Relaxo Annual Report 2021 22 1659007570

COMMITTED TO PROVIDE
BEST-IN-CLASS FOOTWEAR
A N N U A L R E P O R T 2 0 2 1 - 2 2
COMMITMENT OF
BEST IN CLASS
It’s true, good shoes can take you places. In our case, it was the right pair of
unwavering commitment and uncompromising quality. It still is. That’s why,
being India’s best-in-class footwear manufacturer and an emerging global
brand, we don’t relax. We continue to excel in all our endeavours, from
procuring best raw materials, innovating latest designs to making footprints
in new territories. So, the more we fly, the more we will keep our feet firmly
on the ground.
2 RELAXO FOOTWEARS LIMITED

CORPORATE INFORMATION
BOARD OF DIRECTORS
CONTENTS
Ramesh Kumar Dua Managing Director
Mukand Lal Dua Whole time Director
Nikhil Dua Whole time Director
Deval Ganguly Whole time Director
Vivek Kumar Independent Director
Pankaj Shrimali Independent Director

From MD’s Desk 2
Deepa Verma Independent Director
Rajeev Rupendra Bhadauria Independent Director Financial Highlights 8
Director’s Report 9
CHIEF FINANCIAL OFFICER COMPANY SECRETARY
Sushil Batra Vikas Kumar Tak
Corporate Governance Report 38
AUDITORS SHARE TRANSFER AGENT
B R Maheswari & Co. LLP. M/s Kfin Technologies Limited Management Discussion & Analysis 58
Chartered Accountants Karvy Selenium Tower-B,
M-118, Connaught Circus, Plot No. 31-32,
New Delhi - 110001 Gachibowli Financial District, Business Responsibility Report 61
Hyderabad, Telangana - 500 032
REGISTERED OFFICE
Independent Auditor’s Report 70
BANKERS
State Bank of India Aggarwal City Square,
HDFC Bank Plot No. 10, Manglam Place, Balance Sheet 78
Standard Chartered Bank District Centre, Sector 3,
Kotak Mahindra Bank Rohini, Delhi – 110 085
Yes Bank CIN: L74899DL1984PLC019097 Statement of Profit and Loss 79
Statement of Cash Flows 80

WORKS
RFL-I & II 326-327, MIE, Bahadurgarh, Haryana Notes Forming Part of Financial 84
Statements
RFL-III A-1130 & 1130 (A), RIICO Industrial Area,
Phase-III, Bhiwadi, Rajasthan
RFL-IV 30/3/2, Mooja Hasanpur, Tikri Border,

Bahadurgarh, Haryana
RFL-V 83-92, SIDCUL Industrial Area BHEL,

Haridwar, Uttarakhand
RFL-VI 342-343, Footwear Park, Industrial Estate,

Sector 17, Bahadurgarh, Haryana
RFL-VII 328-329, MIE, Bahadurgarh, Haryana
RFL-VIII 37, Sector 4B, Bahadurgarh, Haryana
RFL-IX Plot No. SP-6 & 7 Kaharani, Bhiwadi Extn.,

Rajasthan
1 ANNUAL REPORT 2021-22

FROM THE
MANAGING
DIRECTOR’S
DESK
Dear Stakeholders,
I am pleased to announce that despite the challenges of abnormally high inflationary

pressures, supply chain disruptions and the on-going Covid-19 pandemic during Financial
Year 2021-22, your Company, banking on its inherent resilience and position of strength,
managed a revenue growth of 12.47% to ` 2653 Crores with EBITDA and PAT at ` 416 Crores
and ` 233 Crores respectively. Continuing its commitment to shareholders, your Board has
recommended a final dividend of 250%, i.e. ` 2.50/- per fully paid up equity share of ` 1/-,
for the Financial Year 2021-22.
The current pandemic has disrupted industrial climate and adversely impacted business
performance globally for most industries. Even as footwear industry was anticipating a
comeback in 2022 a second wave of COVID-19 emerged, furthering the sense of uncertainty.
Nonetheless, in later part of the year Indian economy recovered well from these disruptions
aided by India’s commendable COVID vaccination coverage. Subsequently, revenues started
improving in tandem with the gradual unlock process, giving hope that your Company, with
four decades of successful experience will be able to come out of this quicker and stronger.
Keeping a steadfast focus on the consumer during the uncertainties of the year, your
Company proactively optimised its product portfolio across business verticals, etched
a sharper, more relevant product positioning for its top brands Sparx and Flite, with
continued marketing investments and expansion of retail footprint to maintain its
leadership position.
With a strategic view to harness the growing digital space your Company pioneered its
own D2C channel and launched aggressive marketing campaigns to strengthen its
2 RE L A XO FOOT W E AR S LIMITE D
presence across leading marketplaces with resultant growth, encouraging sustained investment in
this direction.
Strengthening of distribution channels, a sharper product portfolio and strategic marketing invest-
ments helped your Company to garner considerable growth from export markets with revenues
exceeding ` 100 Crores in FY ’22.
Despite periodic lockdowns and subdued consumer sentiments, your Company undertook an
extensive in-store branding refresh exercise for its Exclusive Brand Outlets (EBO) and implemented
a regimented placement planogram for effective product showcasing. As of March 31st, 2022 your
Company’s Exclusive Brand Outlet network stands at 394.
As a socially responsible corporate, your Company has adopted green fuel technology and switched
over to PNG among other initiatives for energy conservation and cost rationalisation across manufac-
turing locations. Continuing with its objective of enhancing industrial safety and good practices your
Company has now embarked upon SHE (Safety, Health & Environment) pillar of TPM.
Technology is the key to successful decision making in today’s challenging and ever evolving business
environment and so, during the year your Company improved upon its IT security posture by maintain-
ing ISO 27001:2013 certification and implementing robust security solutions like DLP (Data Leak
Protection) and CASB (Cloud Access Security Broker). Your Company also implemented SAP-ARIBA
application for better transparency and efficiency in material sourcing.
Your Company recognises employees among its core assets and as a welfare measure provided
necessary medical and financial aid to the affected families during testing times of the current pandemic.
I would like to thank all our stakeholders, customers, business partners, Board of Directors, bankers
and employees for their valuable support and belief in the Company.
With Best Regards,

Ramesh Kumar Dua
Managing Director

BEST IN
PERFORMANCE
True excellence is a ray that exudes positivity and sets • Launched
standards for humanity at large. Our mission to rise above ‘Flite’ and
mediocrity is as inward as it is an inclusive, outward ‘Sparx’ brands
philosophy. Our journey comprises a series of possibilities, First COCO store
overcoming challenges and achieving a collective brilliance.
launched
And yet, every success is still part of our learning curve.
• Commenced
Exports
Revenue:
` 235.93 Crore
IPO to set up a 2005-07

plant in Haryana
Revenue:
` 38.17 Crore
Launched
Relaxo brand
1995
Revenue:
` 0.12 Crore
1976
2000
Expanded
Capacity
in Haryana
Revenue:
` 124.24 Crore
1984
Relaxo Footwears
Limited was
incorporated
Revenue:
` 1.78 Crore
• Set up 8th plant
in Rajasthan
Business
Transformation Initiatives • Merger of ‘RRPL’ and
• Signed top-notch celebrities ‘MPPL’ with your Company
as brand ambassadors Revenue:
• Strengthened distribution ` 2,653.27 Crore
and supply chain management
• Launched e-commerce platform
• Increased people engagement
2018-22
• New product development
& portfolio strategy
Revenue: ` 1,214.61 Crore
2012-14
2010
Renewable power
capacity of
6.00MW
Revenue:
` 553.70 Crore
2017
Corporate
identity
revamped
Revenue:
` 1,651.97 Crore
BEST IN
BRANDS
Relaxo is the largest footwear manufacturer
in India, serving the nation since four
decades, and is today ranked among the top
500 Most Valuable Companies.
Four decades of consumer trust
Our brands offer an array of footwear at across age, gender and
compelling prices for consumers seeking economic class has made
comfort, style and durability, placing them in Relaxo a household name, an
a position of reckoning and winning trust of iconic brand synonymous with
millions of customers worldwide. rubber hawaii slippers.
One of the most loved footwear

brands, Sparx reflects the attitude,
style and spirit of young India -
Flite, is India's leading footwear urging the youth to push the limits
brand most popular among and seek their inner potential.
middle class driving the India Endorsed by Bollywood’s fitness
growth story and reflects the hero Akshay Kumar, Sparx offers a
aspirational and youthful range of sports shoes, sandals and
imagery of its consumers. A slippers.
popular range of fashionable
and semi-formal slippers for
everyday wear, Flite enables
people to take on the day with
style and confidence.
For the ever-restless youth,
change is the only constant.
Endorsed by Salman Khan, the
colorful range of Bahamas flip
flops exude the spirit of freedom,
fun and modernity of youth.
A formal footwear for men,

Boston is a brand that offers
excellent craftsmanship and
comfort to men who like to walk
with confidence and élan.
The women of today have to

keep in step with the demands of
a fast paced world. MaryJane
offers a range of stylish and
comfortable footwear for the
modern women to put her best
foot forward, with panache’.
Brimming with energy, children

need footwear that can be as
exciting as their spirit. KidsFun
offers a world of footwear to
keep pace with the young
champs.
The ideal walking companion for

people bracing the pressures of
everyday life. Casualz offers
foot-hugging, all-day comfort
that make your feet cruise along.
FINANCIAL HIGHLIGHTS (C in Crore)
Particulars FY 22 FY 21 FY 20 FY 19 FY 18
No. of Pairs sold (in Crore) 17.46 19.07 17.92 18.39 15.74
Revenue from Operations 2653.27 2359.15 2410.48 2292.08 1948.57
EBITDA 415.75 495.49 408.95 324.31 302.09
Finance Costs 15.33 17.08 16.87 6.90 8.59
Depreciation and Amortisation Expense 113.54 110.02 109.42 62.41 54.34
Tax Expense 77.92 99.60 65.46 92.54 82.55
Net Profit before OCI 232.68 291.56 226.25 175.44 161.07
Equity Share Capital 24.89 24.84 24.82 12.40 12.03
Net Worth 1760.12 1572.41 1272.40 1105.07 761.21
Net Fixed Assets (Tangible and Intangible) 946.91 872.41 836.67 859.54 662.44
Capital Employed 1799.97 1595.21 1316.31 1226.43 912.87
Capital Expenditure 145.87 101.36 94.77 258.91 112.85
Revenue Growth (%) 12.47 (2.13) 5.17 17.63 17.95
EBITDA (%) 15.67 21.00 16.97 14.15 15.50
Face Value per Share (in H) 1.00 1.00 1.00 1.00 1.00
EPS - Basic (in H) 9.36 11.74 9.12 ^7.07 13.40
EPS - Diluted (in H) 9.35 11.72 9.10 ^7.06 13.38
Dividend(%) 250 250 125 ^90 150
Book Value per share (in H) 70.71 63.29 51.26 89.08 63.25
ROCE(%) 19.20 28.04 24.27 25.70 30.09
Market Capitalisation (As on March 31) 26544.23 21773.47 14868.72 9561.22 7727.91
^ Post Bonus
Revenue from Operations (C in Crore) EBITDA (C in Crore) Net Profit (C in Crore)
02% % 3%
R 8. 8.31 9.6
CAG 2653.27 CAG
R 495.49 GR 291.56
2410.48 CA
2292.08 2359.15 415.75
408.95
226.25 232.68
1948.57
324.31
302.09 175.44
161.07
FY18 FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22
Dividend (%) EPS - Basic (in C) Net Worth (C in Crore)

%
62 1%
13.
GR 250 250 13.40 2 3.3 1760.12
CA GR
11.74 CA 1572.41
9.36 1272.40
9.12
150 1105.07
125 7.07
761.21
90
FY18 ^FY19 FY20 FY21 FY22 FY18 ^FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22

Directors’ Report
Dear Members, Relaxo is a Fortune 500 (India) company, synonymous
with quality products at affordable prices, manufacturing
The Board of Directors (“Board”) of your Company has pleasure in slippers, sandals and sports & casual shoes at 8 State of
presenting 38th Annual Report on the Company’s business and the Art manufacturing facilities at Bahadurgarh, Bhiwadi
operations together with the Audited Financial Statements for and Haridwar.
the Financial Year 2021-22.
Your Company’s most popular brands – Relaxo, Sparx, Flite
1. Company Overview & Bahamas are a leader in their space.
Incorporated in 1984, Relaxo is the largest footwear
manufacturer in India, serving the nation since four Having a pan India distribution footprint, Relaxo also
decades, and is today ranked among the top 200 Most operates 394 strong network of Exclusive Brand Outlets,
Valuable Companies with its shares listed at BSE Limited with availability on all major e-commerce portals as well.
(BSE) and National Stock Exchange of India Limited (NSE).
2. Financial Results
In compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Company has prepared its financial statements as per the Indian Accounting
Standards (IND AS) for the Financial Year 2021-22. The financial highlights of the Company’s operations are as follows:
(C in Crore)
Particulars 2021-22 2020-21
Revenue from Operations 2653.27 2359.15
EBITDA 415.75 495.49
Other Income 23.72 22.77
Less: Finance Costs 15.33 17.08
Less: Depreciation and Amortisation Expense 113.54 110.02
Profit before Tax 310.60 391.16
Less: Tax Expense 77.92 99.60
Profit after Tax 232.68 291.56
Other Comprehensive Income 0.31 1.45
Balance brought forward from Previous year 45.55 52.54
Amount available for Appropriation 278.54 345.55
Appropriation:
• Final Dividend 62.11 -
• Transfer to General Reserve 150.00 300.00
Balance carried to Balance Sheet 66.43 45.55
EPS-Basic (in C) 9.36 11.74
EPS-Diluted (in C) 9.35 11.72
3. Business Performance
a) Financial • EBITDA is at H415.75 Crore as compared to
The key highlights of the Company’s financial H495.49 Crore in last Financial Year.
performance during the Financial Year 2021-22 are • Net profit is at H232.68 Crore as compared to
given below: H291.56 Crore in the last Financial Year.
• Revenue from operations increased by 12.47% • Net profit margins is 8.77 %.
to H2653.27 Crore from H2359.15 Crore in the last • Relaxo Exclusive Brand Outlets (EBOs) were at
Financial Year 394 as on March 31, 2022.

The year saw second wave of Covid-19 pandemic during the infrastructure placed your Company in a position of advantage
month of April-2021 which was very dreadful and impactful, over its peers. All this while your Company was particularly
causing irreparable loss of human lives throughout the country. sensitive to the safety of its employees and customers and
The lockdown imposed by the Government extended from mid of adopted the best practices in vogue.
April-2021 till end of May-2021 and additionally for a brief period
in the month of January-2022, impacted the operations of your With its business operations functional by June 2021, your
Company. Company realigned its strategies to counter Covid-19 impact and
consolidate its position of leadership.
However, your Company reacted swiftly and adapted its
operations to the changed environment. The modified ways of Financial year 2021-22 has seen unprecedented challenges
working, gradual ease in restrictions and an already established posed by the pandemic, abnormally high raw material costs and
position of strength helped your Company to tide over the a rising geo-political crisis. Despite this, in a strategic move,
larger crisis. As the economy started to gather itself, demand your Company has absorbed a part of input cost to unburden
for basic footwear picked up and the long established, resilient the consumer, maintaining its brand equity and topline with a
marginal impact on profits in the current year.
Revenue E2653.27 Cr. • Rising demand of closed footwear with higher ASP.
Growth 12.47% • Price escalation due to input cost increase.
EBITDA E415.75 Cr.

Margin 15.67%
• Unprecedented increase in raw material cost.
• Two lockdowns due to Covid-19 during the year.
• Change in GST rate impacted margin.
PAT E232.68 Cr.
Margin 8.77 %
b) Non-Financials the digital landscape with engaging brand

Despite periodic lockdowns due to Covid-19, your campaigns on social media.
Company has stayed resilient over the year.
•
Strategic initiatives towards Exclusive Brand
Sales & Marketing Outlets (EBO) revamp to personify our brand
imagery and serve as a platform for consumer
With Covid-19 impacting the usual, your Company
interface.
also re-aligned its marketing strategies to the new
environment. Even as start of this financial year was •
Implementation of structured marketing
marred by a vicious spate of covid-19, your Company campaigns for key export markets.
continued with its marketing initiatives with an eye
on the future. •
Initiated DMS 2.0 (Distributor Management
System) for effective channel management and
Strategic initiatives: reseller engagement strategies.
•
Universal product portfolio adopted across all
business verticals for greater synergy. E-commerce
Increasing penetration of internet and digitization
• Continued in - market branding & merchandising has propelled e-commerce activities to higher levels
activities for visibility. across the nation.
• New campaigns launched with a refreshed, sharper During the year, your Company has continued to
positioning for our leading brands Sparx and Flite. strengthen its brand presence with a refreshed appeal
across all leading market places with resultant growth,
•
In line with the changing media habits of its
encouraging sustained investments for the future.
consumers, your Company increasingly harnessed

Retail maintenance). As a socially responsible Corporate,
Retail sector was most affected with periodic your Company has adopted green fuel technology
lockdowns, market uncertainty and dampened and switched over to PNG for all boilers used across
consumer sentiment, particularly during the first half manufacturing locations. Your Company has taken
of the year. various steps for energy conservation and cost
rationalization replacing conventional motors,
During the year, your Company continued with its installing VFD’s etc.
preventive measures for a safe shopping experience
In its journey towards continuous improvement in
for its customers, undertook an extensive in-
customer satisfaction, your Company has maintained
store branding refresh exercise and implemented
following certifications :
a regimented placement planogram for effective
product showcasing. ISO 9001:2015 (Quality Management System)
Despite an inhibitive business environment during ISO 14002:2015 (Environmental Management System)
FY22, your Company’s retail network stands at 394 as ISO 45001:2018 (Occupational Health and Safety
on March 31, 2022. Management System)
Exports Information Technology
Despite the looming shadow of the ongoing pandemic, During the year your Company has upgraded adequate
exports of your Company have shown considerable systems for seamless transition into remote working
growth crossing H100.00 Crore revenue, owing to if the need may arise for hybrid working. Your Company
continuous strengthening of distribution channels, improved upon its IT security posture by maintaining
a sharper product portfolio and strategic marketing ISO 27001:2013 certification and implemented robust
investments. security solution like DLP (Data Leak Protection), and
CASB (Cloud Access Security Broker) to provide data
In recognition, Council for Leather Exports has awarded protection and secure IT environment.
your Company for excellence in export performance
for FY 2019-20 & FY 2020-21 in non-leather footwear As a part of customer relationship management (CRM)
category. initiatives, your Company has initiated Distribution
Management Solution (DMS), digitizing channel
Procurement management processes for better efficiencies.
The continuing global pandemic resulted in material Your Company strengthened the supplier-Relaxo
scarcity due to demand supply gaps and transit delays, bonding with the implementation of SAP-ARIBA
pushing up raw material prices to unprecedented sourcing. A digitized contract repository system was
levels. However, proactive planning and scheduling implemented during the year.
helped your Company to efficiently manage its
supply chain and mitigate disruptions in production. Human Resource
Cost reduction possibilities were also explored and During the year, your Company initiated succession
implemented by introducing new alternate materials planning & risk mitigation programme for critical
after extensive research and trials. senior leadership positions and undertook strategic
initiatives for structured job evaluation, career
Product Development development for high potential managers and
To stay relevant to evolving consumer preferences, creation of a talent pool.
new product development and innovation is a key
determinant of success. As a part of employee welfare, your Company
supported employee families adversely affected by
Banking on long standing experience in market sensing Covid, not only providing them medical support but
and research, your Company successfully managed to financial aid during 2nd wave of Covid-19.
realign its product portfolio with customer relevant
offerings. Continuing with retaining and attracting talent pool
your Company launched 3rd phase of RFL ESOP Plan
Manufacturing and Quality 2014 covering 111 employees under the scheme.
Having covered 5S and Safety journey over last
4. Management Discussion and Analysis Report
few years, your Company has now embarked upon
TPM pillars like JH – Jishu Hozen (Autonomous Pursuant to Regulation 34(2)(e) of the Listing Regulations,

a detailed Management Discussion and Analysis Report for and Fifty Crore Only) to the general reserve from net
the Financial Year under review is presented in a separate profits. An amount of H66.43 Crore (Rupees Sixty Six Crore
section, forming part of this Annual Report. and Forty Three Lacs Only) is proposed to be retained in the
Statement of Profit & Loss of the Company.
The state of the affairs of the business along with the
financial and operational developments has been discussed 8. Public Deposits
in detail in the Management Discussion and Analysis Your Company has not invited or accepted any deposits within
Report. the meaning of Sections 73 and 74 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 (including
5. Dividend
any statutory modification(s) or re-enactment(s) thereof for
In line with the Dividend Distribution Policy of the Company, the time being in force), from public during the year under
the Board of your Company in its meeting held on May 11, review. Therefore, no amount of principal or interest was
2022 has recommended a final dividend @ 250% equivalent outstanding, as on the balance sheet closure date.
to H2.50 (Rupees Two and Fifty Paisa Only) per equity share
of H1/- (Rupee One Only) each for the Financial Year 2021- 9. Compliance with Secretarial Standards
22 payable to those members whose name appear in the During the year under review, the Directors state that
Register of members / list of beneficiaries as on August 18, applicable Secretarial Standards issued by the Institute
2022 i.e. the cut-off date. The total final dividend payout of Company Secretaries of India (“ICSI”), i.e. Secretarial
will amount to H62.23 Crore (Rupees Sixty Two Crore Twenty Standard-1 (“SS-1”) and Secretarial Standard-2 (“SS-2”),
Three Lacs Only). The payment of final dividend is subject relating to ‘Meetings of the Board of Directors’ and ‘General
to the approval of members in the Company’s ensuing Meetings’, respectively, have been duly complied by the
Annual General Meeting (“AGM”). Company.
The Register of Members and Share Transfer Books will 10. Subsidiary/ Joint Venture/ Associate Company
remain closed from August 19, 2022 (Friday) to August 24,
Your Company does not have any subsidiary, joint venture or
2022 (Wednesday) (both days inclusive) for the purpose of
associate company, during the Financial Year under review.
payment of final dividend for the Financial Year 2021-22, if
declared at the ensuing AGM. 11. Changes in Nature of Business
Pursuant to the Finance Act, 2020 read with the Income- There was no change in the nature of business of the
tax Act, 1961, the dividend paid or distributed by a company Company during the Financial Year under review.
shall be taxable in the hands of the shareholders w.e.f. April
12. Share Capital
1, 2020. Accordingly, in compliance with the said provisions,
your Company shall make the payment of dividend after Authorised Share Capital:
deduction of tax at source at the prescribed rates. For the The Authorized share capital of your Company as on March
prescribed rates for various categories, the shareholders 31, 2022 stood at H51,00,00,000 (Rupees Fifty One Crores
are requested to refer to the Finance Act, 2020 and Only) divided into 51,00,00,000 (Fifty One Crores) Equity
amendments thereto. Shares of H1/- (Rupee One Only) each.
6. Dividend Distribution Policy Issued, Subscribed and Paid-up Share Capital:

As per Regulation 43A of the Listing Regulations, top During the Financial Year 2021-22, the Board of Directors at
1000 listed companies are required to formulate a its meeting held on November 01, 2021, issued and allotted
Dividend Distribution Policy. Accordingly, your Company 4,83,945 (Four Lac Eighty three Thousand Nine Hundred
has adopted the Dividend Distribution Policy which sets and Forty Five) equity shares of H1/- (Rupee One Only) each
out the parameters and circumstances to be considered fully paid up on exercise of stock options by the eligible
by the Board in determining the distribution of dividend employees under the Employee Stock Option Plan, 2014
to its shareholders and / or retaining profits earned by (RFL ESOP PLAN-2014).
the Company. The said Policy is available on the website
As on March 31, 2022, the issued, subscribed and paid-up
of the Company at the link https://www.relaxofootwear.
share capital of the Company was H24,89,26,046/- (Rupees
com/media/file/pdf/download_file/dividend-distribution-
Twenty Four Crores Eighty Nine Lacs Twenty six Thousand
policy-1607581017.pdf.
and Forty six Only) divided into 24,89,26,046 (Twenty Four
7. Transfer to Reserves Crores Eighty Nine Lacs Twenty six Thousand and Forty six)
We have transferred H150.00 Crore (Rupees One Hundred equity shares of H1/- (Rupee One Only) each.

13. Disclosure Relating to Remuneration of Directors through Video Conferencing ("VC") / Other Audio Visual
and Key Managerial Personnel (KMP) Means ("OAVM") have approved the re-appointment of Mr.
Your Company believes that building a diverse and Deval Ganguly (DIN: 00152585) as a Whole-Time Director of
inclusive culture is integral to its success. A diverse Board the Company for a period of three (3) years w.e.f. November
will be able to leverage different skills, qualifications, 5, 2021.
professional experiences, perspectives and backgrounds,
As on March 31, 2022, Mr. Ramesh Kumar Dua
which is necessary for achieving sustainable and balanced
(DIN-00157872), Managing Director, Mr. Mukand Lal Dua
development. The Nomination and Remuneration
(DIN-00157898), Whole-Time Director, Mr. Nikhil Dua
Committee had adopted principles for identification of
(DIN-00157919), Whole-Time Director, Mr. Deval Ganguly
Key Managerial Personnel, Senior Management including
(DIN-00152585) Whole-Time Director, Mr. Sushil Batra, Chief
the Executive Directors. Pursuant to Section 134(3)(e) and
Financial Officer (CFO) and Mr. Vikas Kumar Tak, Company
Section 178(3) of the Act, the Nomination and Remuneration
Secretary, are the Key Managerial Personnel (KMP) of your
Policy adopted by the Board also sets out the criteria
Company.
for determining qualifications, positive attributes and
independence while evaluating a person for appointment / Additionally, Mr. Pankaj Shrimali (DIN: 00013142), being
re-appointment as Director or as KMP with no discrimination Non-executive Independent Director of the Company was
on the grounds of gender, race or ethnicity, nationality or designated as Chairperson of the Company with effect
country of origin, and to also determine the framework from April 1, 2022, in compliance with Part 'E' of Schedule II
for remuneration of Directors, KMP, Senior Management of the Listing Regulations.
Personnel and other employees. No change has been
made in the Nomination and Remuneration Policy during 16. Declaration by Independent Directors
the Financial Year under review. The detailed Nomination The Company has received necessary declarations from all
and Remuneration Policy is available on the website of the Independent Directors of the Company confirming that
the Company at the link https://www.relaxofootwear. they meet the criteria of Independence as prescribed under
com/media/file/pdf/download_file/nomination--and-- Section 149(6) of the Act and Regulation 25 (8) read with
remuneration--policy-1607581216.pdf. Regulation 16 of Listing Regulations (as per the amendment
in SEBI (Listing Obligations and Disclosure Requirements)
14. Particulars of Employees (Third Amendment) Regulations, 2021). The Company has
The information and disclosure required under Section also received from them declaration of compliance of Rule 6
197(12) of the Act read with Rule 5(1), 5(2) and 5(3) (1) & (2) of the Companies (Appointment and Qualifications
of Companies (Appointment and Remuneration of of Directors) Rules, 2014, regarding online registration
Managerial Personnel) Rules, 2014 (including any statutory with the Indian Institute of Corporate Affairs (“IICA”) at
modification(s) or re-enactment(s) thereof for the time Manesar, for inclusion/ renewal of name in the databank
being in force), in respect of Directors and Employees of of Independent Directors. The Independent Directors have
your Company is set out in Annexure - A to this report. also confirmed that they have complied with the Company’s
Code of Conduct for Independent Directors prescribed in
15. Directors and Key Managerial Personnel Schedule IV of the Act. Accordingly, all the Independent
Pursuant to the Section 152(6) of the Act read with the Directors of the Company during FY 2021-22 had registered
Articles of Association of the Company, Mr. Nikhil Dua, their names on data bank of IICA.
Whole Time Director (DIN: 00157919) of the Company will
retire by rotation at the ensuing Annual General Meeting 17. Statement regarding opinion of the Board with
and being eligible, offered himself for re-appointment. regard to integrity, expertise and experience
The Board has recommended his re-appointment to (including the proficiency) of the Independent
shareholders. Directors appointed during the year
With regard to integrity, expertise and experience (including
A brief resume of the Director proposed to be re-appointed,
the proficiency) of the Independent Directors appointed/
his expertise in specific functional areas, names of
re-appointed during the Financial Year 2021- 22, the Board
companies in which he holds directorships, Committee
of Directors has taken on record the declarations and
membership/s / Chairmanship/s, shareholding etc. as
confirmations submitted by the Independent Directors
stipulated under Secretarial Standard-2 issued by ICSI and
and is of the opinion that all the Independent Directors are
Regulation 36(3) of the Listing Regulations, is appended as
persons of integrity and possess relevant expertise and
an Annexure to the Notice of the ensuing AGM.
experience and their continued association as Directors
The members in the 37th AGM held on August 26, 2021 will be of immense benefit and in the best interest of the

