broadline Distributor of the Year

te

nt

io

3. Baracuda Most Successful Distributor in EME in

2014

in

4. Dell Regional Partner of the Year

pa

ge

is

5. VM ware Best Distributor award for WECA (West

East Central Africa)

Th

is

6. Reseller Middle East (RME) Best partner

collaboration initiatives award.
7. HP Top Revenue Distributor of the year in Kenya
8. HP Top Revenue Distributor of the year in East
Africa
9. HP Top Revenue Distributor of the year in Libya
10. Ensure Best Service provider Europe, Middle
East and Africa by DELL
11. Arena Huawei most value adding distributor 2014
12. Arena HP PPS Best performing distributor 2014
13. Arena HP PPS Most breadth distribtr 2014
14. Arena Viewsonic projections most successful
distributor 2014
15. Arena Sandisk outstanding performance 2014
16. Adeo Trendmicro training partner 2014
17. Arena EMEA Channel Academy South East Europe
Distributor of the Year 2014
18. Arena Microsoft OEM & FPP Distributor of the year
2014
19. Sensonet Samsung Techwin Europe & Turkey Best
Performing Distributor 2014

Contents

Registered Office:
Redington (India) Limited
SPL Guindy House
95, Mount Road, Guindy, Chennai - 600 032
CIN : L52599TN1961PLC028758
Tel : + 91 44 4224 3353 / 3028 7901
Fax : + 91 44 2225 3799
www.redingtonindia.com
3

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REDINGTON (INDIA) LIMITED

Regd. Office: SPL Guindy House, 95, Mount Road, Guindy, Chennai600 032
CIN : L52599TN1961PLC028758
Website : www.redingtonindia.com
Email id : [email protected]
Phone No.: 044 42243353
Fax No.: 044 22253799
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the
Companies (Management and Administration) Rules, 2014]
Name of the member(s):
Registered address:


E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member(s) of

shares of the above named company, hereby appoint

Name:
Address:


E-mail Id:
Signature:
or failing him/her
Name:
Address:


E-mail Id:
Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Second Annual general meeting of the
company, to be held on the Monday ,the 3rd August 2015 at 10.00. a.m. at the Mini Hall, Narada Gana Sabha, No. 314, T.T.K Road,
Alwarpet, Chennai600 018 and at any adjournment thereof in respect of such resolutions as are indicated below:
Adoption of Standalone Financial Statements for the year ended 31st March, 2015
Adoption of Consolidated Financial Statements for the year ended 31st March, 2015
Declaration of Dividend on the Equity Shares
Re-appointment of Mr. N. Srinivasan (DIN: 00004195), who retires by rotation
Re-appointment of Mr. R. Jayachandran (DIN: 00769254), who retires by rotation
Re-appointment of Mr. R. Srinivasan (DIN: 00575854), who retires by rotation
Appointment of M /s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors
Appointment of Ms. Suchitra Rajagopalan (DIN: 07004299) as an Independent Director
Re-appointment of Mr. M. Raghunandan (DIN: 00082171) as a Whole Time Director
Appointment of Ernst & Young LLP as Branch Auditors
Payment of Commission to Non Executive Directors
Signed this

day of 2015.

Signature of Member
Signature of Proxy holder(s)

Affix ` 1/Revenue
Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,
not less than 48 hours before the commencement of the Meeting.

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