Company. With regard to proficiency of the Independent evaluated. The performance evaluation of the Chairman
Directors, ascertained from the online proficiency self- appointed for the Board meeting and the Non-Independent
assessment test conducted by the Institute, as notified Directors was carried out by the Independent Directors who
under Sub-Section (1) of Section 150 of the Act, the Board of also reviewed the performance of the Board as a whole.
Directors has taken on record the declarations submitted by
Independent Directors that they are exempt from appearing The Board of Directors expressed their satisfaction with the
in the test. evaluation process.
None of the Directors other than Mr. Ramesh Kumar Dua, 19. Familiarization Programme
Managing Director, Mr. Mukand Lal Dua and Mr. Nikhil Dua In terms of Regulation 25(7) of the Listing Regulations,
Whole time Directors of the Company are related inter-se, the Company familiarizes its Directors about their role and
in terms of Section 2(77) of the Act including Rules framed responsibilities at the time of their appointment through
there under. a formal letter of appointment. The format of the letter of
appointment / re-appointment is available on our website
18. Annual Evaluation at the link https://www.relaxofootwear.com/terms-
In terms of the provisions of section 178 of the Act read conditions-of-independent-director.
with Rules issued thereunder and Regulation 19 read
with Part D of Schedule II of the Listing Regulations, the Sessions are conducted at the meetings of the Board and
Board of Directors in consultation with Nomination and its various Committees on the relevant subjects such as
Remuneration Committee, has formulated a framework strategy, Company performance, financial performance,
recommended by the renowned consultants containing, internal financial controls, risk management, plants, retail,
inter-alia, the criteria for performance evaluation of the products, finance, human resource, capital expenditure,
entire Board of the Company, its Committees and individual CSR, Compliances etc. All efforts are made to keep
directors, for the Financial Year 2021-22. Independent Directors aware of major developments
taking place in the industry, the Company’s business model
During the reporting year, customized questionnaires were and relevant changes in the law governing the Company’s
circulated to all the Board members in order to enhance business. The details of the programs/sessions conducted
the effectiveness of the Evaluation Process. The Board for familiarization of Independent Directors can be
Evaluation process was carried out to ensure that the Board accessed on the Company website at the link https://www.
and various Committees of the Board have appropriate relaxofootwear.com/other-disclosures.
composition and they have been functioning collectively
to achieve the business goals of the Company. Directors 20. Number of Meetings of the Board
were evaluated on their contribution at Board / Committee During the Financial Year 2021-22, the Board of Directors met
meetings and guidance & support to the management four (4) times on May 20, 2021, July 31, 2021, November 1,
outside Board / Committee meetings and other parameters 2021 and, January 29, 2022, the details of which are provided
as specified by the Nomination and Remuneration in the Report on Corporate Governance, which forms part of
Committee of the Company. the Annual Report. The intervening period between any two
consecutive Board meetings was within the maximum time
The Board’s functioning was evaluated on various gap prescribed under the Act, Regulation 17 of the Listing
aspects, including inter alia degree of fulfillment of key Regulations and SS-1 issued by ICSI.
responsibilities, Board structure and composition, role and
accountability, management oversight, risk management, 21. Committees of the Board
culture and communication, frequency and effectiveness of During the Financial Year 2021-2022, the Board had five (5)
meetings. Committees, namely, the Audit Committee, the Nomination
and Remuneration Committee, the Stakeholders’
The Committees of the Board were assessed on the basis
Relationship Committee, the Risk Management Committee
of degree of fulfillment of key responsibilities, adequacy of
and the Corporate Social Responsibility Committee.
Committee composition and effectiveness of meetings. The
Company did not have a regular Chairman during the year, All the recommendations made by the Committees of the
however, the Chairman appointed for the Board meetings Board including the Audit Committee were accepted by the
was also evaluated by all the Directors on the basis of Board. A detailed update on the Board, its composition,
managing relations, leadership, competence and diligence. detailed charter including terms and reference of various
Board Committees, number of Board and Committee
The performance evaluation of Independent Directors was
meetings held during the Financial Year 2021-22 and
carried out by the entire Board, excluding the Director being
attendance of the Directors at each meeting is provided in

the report on Corporate Governance, which forms part of Dua, Chartered Accountants as the Company’s Statutory
the Annual Report. Auditors, is placed for approval of the members.
22. Director’s Responsibility Statement The Company has received a certificate from M/s Gupta
Pursuant to Section 134(3)(c) and 134(5) of the Act, the & Dua, Chartered Accountants to the effect that their
Directors to the best of their knowledge and belief, confirm appointment, if made, shall be in accordance with the
that: provisions of Section 141 of the Companies Act, 2013. The
first year of audit will be of the financial statements for the
a) in the preparation of the annual accounts, the
year ending March 31, 2023, which will include the audit of
applicable accounting standards had been followed,
the quarterly financial statements for the year.
along with the proper explanation relating to material
departures; 24. Auditors' Report
b) such accounting policies have been selected and The Board has duly examined the Statutory Auditors’ Report
applied consistently and made judgments and to the accounts, which is self-explanatory. The Auditor’s
estimates that are reasonable and prudent, so as to Report for the Financial Year ended March 31, 2022 does not
give a true and fair view of the state of affairs of the contain any qualification, reservation or adverse remarks.
Company at the end of the Financial Year and of the The observation of the Statutory Auditors on the financial
profit of the Company for that period; statements have been suitably explained in the Notes to
c) proper and sufficient care has been taken for the Accounts and do not require any further clarification.
maintenance of adequate accounting records
in accordance with the provisions of the Act for 25. Details in respect of frauds reported by auditors
safeguarding the assets of the Company and under section 143(12) other than those which are
for preventing and detecting fraud and other reportable to the Central Government
irregularities; During the Financial Year under review, no fraud is reported
d) the annual accounts have been prepared on a going by the Auditors of the Company under Section 143(12) of
concern basis; the Act.
e) Internal Financial Controls have been laid down to 26. Maintenance of Cost Records and Cost Audit
be followed by the Company and that such Internal
The Company does not fall under the category prescribed
Financial Controls are adequate and were operating
under sub-section (1) of Section 148 of the Act and Rules
effectively; and
3 and 4 of the Companies (Cost Records and Audit)
f) Proper systems have been devised to ensure Rules, 2014 (as amended from time to time) to whom the
compliance with the provisions of all applicable laws requirements of maintenance of Cost Records and the
and that such systems were adequate and operating requirement of Cost Audit is applicable.
effectively.
23. Statutory Auditors 27. Internal Auditor
Under Section 139 of the Companies Act, 2013, and the Pursuant to the provisions of Section 138 of the Act, the
rules made thereunder, it is mandatory to rotate the Company has appointed Deloitte Touche Tohmatsu India
Statutory Auditors on completion of the maximum term LLP, as the Internal Auditor of the Company for Financial
permitted under the said section. M/s B R Maheswari & Year 2022-23 in co-sourcing model along with in-house
Co. LLP, Chartered Accountants (ICAI Firm Registration No. Internal Auditor.
–001035N/N500050), shall be completing their tenure as 28. Secretarial Auditor
the Company’s Statutory Auditors and shall hold office till
Pursuant to the provisions of Section 204(1) of the Act read
the conclusion of ensuing 38th AGM of the Company.
with Rule 9 of Companies (Appointment and Remuneration
On the recommendation of the Audit Committee, the Board, of Managerial Personnel) Rules, 2014 (including any
in its meeting held on May 11, 2022, subject to the approval statutory modification(s) or re-enactment(s) thereof for
of the shareholders, has recommended the appointment the time being in force) and Regulation 24A of the Listing
of M/s Gupta & Dua, Chartered Accountants, (ICAI firm Regulations, the Board had appointed M/s Chandrasekaran
registration number 003849N) as the Statutory Auditors Associates to conduct the Secretarial Audit of the Company
of the Company. M/s Gupta & Dua, Chartered Accountants for the Financial Year 2021-22 as recommended by Audit
will hold office for a term of five consecutive years i.e. from committee. M/s Chandrasekaran Associates have also
the conclusion of ensuing 38th AGM till the conclusion of confirmed that they are eligible for the said appointment.
43rd AGM. Accordingly, the appointment of M/s Gupta & The Secretarial Auditors have submitted their report,

confirming compliance by the Company of all the provisions (i) Investment in equity shares : C0.20 Crore
of applicable corporate laws. The Secretarial Audit Report (ii) Investment in debt instruments : C24.78 Crore
for the Financial Year ended March 31, 2022 does not
contain any qualification, reservation or adverse remarks. b) Details of loans given by the Company : Nil
The Secretarial Audit Report for the Financial Year 2021-22 c) There are no guarantees issued by your Company in
is annexed as Annexure-B which forms part of this report. accordance with Section 186 of the Act read with the
Rules issued thereunder.
29. Annual Return
Pursuant to Section 134 and Section 92(3) of the Act The details of Investments made under Section 186 of
read with Rule 12 (1) of the Companies (Management and the Act are also provided in the note 4 forming part of the
Administration) Rules, 2014, the annual return as on March financial statements of Financial Year 2021-22.
31, 2022 will be available on the website of the Company at
the link https://www.relaxofootwear.com/annual-return. 32. Risk Management
Risk management is integral to your Company’s strategy
30. Contracts and Arrangements with Related Parties and to the achievement of long-term goals. Our success
During the Financial Year 2021-22, the Company has as an organization depends on our ability to identify
entered into various transactions with related parties. All and exploit the opportunities generated by our business
the Contracts / arrangements / transactions entered into and the markets we operate in. In doing this we take an
by the Company with its related parties during the Financial embedded approach to risk management which puts risk
Year under review were in the ordinary course of the and opportunity assessment at the core of the Board’s
business, on the arm’s length basis and were undertaken agenda.
in compliance with the applicable provisions of the Act and
the Listing Regulations. Your Company has a Risk Management Committee which
has been entrusted with the responsibility to assist the
During the Financial Year under review, the Company had not Board in (a) Overseeing and approving the Company’s
entered into any contract / arrangement / transaction with enterprise wide risk management framework; and (b)
related parties which could be considered material in accordance Overseeing that all the risks that the organization faces
with the Policy of the Company on materiality of Related Party such as strategic, financial, credit, market, liquidity,
Transactions that would have required Shareholders’ approval security, property, IT, legal, regulatory, reputational and
under Regulation 23 of the Listing Regulations. other risks have been identified and assessed and there
is an adequate risk management infrastructure in place
The updated Policy on materiality of Related Party capable of addressing those risks.
Transactions is available on the website of the Company
at the link - https://www.relaxofootwear.com/media/file/ The Board advised by the Risk Management Committee,
pdf/download_file/policy-on-materiality-of-related-party- where ever appropriate, regularly reviews the significant
transactions-1646633287.pdf. The Policy intends to ensure risks and decisions that could have a material impact on
that proper reporting, approval and disclosure processes the company. These reviews consider the level of risk that
are in place for all transactions between the Company and the company is prepared to take in pursuit of the business
Related Parties. strategy and the effectiveness of the management controls
in place to mitigate the risk exposure.
The particulars of the material related party transactions
are provided in Form AOC-2 as Annexure-C which forms As per SEBI (LODR) (Second Amendment) Regulations,
part of this Report. Further, disclosures as per Ind-AS 24 2021, the Risk Management Committee shall meet at least
have been made in note 39 of the financial statements for twice in a year. The details pertaining to the composition,
the year ended March 31, 2022. meetings and terms of reference of the Risk Management
Committee are included in the Report on Corporate
31. Details of Loans, Guarantees & Investments Governance which forms part of the Annual Report.
The details of loans, guarantees and investments under
Section 186 of the Act read with Companies (Meeting of 33. Corporate Social Responsibility (CSR) and its
Board and its Powers) Rules, 2014 (including any statutory Committee
modification(s) or re-enactment(s) thereof for the time Your Company has firm belief and commitment towards the
being in force) are as follows:- collective development of all the stakeholders especially
people at bottom of the pyramid and consider it as a pre-
a) Details of investments made by the Company as requisite for the sustainability of the business. Thus, CSR is
on March 31, 2022 (including investments made in not just compliance for the Company but is an opportunity
previous years)

to contribute towards nation building through well-defined to the management on the genuine concerns including
professional approach. unethical behavior, actual or suspected fraud or violation of
the Code or the Policy. This Policy outlines the procedures
In compliance with the provisions prescribed under
for reporting, handling, investigating and deciding on the
Section 135 of the Act, your Company had constituted
course of action to be taken in case inappropriate conduct
a CSR Committee of the Board. The Board of Directors
is noticed or suspected.
laid down the CSR Policy, covering the objectives, focus
areas, governance structure and monitoring & reporting This Policy also provides for adequate safeguards against
framework among others. The Policy is available on victimization of director(s)/employee(s) who avail the
the website of the Company at the link https://www. mechanism and also provides for direct access to the
relaxofootwear.com/media/file/pdf/download_file/ Chairman of the Audit Committee in exceptional cases.
corporate-social-responsibility-policy-1628254446.pdf. The Audit Committee is authorized to oversee the Vigil
During the Financial Year 2021-22, the Company decided Mechanism/ Whistle Blower Policy in the Company. The
to expand “Parivartan Model School Program” as its CSR Company has not received any complaint during the
project for the Financial Year 2021-22, adopting 32 additional year. Your Company hereby affirms that no person of the
schools in the Khanpur and Laksar Block of Haridwar District, Company has been denied access to the Audit Committee.
Uttrakhand. During the year, the Company has continued
The Policy is available on the website of the Company at
its work on the long term project undertaken in FY 2020-
the link https://www.relaxofootwear.com/media/file/pdf/
21, the details of activities are given in Annexure-D to this
download_file/vigil---mechanism---policy-1607580776.pdf.
report.
The details of the composition of the CSR Committee, CSR 36. Business Responsibility Report
policy, CSR initiatives and activities undertaken during SEBI vide its Notification no. SEBI/LAD-NRO/GN/2021/22
the year are given in the Annual Report on CSR activities dated 5 May, 2021, has discontinued the requirement
as required under the Companies (Corporate Social of submitting a business responsibility report after the
Responsibility Policy) Rules, 2014 and explained in detail in Financial Year 2021–22 and thereafter, with effect from the
Annexure-D to this report. Financial Year 2022-23, the top 1000 listed entities based on
market capitalization shall submit a business responsibility
The details pertaining to the composition, meetings and
and sustainability report in the format as specified by the
terms of reference of the CSR Committee are included in
SEBI.
the Report on Corporate Governance which forms part of
the Annual Report. Your Company has initiated the work on business
As per requirement under Section 135 of the Act read with responsibility and sustainability report by capturing the
relevant Rules made thereunder, the composition of the base year data and has employed reputed consultant for
CSR Committee, and CSR Policy and Projects approved by guidance on the subject. For the Financial Year 2021-22,
the Board are available on the website of the Company at your Company has continued with the mandatory business
https://www.relaxofootwear.com/investor-relations. responsibility reporting which forms part of the Annual
Report.
34. Composition of Audit Committee
37. Policy on Prevention of Insider Trading
In compliance with the provisions of Section 177 of the Act
and Regulation 18 of the Listing Regulations, the Board Your Company has adopted a Code for Prohibition of Insider
of Directors of the Company had constituted the Audit Trading with a view to regulate trading in shares of the
Committee. The details pertaining to the composition, Company by Designated Persons (DP) and their immediate
meetings and terms of reference of the Committee are relatives. The said Code is available on the website of the
included in the Report on Corporate Governance which Company at https://www.relaxofootwear.com/media/
forms part of the Annual Report. file/pdf/download_file/policy-for-prevention-of-insider-
trading-1607581125.pdf.
35. Vigil Mechanism
The Code, inter alia, lays down the procedures to be followed
Your Company, as required under Section 177 (9) of the
by DPs while trading/ dealing in Company’s shares and
Act and Regulation 22 of the Listing Regulations, has
sharing Unpublished Price Sensitive Information (“UPSI”).
established Vigil Mechanism/ Whistle Blower Policy for
The Code includes the obligations and responsibilities of DPs,
Directors and employees of the Company.
obligation to maintain the digital database, mechanism for
This Policy has been established with a view to provide a prevention of insider trading and handling of UPSI.
tool to Directors and employees of the Company to report

38. Disclosure Under the Sexual Harassment of 41. Conservation of Energy, Technology Absorption,
Women at Workplace (Prevention, Prohibition and Foreign Exchange Earnings and Outgo
Redressal) Act, 2013 (“SHWWP Act”) The details relating to conservation of energy, technology
At Relaxo, all employees are of equal value. There is no absorption, foreign exchange earnings and outgo, as
discrimination between individuals at any point on the required under Section 134(3) of the Act read with Rule 8
basis of race, colour, gender, religion, political opinion, of the Companies (Accounts) Rules, 2014, is annexed as
national extraction, social origin, sexual orientation or age. Annexure-E which forms part of this Report.
The Company is an equal employment opportunity employer 42. Employees Stock Option Plan
and is committed to provide a safe and conducive work Presently, the Company has one Employee Stock Option
environment that enables women employees to work Plan 2014 (“RFL ESOP PLAN-2014”/ “ESOP Plan”). This
without fear of prejudice, gender bias and sexual harassment. Plan helps to attract and retain talented employees in the
Company and boost their morale. The Nomination and
The Company believes that all women employees of the
Remuneration Committee administers and monitors the
Company have the right to be treated with dignity and as
Company’s ESOP Plan.
per the Company’s compliance framework. Harassment
of any kind including sexual harassment is forbidden. The During the Financial Year 2021-22, 4,83,945 (Four Lac Eighty
Company has ‘Zero Tolerance’ approach towards any act of Three Thousand Nine Hundred and Forty Five) options were
sexual harassment. exercised by the employees of the Company. Accordingly,
the Company has on November 01, 2021 made allotment of
As required under the SHWWP Act, the Company has a Policy
4,83,945 (Four Lac Eighty Three Thousand Nine Hundred
on Prevention of sexual harassment of women at workplace
and Forty Five) equity shares against the options exercised
and matters connected therewith and has also complied
by the employees. During the Financial Year under review, the
with the provisions relating to the Constitution of Internal
Company has vested 4,62,340 (Four Lac Sixty Two Thousand
Complaint Committee (“ICC”).
Three Hundred and Forty) options to the employees and
An ICC is available at each of the units and offices of the cancelled 26,200 (Twenty Six Thousand and Two Hundred)
Company as per the requirements of the SHWWP Act. options due to resignation as per the Company’s ESOP
The ICC is responsible for redressal of complaints related Plan. During the year the Company rolled out third phase
to sexual harassment as well as to create a preventive of RFL ESOP Plan 2014 and granted 358,000 options to 111
environment across the organization. The Company also employees.
conducts sensitization/awareness sessions and quarterly
Pursuant to the provisions of SEBI (Share Based Employee
meetings on a regular basis so as to create a free and fair
Benefits) Regulations, 2014 (the ESOP Regulations)
working environment.
(replaced by SEBI (Share Based Employee Benefits and
No complaint was received during Financial Year 2021- Sweat Equity) Regulations, 2021, a disclosure with respect
22. It is our constant endeavor to ensure that we provide to ESOP Plan of the Company as on March 31, 2022, is
harassment free, safe and secure working environment to available on the website of the Company at the link
all employees especially women. https://www.relaxofootwear.com/other-disclosures
39. Significant and Material Litigations / Orders A certificate from M/s Chandrasekaran Associates,
Company Secretaries, Secretarial Auditor of the Company
During the Financial Year under review, there were no
with respect to the implementation of the Company’s
significant and material orders passed by the regulators or
ESOP Plan would be made available to the members at the
courts or tribunals impacting the going concern status and
ensuing AGM. A copy of the same will also be available for
Company’s operations in future.
inspection at the registered office of the Company during
40. Capital Market Ratings business hours.
During the Financial Year 2021-22, ICRA has retained long During the year, RFL ESOP Plan 2014 was amended to the
term rating of the Company at [ICRA] AA (pronounced as extent by relaxing certain norms for retiring employees,
ICRA Double A). The Outlook on the long-term rating has which is beneficial for the employees and is not detrimental
been revised to Positive from Stable. to the interest of the employees. Further it is confirmed
Additionally, ICRA has also retained short term rating of the that ESOP scheme of the Company is in compliance with
Company at [ICRA] A1+ (pronounced as ICRA A one plus) SEBI (Share Based Employee Benefits and Sweat Equity)
which is the highest rating for the category. Regulations 2021.

The details as per the requirements of ESOP Regulations are shares lying in the possession of the Company, are required
annexed as Annexure-F which forms part of this Report. to be dematerialized and transferred into a special demat
account held by the Company.
43. Material Changes and Commitments
There are no material changes and commitments affecting Accordingly, unclaimed shares lying with the Company
the financial position of the Company, which have occurred have been transferred and dematerialized in an ‘Unclaimed
between the end of the Financial Year ended on March 31, Suspense Account’ of the Company. This account is being
2022 of the Company and as on the date of this Report. held by the Company purely on behalf of the shareholders
entitled for these equity shares.
44. Internal Controls
The summary of ‘Unclaimed Suspense Account’ during the
Sound internal control systems are a prerequisite for
year is given hereunder:
building and enhancing shareholder value in the long run.
The Company has a sound system of internal controls S. No. of No. of equity
Particulars
commensurate with the size of the Company and the nature No. Shareholders shares held
of its business to ensure that all assets are safeguarded and 1 Aggregate number of 31 82,195
protected against loss from unauthorized use or disposition shareholders and the
outstanding shares lying
and that transactions are authorized and recorded correctly
in the suspense account
and adequately. The Company’s internal controls are as on April 1, 2021
supplemented by internal audits, review by management
2 Number of shares - -
and documented policies, guidelines and procedures. The transferred to suspense
internal control is designed to ensure that financial and account during the year
other records are reliable for preparing financial information
3 Number of shareholders - -
and for maintaining accountability of assets. who approached the
company for shares
The Audit Committee of the Board of Directors actively
and to whom shares
reviews the adequacy and effectiveness of internal control
were transferred from
systems and suggests improvement for strengthening the suspense account
them. The Company has a strong Management Information during the year
System, which is an integral part of the control mechanism.
4. Transfer of shares to - -
The Company continues to strengthen its risk management IEPF Account
and internal control capabilities by improving its policies
5. Aggregate number of 31 82,195
and procedures and introducing advanced risk management
shareholders and the
tools. outstanding shares lying
in the suspense account
The Managing Director and CFO Certificate included in the
as on March 31, 2022
Corporate Governance Report confirms the existence of
effective internal control systems and procedures in the The voting rights on the equity share(s) in the suspense
Company. The Audit Committee reviews the effectiveness account shall remain frozen till the rightful owners of such
of the Internal Financial Control framework in the Company. equity share(s) claim the equity share(s). Any corporate
benefits in terms of securities accruing on such equity shares
45. Managing Director and CFO Certification viz. bonus shares, split etc., shall also be credited to such
The Certificate required under Regulation 17(8) of the demat suspense account or unclaimed suspense account, as
Listing Regulations, duly signed by the Managing Director applicable in accordance with existing provisions.
and CFO was placed before the Board. The same is annexed In compliance with the statutory provisions, during the
with Corporate Governance Report which forms part of this Financial Year under review, the Company transferred
Annual Report. unclaimed dividend amounting to H1,59,289 /- (Rupees
One Lac Fifty Nine Thousand Two Hundred Eighty Nine
Declaration by Managing Director under Regulation 34(3) Only) from the Final Dividend for the Financial Year 2013-14
read with Schedule V of the Listing Regulations in respect to the Investor’s Education and Protection Fund (“IEPF”).
of compliance with the Company’s Code of Conduct is The Company has also uploaded the details of unpaid and
enclosed with this Annual Report. unclaimed amounts lying with the Company as on August
26, 2021 (date of last AGM) on the website of the Company
46. Transfer of Unclaimed Shares / Dividend
at the link https://www.relaxofootwear.com/unpaid-
As per the provisions of Regulation 39(4) read with dividend-data.
Schedule VI of the Listing Regulations, the unclaimed

Pursuant to the provisions of Section 124 and 125 of the Corporate Governance, as stipulated under the Listing
Act read with the Investor Education and Protection Fund Regulations, is attached to the Report of Corporate
Authority (Accounting, Audit, Transfer and Refund) Rules, Governance as Annexure-G.
2016, as amended, during the Financial Year 2021-22, the
Company transferred 2,142 (Two Thousand One Hundred 48. Details of Non-Compliance with regard to Capital
and Forty Two) equity shares to demat account with Markets During the Last Three Years
IEPF for which dividend was unpaid / unclaimed for seven There have been no instances of non-compliances by the
consecutive years. Company with regard to Capital Markets during the last
three years.
The shareholders whose unpaid dividend / shares are
transferred to the IEPF can request the Company / Registrar 49. Other Disclosures
and Transfer Agent as per the applicable provisions in the The Company affirms that the annual listing fees for the
prescribed form, IEPF-5, for claiming the unpaid dividend / Financial Year 2022-23 to National Stock Exchange of India
shares from IEPF. The process and online application form Ltd. and BSE Ltd. is duly paid.
(Form IEPF – 5) as prescribed by the Ministry for claiming
back the shares/ dividends are available on the website of There is no proceeding pending under the Insolvency and
MCA at www.iepf.gov.in. Mr. Vikas Kumar Tak, Company Bankruptcy Code, 2016.
Secretary & Compliance Officer acts as the Nodal Officer
There was no instance of onetime settlement with any
of the Company as per the provisions of IEPF. The contact
Bank or Financial Institution.
details of Nodal Officer is available on the website of the
Company at the link https://www.relaxofootwear.com/ 50. Acknowledgement
investor-support.
We take this opportunity to thank our employees for their
47. Corporate Governance dedicated service and contribution to the Company.
The Company is committed to maintain the highest We would like to place on record sincere thanks and
standard of Corporate Governance and adhere to the appreciation to all our clients, partners, vendors, investors,
Corporate Governance requirements set out by SEBI. A bankers and other business associates for their continued
detailed report on Corporate Governance, pursuant to the support and encouragement during the year.
requirements of Regulation 34 of the Listing Regulations,
forms part of the Annual Report.
For and on behalf of the Board of Directors
A certificate from M/s B R Maheswari & Co., LLP, Chartered
Accountants (ICAI Firm Registration No. –001035N / Ramesh Kumar Dua Mukand Lal Dua
N500050) Statutory Auditors of the Company, confirming Delhi Managing Director Whole Time Director
the compliance of the Company with the conditions of May 11, 2022 DIN: 00157872 DIN: 00157898

Annexure 'A'
Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force),
A. Ratio of remuneration of each Director to the median Note:

remuneration of all the employees of your Company for The remuneration to Directors is within the overall limit approved
the Financial Year 2021-22 is as follows :- by the shareholders. During the current Financial Year commission
Ratio of Remuneration to the tune of H2.50 Lacs was paid to each Independent Directors
Name of Director DIN of Director to the after approval of financial statements by the shareholders.
Median Remuneration
C. Percentage increase in the median remuneration of all
Mr. Ramesh Kumar Dua 00157872 622.35 employees in Financial Year 2021-22 :-
Mr. Mukand Lal Dua 00157898 622.35
There is increase of 4.15% in median remuneration of all
Mr. Nikhil Dua 00157919 53.74
employees in Financial Year 2021-22.
Mr. Deval Ganguly 00152585 190.06
Mr. Pankaj Shrimali 00013142 2.84 D. Number of Permanent Employees on the roll of the
Mr. Vivek Kumar 00206819 2.53 Company as on March 31, 2022:
Ms. Deepa Verma 06944281 2.32 Particulars No. of Employees
Mr. Rajeev Rupendra 00376562 2.32 Staff 2,333
Bhadauria Sub Staff 5,693
1. The aforesaid details are calculated on the basis of Total 8,026
remuneration for the Financial Year 2021-22.
E. Comparison of average percentage increase in salary
2. The remuneration includes commission and sitting fee
of employees other than Managerial Personnel and the
paid to the Directors for attending Board & Committee
percentage increase in the Managerial Remuneration:
meetings.
The aggregate remuneration of employees excluding Key
3. Median Remuneration for all its employees is
Managerial Personnel (“KMPs”) grew by 10.76% over the
H2,28,608/- for the Financial Year 2021-22.
previous year. The aggregate decrease in salary for Whole
B. Details of percentage increase in the remuneration Time Directors and other KMP’s was 16.25% in FY22
of each Director, Chief Financial Officer and Company over FY21. This was based on the recommendation of
Secretary in the Financial Year 2021-22 as compared to Nomination and Remuneration Committee.
last year are as follows :-
F. Affirmation
% Increase
Name Designation Pursuant to Rule 5(1)(xii) of the Companies (Appointment
/ Decrease
Mr. Ramesh Kumar Dua Managing Director -30.33 and Remuneration of Managerial Personnel) Rules, 2014, it
Mr. Mukand Lal Dua -30.33 is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and senior management is as per the
Mr. Nikhil Dua Whole Time Director 4.71
Remuneration Policy of your Company.
Mr. Deval Ganguly 198.46
Mr. Pankaj Shrimali -7.14 G. Statement Containing the particulars of the employees in
Mr. Vivek Kumar -8.70 accordance with Rule 5(2) of the Companies (Appointment
Ms. Deepa Verma Independent Director -8.62 and Remuneration of Managerial Personnel) Rules 2014:
Mr. Rajeev Rupendra 3.92 List of permanent employees (full time) who are on the
Bhadauria rolls of the Company and were employed throughout the
Mr. Sushil Batra Chief Financial Officer 100.05 Financial Year 2021-22 and were paid remuneration, not less
Mr. Vikas Kumar Tak Company Secretary 108.57 than H102 lacs per annum and employees who have worked
for the part of the year and were paid remuneration during
the Financial Year 2021-22 at a rate which in aggregate was
not less than H8.50 lacs per month :

S. Date of Age Remuneration Experience Last
Employee Name Designation Qualification
No. joining (Years) (J in Lacs) (Years) Employment
1 Aashish Grover Senior General Manager 01-Apr-13 45 115.61 B.E. 21 Sarup Tanneries
Ltd
2 Amar Kumar Nandi Senior General Manager 09-Aug-17 64 160.71 B.Sc 40 Albert India
3 Amit Roy Senior General Manager 25-Feb-13 52 118.47 B.Com., C.A.,CMA 27 Webrain Softech
Pvt. Ltd
4 Anil Kumar Jha Senior General Manager 02-May-16 57 186.53 B.Sc 33 S.R Industries,
5 Ashish Nigam Assistant Vice President 01-Jun-07 53 139.07 B.Sc, B.Tech. 29 Jubiliant
Organosys Ltd.
6 Ashish Srivastava Vice President 15-May-19 47 163.03 MBA, B.Sc 23 Inbisco India
Pvt Ltd
7 Ashit Sen Senior General Manager 12-Dec-12 51 141.83 PGDM, B.Com. 28 SAB Miller India
8 Deepak Bagga Vice President (Projects) 16-Oct-95 56 212.27 B. Tech, Dip. Civil 32 East Coast
Engg Contracting Co.
9 Deval Ganguly Whole Time Director 05-Nov-12 63 434.50 B.Tech. 41 JK Tyre &
Industries Ltd.
10 Gaurav Dua Executive Vice President 01-Apr-01 42 122.85 B.Com., MBA 21 Relaxo
(Marketing) Footwears Ltd.
11 Hans Raj Sapra Senior Vice President 16-Oct-93 73 309.28 BE, Dip. Mech. 49 India
(Material) Engg. Meterological
Dept.
12 Manoj Kumar Goel General Manager-HR/IR 01-Jun-17 46 109.57 M.B.A., L.L.B. 23 Jindal ITF Ltd
13 Manoj Pratap Singh Senior General Manager 01-Apr-13 50 132.79 B.A, Diploma in 30 GRATINGH
Footwear Tech. (INDIA) PVT LTD
14 Mukand Lal Dua Whole Time Director 13-Sep-84 73 1,422.74 B.Sc. 49 Relaxo Rubber
Pvt. Ltd.
15 Neeraj Kumar Senior General Manager 05-Mar-18 49 149.83 MBA, P.G.D.B.A. 28 Karam
Awasthi Industries ESIP
16 Nikhil Dua Whole Time Director 01-Oct-08 47 122.85 B.Com., Course 26 Marvel Polymers
in Shoe Making Pvt. Ltd.
(Czech Republic)
17 Nitin Dua Executive Vice President 01-Apr-04 41 122.85 B.Com., PGDBM 18 Relaxo
(Retail) Footwears Ltd.
18 Pankaj Bhalla General Manager 01-Sep-16 53 105.08 B.Com. 30 Aqualite
19 R Lakshmanan Vice President 19-Jul-19 57 133.57 MBA, Master of 35 TVS Srichakra
Science, B.E. Ltd,
20 Raghubir Singh Assistant Vice President 14-Sep-15 51 159.44 MBA,B.E.,PG 30 Usha
Diploma International
Ltd
21 Rahul Dua Asst. Executive 01-Jul-10 34 110.85 B. Com. 12 Relaxo
Vice President Footwears Ltd
(Manufacturing)
22 Rajeev Bhatia Assistant Vice President 16-May-16 58 152.57 B.Com, M.A. 34 Simbhaoli
Sugars Ltd
23 Ramesh Kumar Dua Managing Director 13-Sep-84 68 1,422.74 B.Com., 46 Relaxo Rubber
Licentiate of Pvt. Ltd.
LPRI London
24 Rishi Mohan Nayyar Senior General Manager 01-Feb-00 53 108.79 C.A.,CMA 26 Electronics Data
System India
Ltd.

S. Date of Age Remuneration Experience Last
Employee Name Designation Qualification
No. joining (Years) (J in Lacs) (Years) Employment
25 Rishi Mutreja Senior General Manager 19-May-14 45 208.65 B.Tech, PG 22 Videocon
Diploma in Scm Industries Ltd.
Logistics
26 Ritesh Dua Executive Vice President 01-Jun-00 45 122.85 B.Com., PGDBM 22 Relaxo
(Finance) Footwears Ltd.
27 Sandeep Singh Senior General Manager 01-May-15 45 123.89 MBA, B.Tech. 22 Bata India Ltd.
Bata Motorola
Excellence
Centre
28 Sushil Batra Chief Financial Officer 30-Jul-07 57 324.52 B.Com., FCA 31 A2Z Infra Engg.
Ltd.
29 Virender Kumar Vice President 16-Jan-95 59 234.51 PGDM 40 Relaxo Rubber
(Manufacturing) Pvt Ltd
30 Vijay Wadhwani Assistant Vice President 24-Oct-06 61 205.94 PGDM, B.Com. 38 Dharampal
Premchand Ltd.
31 Vinay Kumar Bajaj Vice President (Sales) 01-Jun-16 60 304.89 B.Com. 31 SSIPL
Note:
1. Mr. Ramesh Kumar Dua, Mr. Mukand Lal Dua are Promoter Directors of the Company and are also related to each other. Mr. Mukand Lal Dua is also
related to Mr. Nikhil Dua, Promoter Director of the Company.

Annexure 'B'
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 2022
To,
The Members
Relaxo Footwears Limited
Aggarwal City Square, Plot no. 10,
Manglam Place, District Centre, Sector- 3,
Rohini, Delhi-110085
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
governance practices by Relaxo Footwears Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
Based on our 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, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended
on March 31, 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2022 (“period under review”) 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;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the
extent applicable;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to the extent
applicable;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 to the
extent applicable and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 to the
extent applicable, prior to its repealment;
(e) The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021 and the
Securities and Exchange Board of India (Issue & Listing of Debt Securities) Regulation 2008 and the Securities and
Exchange Board of India (Issue & Listing of Non-convertible redeemable preference shares) Regulation 2013 prior to their
repealment; Not Applicable during the period under review.
(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 to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable during the
period under review;

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable during the period
under review.
(vi) The other laws, as informed and certified by the Management of the Company which are specifically applicable to the Company
based on the Sectors/ Industry are:
(a) The Rubber Act, 1947
We have also examined compliance with the applicable clauses/Regulations of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive, 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 except in cases where meetings were convened at a shorter notice, 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 Meetings 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.
We 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.
We further report that during the audit period no major events have been happened which are deemed to have major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
For Chandrasekaran Associates

Company Secretaries
FRN: P1988DE002500
Peer Review Certificate No.: 1428/2021
Shashikant Tiwari
Partner
Membership No. A28994
Place : New Delhi Certificate of Practice No. 13050
Date : May 03, 2022 UDIN: A028994D000260412
Note : This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

ANNEXURE 'A'
TO SECRETARIAL AUDIT REPORT ISSUED
To,
The Members
Aggarwal City Square, Plot no. 10,
Manglam Palace, District Centre, Sector- 3,
Rohini, Delhi-110085
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
For Chandrasekaran Associates

Company Secretaries
FRN: P1988DE002500
Peer Review Certificate No.: 1428/2021
Shashikant Tiwari
Partner
Membership No. A28994
Place : New Delhi Certificate of Practice No. 13050
Date : May 03, 2022 UDIN: A028994D000260412

Annexure 'C'
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis during Financial Year 2021-22:
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to
section 188
2. Details of material contracts or arrangements or transactions at arm’s length basis during Financial Year 2021-22::
(c) Duration of the contracts / arrangements/transactions
Not Applicable
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any
3. Details of contracts or arrangements or transactions not in the ordinary course of business during Financial Year 2021-22:

(c) Duration of the contracts / arrangements/transactions
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) Date(s) of approval by the Board, if any
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to
section 188
For and on behalf of the Board of Directors

Ramesh Kumar Dua Mukand Lal Dua
Managing Director Whole Time Director
Delhi, May 11, 2022 DIN: 00157872 DIN: 00157898

Annexure 'D'
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2021 - 22
[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended]
1. A brief outline of the company’s CSR Policy, including its implementing agency “Relaxo Foundation”
an overview of projects/ programs proposed to be and developed the necessary facilities by
undertaken and a reference to the web-link to the CSR repairing and renovating the infrastructure
Policy and projects/programs. works, trainings of teacher, School Management
Your Company believes in collective development of all the Committee (SMC) members, children, etc.
stakeholders especially people at bottom of the pyramid Due to closure of schools due to Covid-19
and consider it as prerequisite for the sustainability of the pandemic, main focus was to engage the
business and society. CSR is not just compliance for the students in education activities in their homes
Company but is an opportunity to contribute towards Nation or neighbourhood. Small children groups and
building through well-defined professional approach. Even community youth leaders engaged 1457 children
in the pre CSR era, the promoters of your Company have of 12 project villages, by taking appropriate
been contributing to the welfare of society through its safety measures for Covid-19.
NGO’s and are continuing to support the society through
In Financial year 2020-21 your Company had
its initiatives. This culture has embedded throughout the
undertaken Phase II of the Parivartan program
Company.
with the core objective to create demonstrable
Your Company has strategically undertaken projects to model of equitable and quality school level
contribute to the lives of people not immediately but for education for all children, especially girls, in
long term. With its focus on thematic areas of “Education 32 government schools of Khanpur block of
& Skill Development”, “Health & Hygiene” your Company is district Haridwar, Uttarakhand. With active
open to new ideas, to address problem issues to undertake engagement of key stakeholders, your Company
any CSR project specified in Schedule VII of the Companies is implementing this project through the
Act, 2013, from time to time. The CSR Policy of your implementing partners viz. Plan India, Mamta
Company was updated to that extent incorporating all HIMC, Shri Bhuvaneshwari Mahila Ashram and
changes in the CSR provisions, in the Board Meeting held on Adarsh Yuva Samiti.
March 26 2021, is available at https://www.relaxofootwear.
During the year, your Company has completed
com/media/file/pdf/download_file/corporate--social--
infrastructure, repairing and renovation work
responsibility--policy-1607581240.pdf.
in 11 Schools out of 32 schools undertaken in
During the year, your Company adopted Phase III of the Parivartan Phase II project. Training/ workshop
ongoing Parivartan project by adopting additional 32 programs were conducted for teachers, parents,
schools in Khanpur and Laksar blocks, District Haridwar, SMC members to address issues/ concerns of
Uttarakhand. Your Company also continued its social children in schools. Being a multiyear project,
initiatives undertaken in yester years, through its dedicated your company will be supporting the Government
society, Relaxo Foundation. Education Department to convert Government
schools into model schools that will have child-
During the reporting period, your Company contributed friendly infrastructure, trained & motivated
in 5 CSR projects in 3 states viz. Delhi, Rajasthan and teachers, empowered school management
Uttarakhand, that helped to impact lives of more than 1.46 committee for the benefit of students.
lakh people directly or indirectly.
During the year, your Company has undertaken
Key initiatives under each thematic area are mentioned Phase III of Parivartan – Model School Program,
below - a long term project which will run till March
A. Education & Skill development -2025, showing the continuous commitment
of your Company in the education sector for
I. “Parivartan” Model School Program
overall development of students of 32 schools of
Under the Phase I of this project, your Company Khanpur and Laksar Blocks of Haridwar District,
adopted 13 Government Primary Schools through Uttarakhand.

Time Total project Cost
Phase Project Name Brief details
period (D in Lacs)
I Parivartan Model School Program – Phase I - Undertaken 13 Government Through implementing
Schools (12 primary and 1 upper agency “Relaxo Foundation”
primary) in Khanpur block.
II Parivartan Model School Program – Phase II 2021-2024 Undertaken 32 Govt. Primary 542.71
Schools in Khanpur block.
III Parivartan Model School Program – Phase III 2022-2025 Undertaken 32 Government 644.48
schools, in Khanpur and Laksar
blocks of Haridawar district.
II. Remedial Education Program- During the reporting period total 17446 OPD’s
During the year Relaxo Foundation partnered were registered in 542 health camps. 327
with the Navjyoti India Foundation for Remedial ANC/PNC, 969 lab tests were also undertaken
Education Project in Bawana, Delhi, sponsoring, through Mobile Health Van. 268 awareness
156 underprivileged children, (86 Boys & 70 Girls) sessions were organized with the community
of Classes VII & VIII of Government schools. people over various topics like diabetic &
Many awareness programs and introductory hypertension, maternal & child health care,
sessions were conducted during the year for the nutrition, breastfeeding etc.
students. II. Project ‘NAYAN’ Giving Sight to the
Underprivileged
III. Vocational Training Program
Relaxo Foundation continued its association
Relaxo Foundation partnered with, GMR with Dr. Shroffs Charity Eye Hospital, to reduce
Varalakshmi Foundation to run vocational the burden of avoidable blindness at early
training course of customer service associate at stage under the project “Nayan” in Tijara Block
their vocational training centre in Delhi. Due to of Alwar District of Rajasthan, covering 194
Covid-19 impact, all the classes were conducted villages. Both organizations are working towards
virtually. During the year out of 45 passing identification, awareness, counselling and
students 37 got placement. treatment of avoidable blindness since 2018.
B. Health & Hygiene During the year, 28,402 screenings, 737
I. Smile on Wheels (SoW), Comprehensive cataract surgeries, 39 speciality surgeries
Health Project were done. Screenings were done through two
Relaxo Foundation continued its partnership vision centres, door to door campaigning and
with Smile Foundation to cater the primary community camps. As the Covid restrictions
health requirements. The mobile van equipped eased out 3 community camps were conducted
with MBBS Doctor, Pharmacist, ANM, Lab in the reporting year with the support of local
Technician, and Community Mobilizer, with volunteers. On World Diabetic Retinopathy Day
the basic testing kits and equipment visited and World Glaucoma Day, some events and
selected villages on periodic basis. awareness sessions were organized in villages.
2. Composition of CSR Committee:

The Composition and attendance of members at the meetings held during the Financial Year 2021-22 is as following:
Number of meetings Number of meetings
S.
Name of Director Designation / Nature of Directorship of CSR Committee held of CSR Committee
No.
during the year attended during the year
1 Mr. Ramesh Kumar Dua Chairman / Managing Director 2 2
2 Mr. Mukund Lal Dua Member / Whole Time Director 2 2
3 Mr. Pankaj Shrimali Member / Independent Director 2 2
4 Ms. Deepa Verma Member / Independent Director 2 2

The CSR meetings were held on July 31, 2021 and January 29, 2022 during the Financial Year 2021-22 and were attended by all the
members.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company.
The weblink for the composition of CSR committee as part of the CSR Policy and CSR projects approved by the board are
disclosed on the website on https://www.relaxofootwear.com/investor-relations.
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
Your Company does not fall in the criteria of Impact assessment as per sub-rule (3) of rule 8 of the CSR Rules. Though your
Company believe that Impact assessment of a project is important to ascertain the change it brings to the society. However, due
to Covid-19, impact assessment could not be done during the year.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Amount available for set-off from Amount required to be setoff for the
S. No. Financial Year
preceding financial years (J in Lacs) financial year, if any (J in Lacs)
Not Applicable
S. No. Particulars Amount (J in Lacs)

6. Average net profit of the company as per section 135(5) 32223.98
7. (a) Two percent of average net profit of the company as per section 135(5) 644.48
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years Nil
(c) Amount required to be set off for the financial year, if any Nil
(d) Total CSR obligation for the financial year (7a+7b+7c) 644.48
8. (a) CSR amount spent or unspent for the financial year

Amount Unspent (J in Lacs)
Total Amount
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
Spent for the
Account as per section 135(6) second proviso to section 135(5)
Financial Year
Amount Date of transfer Name of the Fund Amount Date of transfer
Nil 644.48 April 26, 2022 NA NA NA
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Mode of
Amount Implementation
Item from Location of Amount
Amount transferred to Mode of - Through
the list of Local the project spent in
allocated Unspent CSR Imple- Implementing
S. Name of activities area Project the current
for the Account for the mentation – Agency
No. the Project in Schedule (Yes/ duration Financial
project project as per Direct
VII No) Year CSR
(J in Lacs.) Section 135(6) (Yes/No)
to the Act State District (J in Lacs) Name Registration
(J in Lacs)
number
Nil – Your Company has not spent against any ongoing projects during the Financial Year 2021-22 due to Covid-19 pandemic and delay in
identification of the ongoing project. The Board of the Company on the recommendation of CSR Committee, had approved Parivartan Model
School Project Phase-III, on January 29, 2022 with an outlay of H644.48 Lacs. However, the project could not be initiated due to the schools
remaining closed under the Covid-19 restrictions and hence the entire amount of H644.48 lacs at the end of the Financial Year 2021-22 has
been transferred to the Unspent CSR account of the Company on April 26, 2022.

(c) Details of CSR amount spent against other than ongoing projects for the financial year
(1) (2) (3) (4) (5) (6) (7) (8)
Item from the Local Location of the Mode of Mode of implementation - Through
project. Amount spent implementing agency.
S. Name of list of activities area implementation on
for the project
No. the Project in schedule VII to (Yes/ - Direct CSR registration
State District (J in Lacs). Name.
the Act No). (Yes/No). number.
1 NA –Your Company has not undertaken any project other than ongoing project for the Financial Year 2021-22. However, your Company
through its implementation agency (Relaxo Foundation) has spent on various projects undertaken in yester years (details in point 11).
(d) Amount spent in Administrative Overheads Nil

(e) Amount spent on Impact Assessment, if applicable NA
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) Nil
(g) Excess amount for set off, if any:

S. No. Particular Amount (J in Lacs)
(i) Two percent of average net profit of the company as per section 135(5) 644.48
(ii) Total amount spent for the Financial Year Nil
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Amount Amount transferred to any fund specified under Amount
transferred to Amount spent Schedule VII as per section 135(6), if any. remaining to
Preceding Unspent CSR in the reporting be spent in
S. No.
Financial Year. Account under Financial Year Name of the Amount Date of succeeding
section 135 (6) (J in Lacs) Fund (J in Lacs) transfer. financial years.
(J in Lacs) (J in Lacs)
1. 2020-21 542.71 120.51 - - - 422.20
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Amount Cumulative
Financial spent on the amount spent
Total amount Status of
Year in project in at the end
S. Name of the Project allocated for the project -
Project ID. which the the reporting of reporting
No. Project. duration. the project Completed /
project was Financial Financial
(J in Lacs) Ongoing.
commenced. Year Year.
(J in Lacs) (J in Lacs)
1 Parivartan 2020-21 3 Years 542.71 120.51 120.51 Ongoing
Phase II
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (Asset-wise details).
(a) Date of creation or acquisition of the capital asset(s) NA
(b) Amount of CSR spent for creation or acquisition of capital asset NA
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. NA
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). NA
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).
Your Company has decided to take up the “Parivartan” Model School Program – Phase III, by adopting 32 schools of Khanpur
and Laksar Blocks of Haridwar District, Uttarakhand, for Financial Year 2021-22 and the same was approved by the Board of
Directors, as recommended by the CSR committee on January 29, 2022. The project will be undertaken for a period of 3 (three)
years i.e. till the Financial Year 2024-25. However, due to Covid -19, actual execution will start from the next Financial Year i.e.
2022-23, however the ground work of project has been started. The full amount of H644.48 Lacs has been transferred to Relaxo

Footwears Ltd Unspent CSR Account 2021-22 on April 26, 2022, and will be utilized for Project Parivartan Phase III, during the
upcoming years.
Relaxo Foundation has spent H182.70 Lacs only, towards different projects from the CSR funds available of yester years. The
details are given in the below table:
Details of CSR Activities undertaken by the Company:

Sector in which the Amount Amount Cumulative
project is covered/ Outlay spent Expenditure Amount spent:
S. CSR Projects/ Relevant Section (Budget) on the up to the Direct or through
Locations
No. activity identified of Schedule VII in Project or projects or reporting implementing
which the project is Activity wise programs period agency
covered (J In Lacs) (J In Lacs) (J In Lacs)
1 Parivartan’ Model School Education Haridwar, 25.39 24.12 24.12Plan International
Project 13 Schools Uttrakhand (India Chapter) &
Relaxo Foundation
2 Remedial Education Education Delhi 20.00 20.00 44.12 Navjyoti India
Program Foundation
3 Customer Service Associate Vocational skills Delhi 5.61 6.66 50.78 GMR Varalakshmi
Vocational Course Foundation
4 Smile on Wheels (SoW) Healthcare Bhiwadi, Rajasthan 42.41 42.41 93.19 Smile Foundation
Mobile Health Unit
5 ‘NAYAN’ Giving Sight to the Healthcare Bhiwadi, Rajasthan 72.50 72.50 165.69 Dr. Shroff’s Charity
Underprivileged Eye Hospital
Sub Total 165.91 165.69
6 Administrative Expenses 20.00 17.01 182.70 Direct
Total 185.91 182.70
Note: All the above projects has been implemented by Relaxo Foundation (CSR00004306) through the partner agencies as
mentioned above.
Ramesh Kumar Dua Sushil Batra

Delhi, May 11, 2022 (Managing Director & Chairman of CSR Committee) (Chief Financial Officer)

Annexure 'E'
1. CONSERVATION OF ENERGY c) The capital investment on energy conservation of
Energy conservation is an ongoing process in your Company. energy:
Your Company is committed to invest in the latest energy There was no major capital investment on energy
efficient technologies, to conserve energy on all locations, conservation during the year.
plants and sites of the Company. As a part of Company's
endeavour towards conservation of energy and prevention 2. TECHNOLOGY ABSORPTION
of energy wastage, constant improvements are undertaken a) Efforts made towards technology absorption
in order to conserve energy on an ongoing basis. • Inhouse PU Blending – PU products comprises of two
main components, Polyol & Isocyanate blended in-
a) The steps taken or impact on conservation of energy:
house. Earlier your Company was purchasing blended
(i) The Company has started following initiatives at Polyol from Market which was much costlier, which is
plants for energy conservation which has led to now being blended in-house.
restrict the impact of increase in the cost of energy
• Setting up of captive fly-knit upper Manufacturing
thereby reducing the cost of production of goods:
facility, to cater to huge demand in Shoe & PU
• Achieved better steam to fuel ratio of boilers Division for Knitted uppers.
by adopting various measures including but not
• Two Stage Mixing all across and Introduction of
limited to segregation of high & low pressure
Polymer Blends for all Hawaii/ EVA products,
lines, insulation of steam headers etc., resulting
ensuring better physical properties and market
in reduction in steam cost per pair.
competitiveness.
• Changeover to PNG (Piped Natural Gas), from
b) Benefit derived as a result of the above efforts
LPG, in Bahadurgarh plants for Boiler Operation.
• Better environment friendly fuel.
• Replaced some of the conventional lights with
LEDs , conventional motors with servo motors • Better Quality of products.
and installed VFDs for compressors across plants. • Better shop floor environment in plants.
(ii) The Company has started following initiatives at • Less reliance on vendors
its retail outlets for energy conservation which has • Cost saving
led to substantial saving of its annual energy and
maintenance cost:- c) Technology imported during last 3 years: None
• Conducted a regular energy audit, for identifying d) Expenditure on R & D -
power losses at the retail outlets and exploring The Company has incurred expenditure of C5.66 Crore
appropriate steps to reduce power consumption through respective heads of accounts on R & D.
without affecting the operations.
3 FOREIGN EXCHANGE EARNINGS AND OUTGO
• Reduced energy consumption through using
Inverter air conditioner in new Retail outlets and a) Activities relating to export initiatives taken to increase
replacement old units at existing outlets. exports, development of new export for products and
export plans:
• Replacement of conventional lights fitting by
Efficient lighting fixtures in renovation and repair. Your Company regularly participate in prestigious
international exhibition and has developed markets
• Prompted to retail outlet staff regarding
of Asia, Middle East, Europe, Australia, Africa, South
awareness of energy saving.
America & Oceania and these markets will increase
b) The steps taken by Company for utilizing alternate overall export of Company in coming years. The branch
sources of energy: office is operational in Dubai for strategizing export plans
Traditionally, your Company has been using Pet Coke, and expand its business to newer geographies.
followed by agro based biofuel for all boilers across plants, b) Total Foreign Currency used and earned
requiring steam for process. As a strategic measure, (C in Crore)
your Company has changed all its agro / solid fuel based
Particulars 2021-22 2020-21
boilers to gas fired boilers (PNG & LPG), thereby changing
Used 565.61 299.94
over to green fuel and also helping environment through
much cleaner stack emission and clean environment at Earned 105.14 89.66
boiler floor level.

Annexure 'F'
EMPLOYEE STOCK OPTION PLAN (“ESOP”) provisions of SEBI (Share Based Employee Benefits and Sweat
The Company had instituted the Employee Stock Option Plan Equity) Regulations, 2021 and during the year, there is no
2014 (the "Plan") for employees of the Company by granting material change in the Scheme/ Plan:
stock options convertible into equity shares of the Company. The
Disclosures in compliance with Employee Stock Option Plan of
Plan was formulated in accordance with the SEBI (ESOS & ESPS)
the Company, are set below:
Guidelines, 1999, which were prevailing at the time of institution
of the Plan. The SEBI (ESOS & ESPS) Guidelines, 1999 stood I. The information pursuant to the provisions of SEBI (Share
repealed upon introduction of the SEBI (Share Based Employee Based Employee Benefits and Sweat Equity) Regulations,
Benefits) Regulations, 2014 which have been further replaced 2021, erstwhile SEBI (Share Based Employee Benefits)
by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2014, read with 'Guidance note on accounting
Regulations, 2021. The Plan was approved by the shareholders for Employee share-based payments' issued by ICAI have
of the Company, on August 5, 2014, through postal ballot. The been provided in Annexure-1 to this Report.
Plan provides for issue and allotment of not exceeding 9,00,090
Equity Shares to the eligible employees of the Company and II. Diluted EPS on issue of shares pursuant to all the schemes
subsequent to the Bonus Issue in July 2015 and June 2019, the covered under the regulations in accordance with Ind AS 33
number of options available increased to 31,79,940. Further, - Earnings Per Share issued by ICAI have been provided in
the Company hereby submit that it is in compliance with the Annexure-1 to this Report.
Annexure 1: Details related to ESOS

Requirements under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
Summary of Status of ESOPs Granted

The position of the existing schemes is summarized as under -
A. Summary
S. No. Particulars ESOP Scheme
1 Date of Shareholders Approval August 5, 2014
2 Total number of options approved 31,79,940
under the scheme
3 Date of Grants August 9, 2014, May 9, 2015, July 25, 2015, October 31, 2015, May 14, 2016, July 30, 2016, November
5, 2016, August 5, 2017, November 4, 2017, May 11, 2018, August 4, 2018, November 3, 2018, May
10, 2019, August 3, 2019, November 2, 2019, June 6, 2020, August 1, 2020 ,October 31, 2020 and
November 1, 2021
4 Options Granted 20,50,130
5 Vesting Schedule Minimum 1 Year from the date of Grant
6 Pricing Formula Closing Market Price prior to the date of the meeting of the Nomination and Remuneration
Committee in which options are granted , on the stock exchange on which the shares of the
Company are listed. In case shares are listed on more than one stock exchange then the stock
exchange where the highest trading volume is recorded on the said date shall be considered.
7 Maximum Term of Options Granted 8 years from the date of Grant
8 Source of Shares Primary
9 Variation in terms of Options No Variations
10 Method used for Accounting of ESOP Fair Value Method
B. Option Movement During the year

1 Options Outstanding at the Beginning of the year 5,08,995
2 Number of Options Granted during the year 3,58,000
3 Number of options vested during the year 4,62,340
4 Number of options exercised during the year 4,83,945

5 Total number of shares arising as a result of exercise of options 4,83,945
6 Number of options Cancelled & lapsed during the year 26,200
7 Number of Options outstanding at the end of the year 3,56,850
8 Number of Options exercisable at the end of the year 23,450
9 Money realised by exercise of options during the year (H) 13,93,32,870
10 Loan repaid by the trust during the year from the exercised price received NA
C. Employee-wise details of options granted to:

(i) Senior managerial personnel
Name No. of options granted

Anil Kumar Jha 4,500
Ashish Nigam 4,200
Ashish Srivastava 6,000
Deval Ganguly 9,700
Hans Raj Sapra 9,600
Manoj Pratap Singh 4,500
Neeraj Kumar Awasthi 5,400
P N Tiwari 2,200
Pratikshit Gupta 1,600
R Lakshmanan 6,400
Rajesh Manuja 2,800
Rishi Mutreja 4,500
Sushil Batra 10,600
Syed Shahroze Farhat 2,700
Verinder Kumar 7,300
Vijay Wadhwani 4,700
Vikas Kumar Tak 2,600
Vinay Kumar Bajaj 9,400
Total 98,700
(ii) Employees who were granted options during the year, amounting to 5% or more of the options.

NIL
(iii) 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
D(i). Weighted average exercise price of Options granted during the year whose
(a) Exercise price equals market price (C) 1,331.00
(b) Exercise price is greater than market price (C) Nil
(c) Exercise price is less than market price (C) Nil

D(ii) Weighted average fair value of options whose
(a) Exercise price equals market price (C) 382.15
(b) Exercise price is greater than market price (C) Nil
(c) Exercise price is less than market price (C) Nil
E. Method and Assumptions used to estimate the fair value of options granted during the year:
a) The fair value has been calculated using the Black Scholes Option Pricing model. The assumptions used in
the model are as follows:
Stock Price (C) 1,331.00
Volatility 29.69%
Risk free Rate 5.20%
Exercise Price (C) 1,331.00
Time to Maturity (In Years) 3.50
Dividend yield 0.19%
b) The volatility used in the Black-Scholes option-pricing model is the annualized standard deviation of the continuously compounded rates
of return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the options
and is based on the daily volatility of the Company’s stock price on NSE
c) There are no market conditions attached to the grant and vest.

Annexure 'G'
INDEPENDENT AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To,
THE MEMBERS OF
RELAXO FOOTWEARS LIMITED
1. We, B R Maheswari & Co LLP, Chartered Accountants, the Statutory Auditors of Relaxo Footwears Limited (“the Company”),
have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2022,
as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing
(Obligation and Disclosure requirements) Regulations, 2015 (the Listing Regulations).
Management's Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This Responsibility includes the
Design, implementation and maintenance of internal controls and procedures to ensure the compliance with the conditions of
the Corporate Governance stipulated in Listing Regulations.
Auditors’ Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
Statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes
of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification
of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing
specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the
Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the
Listing Regulations during the year ended March 31, 2022.
8. We 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 B R Maheswari & Co LLP

Chartered Accountants
Firm’s Registration No. 001035N/N500050
Akshay Maheshwari
Partner
Membership No. 504704
New Delhi, May 11, 2022 UDIN: 22504704AJMDHX4315

CORPORATE GOVERNANCE REPORT
Corporate Governance is about our commitment to human values and Ethical Behavior. Relaxo has implemented corporate
in business which translates into ethical corporate conduct. governance practices that go beyond just meeting the
Corporate Governance is about balancing economic goals with letter of law. The Company has voluntarily adopted and
greater responsibilities towards society and creating valuable evolved various practices of Governance conforming to
impact with practices and policies embedded within Company’s highest ethical and responsible standards of business. The
value system, management ethos, and business practices. Company has not only adopted practices mandated in the
Corporate Governance practices are reflection of one’s value, SEBI (Listing Obligations and Disclosure Requirements)
culture, policies and the manner in which it deals with various Regulations, 2015 (hereinafter referred as “Listing
stakeholders. Timely and accurate disclosure of information Regulations”), but also incorporated the relevant non-
regarding the financial situation, performance, ownership and mandatory recommendations.
governance of the Company is an important part of Corporate
Governance. When adhered to and implemented in the best of 2. BOARD OF DIRECTORS
spirit, Corporate Governance positively impacts the activities, Composition
processes and policies of an organization, portray a positive In terms of Regulation 17 of the Listing Regulations, the
vision to investors and enhance the trust and confidence of the composition of the Board of your Company is well diverse.
stakeholders. It can also encourage a sense of trustworthiness Every member of the Board is having experience and
amongst the society at large, influence the immediate corporate expertise in their respective fields. The Board is entrusted
environment positively and have an overall healthy impact on the with the ultimate responsibility of the management,
national economy. direction and performance of the Company.
At Relaxo Footwears Limited (“Relaxo”), we believe that good The Company’s policy is to maintain an optimum
Corporate Governance is a continuing exercise and that each one combination of Executive and Non-Executive/Independent
at Relaxo is equally responsible and committed to support this Directors. As on March 31, 2022, the Company has 1 (One)
cause in all management and operational activities. Integrity Managing Director, 3 (Three) Whole Time Directors and 4
and transparency are key to our Corporate Governance practices (Four) Non-Executive Independent Directors including 1
helping us earn trust of our stakeholders and facilitate effective (One) Woman Independent Director. The composition of
and prudent management to come up to their expectations. Your the Board represents an optimal mix of professionalism,
Company is conscious of the fact that success of a corporation knowledge, experience and expertise in varied fields
is a reflection of the professionalism, conduct and ethical values enabling it to discharge its responsibilities and provide
of its management and employees. In addition to regulatory effective leadership for long-term vision with highest
compliance, your Company endeavours to meet highest standards of governance. The Board reviews its strength
standards of ethical and responsible conduct throughout the and composition from time to time to ensure that it
organisation in letter and in spirit. remains aligned with the statutory as well as business
requirements.
The Board of Directors (the “Board”) are responsible for and
committed to sound principles of Corporate Governance in Board Meetings and its Attendance
the Company. The Board plays a crucial role in overseeing how
During the Financial Year ended March 31, 2022, the Board
the management serves the short and long-term interests of
of Directors of the Company met 4 (Four) times on May
shareholders and other stakeholders.
20 , 2021, July 31, 2021, November 1, 2021, and January 29,
1. GOVERNANCE PHILOSPHY 2022. The intervening period between the Board Meetings
were within the maximum time gap prescribed under the
Corporate Governance has occupied pivotal position at
Companies Act, 2013 (hereinafter referred as the “Act”) and
Relaxo Footwears Limited since inception. The business
Regulation 17 of the Listing Regulations.
has, since then, been conducted in most transparent and
ethical manner. Relaxo’s governance framework is driven Necessary disclosures regarding Directorship and
by the objective of enhancing long term stakeholder Committee positions in other Companies as on March
value without compromising on ethical standards and 31, 2022 have been made by the Directors. As per the
corporate social responsibilities. The Company continuously disclosures received from them, none of the Directors of the
endeavors to maintain pace with changing socio-economic Company is a member of more than 10 (Ten) Committees
scenario to ensure that the conduct of business is as per the (considering only Audit Committee and Stakeholders’
policies of the management, namely Honesty, Transparency Relationship Committee) or Chairman of more than 5 (Five)

Committees across all listed companies in which he / she is a Director. Also, none of the Directors serve as a Director in more
than 7 (Seven) Listed Companies.
The composition of the Board during the Financial Year under review and position held by Directors on the Board / Committees
of the Company as on March 31, 2022 along with their attendance at Board meetings and Annual General Meeting (“AGM”) of
the Company during the Financial Year under review are given below:
No. of positions held as on March 31, 2022
No.
Attendance No. of
of board Name of Listed
at last AGM equity
meetings Entity where
Name of (August 26, No. of Committee2 shares
Category of Directors attended the person
Directors 2021) attended other (including the Company) held as on
(total held is a Director
through VC/ Directorship1 March 31,
during (Category)
OAVM 2022
tenure)
Membership Chairmanship
Ramesh Promoter Managing 4(4) Yes 1 1 - - 5,78,17,744
Kumar Dua Director- Executive
Mukand Lal Promoter Whole 4(4) Yes - 1 - - 5,01,41,920

Dua Time Director-
Executive
Nikhil Dua Promoter Whole 4(4) Yes - 1 - - 93,43,674

Time Director-
Executive
Deval Ganguly Whole Time 4(4) Yes - - - - 5,929

Director- Executive
Vivek Kumar Independent 4(4) Yes - 2 1 - -

Director- Non-
Executive
Pankaj Independent 4(4) Yes - 1 1 - 16,050

Shrimali Director- Non-
Executive
Rajeev Independent 4(4) Yes - 1 - - -

Rupendra Director- Non-
Bhadauria Executive
Deepa Verma Independent 4(4) Yes - - - - -

Director- Non-
Executive
1. For the purpose of considering the limit of the number of directorship and Chairman/member of committees, Private Limited Companies,
Foreign Companies and Companies under Section 8 of the Act are excluded which is in line with the requirement of relevant conditions of
Regulation 26 of the Listing Regulations.The directorships held by Directors as mentioned above do not include the directorships held in
Relaxo Footwears Limited.
2. Committees considered for the purpose are those prescribed under Regulation 26 of the Listing Regulations viz. Audit Committee and
Stakeholders’ Relationship Committee of Indian Public Limited companies including Relaxo Footwears Limited.
3. Mr. Ramesh Kumar Dua and Mr. Mukand Lal Dua, Directors are related to each other. Mr. Mukand Lal Dua is also related to Mr. Nikhil Dua,
Whole Time Director of the Company. None of the Directors other than above have any relationship with any Director of the Company as
per Sec 2(77) of the Act including rules thereunder.

The below matrix summarizes the skills, expertise and competencies possessed by our individual directors, which are key to
corporate governance and board effectiveness as on March 31, 2022:
Finance, Marketing
Manufacturing
Governance - developing & Human Resource
& Operations -
governance practices, Development -
Strategy & Planning - Production and
serving the best interests finance, investment &
Name of Directors Business strategy and Product development,
of all stakeholders and commercial banking,
Corporate Management Quality enhancement,
driving corporate ethics institution affairs,
Plant Management,
and values human resource,
environment & safety
marketing & sales
Ramesh Kumar Dua √ √ √ √
Mukand Lal Dua √ √
Nikhil Dua √ √
Deval Ganguly √ √
Pankaj Shrimali √ √ √
Vivek Kumar √ √ √
Rajeev Rupendra Bhadauria √ √
Deepa Verma √ √
Familiarization Program At the time of appointment and thereafter at the

In order to encourage active participation of Independent beginning of each financial year or whenever there is any
Directors and in order to understand the business of the change in the circumstances which may affect their status,
Company, programs are conducted for the Independent the Independent Directors submit declaration confirming
Directors with detailed presentations covering all aspects of their independence and compliance with various eligibility
information that they need to possess/update. The details criteria laid down by the Company among other disclosures
of the programs/sessions conducted for familiarization of and the Company also ensures that its Directors meet the
Independent Directors can be accessed on the Company aforesaid eligibility criteria. All such declarations are placed
website at the link https://www.relaxofootwear.com/ before the Board for its information. All Independent
other-disclosures. Directors of the Company have registered themselves with
the Independent Directors’ databank and submitted the
Board Support declarations with the Company that they are exempt from
The Company Secretary is responsible for collation, review appearing in the test as required under Rule 6 of Companies
and distribution of all papers submitted to the Board and (Appointment and Qualification of Directors) Rules, 2014.
Committees thereof for consideration. The Company
In the opinion of the Board, it is confirmed that Independent
Secretary is also responsible for preparation of the Agenda
Directors of the Company fulfill the conditions specified in
and convening of the Board and Committee Meetings. The
the Act and Listing Regulations and are independent of the
Company Secretary attends all the Meetings of the Board
management.
and its Committees, either in the capacity of Secretary of
the Committees or as a Member of the Committee. The Meeting of Independent Directors
Company Secretary advises / assures the Board and its
The Independent Directors meet separately at least
Committees on Compliance and Governance principles and
once in a Financial Year, without the attendance of non-
ensures appropriate recording of minutes of the Meetings.
independent Directors and members / representatives of
Independent Directors management of the Company. They meet to discuss and
form an independent opinion on the agenda items, various
All Independent Directors of the Company have been
other Board-related matters, identify areas where they need
appointed as per the provisions of the Act and Listing
clarity or information from management and to annually
Regulations. Formal letters of appointment / re-
review the performance of Non-Independent Directors, the
appointment have been issued to the Independent
Board as a whole and the Chairman appointed for the Board
Directors which inter-alia explains the role, function, duties
meetings.
and responsibilities as an Independent Director of the
Company. The terms and conditions of their appointment / During the Financial Year 2021-22, the Independent
re-appointment are disclosed on the Company’s website in Directors met once on March 11, 2022.
the investor section at https://www.relaxofootwear.com/
terms-conditions-of-independent-director. The Company familiarizes its Independent Directors with

the Company, their roles, rights, responsibilities in the a) Oversight of the company’s financial reporting
Company, nature of the industry in which the Company process and the disclosure of its financial
operates, business model of the Company etc., through information to ensure that the financial
various programs. The Independent Directors inter alia statement is correct, sufficient and credible;
discuss the issues arising out of Committee meetings and b) Recommendation for appointment,
Board discussion including the quality, quantity and timely remuneration and terms of appointment of
flow of information between the Company Management auditors of the company;
and the Board that is necessary for the Board to effectively
c) Approval of payment to statutory auditors for
and reasonably perform their duties.
any other services rendered by the statutory
The Familiarization program imparted to Independent auditors;
Directors is available on the Company’s website at the d) Reviewing, with the management, the annual
following web link: https://www.relaxofootwear.com/ financial statements and auditor's report
other-disclosures. thereon before submission to the board for
approval, with particular reference to:
3. COMMITTEES OF THE BOARD OF DIRECTORS
• Matters required to be included in the
To focus effectively on the issues and ensure expedient Directors’ Responsibility Statement to be
resolution of diverse matters, the Board has constituted included in the Directors’ Report in terms
several Committees of Board with specific terms of of clause (c) of subsection 3 of Section 134
reference. The Committees operate as empowered agents of the Act.
of the Board as per their terms of reference that set forth
• Changes, if any, in accounting policies and
their purposes, goals and responsibilities. Committee
practices and reasons for the same.
members are appointed by the Board with the consent
of individual Directors. The Board-level Committees • Major accounting entries involving
constituted in the Company are: estimates based on the exercise of
judgment by management.
i. Audit Committee
• Significant adjustments made in the
ii. Stakeholder Relationship Committee (“SRC”)
financial statements arising out of audit
iii. Nomination and Remuneration Committee (“NRC”) findings.
iv. Corporate Social Responsibility Committee ("CSR") • Compliance with listing and other legal
v. Risk Management Committee (“RMC”) requirements relating to financial
statements.
The Company Secretary acts as the Secretary of all the
• Disclosure of any related party transactions.
Committees. Detailed terms of reference, composition,
quorum, meetings, attendance and other relevant details • Modified opinion(s) in the draft audit
of these Committees are as under: report, if any
I. AUDIT COMMITTEE e) Reviewing, with the management, the quarterly

financial statements before submission to the
As required under Section 177 of the Act, and
board for approval.
Regulation 18 read with Part C of Schedule II of Listing
Regulations and as a measure for good Corporate f) Reviewing, with the management, the
Governance and to provide assistance to the Board statement of uses / application of funds raised
in its responsibility for overseeing the quality and through an issue (public issue, rights issue,
integrity of the accounting, auditing and reporting preferential issue, etc.), the statement of funds
practices of the Company, an Audit Committee has utilized for purposes other than those stated
been constituted. The Audit Committee primarily in the offer document / prospectus / notice
constitutes a formal and transparent arrangement and the report submitted by the monitoring
for accurate financial reporting and strong internal agency monitoring the utilization of proceeds of
controls. All members of the Audit Committee, a public or rights issue, and making appropriate
including the Chairman, are financially literate. recommendations to the Board to take up steps
in this matter.
The terms of reference of the Audit Committee g) Review and monitor the auditor’s independence
includes all the matters prescribed under the applicable and performance, and effectiveness of audit
provisions of the Act and Listing Regulations which, process.
inter alia, include the following:

h) Approval or any subsequent modification of Board of Directors, from time to time, or as may
transactions of the company with related parties. be stipulated under any law, rule or regulation
i) Scrutiny of inter-corporate loans and including Listing Regulations and the Act.
investments. The Audit Committee is empowered, pursuant to the
j) Valuation of undertakings or assets of the terms of reference, to investigate any activity within
company, wherever it is necessary. its terms of reference and to seek any information
k) Evaluation of internal financial controls and risk it requires from any employee, obtain legal or other
management systems. independent professional advice and to secure the
attendance of outsiders with relevant expertise,
l) Reviewing, with the management, performance
which is considered necessary and reviews other
of statutory and internal auditors, adequacy of
matters also which are referred to it from time to time
the internal control systems;
by the Board or it considers appropriate for discharge
m) Reviewing the adequacy of internal audit of its various functions.
function, if any, including the structure of
the internal audit department, staffing and The Audit Committee shall mandatorily review the
seniority of the official heading the department, following information:
reporting structure coverage and frequency of a) Management discussion and analysis of
internal audit. financial condition and results of operations;
n) Discussion with internal auditors of any b) Statement of significant related party
significant findings and follow up there on. transactions (as defined by the Audit
o) Reviewing the findings of any internal Committee), submitted by management;
investigations by the internal auditors into c) Management letters / letters of internal control
matters where there is suspected fraud or weaknesses issued by the statutory auditors;
irregularity or a failure of internal control d) Internal audit reports relating to internal control
systems of a material nature and reporting the weaknesses;
matter to the Board.
e) Appointment, removal and terms of
p) Discussion with statutory auditors before the remuneration of the chief internal auditor shall
audit commences, about the nature and scope be subject to review by the audit committee;
of audit as well as post-audit discussion to
f) Statement of deviations;
ascertain any area of concern;
g) Quarterly statement of deviation(s) including
q) To look into the reasons for substantial defaults
report of monitoring agency, if applicable,
in the payment to the depositors, debenture
submitted to stock exchange(s) in terms of
holders, shareholders (in case of non-payment
Regulation 32(1); and
of declared dividends) and creditors.
h) Annual statement of funds utilized for purposes
r) To review the functioning of the Whistle Blower
other than those stated in the offer document/
mechanism.
prospectus/notice in terms of Regulation 32(7).
s) Approval of appointment of Chief Financial
Officer (i.e., the whole-time Finance Director or Composition and Attendance
any other person heading the finance function As on March 31, 2022, the Audit Committee comprised
or discharging that function) after assessing the of 4 (Four) members namely Mr. Pankaj Shrimali
qualifications, experience and background, etc. Chairman, Mr. Vivek Kumar, Mr. Nikhil Dua and Mr.
of the candidate. Rajeev Rupendra Bhadauria - Members.
t) Reviewing compliance with the provisions of
During the Financial Year under review, the Audit
SEBI (Prohibition of Insider Trading) Regulations,
Committee met 4 (Four) times i.e. May 20, 2021, July
2015 on quarterly basis.
31, 2021, November 1, 2021, and January 29, 2022. All
u) Considering and commenting on rationale, the Audit Committee meetings were held within the
cost-benefits and impact of schemes involving period of 120 days.
merger, demerger, amalgamation etc., on the
listed entity and its shareholders. All the recommendations made by the Audit
Committee were accepted by the Board. The
v) Undertake/ carrying out any other function as
composition and attendance of members at the
is mentioned in the terms of reference of the
meetings held during the year under review is as
Audit Committee or as may be assigned by the
follows:

No. of Meetings No. of Meetings
Name of Members Designation Category
held attended
Mr. Pankaj Shrimali Chairman Non-Executive & Independent Director 4 4
Mr. Nikhil Dua Member Whole Time Director 4 4
Mr. Rajeev Rupendra Bhadauria Member Non-Executive & Independent Director 4 4
Mr. Vivek Kumar Member Non-Executive & Independent Director 4 4
Members of the Audit Committee have requisite (c) Review of adherence to the service standards
Financial and Management expertise. The meetings adopted by the listed entity in respect of various
of Audit Committee are also attended by the Chief services being rendered by the Registrar & Share
Financial Officer, Statutory Auditors and Internal Transfer Agent.
Auditor as special invitees. The Chairman of the
(d) Review of the various measures and initiatives
Committee was present at the last AGM of the
taken by the listed entity for reducing the
Company held on August 26, 2021 through VC/OAVM.
quantum of unclaimed dividends and ensuring
Mr. Vikas Kumar Tak, acts as Company Secretary and timely receipt of dividend warrants/annual
Compliance Officer of the Company. reports/statutory notices by the shareholders of
the company.
II. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
(e) Any allied matter out of and incidental to these
In compliance with Regulation 20 read with Part D of functions.
Schedule II of the Listing Regulations and Section 178
of the Act, the Company has constituted Stakeholders’ Composition and Attendance
Relationship Committee. As on the Financial Year ended March 31, 2022, the
The role of the Committee inter-alia includes the Stakeholders’ Relationship Committee comprised
following: of 3 (Three) members. Mr. Vivek Kumar, a Non
Executive Independent Director of the Company is the
(a) Resolving the grievances of the security holders Chairman of the Committee. The other members of
of the listed entity including complaints related the Committee are Mr. Ramesh Kumar Dua and Mr.
to transfer/transmission of shares, non-receipt Mukand Lal Dua.
of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, During the Financial Year under review, the
general meetings etc. Stakeholders’ Relationship Committee met 3 (three)
times i.e. July 31, 2021, November 1, 2021, and
(b) Review of measures taken for effective exercise
November 19, 2021. The composition and attendance
of voting rights by shareholders.
of members at the meetings held during the Financial
Year under review is as follows:
Name of Members Designation Category No. of Meetings held No. of Meetings attended
Mr. Vivek Kumar Chairman Non-Executive & Independent Director 3 3
Mr. Ramesh Kumar Dua Member Managing Director 3 3
Mr. Mukand Lal Dua Member Whole Time Director 3 3
Status of total complaints received during the Financial Year ended March 31, 2022:
S. No. Particulars No. of Complaints
1 Complaints, suggestions and grievances received during the year 39
2 Complaints resolved within 15 days 38
3 Complaints pending on March 31, 2022 1
The Chairman of the Committee was present at the last AGM held on August 26, 2021 through VC/OAVM. Mr. Vikas Kumar
Tak, Company Secretary of the Company is the Compliance Officer of the Company.
Pursuant to the provisions of the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 notified by the Ministry of Corporate Affairs (“MCA”) as amended from time to time, all shares in
respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are liable
to be transferred to the Investors Education and Protection Fund (“IEPF”) established by the Central Government.

In compliance with the aforesaid provisions, during down and recommend to the board of directors
the year the Company has transferred a total of 2,142 their appointment and removal.
(Two Thousand One Hundred and Forty Two) equity (e) Whether to extend or continue the term of
shares to the IEPF Authority. appointment of the independent director, on the
basis of the report of performance evaluation of
III. NOMINATION AND REMUNERATION COMMITTEE
independent directors.
The Nomination and Remuneration Committee
(f) Recommend to the Board, all remuneration,
functions according to its terms of reference that
in whatever form, payable to Directors, KMP,
define its authority, responsibility and reporting
Senior Management, i.e. salary, benefits, bonus,
functions in accordance with Section 178 of the Act
stock options etc. and determining policy on
and Regulation 19 read with Part D of Schedule II to
service contracts, notice period, severance fees
the Listing Regulations. The role of the Nomination
for Directors, KMP and Senior Management.
and Remuneration Committee inter-alia includes the
following: (g) Reviewing and determining fixed component
and performance linked incentives for Directors
(a) Formulation of the criteria for determining
along with the performance criteria.
qualifications, positive attributes and
independence of a director and recommend to As required under SEBI (Share Based Employee Benefit
the Board of directors a policy relating to, the and Sweat Equity) Regulations, 2021, erstwhile SEBI
remuneration of the directors, key managerial (Share Based Employee Benefits) Regulations, 2014, the
personnel and other employees. Board has also designated the existing Nomination and
(a1) For every appointment of an independent Remuneration Committee for ensuring the compliance
director, the Nomination and Remuneration and to perform all functions and responsibilities stated
Committee shall evaluate the balance of under the said Regulations and the Committee is also
skills, knowledge and experience on the Board responsible for administering the Stock Option Plan of
and on the basis of such evaluation, prepare the Company and determining eligibility of employees
a description of the role and capabilities for stock options.
required of an independent director. The person
recommended to the Board for appointment Composition and Attendance
as an independent director shall have the As on March 31, 2022 the Committee comprised of 3
capabilities identified in such description. (Three) members. Mr. Pankaj Shrimali, Non-Executive
(b) Formulation of criteria for effective evaluation Independent Director of the Company is the Chairman
of performance of the Board, Independent of the Committee. The other members of the
Directors and other individual directors and Committee are Ms. Deepa Verma and Mr. Vivek Kumar.
review its implementation and compliance
The Chairman of the NRC was present at the last
thereof.
AGM held on August 26, 2021. During the Financial
(c) Devising a policy on diversity of board of Year under review, the Committee met 4 (Four) times
directors. i.e. May 20, 2021, July 31, 2021, November 1, 2021, and
(d) Identifying persons who are qualified to become January 29, 2022. The composition and attendance of
directors and who may be appointed in senior members at the meetings held during the Financial
management in accordance with the criteria laid Year under review is as follows:
No. of Meetings
Name of Members Designation Category No. of Meetings held
attended
Mr. Pankaj Shrimali Chairman Non-Executive & Independent Director 4 4
Mr. Vivek Kumar Member Non-Executive & Independent Director 4 4
Ms. Deepa Verma Member Non-Executive & Independent Director 4 4

Nomination and Remuneration Policy of the Company Meetings was also evaluated by all the Directors on the
The Nomination and Remuneration Policy is also basis of managing relations, leadership, competence
available on the website of the Company at the and diligence. Directors were evaluated on aspects
following link https://www.relaxofootwear.com/ such as attendance and contribution at Board/
media/file/pdf/download_file/nomination--and-- Committee Meetings, guidance/ support to the
remuneration--policy-1607581216.pdf. management outside Board/ Committee Meetings,
professional qualifications and prior experience.
Pursuant to applicable provisions of the Act and
the Listing Regulations, the Board of Directors, in The Independent Directors’ performance evaluation
consultation with Nomination and Remuneration was carried out by the entire Board excluding the
Committee, has formulated a Board evaluation Director being evaluated.
framework containing inter–alia, the criteria for
performance evaluation of the entire Board of the The performance evaluation of the Chairman appointed
Company, its Committees and individual Directors for the Board Meetings and the Non-Independent
including Independent Directors. Directors was carried out by the Independent Directors
who also reviewed the performance of the Board as a
The NRC has specified the manner for effective whole.
evaluation of performance of Board, its Committee
and individual Director including Independent 4. REMUNERATION DETAILS
Directors. The Board has carried out evaluation of The details of remuneration paid to Executive and Non-
performance of each of them. The NRC reviews its Executive Directors during the Financial Year 2021-22 are
implementation and ensures the compliances thereof. given below:
Board’s functioning was evaluated on various aspects
i) Executive Directors
including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, The Managing Director and Whole-Time Directors are
role and accountability, management oversight, risk paid remuneration as per the terms recommended by
management, culture and communication, frequency the Nomination and Remuneration Committee and
and effectiveness of meetings. Board of Directors of the Company and approved by
the members of the Company subject to such other
The Committees of the Board were assessed on the statutory approvals as may be necessary. Details of
basis of degree of fulfillment of key responsibilities, remuneration paid to the Executive Directors in the
adequacy of Committee composition and effectiveness Financial Year 2021-22 is as follows:
of meetings. The Chairman appointed for the Board
(C in Lacs)
(Managing Director) (Whole-Time Directors)
Particular
Mr. Ramesh Kumar Dua Mr. Mukand Lal Dua Mr. Nikhil Dua Mr. Deval Ganguly
Salary 180.00 180.00 90.95 98.45
Commission Payable 1,219.00 1,219.00 - -
Contribution to Provident Fund 21.60 21.60 4.75 5.01
Perquisite value of Stock Options - - - 303.94
Allowance/ Perquisites 2.14 2.14 3.70 3.81
Performance Incentive - - 23.45 23.29
Total 1,422.74 1,422.74 122.85 434.50
1. Mr. Ramesh Kumar Dua, and Mr. Mukand Lal 3. During the year, 9,700 options were granted
Dua, were re-appointed as Managing Director and 27,300 options were exercised by Mr. Deval
and Whole-time Director of the Company Ganguly. The options were granted and vested as
respectively for a period of five (5) years with per the RFL ESOP, 2014 and details are provided
effect from April 1, 2019 and are related to each in Annexure F of the Board Report.
other. 4. Mr. Nikhil Dua, Whole-Time Director was re-
2. Mr. Deval Ganguly, Whole-Time Director, was re- appointed with effect from October 1, 2020 for
appointed with effect from November 5, 2021 a period of three (3) years and is related to Mr.
for a period of three (3) years. Mukand Lal Dua.

5. No severance fee is payable to Managing Director of remuneration paid by way of sitting fees to the Non-
and Whole-Time Directors. Executive and Independent Directors for attending
6. Notice period for the Executive Directors is three Board and its Committees Meetings during the
(3) months. Financial Year ended March 31, 2022 and the number
of shares held by the Non-Executive and Independent
ii) Non-Executive Directors:- Directors as on March 31, 2022 are as under:
The Company has formulated the criteria of making
payments to non-executive Directors and the details
(C in Lacs)
Name of Directors Category Sitting Fees Commission Total No. of shares held
Mr. Pankaj Shrimali Non –Executive & Independent Director 4.00 2.50 6.50 16,050
Mr. Vivek Kumar Non –Executive & Independent Director 3.28 2.50 5.78 -
Ms. Deepa Verma Non –Executive & Independent Director 2.80 2.50 5.30 -
Mr. Rajeev Rupendra Bhadauria Non –Executive & Independent Director 2.80 2.50 5.30 -
Note: The remuneration to Directors is within the overall limit approved by shareholders.
During the year, there were no pecuniary relationships The Board has adopted the CSR Policy as formulated
or transactions between the Company and any of its and recommended by the CSR Committee and
Non-Executive Directors apart from sitting fees and is available on the website of the Company at
commission. The Company has not granted any stock https://www.relaxofootwear.com/media/file/pdf/
options to any of its Non-Executive Independent download_file/corporate-social-responsibility-
Directors. policy-1628254446.pdf.
IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE The Report on CSR activities for the Financial Year
The Company has constituted Corporate Social 2021-22 forms a part of the Directors’ Report.
Responsibility (“CSR”) Committee which functions
Composition and Attendance
according to its terms of reference in accordance with
Section 135 of the Act which, inter alia, include: As on March 31, 2022, the Committee comprised of
4 (Four) members namely Mr. Ramesh Kumar Dua-
a) Formulate and recommend to the Board, a
Chairman, Mr. Mukand Lal Dua, Mr. Pankaj Shrimali
CSR Policy indicating the activity(ies) to be
and Ms. Deepa Verma- Members.
undertaken by the Company as specified in
Schedule VII of the Act. During the Financial Year under review, the Committee
b) Recommend the amount to be spent on the CSR met 2 (Two) times on July 31, 2021 and January 29,
activities. 2022. The composition and attendance of members
c) Monitor the Company’s CSR Policy periodically. at the meetings held during the Financial Year under
review is as follows:
d) Attend to such other matters and functions as
may be prescribed from time to time.
held attended
Mr. Ramesh Kumar Dua Chairman Managing Director 2 2
Mr. Mukand Lal Dua Member Whole Time Director 2 2
Mr. Pankaj Shrimali Member Non –Executive & Independent Director 2 2
Ms. Deepa Verma Member Non –Executive & Independent Director 2 2
V. RISK MANAGEMENT COMMITTEE risk appetite, risk tolerance, risk assessments (risk
In compliance with the Regulation 21 to the Listing identification, risk evaluation, risk management and
Regulations, the Company has constituted Risk mitigation) etc. including cyber security. The risk
Management Committee. management policy is available at the website of
the Company at https://www.relaxofootwear.com/
The role of Risk Management Committee is to focus on media/file/pdf/download_file/risk-management--
risk management including determination of Company’s policy-1607581048.pdf.

As on March 31, 2022, the Committee comprised of least twice in a year. During the Financial Year under
5 (Five) members namely Mr. Ramesh Kumar Dua- review, the Committee met 2 (Two) times on August
Chairman, Mr. Deval Ganguly, Mr. Pankaj Shrimali, Mr. 31, 2021 and February 21, 2022. All the Risk Committee
Ritesh Dua and Mr. Sushil Batra- Members. meetings were held within the period of 180 days.
The attendance of each member at the meeting held
As per SEBI (LODR) (Second Amendment) Regulations, during the Financial Year under review is as follows:
2021, the Risk Management Committee shall meet at

held attended
Mr. Ramesh Kumar Dua Chairman Managing Director 2 2
Mr. Deval Ganguly Member Whole Time Director 2 2
Mr. Pankaj Shrimali Member Non-Executive & Independent Director 2 2
Mr. Ritesh Dua Member Executive Vice President (Finance) 2 2
Mr. Sushil Batra Member Chief Financial Officer 2 2
7. VENUE & TIME OF ANNUAL GENERAL MEETINGS

The last 3 (Three) AGMs of the Company were held within the statutory time period and the details of the same are reproduced
herein below:
No. of
Year Venue Special Day and Date Time
Resolution
2020-21 AGM held through Video Conferencing (‘VC”) / Other Audio Visual Means 2 Thursday, August 26, 10.30 a.m.
(“OAVM”), due to COVID-19 pandemic in compliance with various circulars 2021
issued by MCA and SEBI.
2019-20 AGM held through Video Conferencing (‘VC”) / Other Audio Visual Means 5 Thursday, September 10.30 a.m.
(“OAVM”), due to COVID-19 pandemic in compliance with various circulars 24, 2020
issued by MCA and SEBI.
2018-19 Sri Sathya Sai International Centre, Lodhi Road, Institutional Area, Pragati 2 Thursday, September 10.30 a.m.
Vihar, New Delhi-110 003 26, 2019
8. EXTRA ORDINARY GENERAL MEETING All transactions entered into with related parties as
During the Financial Year 2021-22, no Extra Ordinary General defined under the Act and the Listing Regulations
Meeting was held. during the Financial Year were in the ordinary course
of business and on an arm’s length basis and do not
9. POSTAL BALLOT attract the provisions of Section 188 of the Act.
No special resolution was passed through postal ballot
None of the transactions with any of the related
during the last year.
parties were in conflict with the interest of the
Whether any Special Resolution is proposed to be passed Company rather, they synchronize and synergies with
through Postal Ballot the Company’s operations. Attention of members
is drawn to the disclosure of transactions with the
No Special Resolution was passed through Postal Ballot
related parties set out in note no. 39 of the Financial
during the Financial Year and no resolution is proposed to
Statements, forming part of the Annual Report.
be passed through Postal Ballot.
The required statements / disclosures, with respect
10. DISCLOSURES
to the related party transactions, are placed before
a) Disclosures on materially significant related party the Audit Committee /Board, on quarterly basis in
transactions that may have potential conflict with terms of Regulation 23(3) of the Listing Regulations
the interests of your Company at large and other applicable laws for approval / information.
During the Financial Year 2021-22, there was no Prior omnibus approval is obtained for Related Party
materially significant related party transaction Transactions which are of repetitive in nature. The
entered into by the Company that may have potential Company does not have any subsidiary. The Board
conflict with the interests of your Company at large. of Directors has formulated a Policy on dealing with

related parties, pursuant to the provisions of the Act www.relaxofootwear.com/media/file/pdf/download_
and the Listing Regulations. The Policy intends to file/vigil---mechanism---policy-1607580776.pdf.
ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the The Audit Committee periodically reviews the
existence and functioning of the mechanism. It
Company and related parties. The Updated Policy is
reviews the status of complaints received under this
posted on the website of the Company at https://
policy on a quarterly basis. The Committee has, in its
www.relaxofootwear.com/media/file/pdf/download_
report, affirmed that no personnel has been denied
file /polic y-on-materialit y-of-r elated-part y-
access to the Audit Committee.
transactions-1646633287.pdf. The Policy intends to
ensure that proper reporting, approval and disclosure e) Compliance of Regulation 27 of the Listing
processes are in place for all transactions between the Regulations
Company and Related Parties.
The Company has complied with the mandatory
Disclosure of related party transactions on a requirements specified in Regulation 17 to 27 & clause
standalone basis is also sent to the Stock Exchanges 'b' to 'i' of sub-regulation (2) of Regulation 46 of the
after publication financial results for the half year. Listing Regulations and Quarterly compliance report
on Corporate Governance, in the prescribed format
b) Disclosure of Accounting Treatment duly signed by the compliance officer, is submitted
The Company has followed all relevant Indian quarterly with the Stock Exchanges where the shares
Accounting Standards (Ind-AS) while preparing the of the Company are listed. The Company has also
Financial Statements. complied with relevant para of Schedule V of Listing
Regulations on Corporate Governance.
c) Details of non-compliance by the listed entity,
penalties, strictures imposed on the listed entity f) Compliance of Mandatory and Non-Mandatory
by stock exchange(s) or the board or any statutory Requirements
authority, on any matter related to capital markets, The Company has complied with all the mandatory
during the last three years requirements of relevant regulations and schedules
There has not been any non-compliance by the of the Listing Regulations, relating to Corporate
Company and no penalties or stricture have been Governance. In addition to the mandatory
imposed on the Company by Stock Exchange(s) or requirements, the Company has also adopted
SEBI or any statutory authority, on any matter related the following non-mandatory requirements i.e.
to capital markets, during the last three years. The Regulation 27(1) read with Part E of Schedule II of the
Company has complied with applicable rules and Listing Regulations:
regulations prescribed by Stock Exchange, SEBI or any
i. Modified opinion(s) in the audit reports
other statutory authority relating to Capital Market.
The Auditors of the Company have issued
All Returns/Reports were filed within stipulated time Audit Reports with unmodified opinion on the
with the Stock Exchanges / other authorities. financial statements for the year ended March
31, 2022.
d) Vigil Mechanism/ Whistle Blower Policy
In accordance with the requirement of Section 177 ii. Reporting of Internal Auditors
of the Act read with the Rules made thereunder and Internal Auditors directly report to the Audit
Regulation 22 of Listing Regulations, the Company Committee.
has formulated a ‘Vigil Mechanism / Whistle Blower
Policy’ which provides a tool to the Directors and iii. The Board of Directors in its meeting held on
Employees of the Company to report genuine concerns January 29, 2022 has designated Mr. Pankaj
including unethical behavior, actual or suspected Shrimali, Non- Executive Independent Director,
fraud or violation of the Code of Conduct or Policy. The as the Chairman of the Board w.e.f April 1, 2022.
Policy also provides for adequate safeguards against
victimization of Directors and employees who avail of g) Policy for Prevention of Insider Trading
the mechanism and direct access to the Chairperson of With a view to prevent trading of shares of the
the Audit Committee in exceptional cases. The Audit Company by an insider on the basis of unpublished
Committee reviews the functioning of Whistle Blower price sensitive information, the Board has approved
Mechanism. The Whistle Blower Policy is available at Policy for Prevention of Insider Trading and Code
the website of the company at following link https:// of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information in pursuance l) in relation to the Sexual Harassment of Women at
of the Securities and Exchange Board of India Workplace (Prevention, Prohibition and Redressal)
(Prohibition of Insider Trading) Regulations, 2015. Act, 2013:
Under the Policy, insiders are prohibited to deal in the As per the requirement of the Sexual Harassment
Company's shares while in possession of unpublished of Women at the Workplace (Prevention, Prohibition
price sensitive information of the Company. The and Redressal) Act, 2013 (POSH), your Company has
Code, inter alia, lays down the procedures to be a robust mechanism in place to redress complaints
followed by DPs while trading/ dealing in Company reported under it. Status of Complaints during the
shares and while sharing Unpublished Price Sensitive year are as follows:-
Information (UPSI). The Code includes the obligations
a. number of complaints pending at the start of
and responsibilities of DPs, obligation to maintain the
the Financial Year- Nil
digital database, mechanism for prevention of insider
trading and handling of UPSI. b. number of complaints filed during the Financial
Year- Nil
The Company follows highest standards of c. number of complaints disposed of during the
transparency and fairness in dealing with all Financial Year- Nil
stakeholders and ensures that no insider shall use
d. number of complaints pending as on end of the
his or her position with or without knowledge of
Financial Year- Nil
the Company to gain personal benefit or to provide
benefit to any third party. m) Certificate from Practicing Company Secretary:
h) Commodity price risk and Commodity hedging Your Company has obtained a certificate from a
activities company secretary in practice that none of the
Directors on the board of the company have been
Your Company does not deal in commodities and hence
debarred or disqualified from being appointed or
the disclosure as required under Listing Regulations
continuing as Directors of companies by the SEBI/
is not applicable. During the Financial Year 2021-22,
Ministry of Corporate Affairs or any such statutory
Company had foreign exchange exposure towards the
authority in accordance with Listing Regulations. The
working capital loans, import and export. However,
copy of the same is enclosed with this report.
the Company as a policy, hedges major part of the
import transactions. n) All the recommendations of Board Committees have
been accepted by the Board of Directors during the
i) Policy for Determining Material Subsidiaries
year.
Companies
The Company does not have any subsidiary, therefore, 11. RECONCILIATION OF SHARE CAPITAL
there is no policy for determining material subsidiaries A qualified Practicing Company Secretary carried out
companies. quarterly examination of Secretarial Records to reconcile
the total admitted share capital with NSDL and CDSL and
j) Details of utilization of funds raised through
the total issued and listed capital. The audit confirmed that
preferential allotment or qualified institutional
the total issued /paid-up capital was in agreement with the
placements as specified under Regulation 32 (7A)
aggregate of total number of shares in physical form and
No allotment of shares was made through preferential the total number of dematerialized shares held with NSDL
allotment or qualified institutional placements as and CDSL.
specified under Regulation 32 (7A) of the Listing
Regulations. 12. CODE OF CONDUCT
The Company has framed and adopted a Code of
k) Total fees for all services paid by the listed entity
Conduct (“Code”) for all the Board members and Senior
and its subsidiaries, on a consolidated basis, to the
Management Personnel of the Company. The Code is
statutory auditor and all entities in the network
available on the Company’s website i.e. https://www.
firm/network entity of which the statutory auditor
relaxofootwear.com/media/file/pdf/download_file/code-
is a part of-conduct-1616405984.pdf. The Code is applicable to all
The total fee paid to statutory auditor is given in note Board members and Senior Management Personnel. The
no. 42 of Financial Statements. Code is circulated to all the Board Members and Senior
Management personnel and its compliance is affirmed by
them annually.

A declaration signed by Mr. Ramesh Kumar Dua, Managing the Company are available on the Company’s website www.
Director of the Company, regarding affirmation of the relaxofootwear.com.
compliance with the Code by Board members and Senior
Management for the Financial Year ended March 31, 2022, 14. GENERAL SHAREHOLDERS INFORMATION
is enclosed with this report. a) Annual General Meeting
Date : August 25, 2022
13. MEANS OF COMMUNICATION
Day : Thursday
The Company ensures timely disclosure of all corporate
financial information and other details relevant to the Time : 10.30 a.m.
members of the Company. Venue : The Company is conducting meeting through
VC/OAVM pursuant to the MCA Circular bearing
Publication of financial results:
no. 20/2020 dated May 5, 2020 and 02/2021 dated
During the Financial Year, Company’s quarterly, half-yearly January 13, 2021, 02/2022 dated May 5, 2022 and
and annual audited financial results were published in accordingly there is no requirement to have a venue
Economic Times (in English Language- Mumbai and Delhi); for the AGM. For details please refer to the Notice of
and Navbharat Times (in Hindi Language- Delhi). However, this AGM.
the results were filed with the Stock Exchanges and
uploaded on the website of the Company. i.e. https://www. b) Financial Year
relaxofootwear.com/financial-results. The Company follows April to March as its Financial
News releases, presentations to Institutional Investors or to Year i.e. April 1, 2021 – March 31, 2022. The results for
the Analysts: Official news releases, official media releases every quarter, beginning from April, will be declared
and presentation to institutional investors and analysts are within 45 days of the end of quarter, except for the
sent to stock exchanges and uploaded on the Company’s last quarter, which will be submitted, along with the
website i.e https://www.relaxofootwear.com/investor- annual audited results within 60 days of the end of
relations. the last quarter or such extended date prescribed by
SEBI from time to time.
NSE Electronic Application Processing System (NEAPS)/
BSE Corporate Compliance & Listing Centre: The NEAPS/ c) Book Closure Date:
BSE Listing Centre is a web-based application designed Friday, August 19, 2022 to Wednesday, August 24,
for corporates. All periodical compliance fillings, like 2022 (both days inclusive).
shareholding pattern, Corporate Governance Report,
financial results, media releases and other material d) Dividend Payment Date:
information are also filed electronically on the designated On or before September 23, 2022 (subject to approval
portals. of shareholders in AGM).
Website: Upto date financial results, annual reports, e) Registered Office:

shareholding patterns, official news releases, financial
Aggarwal City Square, Plot No. -10 Manglam Place,
analysis reports, latest presentation made to the
District Centre, Sector-3 Rohini, Delhi -110085,
institutional investors and other general information about
Tel.: 011- 46800600, 46800700.
f) Listing on Stock Exchanges:

Status of listing fee paid
Name and address of the Stock Exchange Scrip Code
for the FY 2022-23
National Stock Exchange of India Limited RELAXO Paid
Exchange Plaza C-1, Block - G, Bandra-Kurla Complex, Bandra (E) Mumbai-400 051
BSE Limited 530517 Paid
Phirozee Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

g) Market Price Data
Table showing monthly price movement on BSE & NSE during the Financial Year 2021-22: (in H)
Month & Year BSE NSE
High Low Close High Low Close
Apr-21 974.15 848.00 874.75 974.60 841.00 874.95
May-21 1170.30 850.65 1135.40 1164.75 866.25 1135.45
Jun-21 1272.00 1055.00 1152.25 1242.90 1052.00 1151.95
Jul-21 1218.00 1126.60 1149.80 1215.00 1126.70 1150.00
Aug-21 1253.65 1120.85 1191.60 1253.95 1122.55 1191.50
Sep-21 1229.95 1137.00 1141.90 1230.00 1136.00 1141.05
Oct-21 1404.40 1138.00 1329.60 1404.50 1138.95 1331.00
Nov-21 1447.00 1165.50 1293.15 1448.00 1164.30 1294.65
Dec-21 1336.80 1216.55 1309.25 1336.85 1215.00 1313.40
Jan-22 1375.00 1228.15 1231.55 1373.90 1227.55 1231.00
Feb-22 1348.80 1160.00 1216.20 1339.85 1160.20 1216.90
Mar-22 1244.00 1006.25 1065.20 1226.00 1005.85 1066.35
Based on the monthly closing data of Relaxo Share Price and BSE Sensex
70000 1500
Relaxo Share Price

BSE Sensex
60000 1200
50000 900
40000 600
30000 300
20000 0
Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
Month
BSE Sensex Relaxo Share Price
Based on the monthly closing data of Relaxo Share Price and Nifty 50
20000 1500
Relaxo Share Price
16000 1200
Nifty 50
12000 900
8000 600
4000 300
0 0
Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
Month
Nifty 50 Relaxo Share Price

h) Registrar and Share Transfer Agent (RTA): SEBI has i) Share Transfer System
made it mandatory for all the listed companies that all In accordance with the proviso to Regulation 40(1)
the work relating to share transfer / registry, physical of the Listing Regulations, transfers of shares of
and demat registry work, to be handled either wholly the Company shall not be processed unless the
'in house' by companies or wholly by a SEBI registered shares are held in the dematerialized form with
external Registrar and Share Transfer Agent. The a depository. Accordingly, shareholders holding
Company has appointed M/s. Kfin Technologies equity shares in physical form are urged to have
Limited (Formerly known as Kfin Technologies Private their shares dematerialized so as to be able to
Limited) as the Registrar and Share Transfer Agent freely transfer them and participate in various
of the Company. As required under Regulation 7(3) of corporate actions Now as per Amendment in SEBI
the Listing Regulations, the Company files, on yearly (Listing Obligations and Disclosure Requirements)
basis, certificate issued by RTA and compliance officer (Amendment) Regulations, 2022, w.e.f. January 24,
of the Company certifying that all activities in relation 2022, transmission or transposition of securities held
to share transfer facility are maintained by RTA in physical or dematerialized form shall be effected
registered with SEBI i.e. KFin Technologies Limited. only in dematerialized form only.
Detail of the Registrar and Share Transfer Agent of
the Company is given below:- Pursuant to Regulation 40(9) & 40(10) of the Listing
M/s. Kfin Technologies Limited (formerly Kfin Regulations, Certificate on yearly basis confirming
Technologies Private Limited) due compliance with all pending Share Transfer
Karvy Selenium Tower B, Plot 31-32, Financial District formalities by the Company and Certificate for timely
Gachibowli, Hyderabad, Telangana – 500 032, dematerialization of shares as per SEBI (Depositories
Email : [email protected] and Participants) Regulations, 1996, have been
website: www.kfintech.com submitted with stock exchanges.
Phone: 040 – 67162222 & 33211000
j) Distribution Pattern as on March 31, 2022:

i) Shareholding pattern (in form of size):
2022 2021
S. No. of Equity No. of % of total No. of % of total
No. Shares held No. of % of total No. of % of total
Share Share- Share Share-
Shares held Shares Shares held Shares
holders holders holders holders
1 1-5000 3,17,405 99.81 1,31,06,061 5.27 1,25,009 99.51 1,01,76,487 4.10
2 5001- 10000 309 0.10 22,46,466 0.90 306 0.24 22,30,151 0.90
3 10001- 20000 125 0.04 18,37,568 0.74 135 0.11 19,66,484 0.79
4 20001- 30000 30 0.01 7,34,108 0.30 42 0.03 10,42,830 0.42
5 30001- 40000 22 0.01 7,79,843 0.31 27 0.02 9,75,394 0.39
6 40001- 50000 12 0.00 5,48,559 0.22 10 0.01 4,41,411 0.18
7 50001- 100000 32 0.01 22,02,277 0.88 27 0.02 18,50,495 0.74
8 100001 & Above 61 0.02 22,74,71,164 91.38 72 0.06 22,97,58,849 92.48
Total 3,17,996 100.00 24,89,26,046 100.00 1,25,628 100.00 24,84,42,101 100.00

ii) Shareholding pattern (in form of Ownership Category):
2022 2021
S. No. of % of total No. of % of total
Category No. of % of total No. of % of total
No. Share- Share- Share- Share-
Shares held Shares Shares held Shares
holders holders holders holders
1 Promoters 12 0.00 17,61,94,906 70.78 12 0.01 17,61,94,906 70.92
2 Bodies corporate 705 0.22 2,61,16,404 10.49 602 0.48 2,64,04,419 10.63
3 Resident individuals 3,10,052 97.50 1,69,12,185 6.79 1,20,658 96.04 1,48,29,023 5.97
4 HUF 1734 0.55 6,65,993 0.27 975 0.78 6,45,900 0.26
5 Clearing Members 155 0.05 1,43,634 0.06 191 0.15 1,23,295 0.05
6 Non-resident 5,028 1.58 12,49,028 0.50 2,927 2.33 14,02,210 0.56
Indians
7 Foreign Portfolio 134 0.04 80,08,899 3.22 93 0.07 96,32,742 3.88
Investors
8 Others 176 0.06 1,96,34,997 7.89 170 0.14 1,92,09,606 7.73
Total 3,17,996 100.00 24,89,26,046 100.00 1,25,628 100.00 24,84,42,101 100.00
The Company has not issued any GDRs/ADRs/ Warrants or any convertible instruments
k) Dematerialization of Shares:
The Company’s shares are compulsorily traded in Dematerialized form and are available for trading with both the
Depositories:
• National Securities Depository Limited (“NSDL”)
• Central Depository Services (India) Limited (“CDSL”)
The shareholders can hold the Company’s shares with any of the depository participants, registered with these
depositories. ISIN for the Company’s shares is INE131B01039. The Company’s equity shares are frequently traded at
the BSE Limited and National Stock Exchange of India Limited.
The details of shares of the Company in demat and physical forms, as on March 31, 2022, is given below:
Particulars No. of Shares % of Paid up Capital No. of Shareholders
National Securities Depository Limited (a) 23,94,16,636 96.18 70,506
Central Depository Services (India) Limited (b) 89,17,370 3.58 2,47,351
Shares in Demat Form (a+b) 24,83,34,006 99.76 3,17,857
Shares in Physical Form (c) 5,92,040 0.24 139
Total (a+b+c) 24,89,26,046 100.00 3,17,996
l) Investors Correspondence: The Company addresses all complaints,

All enquiries, clarifications and correspondence suggestions, grievances and other
should be addressed to the Compliance Officer correspondence expeditiously and replies are
at the following address: sent usually within 7-10 days except in case of
Vikas Kumar Tak, Company Secretary & other impediments. The Company endeavours
Compliance Officer / Nodal Officer, to implement suggestions as and when received
Relaxo Footwears Limited from the investors. During the year under review,
Aggarwal City Square, Plot No. -10, Manglam Place, a total of 38 investors' complaints were resolved
District Centre, Sector-3 Rohini Delhi -110085 and 1 complaint was pending as on March 31,
E-mail: [email protected] 2022.

m) Plant Locations
Location of Plants of the Company is given below :
• RFL-I & II - 326-327, MIE, Bahadurgarh, Haryana
• RFL-III - A-1130 & 1130 (A), RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan
• RFL-IV - 30/3/2, Mooja Hasanpur, Tikri Border Bahadurgarh, Haryana
• RFL-V - 83-92, SIDCUL Industrial Area, BHEL, Haridwar, Uttarakhand
• RFL-VI - 342-343, Footwear Park, Industrial Estate, Sector-17, Bahadurgarh, Haryana
• RFL-VII - 328-329, MIE, Bahadurgarh, Haryana
• RFL-VIII - 37, Sector 4B, Bahadurgarh, Haryana
• RFL-IX - Plot No. SP – 6 & 7 Kaharani, Bhiwadi Extn, Rajasthan
n) Corporate Identity Number (CIN): L74899DL1984PLC019097
o) Per Share Data:

Particulars 2021-22 2020-21 2019-20 2018-19 2017-18
Net Earning (C in Crore) 232.68 291.56 226.25 175.44 161.07
Cash Earning (C in Crore) 345.87 412.52 341.04 245.00 217.48
EPS-Basic (in C) 9.36 11.74 9.12 7.07* 13.40
Dividend (including Interim Dividend per share) (in C) 2.50 2.50 1.25 0.90* 1.50
Dividend Pay out (%) 26.71 21.29 13.71 12.72 11.19
Book Value Per Share (in C) 70.71 63.29 51.26 89.08 63.25
Face value Per Share (in C) 1.00 1.00 1.00 1.00 1.00
* Post bonus
p) There were no outstanding ADRs/GDRs/ C1,59,289 /- from the Final Dividend for the year
Warrants or any other convertible instruments, 2013 - 14 due for transfer to IEPF.
conversions date and likely impact on equity The details of disclosure with respect to
during the year under review. unclaimed demat suspense account is provided
in point no. 46 of the Directors Report.
q) Credit Rating
s) During the Financial Year 2021-22, Company had
During the Financial Year 2021-22, ICRA has
foreign exchange exposure towards the working
retained Long term rating of the Company to
capital loans, import and export. However, the
[ICRA] AA (pronounced as ICRA Double A). The
Company has hedged major part of the import
outlook has been enhanced from “Stable” to
transactions.
“Positive”.
t) Other useful information for the shareholders:
During the year, ICRA has reaffirmed short
i) Equity Shares of the Company are under
term rating of the Company as [ICRA] A1+
compulsory demat trading. To avail the
(pronounced as ICRA A one plus). which is the
advantage of scripless trading, Shareholders
highest rating for the product.
are advised to consider dematerialization
r) Transfer of unclaimed amount to Investors of their shareholding so as to avoid
Education and Protection Fund (IEPF) inconvenience in future.
ii) Members/Beneficial owners are requested
Pursuant to the provisions of Section 124, 125 to quote their Folio No./ D.P. & Client ID Nos.
and other relevant rules of the Act, the dividend as the case may be, in all correspondence
declared by the Company which remain unpaid/ with the Company.
unclaimed for a period of seven years shall
iii) In case of loss/misplacement of shares, a
be transferred by the Company to Investor
complaint shall be lodged with the Police
Education and Protection Fund established by
Station and an intimation shall be sent
the Central Government.
to the Company along with original or
During the year under review, the Company certified copy of FIR/acknowledgement of
has deposited unclaimed dividend amounts of the Complaint.

iv) Beneficial owners of shares, in demat physical form in Companies. Members, in
form, are advised that in terms of the particulars those holding shares in single
Regulations of NSDL & CDSL, their Bank name, may avail of the above facility
Account details, as furnished to the by furnishing the particulars of their
Depository Participants (“DP”) will be nomination in the prescribed Nomination
printed on their Dividend Warrants. The form.
Company will not entertain requests for viii) As per SEBI Circular No. SEBI/HO/MIRSD/
change of such bank details printed on MIRSD_RTAMB/P/CIR/2021/655 dated
their dividend warrants. November 03, 2021, it is mandated by the
v) Members holding shares in physical form, SEBI to mandatorily update the PAN, KYC,
are requested to notify to the Company, Nomination details, Bank details, Contact
change in their Address/Pin Code Number details and Specimen Signature of all
and Bank Account details promptly. shareholders holding shares in physical
vi) Beneficial owners of shares in demat form, form and compulsory linking of PAN with
are requested to send their instructions Aadhar number by all shareholders.
regarding change of address, bank details,
nomination, power of attorney etc. directly
to their DP as the same are maintained by For and on behalf of the Board of Directors
them. Ramesh Kumar Dua Mukand Lal Dua
vii) Section 72 of the Act extends nomination Delhi Managing Director Whole Time Director
facility to individuals holding shares in May 11, 2022 DIN: 00157872 DIN: 00157898

CEO / CFO CERTIFICATION
To
The Board of Directors
Subject: CEO and CFO Certification
We Ramesh Kumar Dua, Managing Director and Sushil Batra, Chief Financial Officer of Relaxo Footwears Limited, certify that:
1. We have reviewed financial statements and the cash flow statements for the Financial Year ended on 31st March, 2022.
2. To the best of our knowledge and information:
i) these statements do not contain any 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 Company's affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
3. There are, to the best of our knowledge and belief, no transactions, entered into by the Company during the year which are
fraudulent, illegal or violative of the Company's code of conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial reporting and 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 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.
5. We have indicated to the Auditors and the Audit Committee.
i) Significant changes in internal control over financial reporting during the year, if any:
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements, if any; and
iii) Instances of fraud, whether or not significant, of which we have become aware and the involvement thereto, if any, of the
management or an employee having a significant role in the Company's internal control system over financial reporting.
Ramesh Kumar Dua Sushil Batra

Place: Delhi Managing Director Chief Financial Officer
Date: May 11, 2022 DIN: 00157872
DECLARTION
I hereby confirm that the Company has received from all the members of the Board and Senior Management, for the financial year
ended 31st March, 2022, a confirmation that they are in compliance with the Company’s Code of Conduct.
Ramesh Kumar Dua

Place: Delhi Managing Director
Date: May 11, 2022 DIN: 00157872

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members of
Aggarwal City Square, Plot No. 10, Manglam Place,
District Centre, Sector-3, Rohini,
Delhi-110085
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Relaxo Footwears
Limited having CIN L74899DL1984PLC019097 and having registered office at Aggarwal City Square, Plot No. 10, Manglam Place,
District Centre, Sector-3, Rohini, Delhi-110085, (hereinafter referred to as ‘the Company’), produced before me by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March,
2022 have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Sr. No. Name of Director DIN Date of appointment / Re-appointment
1. Ramesh Kumar Dua 00157872 13/09/1984
2. Mukand Lal Dua 00157898 13/09/1984
3. Nikhil Dua 00157919 22/02/1997
4. Deval Ganguly 00152585 05/11/2012
5. Vivek Kumar 00206819 30/01/2007
6. Pankaj Shrimali 00013142 29/05/2010
7. Deepa Verma 06944281 18/09/2014
8. Rajeev Rupendra Bhadauria 00376562 23/08/2019
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion based on my verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
CS Baldev Singh Kashtwal

Membership No.: 3616
C. P. No. : 3169
ICSI-UDIN : F003616D000290155
Place : Delhi ICSI Peer Review Certificate No. :1205/2021
Date : May 9, 2022 ICSI Unique Identification No. :I1999DE144000

MANAGEMENT DISCUSSION & ANALYSIS
This report contains statements that are the Company’s beliefs contemporary styles unique to their choice. The companies
and may be considered to be “Forward Looking Statements” too, are quick to spot this emerging trend and have adapted
that describe our objective, plans or goals. All these forward their strategies and earmarked significant investments to tap
looking statements are subject to certain risks and uncertainties, this market. Emergence of online market places coupled with
including, but not limited to, government action, local & global support infrastructure for logistics and billing has created a
political or economic developments, changes in legislation, perfect interface to tap the latent demand across the country.
technology, risk inherent in the Company’s growth strategy, Further, availability of big data and advanced analytics has
dependence on certain suppliers and other factors that enabled companies to access invaluable information about
could cause our actual results to differ materially from those consumer behaviour, useful for product development and
contemplated by the relevant forward looking statements. strategic marketing planning. Omni channel presence is the new
buzz word, and companies are rushing to reap this trend. There
These forward looking statements included in this report are
is visible consumer inclination towards e-commerce purchase
made only as on the date of this report and we undertake no
platforms as it translates into a bonanza of greater availability,
obligation to publicly update these forward looking statements
convenience and price optimisation, helping them in taking
to reflect subsequent events or circumstances.
informed and hassle free shopping decisions.
Industry structure and developments
It is expected that the market for footwear will grow on the
The recent growth in Indian footwear industry has been fuelled by back of a growing middle-income group and increase in literacy
advent of new technologies, growth of e commerce channels and rate. Further, active participation in the workforce, supported
an inflow of fresh investment coupled with changing consumer by ever-growing population and urbanization in the country will
perceptions wherein footwear has come to be reckoned as an fuel market growth. This evolution has led to a spurt in demand
expression of one’s personality. from tier 2 cities and below, opening up newer markets for the
footwear industry. Several leading global fashion and lifestyle
The temporary contraction in the Indian footwear market in last
brands have started betting big on small cities of India. Nearly
two years is primarily due to Covid-19 pandemic and the market is
a third of future consumption in footwear is expected to come
expected to grow to ~ H82,000 Crore by 2025. India is the second
from the aspirational consumers in these markets. The growth
largest footwear manufacturer in the world after China with
of multi-channel sales strategy by different players is expected
about 90% of its production being consumed by the domestic
to play a major role in driving demand for footwear.
market and the remaining exported. While USA leads the per
capita consumption of footwear in the world with 8.1 pairs, Japan However the blip caused by Covid 19 pandemic has disrupted
follows with 6.4 pairs and China with 3.3 pairs. India, with its both production and demand, as well as logistics, negatively
per capita consumption of 1.9 pairs (in 2019), is much below the impacting overall footwear market at least in the short run.
global average of 3.2 pairs, suggesting the immense potential Going forward as the situation improves, increasing demand
waiting to be tapped. and supply of footwear products from India and other exporting
countries is expected to restore the momentum.
Increasing consumer preference for brands and a bent towards
premium products will be facilitating growth in the forecast Opportunities and challenges
period for Indian footwear market. Coupled with a dynamic
Opportunities:
lifestyle, evolving purchase habits and impact of social media,
rapid changes have come about in fashion trends, influencing Presently about 90% of the footwear produced in India is
footwear industry as well. Increasing awareness towards fitness consumed by the domestic market and the rest is exported.
and well-being has only further spurred footwear styling and Footwear demand is expected to pick up momentum with
growth, more so in the branded segment. favourable government initiatives & policy framework for the
industry, growth in organised retail, increasing urban population
Rising disposable income is edging individuals up the value chain and changing consumption patterns.
promoting occasion based purchases, leading to emergence
of new product segments, differentiated by aesthetics, Footwear, being a labour intensive industry, also presents
performance and price, be it shoes, sandals or even basic slippers, a unique ‘social’ opportunity with a potential to generate
driving industry leaders to continually innovate their offerings, significant employment over next few years.
fuelling growth in every category.
Abundant raw material and cost efficient skilled labour,
Today consumers have become technology savvy, at ease with provide a distinct competitive advantage to Indian footwear
digital marketing practices and demand latest trends and manufacturers over their international peers, enabling them to

tap the vast growth potential of domestic market. Given the The periodic outbreak of Covid-19 pandemic has caused unexpected
right market access and incentives, the industry is well poised economic impact worldwide and footwear industry is no exception.
to even target global markets and transform India into an export With greater incidence of remote working and setting in for work
hub for footwear, creating new jobs, primarily for weaker sections from home culture, consumption patterns have undergone a
of the society. change impacting both product mix and volumes in footwear
industry in the past two years. Growth in retail business is likely to
On consumption front, growing consciousness among consumers
remain subdued at least in near future before complete normalcy
about the latest trends in India as well as other developing
resumes.
countries, provides the Indian footwear industry with significant
opportunities. Increasing business momentum within tier II & III Risks and Concerns
cities coupled with demographic changes make way for a whole
Economic and political factors, both national and global, that are
set of new ventures to be explored. Consumers are now seeking
beyond control, and factors force majeure’ may directly affect
more and more variety in their footwear of choice with the
performance of the Company as well as the footwear industry.
functional benefits of comfort and durability being a given and
an increasing interest in fitness and wellbeing have only added These factors include interest rates and its impact on availability
further to this transition. of retail space, rate of economic growth, fiscal and monetary
Indian Government’s strategy of creating an ‘Atmanirbhar policies of governments, inflation, deflation, consumer
Bharat’ will encourage Indian producers and manufactures credit availability, consumer debt levels, tax rates and policy,
across industries to expand existing businesses and initiate unemployment trends, terrorist threats and activities, worldwide
new ventures with a make in India focus. Footwear industry has military and domestic disturbances and conflicts, pandemics, and
been listed as a champion sector in “Make in India 2” initiative other matters that influence consumer confidence and spending.
of Indian Government. This substantiates the growth potential
The Company is subject to risks arising from material price
of the industry and its contribution to the Indian economy by
and exchange rate fluctuations which may adversely affect our
way of generating employment opportunities as also foreign
financial performance.
exchange earnings. Better infrastructure and conducive State
policies towards e-commerce as well as greater acceptance The raw material prices, notwithstanding slight moderation in
among consumers has created a whole new marketing channel recent months, continue to remain high which if sustained may
for footwear industry, giving access to hitherto untapped market negatively impact profitability of the industry in FY23.
potential. The Government has taken various initiatives for the
footwear sector including 100% FDI under the automatic route During the normal course of business, the competition is
in single brand, up to 51% FDI for multi brand, and hiking custom ever increasing from domestic and international brands. The
duty on footwear products. Moreover, there has been focus on availability and retention of talent, tackling counterfeit goods,
skill development in the sector under National Skill Certification product quality management, innovation and new product
and Monetary Reward Scheme of the National Skill Development development, rapidly changing consumer preferences, impact of
Corporation, and The Human Resources Development sub- strategic and marketing initiatives, data security etc. may affect
scheme under ILDP implemented by DPIIT. your Company. Relaxo has 8 (eight) state of art manufacturing
units and normal challenges of labour management,
Challenges: technological developments, etc. are, nonetheless, risks faced by
A large section of the footwear industry still remains unorganised your Company.
in nature and offers a strong price competition to those dealing
Your Company monitors its major risks and concerns at regular
in branded products, forcing them to rely on innovation and
intervals. Appropriate steps are taken in consultation with all
technology enabled marketing solutions. Sourcing skilled
concerned including the Risk Management Committee and the
workforce in wake of increasing demand poses a real challenge
Audit Committee of the Board to identify and mitigate such
across manufacturing processes.
risks. The Board is responsible for reviewing the Enterprise
The industry operates in a complex regulatory environment. Risk Management Policy of the Company whereas the Audit
Any change in the laws and regulations governing the footwear Committee of the Board is responsible for evaluating the risk
industry may affect the business and financial performance of management systems in the Company.
the industry.
Impact of Covid-19
Adverse effects of supply chain turbulence, increasing raw
The pandemic has caused heavy losses to all industries across
material costs and inflation pressures may necessitate an out
the country. Even as the footwear industry was anticipating a
of the box and innovative strategic thought process to maintain
comeback of momentum in 2022 over the previous year a second
profitability. On - going geo political tensions in Europe and other
wave of COVID-19 rendered even greater damage, furthering the
parts of the world may also disturb the growth momentum.

sense of uncertainty. Subsequently, in tandem with the gradual Details of Significant changes in Key financial ratios
unlock process, revenues started improving, even as periodic along with explanation
lockdowns affected consumer sentiments amidst subdued In compliance with the requirement of Securities and Exchange
demand. Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred as ‘Listing Regulations’),
Nonetheless, in later part of the year Indian economy recovered
the key financial ratios along with explanation for significant
well from the pandemic induced disruptions aided by India’s
changes (i.e. changes of 25% or more as compared to the
commendable COVID vaccination coverage, which has crossed
immediately preceding financial year) has been provided
190 crore mark, with almost 90% of the eligible population
hereunder:
receiving at least one dose. Further, the government has started
vaccination drive for youngsters in the age group 15-18 years. S. No. Particulars UOM 2021-22 2020-21
These developments seem to have helped curtail the mortality 1 Debtors Turnover Times 11.36 12.46
impact of the more transmissible Omicron variant and gives us 2 Inventory Turnover Times 3.31 3.41
hope that we will be able to come out of this quicker and stronger.
3 Interest Coverage Ratio Ratio 21.26 23.90
Your Company, with four decades of experience in manufacturing 4 Current Ratio Ratio 2.57 2.40
and marketing of footwear, is better placed than its peers to 5 Debt Equity Ratio Ratio 0.01 -
counter these uncertain times. 6 Operating Margin i.e. EBITDA % 15.67 21.00
Internal Control System and its adequacy 7 Net Profit Margin % 8.83 12.43
A separate paragraph on internal control systems and its 8 Return on Net worth % 13.96 20.50
adequacy has been provided in the Director’s Report.
The Net Profit Margin, Operating Margin (EBITDA) and Return
Human Resources/Industrial Relation on Net worth were adversely impacted due to increase in raw
material prices and normalisation of selling, marketing and
Over the last year, HR has taken various initiatives for employee
administrative expenses in FY 22 as compared to FY 21.
benefit and retention. The detailed information is provided at
point no. 3 of the Director’s Report. The relationship of your Outlook
Company with employees has been cordial during the year.
Overall, despite the challenging environment, the growth-story
As on March 31, 2022, the total number of employees of the of India remains intact. India remains a preferred investment
Company is 8,026 against 8,229 on March 31, 2021. destination for FDI amidst global asset shifts towards
emerging economies. Proactive and decisive measures taken by
Financial Performance of the Company governments and policy makers will certainly help kick-off the
During the Financial Year 2021-22, your Company achieved a growth bandwagon again and put economic recovery back on
turnover of H2653.27 crores and profit of 232.68 crores. Detailed rails. “Make in India 2” initiative under the “Atma-Nirbhar Bharat
report on financial performance of the Company is provided in Abhiyan” (Self-reliant India Mission) entails greater focus on local
point no. 1, 2 & 3 of the Director’s Report. manufacturers and service providers, thereby giving impetus to
economic growth.
The Board have recommended a final dividend @ 250%
equivalent to H2.50/- per equity share of H1/- each fully paid up The raw material prices still seem a concern, but with control of
for the Financial Year 2021-22. Covid pandemic the prices are expected to settle down in near
future. However, Global unrest or spread of any new variant may
The capital expenditure incurred during the Financial Year 2021- have adverse impact on prices.
22 amounted to H145.87 Crore as compared to H101.36 Crores in
Financial Year 2020-21. The capital expenditure was in line with With footwear evolving from a functional requirement in day-to-
the growth strategy of the Company and was funded through day life to a symbol of fashion and style, it is necessary for the
internal accruals. players to align their strategies to come up to the expectations
of the modern consumer.
The Company has no term loan outstanding as on March 31, 2022.
Aggressive marketing strategies adopted by your Company over
The Company has only one segment i.e. ‘Footwear and related time have placed its brands in a position of leadership in their
products’ and the performance is already captured in point no. 2 category, not only making the products more aspirational but
& 3 of the Directors Report and Financial Statements. also creating a significant barrier for competition. Coupled with
a proactive approach towards the key drivers of manufacturing,
supply chain and distribution your Company has kept abreast of
changing consumer expectations.

BUSINESS RESPONSIBILITY REPORT
About Relaxo of the SEBI (Listing Obligations and Disclosure Requirements)
Relaxo Footwears Limited (“Relaxo / Company”) is the largest Regulations 2015, (“Listing Regulations”) covering topics across
footwear manufacturing company in India, which deals in non- environment, governance, and stakeholder relationships.
leather products i.e. rubber / EVA / PU slippers, canvas/ sport
Furthermore, SEBI, in its meeting held on March 25, 2021 followed
/ school shoes, sandals, etc. A Fortune 500 (India) company,
by an amendment to Regulation 34(2)(f) of the SEBI LODR vide
synonymous with quality products & affordable prices, it
Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated
manufactures slippers, sandals and sports & casual shoes, at
May 05, 2021, has introduced a new sustainability reporting
its 8 state of the art manufacturing facilities with a capacity to
requirement called as Business Responsibility and Sustainability
produce ~10 Lac pair/day, five in Bahadurgarh (Haryana), two in
Report (“BRSR”) which would replace the existing BRR. The
Bhiwadi (Rajasthan) and one in Haridwar (Uttarakhand). It has
BRSR is applicable to the top 1000 listed entities (by market
a portfolio of brands including major brands like Relaxo, Flite,
capitalization), for reporting on a mandatory basis from the
Sparx and Bahamas. Having a pan India distribution footprint,
Financial Year (“FY”) 2022-23 and Relaxo will comply with the
Relaxo also operates around 400 strong network of own retail
requisite provisions as per the SEBI guidelines from its effective
outlets, with availability on all major e-commerce portals as well.
date.
Relaxo has sustained to maintain its leadership in the footwear
sector in India. Since inception, Relaxo has consistently lived by and upheld its
quality assurance by rigidly adhering to the statutes of Quality
About Business Responsibility Report Par Excellence and absolute customer satisfaction. We are
The Securities and Exchange Board of India (“SEBI”) has mandated committed to our objectives of providing a platform for better
the top 1,000 listed Companies by market capitalization to governance and conducting the business practices in transparent
include Business Responsibility Report (“BRR”) in its Annual and ethical manner. Relaxo has been ranked 174 by National
Report. The reporting framework is based on the ‘National Stock Exchange of India Limited, on the basis of the market
Voluntary Guidelines on social, environmental and economic capitalization as on March 31, 2022.
responsibilities of business (“NVGs”)’ released by the Ministry of
Corporate Affairs, Government of India, in July 2011 which contains The Directors hereby present the BRR of the Company for the
9 principles and core elements for each of those 9 principles. Our Financial Year ended on March 31, 2022, which conforms to the
BRR includes our responses to questions on our practices and BRR requirement of the Listing Regulations and NVG on Social,
performance on key principles defined by Regulation 34(2)(f) Environmental and Economic Responsibilities of Business.
The BRR for FY 2021-22 describing the initiatives undertaken by your Company in the prescribed format is given below:
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1 Corporate Identity Number (CIN) of the Company L74899DL1984PLC019097
2 Name of the Company Relaxo Footwears Limited
3 Registered address Aggarwal City Square, Plot No. 10, Manglam Place, District Centre, Sector-3, Rohini,
Delhi-110085
4 Website www.relaxofootwear.com
5 E-mail id [email protected]
6 Financial Year reported 2021-22
7 Sector(s) that the Company is engaged in Footwear (15202)
(industrial activity code-wise)
8 List three key products/services that the Relaxo is a non-leather footwear company and operates in 3 major categories i.e. Relaxo
Company manufactures/provides (as in balance & Bahamas (rubber slippers), Flite (EVA & PU Slippers) and Sparx (sports & canvas shoes,
sheet) sandals & sporty slippers).
9 Total number of locations where business activity
is undertaken by the Company :
a) Number of International Locations Branch office (Dubai) - 1
b) Number of National Locations Manufacturing Plants – 8
Registered & Corporate office – 1
Retail Outlet (EBO) - 394
10 Markets served by the Company – Local/State/ Relaxo has Pan India market along with presence in Gulf, South East Asia Market and
National/International Africa.

SECTION B: FINANCIAL DETAILS OF THE COMPANY (H in Crore)
1 Paid up Capital 24.89

2 Total Turnover 2636.13
3 Total profit after taxes 232.68
4 Total Spending on Corporate Social Responsibility (CSR) as Nil*
percentage of profit after tax (%)
5 List of activities in which expenditure in 4 above has been Company has adopted 32 more schools for ongoing project (education sector)
incurred: and has allocated H644.48 Lacs.
* H644.48 Lacs has been approved for long term project and funds has been transferred to Relaxo Footwears Ltd Unspent CSR account 21-22.
SECTION C: OTHER DETAILS

1 Does the Company have any Subsidiary Company/ Companies? No
2 Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the Not Applicable
number of such subsidiary company(s)
3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR No
initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More
than 60%]
SECTION D: BR INFORMATION (b) Details of the BR head

1. Details of Director/Directors responsible for BR S.No. Particulars Details
(a) Details of the Director responsible for implementation 1 DIN 00157872
of the BR policy/policies: 2 Name Mr. Ramesh Kumar Dua
• DIN : 00157872 3 Designation Managing Director
• Name : Mr. Ramesh Kumar Dua 4 Telephone number 011-46800600
• Designation : Managing Director 5 e-mail id [email protected]
2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N)
P1 P2 P3 P4 P5 P6 P7 P8 P9
S. Public &
Questions Business Product Employee Shareholder Human Environment Customer
No. Regulatory CSR
Ethics Responsibility Wellbeing Engagement Rights Protection relation
Policy
1 Do you have a policy/ policies for.... Y Y Y Y Y Y N Y Y
2 Has the policy being formulated Y Y Y Y Y Y NA Y Y
in consultation with the relevant
stakeholders?
3 Does the policy conform to any Note 1 Note 1 Note 1 Note 1 Note 1 ISO 14001 NA Note 1 Note 1
national / international standards?
4 Has the policy being approved by Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 NA Note 2 Note 2
the Board? If yes, has it been signed
by MD/ owner/ CEO/ appropriate
Board Director?
5 Does the company have a Y Y Y Y Y Y NA Y Y
specified committee of the Board/
Director/ Official to oversee the
implementation of the policy?
6 Indicate the link for the policy to be Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 NA Note 3 Note 3
viewed online?
7 Has the policy been formally Y Y Y Y Y Y NA Y Y
communicated to all relevant
internal and external stakeholders?

P1 P2 P3 P4 P5 P6 P7 P8 P9
S. Public &
Questions Business Product Employee Shareholder Human Environment Customer
No. Regulatory CSR
Ethics Responsibility Wellbeing Engagement Rights Protection relation
Policy
8 Does the company have in-house Y Y Y Y Y Y NA Y Y
structure to implement the policy/
policies.
9 Does the Company have a grievance Y Y Y Y Y Y NA Y Y
redressal mechanism related to
the policy/ policies to address
stakeholders’ grievances related to
the policy/ policies?
10 Has the company carried out Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 NA Note 4 Note 4
independent audit/ evaluation of
the working of this policy by an
internal or external agency?
Note :-
1. The policies of the Company are compliant of the applicable laws in India, general business standards, fair trade practices and good
corporate governance.
2. The Board monitors policy implementation and progress on initiatives and actions through periodic reviews and policies have been
signed by Managing Director.
3. The policies which are mandatorily required to be uploaded on the website are available at the website of the Company i.e. https://
www.relaxofootwear.com/investor-relations. Some of the policies which pertain to the employees of the Company are available on
intranet.
4. Internal Audit team evaluates the policies on regular basis.
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
S. Principle 7: Businesses, when engaged in influencing public and
Questions
No regulatory policy, should do so in a responsible manner
1 The Company has not understood the Principles. -
2 The Company is not at a stage where it finds itself -
in a position to formulate and implement the
policies on specified principles.
3 The Company does not have financial or manpower -
resources available for the task.
4 It is planned to be done within next 6 months. -
5 It is planned to be done within the next 1 year. -
6 Any other reason (please specify) Your Company is a member of various industrial and trade bodies and actively
participates in these forums on issues and policy matters that impact the
interest of our stakeholders. We prefer to be part of the broader policy
development process and do not practice lobbying on any specific issue and
hence do not feel such policy is necessary, given our way of doing business.
3. Governance related to BR
1 Indicate the frequency with which the Board of Directors, The Board of Directors of the Company assesses various initiatives
Committee of the Board or CEO to assess the BR performance of forming part of the BR performance of the Company at least once
the Company. Within 3 months, 3-6 months, Annually, More than a year.
1 year
2 Does the Company publish a BR or a Sustainability Report? What Yes, it is published annually. Company publish its Business
is the hyperlink for viewing this report? How frequently it is Responsibility Report annually as a part of Annual Report and
published? these reports are available online at https://www.relaxofootwear.
com/annual-reports.

SECTION E: PRINCIPLE-WISE PERFORMANCE conserving natural resources. Your Company strives to achieve
Principle 1: Ethics, Transparency and Accountability continuous improvement in the environmental sustainability
journey through clearly defined objectives and targets which are
1. Does the policy relating to ethics, bribery and corruption
based on reduction in energy consumption, control on emissions
cover only the company? Yes/ No. Does it extend to the
and waste generation, conservation of water, reducing effluent
Group/Joint Ventures/ Suppliers/Contractors/NGOs /
discharge and creating environmental awareness.
Others?
Code of Conduct 1. List up to 3 of your products or services whose design has
Your Company runs its business in fair and transparent incorporated social or environmental concerns, risks and/
manner and is committed to adherence to the highest or opportunities.
standards of transparency, business conduct ethics, The ethos of your Company is to provide qualitative but
corporate culture, values, legal principles. Also, the Company value for money (VFM) products to its customers. It
has in place the Code of Conduct for all its Directors and provides innovative, value-added footwear to all classes
employees applicable across the Company. The Code of of society including all gender and age groups across
Conduct is applicable to employees, vendors and all its regions, which are user-friendly as well as environment-
associates with whom your Company does business. The friendly. The Company has been manufacturing and selling
code serves as a guide to each employee on values, ethics synthetic EVA (Ethylene Vinyl Acetate) products instead of
and business principles expected of him or her in personal using natural rubber thereby contributing towards natural
and professional conduct. The code deals with gifts, bribery, resource conservation. For better quality and market
sexual harassment etc. and is signed by all the Executives competitiveness, your Company has adopted two stage
at the time of joining the Company. An annual affirmation mixing all across and introduced polymer blends mainly for
on compliance and adherence to the Code of Conduct and all EVA products.
Business Ethics is obtained from the Directors and Senior
Managerial Personnel. Our products such as Ortho & Fitness range are specially
designed for the comfort of the feet, while Hi-Heel &
Whistle Blower Cushion Series are economical and affordable products.
In order to ensure the effective implementation of the Code In the youth segment, Company offers Bahamas & Flite
of Conduct, your Company has strong Vigil Mechanism / products, which have attractive design and are available in
Whistle Blower policy, applicable to all the employees and wide range of colors. Sparx range contains trendy slippers,
Directors that ensures fearless reporting and fair treatment sandals & shoes in the premier range and includes sports
of the incidence. This policy is applicable to Directors, footwear. Our products are designed by focusing on fashion
employees, vendors and other business partners of the & comfort, aesthetics, price and saleability and adopting
Company. The policy is updated from time to time to align standard manufacturing practices.
with changes in regulatory environment and to make it
2. For each such product, provide the following details in
more inclusive and effective. The policy is available online
respect of resource use (energy, water, raw material etc.)
at https://www.relaxofootwear.com/media/file/pdf/
per unit of product (optional):
download_file/vigil---mechanism---policy-1607580776.pdf.
(a) Reduction during sourcing/production/distribution
2. How many stakeholder complaints have been received
achieved since the previous year throughout the
in the past financial year and what percentage was
value chain?
satisfactorily resolved by the management?
(b) Reduction during usage by consumers (energy,
Your Company has resolved 38 out of 39 complaints
water) has been achieved since the previous year?
received during the year, one compliant was pending as on
March 31, 2022. Your Company is committed to conservation and optimal
utilisation of all resources, zero waste to landfill and
No complaint was received during FY 2021-22 under Code of
recycling by-products. Your Company keeps proper record
Conduct.
of Yield measurement to track wastages and ensure
Principle 2: Product Life Cycle Sustainability improvement in product quality. Your Company is certified
for Quality Management System (ISO 9001:2015) by British
Your Company tries to embed the principles of sustainability
Standards Institute, a certification body of global repute.
into various stages of product, procurement of raw material,
For planned consumption of electricity, your Company
manufacturing of products, transportation of raw materials
has been using power trading tool for better efficiencies.
and supply of finished goods. As a responsible Corporate, your
Continuous awareness programs are run among staff for
Company complies with all applicable environmental, legal and
energy conservation at offices and retail outlets to reduce
other requirements towards protecting the environment and

energy consumption by using inverter air conditioners and waste disposal. Companies strategies are directed towards
LED lights. Company also saves energy by its rooftop solar achieving the greenest and safest operations across
power unit in one of its plants. all units by optimising usage of natural resources and
3. Does the company have procedures in place for providing a safe and healthy workplace.
sustainable sourcing (including transportation)?
Your Company has mechanism to recycle the products like
(a) If yes, what percentage of your inputs was sourced rubber in new production. In certain products the waste
sustainably? is recycled completely while in few, it is recycled partially.
Yes, your Company, over the years, has worked towards In addition to this, your Company has tie up with cement
embedding sustainability throughout its inbound companies to consume our waste as fuel. Rain water
supply chain and will continue to do so. For maintaining harvesting facilities have been installed in plants.
sustainability of supply line, your Company prefers
indigenous sourcing wherein locally available raw Principle 3: Employee wellbeing
materials are generally used by the Company. To 1. Please indicate the Total number of employees.
support the sustainability and environmental purpose, Number of Permanent employees as on March 31, 2022 is
your Company also uses some packing materials made 8026.
of waste products. Substantial raw material procured is
based on sustainable sourced materials. To reduce the 2. Please indicate the Total number of employees hired on
overall carbon footprint on transportation, a substantial temporary/contractual /casual basis.
share of raw materials are procured by suppliers in Number of Temporary / Contractual / Casual employees as
close proximity to the manufacturing plants. Your on March 31, 2022 is 11287.
Company also conducts regular audits of vendors to
ensure quality systems and sustainable manufacturing 3. Please indicate the Number of permanent women
capabilities. employees.
Number of Permanent women employees as on March 31,
4. Has the company taken any steps to procure goods
2022 is 442.
and services from local & small producers, including
communities surrounding their place of work? 4. Please indicate the Number of permanent employees
(a) If yes, what steps have been taken to improve their with disabilities
capacity and capability of local and small vendors? Number of Permanent employees with disabilities as on
Yes, your Company outsources job-work to nearby March 31, 2022 is 7.
local and small vendors. Services like hospitality,
security, and canteen facilities have also been 5. Do you have an employee association that is recognized
outsourced to local and small vendors. Your Company by management.
continuously audits these suppliers for quality No, your Company does not have any employee association
systems and manufacturing capabilities and also has that is recognized by management.
a code of conduct for such business partners with
whom agreement for supplies is undertaken. 6. What percentage of your permanent employees is
members of this recognized employee association?
Wherever possible, your Company prefers to procure
Not Applicable
materials from local and small producers. It treats its
local, small vendors as business partners by closely 7. Please indicate the Number of complaints relating to
interacting with them for quality improvement, waste child labour, forced labour, involuntary labour, sexual
reduction and in taking cost savings initiatives. Your harassment in the last financial year and pending, as on
Company provides technical support, testing facilities the end of the financial year.
and training to employees of such local and small
No. of No. of
producers in achieving the common objectives of
complaints complaints
mutually beneficial business association. S.
Category filed during pending as
No.
the financial on end of the
5. Does the company have a mechanism to recycle products year financial year
and waste? If yes what is the percentage of recycling of 1 Child labour/forced labour/ Nil NA
products and waste (separately as <5%, 5-10%, >10%). involuntary labour
Also, provide details thereof, in about 50 words or so. 2 Sexual harassment Nil NA
Yes, your Company constantly endeavor to minimize waste 3 Discriminatory employment Nil NA
generation, reduction at the source and ensure responsible

8. What percentage of your under mentioned employees were Department to convert Government schools into model
given safety & skill up-gradation training in the last year? schools in Haridawar Uttarakhand, has continued its
(a) Permanent Employees - 100% following projects through Relaxo Foundation for welfare
(b) Permanent Women Employees - 100% of people:
(c) Casual/Temporary/Contractual Employees - 100% i)
Remedial education Project in Bawana, Delhi,
(d) Employees with Disabilities - 100% sponsoring, 156 underprivileged children.
Relaxo’s full-time employees receive benefits such as ii) Vocational training course of customer service associate
periodic preventive health check-ups, accidental insurance, partnering with GMR Varalakshmi Foundation.
annual leave along with leave encashment, maternity leave iii) Partnering with Smile Foundation for the mobile van
for women employees, subsidised food for workers etc. equipped with MBBS Doctor, Pharmacist, ANM, Lab
Your Company, organizes various training sessions in-house Technician etc. in selected villages on periodic basis.
on a regular basis. E-learning modules have also been rolled iv) Association with Dr. Shroffs Charity Eye Hospital, to
out in Microsoft teams for creating awareness. reduce the burden of avoidable blindness at early stage
Principle 4: Stakeholder Engagement under the project “Nayan” in Tijara Block of Alwar
District of Rajasthan
1. Has the company mapped its internal and external
stakeholders? Principle 5: Human Rights
Yes, your Company defines stakeholders ‘as persons 1. Does the policy of the company on human rights cover
or groups who are directly or indirectly affected by the only the company or extend to the Group/Joint Ventures/
business, as well as those who may have interest in the Suppliers/Contractors/NGOs/Others?
business and/or the ability to influence its outcome,
At Relaxo, matters related to human rights are covered
either positively or negatively’. Taking this definition, your
under the Code of Conduct Policy, the Vigil Mechanism
Company builds trust through productive relationships,
Policy, Sexual Harassment Policy and Grievance Handling
fosters working partnerships and considers stakeholders
Policy. Most of these Policies are applicable not only to
both internal and external as integral to its business.
employees of the Company but to all stakeholders including
2. Out of the above, has the company identified the contract labour, business associates (suppliers, vendors
disadvantaged, vulnerable & marginalized stakeholders. and dealers). Your Company does not employ any person
Yes, your Company has identified underserved communities below the age of eighteen as per its recruitment policy.
in the vicinity of the Plant locations as most vulnerable Your Company prohibits the use of forced labour at all our
external stakeholders. However, the women and children plants and dispirit the same with our business associates.
are given preference in all decision making. During the The Code of Conduct Policy and the Vigil Mechanism Policy
Financial Year, Company focussed on education sector by discourages violation of human rights and provide a fair and
adopting another 32 Government schools in Khanpur and a transparent mechanism for reporting any such violation.
Laksar blocks of district Haridawar of Uttarakhand.
2. How many stakeholder complaints have been received in
3. Are there any special initiatives taken by the company the past financial year and what percent was satisfactorily
to engage with the disadvantaged, vulnerable and resolved by the management?
marginalized stakeholders. If so, provide details thereof, No complaint was received pertaining to human rights
in about 50 words or so. violation during FY22.
During the year, your Company has undertaken Phase III
of Parivartan – Model School Program, a long term project Principle 6: Environment
which will run till March -2025, showing the continuous 1. Does the policy related to Principle 6 cover only the
commitment of your Company in the education sector for company or extends to the Group/Joint Ventures/
overall development of students of 32 schools of Khanpur Suppliers/Contractors/NGOs/others.
and Laksar Blocks of Haridwar District, Uttarakhand. Quality, Environment & Safety Policy pertains to Principle 6
Apart from CSR, your Company continued to support extend only to the Company.
workers e.g. financial aid to Meritorious students (children
of workmen), sanitary napkins to the female workmen and 2. Does the company have strategies/ initiatives to address
educate them on basic hygiene and health and subsidized global environmental issues such as climate change,
canteen food for workmen. global warming, etc.? Y/N. If yes, please give hyperlink
for webpage etc.
During the year your Company, in addition to the Parivartan
project for supporting the Government Education Your Company has a Quality Environment & Safety Policy
which is communicated to all employees. The Policy

is available at all the plants. The Company does not or association? If Yes, Name only those major ones that
have specific strategies/ initiatives to address global your business deals with:
environmental issues. a) CII (Confederation of Indian Industry)
3. Does the company identify and assess potential b) PHD Chamber of Commerce
environmental risks? Y/N c) CIFI (Confederation of Indian Footwear Industries)
Yes, some of the environmental risk are identified in process d) CFLA (Council for Footwear Leather and Accessories)
of EMS implementation periodically and company take e) SATRA (International)
action to mitigate these risks. Your Company has replaced
f) All India Rubber Association
all conventional boilers at its plants to environment
friendly gas fired boilers which is environment friendly g) Bahadurgarh Footwear Development Services Pvt Ltd
and improves environmental conditions. The Company has h) FORM (Foundation of Rubber & Polymer Manufacturer)
initiated measures across business units to ensure waste i) CLE (Delhi)
minimisation, segregation at source and recycling.
j) Delhi Chamber of Commerce
4. Does the company have any project related to Clean k) Bahadurgarh Chamber of Commerce & Industries
Development Mechanism? If so, provide details thereof, l) All India Federation of Plastic Industries- (Delhi)
in about 50 words or so. Also, if Yes, whether any
m) Indian Rubber Institute - (Delhi)
environmental compliance report is filed?
n) FIEO - (Delhi)
Yes. The Company has undertaken initiatives to reduce
Carbon footprint through reduction in the amount of o) Footwear Park Association- HSIIDC - (Bahadurgarh)
Greenhouse Gases emissions . Your Company has wind 2. Have you advocated/lobbied through above associations
power project of 6MW (4 WTG × 1.5MW) in Jodhpur for the advancement or improvement of public good?
district of Rajasthan state which resulted in reductions of Yes/No; if yes specify the broad areas (drop box:
greenhouse gas emissions that give long-term benefits to Governance and Administration, Economic Reforms,
the mitigation of climate change. The project is registered Inclusive Development Policies, Energy security, Water,
with UNFCCC for CER credits. Food Security, Sustainable Business Principles, Others)
5. Has the company undertaken any other initiatives on – We actively participate in these forums on issues and policy
clean technology, energy efficiency, renewable energy, matters that impact the interest of our stakeholders. We
etc. Y/N. If yes, please give hyperlink for web page etc. prefer to be part of the broader policy development process
Your Company is committed to promote a sustainable and do not practice lobbying on any specific issue.
environment and drive progress through better engineered Principle 8: Inclusive Growth
and energy efficient processes. In view of green energy
Your Company firmly believes in collective development of all
consumption, all the solid fuel based boilers at the plants
the stakeholders especially people at bottom of the pyramid
have been replaced by gas fired boilers (PNG & LNG).
and consider it as prerequisite for the sustainability of the
6. Are the Emissions/Waste generated by the company business. Your Company strives to bring positive impact on the
within the permissible limits given by CPCB/SPCB for the lives of vulnerable poor population associated or impacted by
financial year being reported? the business. Thus, CSR is not the only tool for your Company to
Yes, emission / waste generated by the Company are well support inclusive growth and equitable development. However,
within the permissible limits prescribed by CPCB / SPCB. even before the amendment in the Companies Act 2013, promoters
These emission and waste generated are being monitored on of your Company were involved in various philanthropic activities
regular basis and reported to SPCB during the filing of Annual through two registered Societies funded by promoters for the
Environment Statement (Form V) by September every year. welfare of down-trodden, such as (a) Financial support to needy
patients (b) running Skill Development centre and (c) support to
7. Number of show cause/ legal notices received from CPCB/ grass-root level NGOs. However, through CSR, your Company is
SPCB which are pending (i.e. not resolved to satisfaction) fulfilling its commitment towards people at the bottom of the
as on end of Financial Year. pyramid in a more strategic and professional manner.
We have not received any show cause notice from either
Your Company has identified ‘Education & Skill Development’
CPCB or SPCB in FY22.
and ‘Health & Hygiene’ as two focus areas to implement different
Principle 7: Policy Advocacy social initiatives towards betterment of socially & economically
excluded communities.
1. Is your company a member of any trade and chamber

1. Does the company have specified programmes/ initiative through internal tracking mechanisms and field
initiatives/projects in pursuit of the policy related to visits. Considering community as the most important
Principle 8? stakeholder for CSR objective, the Company’s CSR projects
The Board’s Report- Annexure D shares details of our social at several locations are developed in consultation and
inclusion initiatives. Your Company has CSR Policy in place participation with various stakeholders including the local
to ensure the inclusive growth and equitable development communities. Since the programmes are developed after
of down trodden people affected or associated by business a detailed need assessment, it ensures that the initiatives
in any manner. In order to convert intent into action. are successfully adopted by the community.
2. Are the programmes / projects undertaken through in- Your Company, is actively involved in the projects and
house team/own foundation/external NGO/government monitors the progress of the projects minutely. For
structures/any other organization? sustainability of the project, key stakeholders are identified
in all the projects, so that they can be capacitated during
Your Company has undertaken Phase III of the Parviratan
the project duration and can take ownership of the project
project by adopting 32 schools in block Khanpur and Laskar
later. For instance, in our school based intervention along
of district Haridwar, Uttrakhand. However, apart from
with teachers, we consider School Management Committee
this, your Company has continued projects undertaken in
& parents as important stakeholders and are going to
yester years, through its CSR arm “Relaxo Foundation”. The
continue it in the ongoing project undertaken at district
projects pertain mainly to Education & Skill Development’
Haridwar, Uttrakhand.
and ‘Health & Hygiene’ whose details are provided in
Annexure D. Principle 9: Customer/ Consumer value
3. Have you done any impact assessment of your initiative? 1. What percentage of customer complaints/consumer
cases are pending as on the end of financial year.
All our CSR projects are designed professionally with log
frames that have clearly defined project goals, objectives, No consumer complaints are pending as on March 31, 2022.
activities, expected outcome and indicators to measure the 2. Does the company display product information on
success. Against these indicators the regular monitoring is the product label, over and above what is mandated
being done on periodic basis. We consider independent impact as per local laws? Yes/No/N.A. /Remarks (additional
assessment as equally crucial and intend to have independent information)
assessment at the end of the projects. We are considering
Your company displays all information as mandated by
to have periodic assessment of the different phases of
the statutory regulations to ensure full compliance with
Parivartan project undertaken by the Company at district
relevant laws.
Haridwar, Uttrakhand to ensure whether the project is moving
in right direction or not and do necessary course correction. 3. Is there any case filed by any stakeholder against the
4. What is your company’s direct contribution to community company regarding unfair trade practices, irresponsible
development projects- Amount in INR and the details of advertising and/or anti-competitive behaviour during the
the projects undertaken. last five years and pending as on end of financial year. If
so, provide details thereof, in about 50 words or so.
During the FY ended March 31, 2022, your Company has
undertaken Phase III of the Parivartan project in January 2022 No case has been filed by any stakeholder against the
at block Khanpur and Laskar of district Haridwar, Uttrakhand. Company regarding unfair trade practices, irresponsible
The total project cost is H644.48 Lacs and has to be utilized advertising and/or anti-competitive behavior during last
in three years. The amount has been transferred to the five years.
Relaxo Footwears Limited Unspent CSR Account 21-22 and
4. Did your company carry out any consumer survey/
will be utilized on the project in three years. During the year,
consumer satisfaction trends?
your Company has also continued its commitment towards
the projects like Parivartan model school, Mobile health unit At the new product development division, the Company
project, Nayan project, Vocational training programmes, conducts various consumer survey, market sensing and
Remedial Education program etc. through its implementing monitors evolving consumer needs to develop relevant
agency “Relaxo Foundation”. The details thereof have been products. Your Company, also seeks consumer and trade
provided in the Annexure-D to this Annual Report. feedback before and after launch of its products through
a random sampling approach among target consumers.
5. Have you taken steps to ensure that this community The Company has a strong Customer Feedback Mechanism
development initiative is successfully adopted by the to capture feedback from customers on their shopping
community? experience. The Company also conducts brand track study
Yes, the Company ensures the community development for its brands.

Independent Auditors’ Report
TO THE MEMBERS OF RELAXO FOOTWEARS LIMITED
Report on the Financial Statements Basis for Opinion

Opinion We conducted our audit in accordance with the Standards on
We have audited the accompanying financial statements of Auditing (SAs) specified under section 143(10) of the Act. Our
Relaxo Footwears Limited (“the Company”), which comprise responsibilities under those Standards are further described
the Balance Sheet as at March 31, 2022, the Statement of in the Auditor’s Responsibilities for the Audit of the Financial
Profit and Loss (including Other Comprehensive Income), the Statements section of our report. We are independent of the
Statement of Changes in Equity and Statement of Cash Flows Company in accordance with the Code of Ethics issued by the
for the year then ended, and notes to the financial statements, Institute of Chartered Accountants of India (“ICAI”) together with
including a summary of significant accounting policies and other the ethical requirements that are relevant to our audit of the
explanatory information (hereinafter referred to as the “financial financial statements under the provisions of the Act and the rules
statements”). thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI’s Code of
In our opinion and to the best of our information and according to Ethics. We believe that the audit evidence we have obtained is
the explanations given to us, the aforesaid financial statements sufficient and appropriate to provide a basis for our opinion.
give the information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair view Key Audit Matters
in conformity with the Indian Accounting Standards prescribed Key audit matters are those matters that, in our professional
under section 133 of the Act read with the Companies (Indian judgment, were of most significance in our audit of the financial
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and statements of the current period. These matters were addressed
other accounting principles generally accepted in India, of the in the context of our audit of the financial statements as a
state of affairs of the Company as at March 31, 2022 and its whole, and in forming our opinion thereon, and we do not provide
profit, total comprehensive income, changes in equity and its a separate opinion on these matters. We have determined the
cash flows for the year ended on that date. matters described below to be the key audit matters to be
communicated in our report.
Description of Key Audit Matters:

Key audit matters How our audit addressed the key audit matter
Revenue Recognition
(Refer Note no.20,29 and 47 to the Financial statements:
As per the accounting policy of the Company, the revenue is recognised Our audit procedures included the following:
upon transfer of control of goods to the customer and thus requires an • Obtained an understanding from the management with regard to
estimation of the revenue taking into consideration the rebates and controls relating to recording of rebates and discounts and period end
discounts as per the terms of the contracts. provisions relating to estimation of revenue, and tested the operating
With regard to the determination of revenue, the management is effectiveness of such controls;
required to make significant estimates in respect of following: • Tested the inputs used in the estimation of revenue in context of
• the rebates/ discounts linked to sales, which will be given to the rebates and discounts to source data;
customers pursuant to schemes offered by the Company; and • Assessed the underlying assumptions used for determination of
• discounts offered by the customers to the ultimate consumers at the rebates and discounts;
behest of the Company. • Ensured the completeness of liabilities recognised by evaluating the
The matter has been determined to be a key audit matter in view of the parameters for sample schemes;
involvement of significant estimates by the management. • Performed look-back analysis for past trends by comparing recent
actuals with the estimates of earlier periods and assessed subsequent
events;
• Tested credit notes issued to customers and payments made to them
during the year and subsequent to the year-end along with the terms
of the related schemes.
Based on the above procedures, we did not identify any significant
deviation to the assessment made by management in respect of
estimation of rebates and discounts.

Key audit matters How our audit addressed the key audit matter
Provisions, Litigations, Claims and Contingent Liabilities:
(Refer Note-15, 29 and 30)
The management is required to make judgements and estimates in Our audit procedures included the following:
relation to the issues and exposures arising from a range of matters • We tested the design, implementation and operating effectiveness
relating to direct tax, indirect tax, general legal proceedings and other of key internal controls around the recognition and measurement of
eventualities arising in the regular course of business. The Company provisions.
is also subject to complexities arising from uncertain tax positions on
• We inquired the status in respect of significant provisions with the
deductibility of expenses and allowance of certain tax deductions.
Company’s internal tax and legal team.
The key judgement lies in determining the likelihood and magnitude of
• We assessed the value of material provisions in light of the nature
the possible cash outflows and interpretations of the legal aspects, tax
of the exposures, applicable regulations and related correspondence
legislations and judgements previously made by authorities. By nature,
with the authorities.
these are complex and include many variables.
• We challenged the assumptions and critical judgements made by
the Company which impacted their estimate of provision required,
considering judgements previously made by the authorities in
the relevant jurisdictions or any relevant opinions given by the
Company’s advisors and assessing whether there was an indication of
management bias.
• We verified the calculation of provision on a test check basis.
Information Other than the Financial Statements and the Company and for preventing and detecting frauds and other
Auditors’ Report thereon irregularities; selection and application of appropriate accounting
The Company’s Board of Directors is responsible for the policies; making judgments and estimates that are reasonable
preparation of the other information. The other information and prudent; and design, implementation and maintenance
comprises the information included in the Management of adequate internal financial controls, that were operating
Discussion and Analysis, Board’s Report including Annexures effectively for ensuring the accuracy and completeness of the
to Board’s Report, Business Responsibility Report, Corporate accounting records, relevant to the preparation and presentation
Governance and Shareholder’s Information, but does not include of the financial statements that give a true and fair view and are
the financial statements and our auditors’ report thereon. Our free from material misstatement, whether due to fraud or error.
opinion on the financial statements does not cover the other
In preparing the financial statements, management is
information and we do not express any form of assurance
responsible for assessing the Company’s ability to continue as a
conclusion thereon. In connection with our audit of the financial
going concern, disclosing, as applicable, matters related to going
statements, our responsibility is to read the other information
concern and using the going concern basis of accounting unless
and, in doing so, consider whether the other information is
management either intends to liquidate the Company or to cease
materially inconsistent with the financial statements, or our
operations, or has no realistic alternative but to do so.
knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have Those Board of Directors are also responsible for overseeing the
performed, we conclude that there is a material misstatement of Company’s financial reporting process.
this other information, we are required to report that fact. We
have nothing to report in this regard. Auditors’ Responsibility for the Audit of the Financial
Statements
Management’s Responsibility for the Financial Our objectives are to obtain reasonable assurance about whether
Statements the financial statements as a whole are free from material
The Company’s Board of Directors is responsible for the misstatement, whether due to fraud or error, and to issue an
matters stated in section 134(5) of the Act, with respect to auditor’s report that includes our opinion. Reasonable assurance
the preparation of these financial statements that give a true is a high level of assurance but is not a guarantee that an audit
and fair view of the financial position, financial performance, conducted in accordance with SAs will always detect a material
cash flows and changes in equity of the Company in accordance misstatement when it exists. Misstatements can arise from
with the accounting principles generally accepted in India, fraud or error and are considered material if, individually or in the
including the Indian Accounting Standards (Ind AS) prescribed aggregate, they could reasonably be expected to influence the
under section 133 of the Act. This responsibility also includes economic decisions of users taken on the basis of these financial
maintenance of adequate accounting records in accordance statements.
with the provisions of the Act for safeguarding the assets of

As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with a statement
professional judgment and maintain professional scepticism that we have complied with relevant ethical requirements
throughout the audit. We also: regarding independence, and to communicate with them all
Identify and assess the risks of material misstatement of the relationships and other matters that may reasonably be thought
financial statements, whether due to fraud or error, design and to bear on our independence, and where applicable, related
perform audit procedures responsive to those risks, and obtain safeguards.
audit evidence that is sufficient and appropriate to provide a basis
From the matters communicated with those charged with
for our opinion. The risk of not detecting a material misstatement
governance, we determine those matters that were of most
resulting from fraud is higher than for one resulting from error,
significance in the audit of the financial statements of the
as fraud may involve collusion, forgery, intentional omissions,
current period and are therefore, the key audit matters. We
misrepresentations, or the override of internal control.
describe these matters in our auditor’s report unless law or
Obtain an understanding of internal control relevant to the audit regulation precludes public disclosure about the matter or when,
in order to design audit procedures that are appropriate in the in extremely rare circumstances, we determine that a matter
circumstances. Under section 143(3)(i) of the Act, we are also should not be communicated in our report because the adverse
responsible for expressing our opinion on whether the company consequences of doing so would reasonably be expected to
has adequate internal financial controls system in place and the outweigh the public interest benefits of such communication.
operating effectiveness of such controls.
Report on Other Legal and Regulatory Requirements
Evaluate the appropriateness of accounting policies used and the 1. As required by the Companies (Auditor’s Report) Order, 2020
reasonableness of accounting estimates and related disclosures (“the Order”) issued by the Central Government of India in
made by management. terms of section 143 (11) of the Act, we give in the Annexure
‘A’ a statement on the matters specified in paragraphs 3 and
Conclude on the appropriateness of management’s use of 4 of the Order, to the extent applicable.
the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related 2. As required by section 143(3) of the Act, we report that:
to events or conditions that may cast significant doubt on the (a) We have sought and obtained all the information and
Company’s ability to continue as a going concern. If we conclude explanations, which to the best of our knowledge and
that a material uncertainty exists, we are required to draw belief were necessary for the purpose of our audit.
attention in our auditor’s report to the related disclosures in
(b) In our opinion, proper books of account as required by law
the financial statements or, if such disclosures are inadequate,
have been kept by the Company so far as it appears from
to modify our opinion. Our conclusions are based on the audit
our examination of those books.
evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Company to cease to (c) The Balance Sheet, the Statement of Profit and Loss
continue as a going concern. including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt
Evaluate the overall presentation, structure and content of the with by this Report are in agreement with the books of
financial statements, including the disclosures, and whether the account.
financial statements represent the underlying transactions and (d) In our opinion, the aforesaid financial statements comply
events in a manner that achieves fair presentation. with the Indian Accounting Standards specified under
section 133 of the Act.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable (e) On the basis of written representations received from the
that the economic decisions of a reasonably knowledgeable user directors as at March 31, 2022 and taken on record by the
of the financial statements may be influenced. We consider Board of Directors, none of the directors is disqualified as
quantitative materiality and qualitative factors in (i) planning the at March 31, 2022 from being appointed as a director in
scope of our audit work and in evaluating the results of our work; terms of section 164 (2) of the Act.
and (ii) to evaluate the effect of any identified misstatements in (f) With respect to the adequacy of the internal financial
the financial statements. controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
We communicate with those charged with governance regarding, separate report in Annexure ‘B’
among other matters, the planned scope and timing of the
(g) With respect to the other matters to be included in the
audit and significant audit findings, including any significant
Auditor’s Report in accordance with the requirements of
deficiencies in internal control that we identify during our audit.
section 197(16) of the Act, as amended:

In our opinion and to the best of our information from any person or entity, including foreign entity
and according to the explanations given to us, the (“Funding Parties”), with the understanding,
remuneration paid by the Company to its directors during whether recorded in writing or otherwise,
the year is in accordance with the provisions of section that the Company shall, whether, directly or
197 of the Act. indirectly, lend or invest in other persons or
(h) With respect to the other matters to be included in entities identified in any manner whatsoever
the Auditors’ Report in accordance with Rule 11 of the by or on behalf of the Funding Party (“Ultimate
Companies (Audit and Auditors) Rules, 2014, in our Beneficiaries”) or provide any guarantee, security
opinion and to the best of our information and according or the like on behalf of the Ultimate Beneficiaries;
to the explanations given to us: (c) Based on the audit procedures that have been
i) The Company has disclosed the impact of pending considered reasonable and appropriate in
litigations on its financial position in its financial the circumstances, nothing has come to our
statements notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
ii) The Company did not have any long-term contracts
Rule 11(e), as provided under (a) and (b) above,
including any derivative contracts for which there
contain any material misstatement.
were any material foreseeable losses;
v) a) The final dividend paid by the Company during
iii) There has been no delay in transferring amounts,
the year in respect of the same declared for the
required to be transferred, to the Investor Education
previous year is in accordance with section 123 of
and Protection Fund by the Company.
the Companies Act 2013 to the extent it applies
iv) (a)
The Management has represented that, to to payment of dividend (Refer Note No.13 to the
the best of its knowledge and belief, no funds financial statements).
(which are material either individually or in the
b)
As stated in Note No. 48 to the financial
aggregate) have been advanced or loaned or
statements, the Board of Directors of the
invested (either from borrowed funds or share
Company have proposed final dividend for
premium or any other sources or kind of funds) by
the year which is subject to the approval of
the Company to or in any other person or entity,
the members at the ensuing Annual General
including foreign entity (“Intermediaries”),
Meeting. The dividend declared is in accordance
with the understanding, whether recorded in
with section 123 of the Act to the extent it applies
writing or otherwise, that the Intermediary
to declaration of dividend.
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide For B R Maheswari & Co LLP
any guarantee, security or the like on behalf of Chartered Accountants
the Ultimate Beneficiaries; Firm’s Registration No. 001035N/N500050
(b)
The Management has represented, that, to Akshay Maheshwari
the best of its knowledge and belief, no funds Partner
(which are material either individually or in the Membership No.504704
aggregate) have been received by the Company New Delhi, May 11, 2022 UDIN: 22504704AIUEAO2463

Annexure “A” to the Independent Auditors’ Report
(Referred to in Paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date)
To the best of our information and according to the explanations to us, the quarterly returns or statements filed by the
provided to us by the Company and the books of account and Company with such banks are in agreement with the
records examined by us in the normal course of audit, we state books of accounts of the Company.
that: 3. In our opinion and according to the information and
1. a) (A) The Company has maintained proper records showing explanations given to us, the Company has not made any
full particulars including quantitative details and investments in, provided any guarantee or security or
situation of Property, plant and equipment. granted any loans or, secured or unsecured to companies,
(B)
The Company has maintained proper records firms, Limited Liability Partnerships or other parties.
showing full particulars of intangible assets 4. In our opinion and according to the information and
b) According to the information and explanations given to explanations given to us, the Company has not granted any
us, property, plant and equipment have been physically loans or provided any guarantees or security to the parties
verified by the management in a phased periodical cover under section 185 of the Act. In respect of investments
manner which in our opinion is reasonable having regard made by the Company, the provisions of section 186 of the
to the size of the Company and nature of its assets. No Act have been complied with.
material discrepancies were noticed on such verification. 5. In our opinion and according to the information and
c) Based upon the audit procedure performed and according explanations given to us, the Company has not accepted
to the records of the Company, the title deeds of all the any deposit from the public during the year in terms of the
immovable properties (other than properties where the provisions of section 73 to 76 of the Act or any other relevant
Company is the lessee, and the lease agreements are provisions of the Companies Act, 2013 and the rules made
duly executed in favour of the lessee) are held in the thereunder.
name of the Company. 6. The maintenance of cost records has not been specified by
d) The Company has not revalued its Property, plant and the Central Government under sub-section (1) of section 148
equipment (including Right of use Assets) and intangible of the Companies Act, 2013 for the business activities carried
assets during the year end. out by the Company. Hence, reporting under clause (vi) of the
Order is not applicable to the Company.
e) According to the information and explanations given to
us, no proceedings have been initiated or pending against 7. In respect of statutory dues:
the Company for holding any benami property under the a) In our opinion, the Company has generally been regular
“Benami Transactions (Prohibition) Act, 1988 and rules in depositing undisputed statutory dues, including
made thereunder. Goods and Services tax, Provident Fund, Employees’
2. In respect of its inventories: State Insurance, Income Tax, Sales Tax, Service Tax, duty
of Custom, duty of Excise, Value Added Tax, Cess and
a) The management has physically verified the inventories.
other material statutory dues applicable to it with the
In our opinion, the frequency, coverage and procedure of
appropriate authorities.
such verification is reasonable. The discrepancies noticed
on verification between the physical stocks and the book There were no undisputed amounts payable in respect of
records were not material and such discrepancies have Goods and Service tax, Provident Fund, Employees’ State
been properly dealt with in the books of accounts. Insurance, Income Tax, Sales Tax, Service Tax, duty of
Custom, duty of Excise, Value Added Tax, Cess and other
b)
The Company has been sanctioned working capital
material statutory dues in arrears as at March 31, 2022
limits in excess of H5 crores, in aggregate, from banks
for a period of more than six months from the date they
on the basis of security of current assets during the year.
became payable.
According to the information and explanations given

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2022 on account of
disputes are given below: (H in Crore)
Nature of Forum where dispute Period to which the amount
S.No. Name of the Statute Amount
the Dues is pending relates
1. Haryana General Sales Tax Act, 1973. Purchase Tax Jt. Commissioner 2001-02 0.20
2002-03 0.15
2. Delhi Value Added Tax Act, 2005 Input Tax Appellate Tribunal, Delhi 2005-06 0.04
2013-14 0.22
3. Rajasthan Tax on Entry of Goods into Entry Tax Tax Board, (Ajmer). 2011-12 to 2016-17 0.71
Local Area Act, 1999
4. Income Tax Act, 1961 Income Tax (*) Assessing Officer & CPC 2006-07,2008-09 to 2013-14, 4.80(*)
2016-17 to 2019-20
TDS Assessing Officer, 2008-09 to 2011-12, 2013-14 0.04
Commissioner (A), ITAT to 2015-16, 2017-18 to
2019-20 and 2022-23
Total 6.16
(*) The above demands are majorly on account of Dividend Distribution Tax (DDT) credit not given by Income Tax Department while issuing intimations
under section 143(1) of the Income Tax Act,1961. The Company has disputed the same as the said DDT has already been deposited on time and the
Company has submitted the proof for payment to the Department for deleting the said demands.
8. There were no transactions relating to previously unrecorded b) No report under sub-section (12) of section 143 of the
income that have been surrendered or disclosed as income Companies Act has been filed in Form ADT-4 as prescribed
during the year in the tax assessments under the Income under rule 13 of Companies (Audit and Auditors) Rules,
Tax Act, 1961 (43 of 1961). 2014 with the Central Government, during the year and
9. a) Based on the information and explanations given to upto the date of this report.
us, we are of the opinion that the Company has not c) We have taken into consideration the whistle blower
defaulted in repayment of loans or other borrowings or complaints received by the Company during the year
in the payment of interest thereon to any lenders. (and upto the date of this report), while determining the
b) The Company is not declared a willful defaulter by any nature, timing and extent of our audit procedures.
bank or financial institution or other lender. 12. In our opinion, the Company is not a Nidhi Company.
c) The Company has not taken any term loan during the Therefore, the provisions of clause 3(xii) of the Order are not
year and there are no outstanding term loans at the applicable to the Company.
beginning of the year and hence, reporting under clause 13. In our opinion, the Company is in compliance with Section
3(ix)(c) of the Order is not applicable. 177 and 188 of the Companies Act, 2013 with respect to
d) On an overall examination of the financial statements applicable transactions with the related parties and the
of the Company, funds raised on short-term basis have, details of related party transactions have been disclosed
prima facie, not been used during the year for long-term in the financial statements as required by the applicable
purposes by the Company. accounting standards.
e) The Company has no subsidiaries, associates or joint 14. a) In our opinion, the Company has an adequate internal
ventures. Hence, reporting under clause 3 (ix)(e) and (f) audit system commensurate with the size and nature of
of the Order is not applicable its business
10. a) The Company has not raised moneys by way of initial b) We have considered, the internal audit reports for the
public offer or further public offer (including debt year under audit, issued to the Company during the
instruments) during the year. Hence, reporting under year and till date, in determining the nature, timing and
clause 3(x)(a) of the Order is not applicable. extent of our audit procedures.
b) The company has not made any preferential allotment 15. According to the information and explanations given to us
of shares or fully or partially convertible debentures and on an overall examination of the financial statements of
during the year. Hence, reporting under clause 3 (x) (b) of the Company, we report that the Company has not entered
the Order is not applicable. into any non- cash transaction with directors or persons
connected with him, therefore, reporting under clause 3(xv)
11. a) No fraud by the Company and no material fraud on the
of the Order is not applicable.
Company has been noticed or reported during the year.

16. a) The Company is not engaged in business of Non-Banking 20. a) There are no unspent amounts towards Corporate Social
Financial Company or Housing Finance Company or Core Responsibility (CSR) on other than ongoing projects
Investment Company requiring registration under the requiring a transfer to a Fund specified in Schedule
Reserve Bank of India Act, 1934. Hence, reporting under VII to the Companies Act in compliance with second
clause 3(xvi)(a), (b) and (c) of the Order is not applicable. proviso to sub-section (5) of Section 135 of the said Act.
b) The Company is not a part of a Group as defined in the Accordingly, reporting under clause 3(xx)(a) of the Order
Core Investment Companies (Reserve Bank) Directions, is not applicable for the year.
2016 and accordingly, reporting under clause 3(xvi)(d) of b)
In respect of ongoing projects, the Company has
the Order is not applicable. transferred unspent Corporate Social Responsibility
17. The Company has not incurred any cash losses in the (CSR) amount as at the end of the previous financial
financial year covered by our audit and in the immediately year, to a Special account within a period of 30 days from
preceding financial year. the end of the said financial year in compliance with the
provision of section 135(6) of the Act.
18. There has been no resignation of the statutory auditors of
the Company during the year.
In respect of ongoing projects, the Company has
transferred the unspent Corporate Social Responsibility
19. On the basis of the financial ratios, ageing and expected
(CSR) amount as at the Balance Sheet date out of the
dates of realisation of financial assets and payment of
amounts that was required to be spent during the year,
financial liabilities, other information accompanying the
to a Special Account in compliance with the provision of
financial statements and our knowledge of the Board
sub-section (6) of section 135 of the Act.
of Directors and Management plans and based on our
examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to
believe that any material uncertainty exists as on the date
of the audit report indicating that Company is not capable
of meeting its liabilities existing at the date of balance For B R Maheswari & Co LLP
sheet as and when they fall due within a period of one year Chartered Accountants
from the balance sheet date. We, however, state that this is Firm’s Registration No. 001035N/N500050
not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts
up to the date of the audit report and we neither give any Akshay Maheshwari
guarantee nor any assurance that all liabilities falling due Partner
within a period of one year from the balance sheet date, will Membership No.504704
get discharged by the Company as and when they fall due. New Delhi, May 11, 2022 UDIN: 22504704AIUEAO2463

Annexure “B” to the Independent Auditors’ Report
(Referred to in Paragraph 2(f) under the heading “Report on other legal and regulatory requirements” of our report of even date)
Report on the Internal Financial Controls under clause Meaning of Internal Financial Controls Over Financial
(i) of sub section 3 of section 143 of the Companies Act, Reporting
2013 (“the Act”) A company's internal financial control over financial reporting is a
We have audited the internal financial controls over financial process designed to provide reasonable assurance regarding the
reporting of Relaxo Footwears Limited (“the Company”) as of reliability of financial reporting and the preparation of financial
March 31, 2022 in conjunction with our audit of the financial statements for external purposes in accordance with generally
statements of the Company for the year ended on that date. accepted accounting principles. A company's internal financial
control over financial reporting includes those policies and
Management’s Responsibility for Internal Financial Controls procedures that (1) pertain to the maintenance of records that,
The Company’s management is responsible for establishing and in reasonable detail, accurately and fairly reflect the transactions
maintaining internal financial controls based on the internal and dispositions of the assets of the company; (2) provide
control over financial reporting criteria established by the reasonable assurance that transactions are recorded as necessary
Company considering the essential components of internal control to permit preparation of financial statements in accordance
stated in the Guidance Note on Audit of Internal Financial Controls with generally accepted accounting principles, and that receipts
Over Financial Reporting issued by the Institute of Chartered and expenditures of the company are being made only in
Accountants of India. These responsibilities include the design, accordance with authorizations of management and directors
implementation and maintenance of adequate internal financial of the company; and (3) provide reasonable assurance regarding
controls that were operating effectively for ensuring the orderly prevention or timely detection of unauthorized acquisition, use,
and efficient conduct of its business, including adherence to or disposition of the company's assets that could have a material
company’s policies, the safeguarding of its assets, the prevention effect on the financial statements.
and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable Inherent Limitations of Internal Financial Controls Over
financial information, as required under the Act. Financial Reporting
Because of the inherent limitations of internal financial controls
Auditors’ Responsibility over financial reporting, including the possibility of collusion
Our responsibility is to express an opinion on the Company's internal or improper management override of controls, material
financial controls over financial reporting based on our audit. We misstatements due to error or fraud may occur and not be
conducted our audit in accordance with the Guidance Note on detected. Also, projections of any evaluation of the internal
Audit of Internal Financial Controls Over Financial Reporting (the financial controls over financial reporting to future periods
“Guidance Note”) and the Standards on Auditing, issued by ICAI are subject to the risk that the internal financial control over
and deemed to be prescribed under section 143(10) of the Act, financial reporting may become inadequate because of changes
to the extent applicable to an audit of internal financial controls, in conditions, or that the degree of compliance with the policies
both applicable to an audit of Internal Financial Controls and, both or procedures may deteriorate.
issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with Opinion
ethical requirements and plan and perform the audit to obtain In our opinion, the Company has, in all material respects, an
reasonable assurance about whether adequate internal financial adequate internal financial controls system over financial
controls over financial reporting was established and maintained reporting and such internal financial controls over financial
and if such controls operated effectively in all material respects. reporting were operating effectively as at March 31, 2022 based
on the internal control over financial reporting criteria established
Our audit involves performing procedures to obtain audit evidence by the Company considering the essential components of internal
about the adequacy of the internal financial controls system over control stated in the Guidance Note on Audit of Internal Financial
financial reporting and their operating effectiveness. Our audit Controls Over Financial Reporting issued by the Institute of
of internal financial controls over financial reporting included Chartered Accountants of India.
obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
For B R Maheswari & Co LLP
exists, and testing and evaluating the design and operating
Chartered Accountants
effectiveness of internal control based on the assessed risk. The
Firm’s Registration No. 001035N/N500050
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.
Akshay Maheshwari
We believe that the audit evidence we have obtained is sufficient and Partner
appropriate to provide a basis for our audit opinion on the Company’s Membership No.504704
internal financial controls system over financial reporting. New Delhi, May 11, 2022 UDIN: 22504704AIUEAO2463

Balance Sheet as at March 31, 2022 (C in Crore)
Note As at As at
Particulars
No. March 31, 2022 March 31, 2021
ASSETS
Non-Current Assets
Property, Plant and Equipment 1 769.35 721.05
Capital Work-in-Progress 1 145.18 112.23
Intangible Assets 2 28.60 33.33
Intangible Assets under Development 2 3.78 5.80
Right-of-Use Asset 3 189.31 183.68
Financial Assets
Investments 4 24.98 0.20
Loans 5 0.08 0.09
Other Financial Assets 6 17.53 17.23
Other Non-Current Assets 7 16.82 22.30
1195.63 1095.91
Current Assets
Inventories 8 673.25 422.14
Financial Assets
Trade Receivables 9 250.79 181.46
Cash and Cash Equivalents 10 7.10 6.34
Bank Balances other than Cash and Cash Equivalents 11 5.40 1.35
Loans 5 0.43 0.41
Other Current Assets 7 79.89 130.14
1186.96 1079.89
Total Assets 2382.59 2175.80
EQUITY AND LIABILITIES
Equity
Equity Share Capital 12 24.89 24.84
Other Equity 13 1735.23 1547.57
1760.12 1572.41
Liabilities
Non-Current Liabilities
Financial Liabilities
Lease Liabilities 122.78 115.23
Other Financial Liabilities 14 0.15 0.17
Provisions 15 18.67 16.10
Deferred Tax Liabilities (Net) 16 19.85 22.80
161.45 154.30
Current Liabilities
Borrowings 17 20.00 -
Trade Payables
Total Outstanding Dues of Micro Enterprises and Small Enterprises (Refer note 54.20 47.36
no. 43)
Total Outstanding Dues of Creditors Other than Micro Enterprises and Small 167.54 175.44
Enterprises
Other Financial Liabilities 14 94.76 105.62
Other Current Liabilities 18 60.28 57.81
Provisions 15 29.16 27.18
Current Tax Liabilities (Net) 19 3.82 6.75
461.02 449.09
Total Equity and Liabilities 2382.59 2175.80
Significant Accounting Policies 29
The accompanying notes are an integral part of financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B R Maheswari & Co LLP Ramesh Kumar Dua Mukand Lal Dua
Chartered Accountants Managing Director Whole Time Director
Firm’s Registration No. 001035N/N500050 DIN :00157872 DIN :00157898
Akshay Maheshwari
Partner Sushil Batra Vikas Kumar Tak
Membership No. 504704 Chief Financial Officer Company Secretary
Delhi, May 11, 2022

Statement of Profit and Loss for the year ended March 31, 2022 (C in Crore)
Note Year ended Year ended

Particulars No. March 31, 2022 March 31, 2021
INCOME
Revenue from Operations 20 2653.27 2359.15
Other Income 21 23.72 22.77
Total Income 2676.99 2381.92
EXPENSES
Cost of Materials Consumed, including Packing Material 1307.88 863.85
Purchases of Stock-in-Trade 81.13 95.28
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 22 (172.31) 44.15
Employee Benefits Expense 23 334.69 301.39
Finance Costs 24 15.33 17.08
Depreciation and Amortisation Expense 25 113.54 110.02
Other Expenses 26 686.13 558.99
Total Expenses 2366.39 1990.76
Profit Before Tax 310.60 391.16
Tax Expense 27
Current Tax 80.84 102.03
Deferred Tax (3.06) (2.43)
Tax for Earlier years 0.14 -
77.92 99.60
Profit for the year 232.68 291.56
Other Comprehensive Income not to be reclassified to Profit or Loss
Remeasurement Gains / (Losses) on Defined Benefit Plan 31(b) 0.42 1.93
Income Tax effect on above (0.11) (0.48)
0.31 1.45
Total Comprehensive Income for the year 232.99 293.01
(Comprising Profit and Other Comprehensive Income for the year)
Earnings Per Equity Share of H1/- each (In D) 33
Basic 9.36 11.74
Diluted 9.35 11.72

Akshay Maheshwari
Delhi, May 11, 2022

Statement of Cash Flows for the year ended March 31, 2022 (C in Crore)

Particulars
No. March 31, 2022 March 31, 2021
Cash flow from Operating Activities

Adjustments for
Depreciation and Amortisation Expense 25 113.54 110.02
Finance Costs 24 15.33 17.08
Interest Income 21 (1.21) (0.74)
Net (Gain) on Current Investments 21 (7.98) (7.41)
Net Unrealised (Gain) / Loss on Foreign Currency Transactions and Translations (0.38) 0.70
(Gain) on Lease Modification, Termination and Concession 21 (8.47) (11.82)
Share Based Payments 23 2.89 2.11
Net Fair Valuation (Gain) / Loss on Derivative Instruments 21, 26 (0.63) 2.31
Write Down / (Reversal of Write Down) of Inventories (2.91) 4.89
Bad debts Written off 26 0.04 0.06
Allowances for Doubtful Trade Receivables 26 0.04 0.19
Net loss on Disposal / Write off of PPE and Intangible Assets 26 0.60 0.68
Operating Profit Before Working Capital Changes 421.46 509.23
Changes in Working Capital
Adjustments for (Increase) / Decrease in Operating Assets
Loans to Employees 5 (0.01) (0.19)
Security Deposits (1.05) 3.13
Other Non-Current Assets (1.62) (4.44)
Trade Receivables (68.84) (11.49)
Other Current Assets 7 50.25 28.84
Inventories (248.20) 20.71
Adjustments for Increase / (Decrease) in Operating Liabilities
Trade Payables (1.26) 40.18
Other Financial Liabilities (14.05) 33.33
Provisions 0.75 (16.28)
Other Current Liabilities 2.47 (0.78)
Net Cash Flow from / (used in) Working Capital (281.56) 93.01
Cash Generated from Operations 139.90 602.24
Taxes Paid * (83.91) (89.12)
Net Cash Generated from / (used in) Operating Activities 55.99 513.12
Cash Flow from Investing Activities
Payment for Purchase of PPE including Capital Work-in-Progress and Intangible (139.51) (123.32)
Assets
Proceeds from Sale of PPE and Intangible Assets 0.59 1.42
(Purchase) / Redemption of Investments (Net) 151.91 (330.57)
Interest Income 0.59 0.72
(Purchase) / Maturity of Bank Deposits and Margin Money 6, 11 0.97 (1.41)
Net Cash Flow from / (used in) Investing Activities 14.55 (453.16)
Cash Flow from Financing Activities
Proceeds from Issuance of Equity Shares under Employee Stock Option Plan 12 0.05 0.02
Securities Premium received on exercise of Equity Shares issued under Employee 13 13.89 4.87
Stock Option Plan
Proceeds from / (Repayment) of Current Borrowings (Net) 17 20.00 (19.16)

Statement of Cash Flows for the year ended March 31, 2022 (contd.) (C in Crore)

Particulars
No. March 31, 2022 March 31, 2021
Payment of Principal Lease Liabilities (26.28) (24.75)
Dividend Paid (62.11) -
Finance Costs (Including Interest on Lease Liabilities) (15.33) (17.13)
Net Cash Flow from / (used in) Financing Activities (69.78) (56.15)
Net Increase / (Decrease) in Cash and Cash Equivalents 0.76 3.81
Cash and Cash Equivalents at beginning of the year 6.34 2.55
Exchange Fluctuation Gain / (Loss) on Foreign Currency Bank Balances 0.00 (0.02)
Cash and Cash Equivalents at end of the year 10 7.10 6.34
Components of Cash and Cash Equivalents (At end of the year) 10
Balances with Banks on Current Accounts 6.50 5.66
Cash on Hand 0.60 0.68
7.10 6.34
The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 - "Statement of Cash Flows".
* Direct Taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.
Changes in liabilities arising from financing activities, including changes arising from cash flows and non cash changes as per IND AS 7 -
statement of cash flows are shown below (C in Crore)
Non Cash Changes
Cash Flows Lease
As at As at
Particulars from/ Addition Modification,
April 1, 2021 March 31, 2022
(used in) in Assets Termination
and Concession
Borrowings - 20.00 - - 20.00
Lease Liabilities 144.16 (26.28) 44.63 (8.47) 154.04
144.16 (6.28) 44.63 (8.47) 174.04
(C in Crore)
Non Cash Changes
Cash Flows Lease
As at As at
Particulars from / Addition Modification,
April 1, 2020 March 31, 2021
(used in) in Assets Termination
and Concession
Borrowings 19.16 (19.16) - - -
Lease Liabilities 147.39 (24.75) 33.34 (11.82) 144.16
166.55 (43.91) 33.34 (11.82) 144.16

Akshay Maheshwari
Delhi, May 11, 2022

Statement of Changes in Equity for the year ended March 31, 2022
Equity Share Capital (Refer note no. 12) (C in Crore)
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Balance at beginning of the year
24,84,42,101 (previous year - 24,82,46,436) Equity Shares of face value of C1/- each (previous year 24.84 24.82
C1/- each)
Changes in Share Capital
4,83,945 (previous year 1,95,665) Equity Shares of face value of C1/- each (previous year C1/- 0.05 0.02
each) Issued under Employee Stock Option Plan (Refer note no. 32)
Balance at end of the year
24,89,26,046 (previous year - 24,84,42,101) Equity Shares of face value of C1/- each (previous year
24.89 24.84
C1/- each)
There are no changes in equity share capital due to prior period errors.
Other Equity (Refer note no. 13) (C in Crore)

Reserves and Surplus
Other
Particulars Share Options Comprehensive Total
Securities General Retained
Outstanding Income
Premium Reserve Earnings
Account
As at April 1, 2021 194.45 7.34 1300.23 42.83 2.72 1547.57
Profit for the year - - - 232.68 - 232.68
Remeasurement Gains / (Losses) on Defined Benefit - - - - 0.31 0.31
Plan (Net of Tax)
Transfer from Retained Earnings to General Reserve - - 150.00 (150.00) - -
Share Based Payments under Employee Stock Option Plan - 2.89 - - - 2.89
Transferred from Share Options Outstanding Account 7.86 (7.86) - - - -
to Securities Premium on issuance of 4,83,945 Equity
Shares of face value of H1/- each under Employee Stock
Option Plan
Securities Premium received on exercise of 4,83,945 13.89 - - - - 13.89
Equity Shares of face value of H1/- each under Employee
Stock Option Plan
Final Dividend on Equity Shares for the year ended - - - (62.11) - (62.11)
March 31, 2021 @ H2.50 per equity share
As at March 31, 2022 216.20 2.37 1450.23 63.40 3.03 1735.23
Significant Accounting Policies (Refer note no. 29)

Statement of Changes in Equity for the year ended March 31, 2022 (contd.)
Other Equity (Refer note no. 13) (contd.) (C in Crore)
Other
Particulars Share Options Comprehensive Total
Securities General Retained
Outstanding Income
Premium Reserve Earnings
Account
As at April 1, 2020 186.53 8.29 1000.22 51.27 1.27 1247.58
Profit for the year - - - 291.56 - 291.56
Remeasurement Gains / (Losses) on Defined Benefit - - - - 1.45 1.45
Plan (Net of Tax)
Transfer from Retained Earnings to General Reserve - - 300.00 (300.00) - -
Share Based Payments under Employee Stock Option Plan - 2.11 - - - 2.11
Transferred from Share Options Outstanding Account 3.05 (3.05) - - - -
to Securities Premium on issuance of 1,95,665 Equity
Shares of face value of H1/- each under Employee Stock
Option Plan
Securities Premium received on exercise of 1,95,665 4.87 - - - - 4.87
Equity Shares of face value of H1/- each under Employee
Stock Option Plan
Transferred from Share Options Outstanding Account - (0.01) 0.01 - - -
to General Reserve on cancellation of Vested Options
under Employee Stock Option Plan
As at March 31, 2021 194.45 7.34 1300.23 42.83 2.72 1547.57

Akshay Maheshwari
Delhi, May 11, 2022

84
Notes forming part of Financial Statements
Note No. 1: Property, Plant and Equipment & Capital Work-in-Progress (C in Crore)
Net Carrying
Gross Carrying Amount Accumulated Depreciation
Amount
Particulars
As at Deletions/ As at As at Deletions/ As at As at
Additions Depreciation
April 1, 2021 Adjustments March 31, 2022 April 1, 2021 Adjustments March 31, 2022 March 31, 2022
Property, Plant and Equipment (PPE)
Freehold Land 163.30 - - 163.30 - - - - 163.30
Buildings 305.53 12.62 0.03 318.12 44.56 11.10 0.00 55.66 262.46

Leasehold Improvements 16.35 1.09 0.67 16.77 8.85 1.83 0.29 10.39 6.38
Plant and Equipments 290.11 69.34 1.81 357.64 89.43 23.45 1.25 111.63 246.01
Moulds 89.10 20.35 0.10 109.35 59.04 18.20 0.10 77.14 32.21
Computers 15.37 3.22 0.59 18.00 10.34 2.53 0.56 12.31 5.69
Vehicles 13.45 1.35 0.23 14.57 5.49 1.60 0.20 6.89 7.68
Furniture and Fixtures 22.62 1.74 0.20 24.16 8.85 2.23 0.11 10.97 13.19
Electrical Installations 28.50 4.71 0.14 33.07 12.65 2.79 0.08 15.36 17.71
Office Equipments 11.47 0.92 0.63 11.76 7.57 1.46 0.52 8.51 3.25
Wooden Structure 2.17 0.26 0.06 2.37 1.67 0.32 0.06 1.93 0.44
Wind Power Generation Plant 17.32 - - 17.32 5.79 0.50 - 6.29 11.03
975.29 115.60 4.46 1086.43 254.24 66.01 3.17 317.08 769.35
Capital Work-in-Progress 112.23 76.28 43.33 145.18 - - - - 145.18

112.23 76.28 43.33 145.18 - - - - 145.18
For capital commitments, refer note no. 30.
The company has taken loans from banks which carry charge over certain assets (Refer note no. 17 & note no. 38).
Capital work-in-progress includes plant & machinery and factory building under construction alongwith expenditure during construction period.
There are no changes due to revaluation and acquisition through business combination.
Title deeds of immovable properties are held in the name of the company.
For ageing of capital work-in-progress, refer note no.49(a).
85
Note No. 1: Property, Plant and Equipment & Capital Work-in-Progress (Contd.) (C in Crore)
Net Carrying
Amount
Particulars
Property, Plant and Equipment (PPE)
Freehold Land 162.82 0.48 - 163.30 - - - - 163.30
ANNUAL REPORT 2021-22

Buildings 305.53 - - 305.53 33.46 11.10 - 44.56 260.97
Leasehold Improvements 16.45 0.63 0.73 16.35 7.05 2.11 0.31 8.85 7.50
Plant and Equipments 281.01 9.69 0.59 290.11 68.65 21.07 0.29 89.43 200.68
Moulds 73.00 16.15 0.05 89.10 43.88 15.21 0.05 59.04 30.06
Computers 14.60 1.06 0.29 15.37 8.03 2.57 0.26 10.34 5.03
Vehicles 14.07 3.26 3.88 13.45 6.44 1.80 2.75 5.49 7.96
Furniture and Fixtures 21.01 1.99 0.38 22.62 6.99 2.18 0.32 8.85 13.77
Electrical Installations 27.97 0.54 0.01 28.50 9.99 2.67 0.01 12.65 15.85
Office Equipments 11.08 0.75 0.36 11.47 6.33 1.54 0.30 7.57 3.90
Wooden Structure 2.42 0.13 0.38 2.17 1.57 0.40 0.30 1.67 0.50
Wind Power Generation Plant 17.32 - - 17.32 4.80 0.99 - 5.79 11.53
947.28 34.68 6.67 975.29 197.19 61.64 4.59 254.24 721.05
Capital Work-in-Progress 43.81 71.82 3.40 112.23 - - - - 112.23

43.81 71.82 3.40 112.23 - - - - 112.23
86
Note No. 2: Intangible Assets & Intangible Assets under Development (C in Crore)
Net Carrying
Gross Carrying Amount Accumulated Amortisation
Amount
Particulars
Additions Amortisation
Intangible Assets
Computer Software and Licenses 14.17 0.83 - 15.00 10.15 1.70 - 11.85 3.15
Intellectual Property Rights 62.96 2.97 - 65.93 33.65 6.83 - 40.48 25.45

77.13 3.80 - 80.93 43.80 8.53 - 52.33 28.60
Intangible Assets under Development 5.80 1.06 3.08 3.78 - - - - 3.78

5.80 1.06 3.08 3.78 - - - - 3.78
Intangible assets under development includes cost related to SAP HANA and intellectual property rights under registration.
For ageing of intangible assets under development, refer note no.49(a).
Note No. 2: Intangible Assets & Intangible Assets under Development (contd.) (C in Crore)
Net Carrying
Gross Carrying Amount Accumulated Amortisation
Amount
Particulars
Additions Amortisation
Intangible Assets
Computer Software and Licenses 13.46 0.94 0.23 14.17 8.31 2.05 0.21 10.15 4.02
Intellectual Property Rights 62.75 0.21 - 62.96 26.92 6.73 - 33.65 29.31
76.21 1.15 0.23 77.13 35.23 8.78 0.21 43.80 33.33
Intangible Assets under Development 1.79 4.58 0.57 5.80 - - - - 5.80

1.79 4.58 0.57 5.80 - - - - 5.80
87
Note No. 3: Right-of-Use Asset (C in Crore)
Net Carrying
Amount
Particulars
Leasehold Land * 52.44 - - 52.44 2.69 0.56 - 3.25 49.19
Buildings 189.97 65.10 48.28 206.79 56.04 38.44 27.81 66.67 140.12
ANNUAL REPORT 2021-22

242.41 65.10 48.28 259.23 58.73 39.00 27.81 69.92 189.31
* Title deeds of leasehold land are held in name of the company.
Note No. 3: Right-of-Use Asset (contd.) (C in Crore)

Net Carrying
Amount
Particulars
Leasehold Land 52.44 - - 52.44 2.14 0.55 - 2.69 49.75
Buildings 177.81 50.42 38.26 189.97 38.17 39.05 21.18 56.04 133.93
230.25 50.42 38.26 242.41 40.31 39.60 21.18 58.73 183.68
Note No. 4: Investments (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Investment at Fair Value through Other Comprehensive Income (FVTOCI)
Unquoted
40 (previous year - 40) Equity Shares of face value of H50000/- each Fully Paid up of Bahadurgarh 0.20 0.20
Footwear Development Services Private Limited
Investment at Fair Value through Profit or Loss (FVTPL)
Quoted
25 (previous year- Nil) Perpetual Bonds of face value of H10000000/- each Fully Paid up of 7.55% 24.78 -
State Bank of India Unsecured Non - Convertible Perpetual Subordinated Basel III Compliant Tier
1 Bonds (first Call Option December 14, 2026)
24.98 0.20
Current
Investment at Fair Value through Profit or Loss (FVTPL)
Quoted
1,19,993.66 (previous year 1,33,548.70) Units of Mutual Funds of face value of H1000/- each of SBI 58.15 62.47
Magnum Ultra Short Duration Fund Regular Growth
4,23,61,176.61 (previous year 19,23,93,750.81) Units of Mutual Funds of face value of H10/- each of 52.01 227.92
HDFC Ultra Short Term Fund - Regular Growth
1,69,43,147.97 (previous year 1,41,09,505.49) Units of Mutual Funds of face value of H10/- each of 59.11 47.59
Kotak Savings Fund - Growth (Regular Plan)
169.27 337.98
Aggregate Amount of Unquoted Investments 0.20 0.20
Aggregate Amount of Quoted Investments and Market Value thereof 194.05 337.98
Note No. 5: Loans*

Unsecured, considered good unless otherwise stated (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Loans to Employees 0.08 0.09
0.08 0.09
Current
Loans to Employees 0.43 0.41
0.43 0.41
There are no loans granted to promoters, directors, KMPs and related parties.
*There are no loans which have significant increase in credit risk and no loans are credit impaired.

Note No. 6: Other Financial Assets
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Security Deposits^ 16.39 15.34
Fixed Deposits with Bank 1.12 -
Balances with Banks held as Margin Money* 0.02 1.89
17.53 17.23
Current
Interest accrued on Bank Deposits / Bonds 0.69 0.07
Derivative Instruments measured at Fair Value through Profit or Loss
Foreign Exchange Forward Contracts 0.14 -
0.83 0.07
^ Security deposits are recoverable upon termination of agreement unless otherwise agreed.
* Represents margin money against various bank guarantees, letters of credit and other commitments issued by banks on behalf of the company.
Note No. 7: Other Assets

As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Capital Advances* 7.40 14.50
Prepaid Expenses 2.21 0.59
Balances / Deposits with Statutory or Government Authorities 7.21 7.21
16.82 22.30
Current
Advance for Supply of Goods and rendering of Services* 8.45 8.85
Prepaid Expenses 10.12 9.34
Insurance Claims Receivable 0.15 -
Export Incentives Receivable 1.24 2.31
Duty Credit Scripts 0.55 0.00
Input Tax Balances 53.25 82.58
GST Refundable 6.13 27.06
79.89 130.14
* There are no advances given to promoters, directors, KMPs and related parties.

Note No. 8: Inventories
Valued at lower of cost and net realisable value (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Raw Materials including Packing Material 189.38 115.27

Work-in-Progress 92.17 77.90
Finished Goods 341.75 172.78
Stock-in-Trade* 31.34 42.27
Stores and Spares including Fuel 18.61 13.92
673.25 422.14
Inventories are hypothecated by way of first pari passu charge against working capital facilities (Refer note no. 17).
Reversal of write down amounting to H2.91 crores due to disposal of inventories (previous year Nil).
Write down of inventories to net realisable value related to raw materials, work-in-progress and finished goods amounting to Nil (previous year H4.89 crores).
* In respect of goods acquired for trading.
Note No. 9: Trade Receivables (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Current
Trade Receivables, Secured*
Considered Good 0.75 -
0.75 -
Trade Receivables, Unsecured

Considered Good 250.04 181.46
Credit Impaired 5.01 5.01
255.05 186.47
Allowances for Doubtful Trade Receivables (Refer note no. 26 & 36) 5.01 5.01
250.04 181.46
250.79 181.46
*Against bank guarantees.
There are no trade receivables which have significant increase in credit risk. For ageing of trade receivables refer note no. 35.
There are no debts due by promoters, directors, KMPs and related parties.
Note No. 10: Cash and Cash Equivalents (H in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Balances with Banks on Current Accounts 6.50 5.66

Cash on Hand 0.60 0.68
7.10 6.34
There are no repatriation restrictions with regard to cash and cash equivalents.

Note No.11: Bank Balances other than Cash and Cash Equivalents (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Fixed Deposits with Bank 0.88 -

Earmarked Balances with Banks - Unpaid Dividends (Refer note no. 14) 0.30 0.25
Balances with Banks held as Margin Money* - 1.10
Unspent Corporate Social Responsibility Account^ 4.22 -
5.40 1.35
*Represents margin money against various bank guarantees, letters of credit and other commitments issued by banks on behalf of the company.
Êarmarked for execution of project approved by the Board. (Refer note no. 41).
Note No. 12: Equity Share Capital (C in Crore)

As at As at
Particulars
March 31, 2022 March 31, 2021
Authorised
51,00,00,000 (previous year - 51,00,00,000) Equity Shares of face value of H1/- each (previous 51.00 51.00
year H1/- each)
51.00 51.00
Issued, Subscribed and Fully Paid up

24,89,26,046 (previous year - 24,84,42,101) Equity Shares of face value of H1/- each (previous year 24.89 24.84
H1/- each)
24.89 24.84
Reconciliation of Share Capital (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Balance at beginning of the year

24,84,42,101 (previous year - 24,82,46,436) Equity Shares of face value of H1/- each (previous year 24.84 24.82
H1/- each)
Changes in Share Capital
4,83,945 (previous year 1,95,665) Equity Shares of face value of H1/- each (previous year H1/- 0.05 0.02
each) Issued under Employee Stock Option Plan (Refer note no. 32)
Balance at end of the year
24,89,26,046 (previous year - 24,84,42,101) Equity Shares of face value of H1/- each (previous year
24.89 24.84
H1/- each)
There are no changes in equity share capital due to prior period errors.
Rights, Preferences and Restrictions attached to Equity Shares

The Company has one class of equity shares having a face value of H1/- each (previous year H1/- each). Each shareholder is eligible
for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion
to their shareholding.
Equity Shares reserved for issue under Employee Stock Option Plan
For details of shares reserved under Employee Stock Option Plan refer note no. 32.
The equity shares of the company are listed at BSE Limited and National Stock Exchange of India Limited. The annual listing fee has
been paid for the year.

Details of Shareholders holding more than 5% Shares in the Company

As at March 31, 2022 As at March 31, 2021
Name of Shareholders
No. of Shares % of Total Shares No. of Shares % of Total Shares
Ramesh Kumar Dua 5,78,17,744 23.23% 5,78,17,744 23.27%

Mukand Lal Dua 5,01,41,920 20.14% 5,01,41,920 20.18%
VLS Securities Limited 1,55,94,000 6.26% 1,62,49,000 6.54%
SBI Focused Equity Fund 1,37,55,087 5.53% - -
Details of Promoters Shareholding

Name of Promoters % Change % Change

% of Total % of Total
No. of Shares during the No. of Shares during the
Shares Shares
Year Year
Ramesh Kumar Dua 5,78,17,744 23.23% - 5,78,17,744 23.27% -

Mukand Lal Dua 5,01,41,920 20.14% - 5,01,41,920 20.18% -
Lalita Dua 95,32,362 3.83% - 95,32,362 3.84% -
Usha Dua 94,60,510 3.80% - 94,60,510 3.81% -
Nikhil Dua 93,43,674 3.75% - 93,43,674 3.76% -
Nitin Dua 93,43,674 3.75% - 93,43,674 3.76% -
Gaurav Dua 93,43,674 3.75% - 93,43,674 3.76% -
Ritesh Dua 93,43,674 3.75% - 93,43,674 3.76% -
Rahul Dua 93,43,674 3.75% - 93,43,674 3.76% -
Sakshi Dua 20,20,000 0.81% - 20,20,000 0.81% -
Mukand Lal Dua (HUF) 4,64,000 0.19% - 4,64,000 0.19% -
Ramesh Kumar Dua (HUF) 40,000 0.02% - 40,000 0.02% -
Aggregate number of Equity Shares issued as Bonus during the period of five years immediately preceding the reporting date
Board of Directors at their meeting held on June 28, 2019 allotted 12,40,50,873 fully paid up bonus shares in the ratio of 1:1.(i.e.one bonus share of H1/-
each to every shareholder holding one equity share of H1/- each).
Note No. 13: Other Equity (C in Crore)

As at As at
Particulars
March 31, 2022 March 31, 2021

Securities Premium 216.20 194.45
Share Options Outstanding Account 2.37 7.34
General Reserve 1450.23 1300.23
Retained Earnings 63.40 42.83
Other Comprehensive Income

Remeasurement Gains / (Losses) on Defined Benefit Plan 3.03 2.72
1735.23 1547.57

Movement in Other Equity (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Securities Premium
Opening Balance 194.45 186.53
Transferred from Share Options Outstanding Account on issuance of Equity Shares under 7.86 3.05
Employee Stock Option Plan
Securities Premium received on exercise of Equity Shares under Employee Stock Option Plan 13.89 4.87
Closing Balance 216.20 194.45
Share Options Outstanding Account

Share Based Payments under Employee Stock Option Plan (Refer note no. 23) 2.89 2.11
Transferred to Securities Premium on issuance of Equity Shares under Employee Stock Option (7.86) (3.05)
Plan
Transferred to General Reserve on cancellation of Vested Options under Employee Stock Option - (0.01)
Plan
General Reserve
Transferred from Retained Earnings 150.00 300.00
Transferred from Share Options Outstanding Account on cancellation of Vested Options under - 0.01
Employee Stock Option Plan
Retained Earnings
Profit for the year 232.68 291.56
Transferred to General Reserve (150.00) (300.00)
Final Dividend on Equity Shares for the year ended March 31, 2021 @ H2.50 per equity share (62.11) -
(previous year Nil)
Other Comprehensive Income

Remeasurement Gains / (Losses) on Defined Benefit Plan (Net of Tax) 0.31 1.45
1735.23 1547.57
Nature and Purpose of Reserves

Securities Premium - Securities Premium represents the amount received in excess of par value of equity shares of the company.The
same,inter alia, may be utilised by the company to issue fully paid-up bonus shares to its members and buying back the shares in
accordance with provisions of the Companies Act, 2013.
Share Options Outstanding Account - The Share Options Outstanding Account is used to record the fair value of equity-settled,
share-based payment transactions with employees. The amount recorded in share options outstanding account is transferred to
securities premium upon issuance of equity shares and transferred to general reserve on cancellation of vested options.

General Reserve - General Reserve represents the amount transferred from statement of profit and loss pursuant to statutory
requirements. The same is a free reserve and available for distribution.
Retained Earnings - Retained Earnings represents the undistributed profits of the company accumulated as on balance sheet date.
Remeasurement Gains / (Losses) on Defined Benefit Plan in Other Comprehensive Income - Remeasurement comprises of the
actuarial gains and losses on the defined benefit obligation, the difference between the actual total return on assets and the interest
income on plan assets calculated based on the discount rate used to determine the defined benefit obligation, as well as any changes
in the effect of the asset ceiling excluding the amount included in net interest. These are subsequently not to be reclassified to profit
or loss.
Note No. 14: Other Financial Liabilities (C in Crore)

As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Retention Money 0.15 0.17
0.15 0.17
Current
Retention Money 2.39 1.92
Interest accrued on Borrowings from Banks 0.00 -
Security Deposit
Customers* (Refer note no. 24) 28.09 26.20
Others** 0.48 0.58
Unpaid Dividends^ (Refer note no. 11) 0.30 0.25
Employee Benefits Payable 34.52 37.94
Director's Commission Payable (Refer note no. 39) 24.47 36.89
Payable for Capital Goods 4.51 1.35
Derivative Instruments measured at Fair Value through Profit or Loss
Foreign Exchange Forward Contracts - 0.49
94.76 105.62
*Deposit from customers are interest bearing and repayable on termination of agreement.
**Amount received from vendors as non interest bearing security towards performance of contract terms.
Ûnpaid dividends shall be transferred to Investor Education and Protection Fund as and when due.
Note No. 15: Provisions (C in Crore)

As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Provision for Employee Benefits
Compensated Absences 12.04 10.67
Others
Corporate Social Responsibility (Refer note no. 26 & 41) 6.63 5.43
18.67 16.10
Current
Provision for Employee Benefits
Compensated Absences 4.74 3.73
Gratuity [Refer note no. 31(b)] 2.54 2.43
Others
Corporate Social Responsibility (Refer note no. 26 & 41) 4.03 -
Rebates and Discounts Payable 17.85 21.02
29.16 27.18

Movement in Provision for Compensated Absences (C in Crore)

Particulars
March 31, 2022 March 31, 2021

Created during the year 3.76 1.16
Utilised during the year 1.38 1.29
Movement in Provision for Corporate Social Responsibility (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Opening Balance 5.43 -

Utilised during the year 1.21 -
Movement in Provision for Rebates and Discounts (C in Crore)

Particulars
March 31, 2022 March 31, 2021

Utilised during the year 20.29 45.25
Note No. 16: Deferred Tax Liabilities (Net) (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Deferred Tax Liabilities (Net) 19.85 22.80

19.85 22.80
Movement in Deferred Tax Assets / (Liabilities) (C in Crore)
Recognised
As at Recognised in in Other As at
Particulars
April 1, 2021 Profit and Loss Comprehensive March 31, 2022
Income
Deferred Tax Assets / (Liabilities) arising on

account of
Investments (0.82) 1.43 - 0.61
Expenses Allowable on Payment Basis 15.97 1.07 (0.11) 16.93
Lease Liabilities 36.28 2.49 - 38.77
Allowances for Doubtful Trade Receivables 3.22 (0.49) - 2.73
& Write down / Reversal of Write down of
Inventories
Derivative Instruments 0.12 (0.16) - (0.04)
Accumulated Depreciation and Amortisation (77.57) (1.28) - (78.85)
(22.80) 3.06 (0.11) (19.85)

Movement in Deferred Tax Assets / (Liabilities) (contd.) (C in Crore)
Recognised
As at Recognised in in Other As at
Particulars
April 1, 2020 Profit and Loss Comprehensive March 31, 2021
Income
Deferred Tax Assets / (Liabilities) arising on

account of
Investments - (0.82) - (0.82)
Expenses Allowable on Payment Basis 16.22 0.23 (0.48) 15.97
Lease Liabilities 37.09 (0.81) - 36.28
Allowances for Doubtful Trade Receivables & 1.96 1.26 - 3.22
Write down of Inventories
Derivative Instruments (0.46) 0.58 - 0.12
Accumulated Depreciation and Amortisation (79.56) 1.99 - (77.57)
(24.75) 2.43 (0.48) (22.80)
Note No. 17: Borrowings (C in Crore)

As at As at
Particulars Maturity Date Interest Rate
March 31, 2022 March 31, 2021
Current
Secured Working Capital facilities from Banks
Loans Repayable on Demand On Demand 4.30% - 9.90% 20.00 -
20.00 -
Secured by way of first pari passu charge on entire current assets and personal guarantee of Managing Director and Whole Time Director. Charge on
movable fixed assets including plant & machinery has been removed during the year (Refer note no. 8, 24 & 38).
The borrowings have been used towards the specific purpose for which they were taken.
Note No. 18: Other Current Liabilities (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Advance from Customers* 4.53 3.16

Statutory Dues
Entry Tax (Refer note no. 30) 46.80 46.80
Others^ 8.95 7.85
60.28 57.81
*It is expected that the entire transaction price allocated to the outstanding contracts at end of the year will be recognised as revenue during next year.
Revenue recognised during the year includes the entire transaction price allocated to outstanding contracts at beginning of the year.
Încludes statutory dues on account of TDS, PF, ESI and GST etc.
Note No. 19: Current Tax Liabilities (Net) (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Income Tax (Net of Advance Tax and Tax Deducted at Source) 3.78 5.61
Interest on Income Tax 0.04 1.14
3.82 6.75

Note No. 20: Revenue from Operations (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Revenue from Contracts with Customers
Manufactured and Traded
Footwear (Refer note no. 45 & 47) 2621.57 2333.90
Wind Power 3.61 3.62
Others * 10.95 8.06
2636.13 2345.58
Other Operating Revenue
Scrap Sale 14.14 9.99
Export Incentives 2.58 2.92
Other Operating Income ^ 0.42 0.66
17.14 13.57
2653.27 2359.15
* Includes accessories, raw material etc.
^ Includes franchisee fees etc.
Note No. 21: Other Income (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Interest Income on
Financial Assets measured at Amortised Cost 0.69 0.74
Financial Assets measured at FVTPL 0.52 -
Other Non Operating Income
Net Gain on Current Investments measured at FVTPL 7.98 7.41
Net Gain on Foreign Currency Transactions and Translations 3.58 2.40
Net Gain on Fair Valuation of Derivative Instruments measured at FVTPL 0.63 -
Gain on Lease Modification, Termination and Concession (Refer note no. 46) 8.47 11.82
Miscellaneous Income 1.85 0.40
23.72 22.77
Note No. 22: Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Inventories at the end of year
465.26 292.95
Inventories at the beginning of year
292.95 337.10
Net (Increase) / Decrease
Finished Goods (168.97) 40.80
Work-in-Progress (14.27) (16.85)
(172.31) 44.15
*In respect of goods acquired for trading.

Note No. 23: Employee Benefits Expense (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Salaries, Wages and Other Benefits 287.21 264.75

Contribution to Provident and Other Funds [Refer note no. 31(a)] 22.47 18.57
Gratuity Expenses [Refer note no. 31(b)] 7.12 5.95
Share Based Payments (Refer note no. 13) 2.89 2.11
Staff Welfare Expenses 15.00 10.01
334.69 301.39
Note No. 24: Finance Costs (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Interest on
Borrowings (Refer note no. 17) 0.11 0.77
Security Deposits (Refer note no. 14) 1.96 1.34
Income Tax 0.04 1.14
Others 0.16 0.30
Other Borrowing Costs

Processing Fees 0.06 0.20
15.33 17.08
Note No. 25: Depreciation and Amortisation Expense (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Depreciation on Property, Plant and Equipment (Refer note no. 1) 66.01 61.64
Amortisation of Intangible Assets (Refer note no. 2) 8.53 8.78
Depreciation on Right-of-Use Asset (Refer note no. 3) 39.00 39.60
113.54 110.02
Note No. 26: Other Expenses (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Advertisement and Sales Promotion 98.31 69.57

Freight and Forwarding 113.20 102.62
Power and Fuel 87.07 73.47
Consumption of Stores 7.65 6.61
Processing Charges 241.90 183.23
Handling Charges 22.20 19.15
Repair and Maintenance
Plant and Equipment 21.00 14.29
Computer Equipment & Software 11.12 9.18
Others 7.88 6.88

Note No. 26: Other Expenses (Contd.) (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Insurance 6.41 5.27
Rates and Taxes 1.07 0.80
Printing and Stationery 2.07 1.72
Travelling and Conveyance 14.47 11.13
Communication Expenses 3.17 2.41
Legal and Professional (Refer note no. 42) 15.28 19.80
Security Expenses 12.10 11.14
Allowances for Doubtful Trade Receivables (Refer note no. 9 & 36) 0.04 0.19
Bad debts Written off 0.04 0.06
Net Loss on Disposal / Write off of PPE and Intangible Assets 0.60 0.68
Net Loss on Fair Valuation of Derivative Instruments measured at FVTPL - 2.31
Corporate Social Responsibility (Refer note no. 15 & 41) 6.44 5.43
Festival Expenses 2.01 2.84
Bank Charges 1.87 1.61
Miscellaneous 10.23 8.60
686.13 558.99
Note No. 27: Tax Expense (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Current Tax 80.84 102.03

Deferred Tax (3.06) (2.43)
77.92 99.60
Reconciliation of Tax Expense and the Accounting Profit (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Tax @ 25.168% (previous year @ 25.168%) 78.17 98.45
Items giving rise to difference in tax

Deduction on Account of appointment of new employees (1.82) (2.28)
Differences on account of PPE, Right-of-Use Asset and Intangible Assets 10.35 11.87
Others (8.92) (8.44)
Tax Expense 77.92 99.60

Note No. 28: Company Information • Expected to be realised or intended to be sold or
Relaxo Footwears Limited (‘the Company’) is a Public Limited consumed in normal operating cycle
Company incorporated in India with its registered office at • Held primarily for the purpose of trading
Aggarwal City Square, Plot No.10, Manglam Place, District Centre, • Expected to be realised within twelve months after the
Sector 3, Rohini, Delhi-110085. Its shares are listed at BSE Limited reporting period, or
and National Stock Exchange of India Ltd. For details regarding
• Cash or cash equivalent unless restricted from being
Company’s principal shareholders refer note no. 12. The Company
exchanged or used to settle a liability for at least twelve
is a market leader in the Footwear Industry. The Company
months after the reporting period. All other assets are
has ‘state of the art’ manufacturing facilities at Bahadurgarh
classified as non-current.
(Haryana), Bhiwadi (Rajasthan) and Haridwar (Uttarakhand).
Liabilities
The financial statements for the year ended March 31, 2022 are
authorised for issue by the Board of Directors at their meeting A liability is classified as current when it satisfies any of the
held on May 11, 2022. following criteria
• Expected to be settled in normal operating cycle
Note No. 29: Significant Accounting Policies
• Held primarily for the purpose of trading
a. Statement of Compliance
• Due to be settled within twelve months after the
The financial statements of the Company have been prepared reporting period, or
in accordance with Indian Accounting Standards (Ind AS)
• There is no unconditional right to defer the settlement of
notified under section 133 of the Companies Act, 2013 (“the
the liability for at least twelve months after the reporting
Act”) read with Companies (Indian Accounting Standards)
period. The Company classifies all other liabilities as non-
Rules, 2015 and subsequent amendments thereto along with
current.
other provisions of the Act and relevant guidelines issued by
the Securities and Exchange Board of India (SEBI). Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
b. Basis of Preparation of Financial Statements
The financial statements have been prepared on going Accounting policies have been consistently applied except
concern basis and on accrual method of accounting. Historical where a newly issued accounting standard is initially adopted
cost is used in preparation of financial statements except or a revision to an existing accounting standard requires a
following assets and liabilities which have been measured at change in the accounting policy hitherto in use.
fair value.
Figures have been rounded off to the nearest crore of rupees
• Certain financial assets and liabilities, including derivative
upto two decimal places, unless otherwise stated. The figure
financial instruments and Investments
0.00 wherever stated represents amount less than H50,000.
• Defined benefit plan
• Employee share based payment c. Significant Accounting Judgements, Estimates and
Assumptions
Classification of Current or Non-Current Assets and Liabilities The preparation of financial statements in conformity
All the assets and liabilities have been classified as current or with Ind AS requires the Company’s management to make
non-current as per the Company’s normal operating cycle and judgements, estimates and assumptions about the carrying
other criteria set out in the Schedule III to the Companies Act, amounts of assets and liabilities recognised in the financial
2013 and Ind AS 1 “Presentation of financial statements”. statements that are not readily apparent from other sources.
The judgements, estimates and associated assumptions are
The operating cycle is the time between the acquisition of based on historical experience and other factors including
assets for processing and their realisation in cash and cash estimation of effects of uncertain future events that are
equivalents. The Company has identified twelve months as considered to be relevant, however actual results may differ
its operating cycle. from these estimates.
Assets The following are the critical judgements, estimations &
An asset is classified as current when it satisfies any of the assumptions that have been made by the management in
following criteria the process of applying the Company’s accounting policies.

Significant Accounting Policies
• Management uses judgement in deciding whether the possible outflow of resources, if any, in respect of
individual item or group of items are material in the contingencies / claims / litigations against the Company
financial statements. Materiality is judged by reference as it is not possible to predict the outcome of pending
to the size and nature of the item. The deciding factor matters with accuracy.
is whether omission, misstatement or obscuring the • The Company evaluates if an arrangement qualifies to be
information could individually or collectively influence a lease as per the requirements of Ind AS 116 “Leases”.
the economic decision that users make on the basis of Identification of a lease requires significant judgment in
the financial statements. assessing the lease term (including anticipated renewals)
• Tax expense is calculated using applicable tax rate and and the applicable discount rate.
laws that have been enacted or substantially enacted. In • The contracts with customers include transfer of
arriving at taxable profit and all tax bases of assets and promised goods to the customers. Judgement is required
liabilities, the Company determines the taxability based to determine the transaction price for the contract.
on tax enactments, relevant judicial pronouncements and The transaction price could be either a fixed amount
tax expert opinions and makes appropriate provisions of customer consideration or variable consideration
which includes an estimation of the likely outcome of with elements such as rebates and discounts etc. The
any open tax assessments / litigations. Any difference estimated amount of variable consideration is adjusted
is recognised on closure of assessment or in the period in in the transaction price only to the extent that it is
which they are agreed. highly probable that a significant reversal in the amount
• Defined benefit obligations are measured at fair value of cumulative revenue recognised will not occur and is
for financial reporting purposes. Fair value determined reassessed at the end of each reporting period.
by actuary is based on actuarial assumptions.
Management judgement is required to determine such d. Property, Plant and Equipment (PPE)
actuarial assumptions. Such assumptions are reviewed Property, Plant and Equipment are stated at cost, net of
annually using the best information available with the accumulated depreciation and impairment loss, if any.
management. Freehold land is disclosed at cost less impairment, if any.
• When the fair value of financial assets and financial The cost comprises its purchase price, other non- refundable
liabilities recorded in these financial statements cannot taxes, duties and any directly attributable costs of bringing
be measured based on quoted price in active markets, the asset to its working condition for its intended use.
their fair value is measured using valuation techniques.
Subsequent expenditure is recognised as an increase in the
The inputs to these valuation techniques are taken from
carrying amount of the asset when it is probable that future
observable markets where possible, but where this is not
economic benefits deriving from the cost incurred will flow
feasible, a degree of judgement is required in establishing
to the Company and the cost of the item can be measured
fair values. Judgements include consideration of inputs
reliably.
such as liquidity risk, credit risk and volatility etc.
• The Company makes allowances for doubtful trade The Company identifies and determines cost of each
receivables (Expected Credit Loss Allowance) based on component of the asset separately, if the component has a
a provision matrix which takes into account historical cost which is significant to the total cost of the asset and
credit loss experience and adjusted for current estimates. has useful life that is materially different from that of the
• The determination of depreciation and amortisation remaining asset.
charge depends on the useful lives for which judgements The present value of the expected cost for decommissioning
and estimations are required. The residual values, of an asset, if any, after its use is included in the cost of the
useful lives, and method of depreciation/amortisation respective asset if the recognition criteria for a provision are
of property, plant and equipment and intangible assets met.
are reviewed at each financial year end and adjusted
prospectively, if appropriate. The cost of self-constructed assets includes the cost of
• Inventories are stated at the lower of cost and net materials, direct labour, borrowing costs and any other costs
realisable value. In estimating the net realisable value of directly attributable to bringing the assets to the location and
inventories the Company makes an estimate of future condition necessary for it to be capable of operating in the
selling prices and costs necessary to make the sale. manner intended by management. Advances given towards
acquisition / construction of property, plant and equipment
• Management judgement is required for estimating

outstanding at each reporting date are disclosed as capital Lease Liabilities
advances under other non-current assets. Other indirect Lease liabilities are measured at the present value of the
expenses incurred related to project, net of income earned contractual payments due to the lessor over the lease term,
during the project development stage prior to its intended with the discount rate determined by reference to the rate
use, are considered as pre-operative expense and disclosed inherent in the lease unless this is not readily determinable,
under capital work-in-progress. in which case the Company’s incremental borrowing rate on
commencement of the lease is used.
An item of property, plant and equipment and any significant
part initially recognised, is derecognised upon disposal or Payment of Principal lease liabilities have been classified
when no future economic benefits are expected from its within financing activities.
use. Any gain or loss arising on derecognition of the asset
(difference between the net disposal proceeds and the Right-of-use Assets
carrying amount of the asset) is included in the statement of Right-of-use assets are initially measured at the amount of
profit and loss when the asset is derecognised. the lease liability, reduced for any lease incentives received,
and increased for
e. Intangible Assets
• Lease payments made at or before commencement of
Intangible assets are carried at cost less accumulated
the lease
amortisation and impairment loss, if any. The cost comprises
its purchase price, other non- refundable taxes, duties and • Initial direct costs incurred and
any directly attributable costs of bringing the asset to its • The amount of any provision recognised where the
working condition for its intended use. Company is contractually required to dismantle, remove
or restore the leased asset.
Intangible assets under development are shown separately
at cost incurred in bringing the asset to its present condition. Subsequently, the right-of-use asset is measured at cost less
any accumulated depreciation and accumulated impairment
Subsequent expenditure is recognised as an increase in the losses, if any.
carrying amount of the asset when it is probable that future
economic benefits deriving from the cost incurred will flow Right-of-use assets are depreciated on a straight-line basis
to the Company and the cost of the item can be measured over the remaining term of the lease or over the remaining
reliably. economic life of the asset if, rarely, this is judged to be shorter
than the lease term.
Revenue expenditure pertaining to research is charged to the
statement of profit and loss. Development costs of products Right-of-use asset is tested for impairment whenever
are also charged to the statement of profit and loss unless there is any indication that their carrying amount may not
a product’s commercial feasibility has been established, in be recoverable. Impairment loss, if any, is recognised in the
which case such expenditure is capitalised. statement of profit and loss.
Intangible asset initially recognised, is derecognised upon Modifications to a lease agreement beyond the original
disposal or when no future economic benefits are expected terms and conditions are generally accounted for as a re-
from its use. Any gain or loss arising on derecognition of the measurement of the lease liability with a corresponding
asset (difference between the net disposal proceeds and the adjustment to the Right-of-use Assets. Any gain or loss on
carrying amount of the asset) is included in the statement of modification is recognised in the Statement of Profit and
profit and loss when the asset is derecognised. Loss.
f. Leases g. Inventories
The Company as a lessee Raw Materials including packing material, stores and spares
The Company assesses whether the contract is or contains a are valued at lower of cost and net realisable value. The cost
lease, if the contract involves: of purchase consists of the purchase price including non-
refundable taxes, duties, freight inward and other costs
(a) The use of an identified asset,
incurred in bringing the inventories to their present location
(b) The right to obtain substantially all the economic benefits and condition. Trade discounts, rebates and other similar
from use of the identified asset, and items are deducted in determining the costs of purchase.
(c) The right to direct the use of the identified asset.

Materials and other items held for use in the production of Financial Assets
inventories are not written down below cost if the finished Initial Recognition and Measurement
products in which they will be incorporated are expected
All financial assets are recognised initially at fair value plus,
to be sold at or above cost. Cost is determined on moving
in the case of financial assets not recorded at fair value
weighted average basis.
through profit or loss, transaction costs that are attributable
Work- in- Progress and finished goods are valued at lower of to the acquisition of the financial assets. These include trade
cost and net realisable value. Cost includes direct materials receivables, cash & cash equivalents, bank balances other
and labour costs and a proportion of manufacturing than cash & cash equivalents and other financial assets.
overheads based on normal operating capacity.
Classification and Subsequent Measurement
Stock-in-Trade is valued at moving weighted average basis Financial assets are subsequently measured at amortised
and comprises all costs of purchase, non-refundable taxes, cost or fair value through other comprehensive income or
duties and all other costs incurred in bringing the inventories fair value through profit or loss depending on its business
to their present location and condition. model for managing those financial assets and the asset
contractual cash flow characteristics.
Net realisable value is the estimated selling price in the
ordinary course of business, less estimated costs of Financial Assets at Amortised Cost
completion and estimated costs necessary to make the sale. A financial asset is subsequently measured at amortised cost
if it is held within a business model whose objective is to hold
h. Impairment of Non-Financial Assets
the asset in order to collect contractual cash flows and the
The carrying amount of assets are reviewed at each reporting contractual terms of the financial asset give rise on specified
date if there is any indication of impairment based on internal dates to cash flows that are solely payments of principal and
and external factors. interest on the principal amount outstanding.
An impairment loss is recognised wherever the carrying Financial Assets at Fair Value through Other Comprehensive
amount of an asset exceeds its recoverable amount. An Income (FVTOCI)
asset’s recoverable amount is the higher of fair value less
A financial asset is subsequently measured at fair value
costs of disposal and value in use. In assessing value in use,
through other comprehensive income if it is held within
the estimated future cash flows are discounted to their
a business model whose objective is achieved by both
present value using a pre-tax discount rate that reflects
collecting contractual cash flows and selling financial assets
current market assessments of the time value of money
and the contractual terms of the financial asset give rise on
and the risks specific to the asset. In determining fair value
specified dates to cash flows that are solely payments of
less cost of disposal, recent market transactions are taken
principal and interest on the principal amount outstanding.
into account. If no such transaction can be identified, an
The company has made an irrevocable election to present
appropriate valuation model is used.
subsequent changes in the fair value of equity investment
A previously recognised impairment loss is further provided not held for trading in other comprehensive income.
or reversed depending on changes in circumstances.
Financial Assets at Fair Value through Profit or Loss (FVTPL)
Where an impairment loss subsequently reverses, the A financial asset which is not classified in any of the above
carrying amount of the asset is increased to the revised categories is subsequently measured at fair value through
estimate of its recoverable amount, but so that the increased profit or loss. Dividend and interest income on financial assets
carrying amount does not exceed the carrying amount that at fair value through profit or loss is recognised as dividend and
would have been determined had no impairment loss been interest income respectively and included in ‘other income’.
recognised for the asset in prior periods. A reversal of an
impairment loss is recognised as income immediately. Derecognition
The Company derecognises a financial asset only when the
i. Financial Instruments contractual rights to the cash flows from the asset expires or
Financial assets and financial liabilities are recognised when it transfers the financial asset and substantially all the risks
a Company becomes a party to the contractual provisions of and rewards of ownership of the asset to another entity and
the instruments. does not retain control of the asset.

Impairment of Financial Assets to set off the amounts and it intends either to settle them
Financial assets, other than those at fair value through profit on a net basis or to realise the asset and settle the liability
or loss, are assessed for indicators of impairment at the end simultaneously.
of each reporting period. The Company recognises a loss
Effective Interest Method (EIR)
allowance for expected credit losses on financial assets. In
case of trade receivables, the Company follows the simplified Financial assets and liabilities are subsequently measured
approach permitted by Ind AS 109 “Financial Instruments” at amortised cost using the effective interest rate method.
for recognition of impairment loss allowance. The application Amortised cost is calculated by taking into account any
of simplified approach does not require the Company to track discount or premium on acquisition and fees or costs that are
changes in credit risk. The Company calculates the expected an integral part of the EIR.
credit losses on trade receivables using a provision matrix on
Derivative Financial Instruments
the basis of its historical credit loss experience.
The Company enters into contracts that are effective as
Financial Liabilities hedges from an economic perspective, but they do not
Initial Recognition and Measurement qualify for hedge accounting. The Company uses derivative
financial instruments, such as forward contracts, currency
Financial liabilities include borrowings, lease liability and
and interest rate swaps to hedge its foreign currency and
trade payables etc.
interest rate risks. Such derivative financial instruments
All financial liabilities are recognised initially at fair value and are initially recognised at fair value on the date on which a
in the case of borrowings and trade payables, net of directly derivative contract is entered into and are subsequently
attributable transaction costs. remeasured at fair value.
Classification and Subsequent Measurement Derivatives are carried as financial assets when the fair value
is positive and as financial liabilities when the fair value is
The financial liabilities are classified as either ‘financial
negative.
liabilities at fair value through profit or loss’ or ‘financial
liabilities at amortised cost’. Any gains or losses arising from changes in the fair value of
derivatives are taken to statement of profit and loss.
Financial liabilities at Fair Value through Profit or Loss
Financial liabilities are classified at fair value through profit Financial Liabilities and Equity Instruments
or loss when the financial liability is held for trading or are Classification as Debt or Equity
designated upon initial recognition as fair value through
Debt and equity instruments issued by the Company
profit or loss. It includes derivative financial instruments
are classified as either financial liabilities or as equity
entered into by the Company that are not designated as
in accordance with the substance of the contractual
hedging instruments in hedge relationships. All changes in
arrangements and the definition of a financial liabilities and
the fair value of such liability are recognised in the statement
an equity instrument.
of profit and loss.
Equity Instruments
Financial liabilities at Amortised Cost
An Equity instrument is any contract that evidences a
Other financial liabilities (including borrowings and trade
residual interest in the assets of an entity after deducting all
payables etc.) are subsequently measured at amortised cost
of its liabilities. Equity instruments issued by Company are
using effective interest method.
recognised at the proceeds received. Transaction costs related
Derecognition to issue of equity instruments is reduced from equity. Dividend
paid on equity instruments is directly reduced from equity.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expired. Any gain or j. Foreign Currency Transactions and Translations
loss arising on derecognition is included in the statement of
Items included in the financial statements are measured
profit and loss when the liability is derecognised.
using the currency of the primary economic environment
Offsetting in which the Company operates (‘the functional currency’).
The Company’s financial statements are presented in
Financial assets and financial liabilities are offset and the
Indian rupee (H) which is also the Company’s functional and
net amount presented in the balance sheet when, and only
presentation currency.
when, the Company currently has a legally enforceable right

Foreign currency transactions are recorded on initial Deferred tax is recognised on temporary differences
recognition in the functional currency, using the exchange between the carrying amount of assets and liabilities in the
rate between the functional & foreign currency prevailing at balance sheet and the corresponding tax bases used in the
the date of transaction. computation of taxable profit and are accounted for using
the balance sheet approach.
Monetary current assets and liabilities at the reporting date
are translated at the rate prevailing on reporting date. The Deferred tax liabilities are recognised for all taxable
difference thereon and also the exchange difference on temporary differences and deferred tax assets are recognised
settlement of foreign currency transactions during the year is for all deductible temporary differences, carry forward
recognised as income or expense in statement of profit and tax losses and allowances to the extent it is probable that
loss. future taxable profits will be available against which those
deductible temporary differences, carry forward tax losses
Non-monetary items are carried at historical cost and and allowances can be utilised.
reported using the exchange rate at the date of transaction.
Deferred tax asset and liabilities are measured at the tax
k. Cash and Cash Equivalents rates that are expected to apply in the year when the asset
Cash and cash equivalents in the balance sheet comprise is realised or liability is settled, based on tax rates and tax
cash at banks and on hand and short-term deposits with an laws that have been enacted or substantially enacted at the
original maturity of three months or less, which are subject reporting date.
to insignificant risk of change in value.
The carrying amount of deferred tax asset is reviewed at each
l. Government grants reporting date and reduced to the extent that it is no longer
Grants and subsidies from the government are recognised probable that sufficient taxable profits will be available
when there is reasonable assurance that the grant / subsidy against which the temporary differences can be utilised.
will be received and all attaching conditions will be complied
Tax credit is recognised in respect of Minimum Alternate Tax
with.
(MAT) paid in terms of section 115 JAA of the Income Tax Act,
Where the government grant / subsidy relates to revenue, 1961 based on convincing evidence that the Company will
it is recognised as income on a systematic basis in the pay normal income tax within statutory time frame and the
statement of profit and loss over the periods necessary to same is reviewed at each reporting date.
match them with the related costs, which they are intended
Deferred tax assets and liabilities are offset when there is
to compensate. Government grant and subsidy receivable
legally enforceable right to offset current tax assets and
against an expense are deducted from such expense.
liabilities and when the deferred tax balances relate to the
Where the grant / subsidy relates to an asset, government same taxation authority. Current tax assets and tax liabilities
grant and subsidy receivable against an asset are deducted are offset where the entity has a legally enforceable right to
from the carrying value of such asset. offset and intends either to settle on net basis, or to realise
the asset and settle the liability simultaneously.
m. Income Taxes
n. Provisions, Contingent Liabilities and Contingent Assets
Income tax expense represents the sum of current and
deferred tax (including MAT). Tax expense is recognised in Provisions are recognised when there is a present obligation
the statement of profit and loss except to the extent that (legal or constructive) as a result of past event and it is
it relates to items recognised directly in equity or other probable that an outflow of resources embodying economic
comprehensive income, in such case the tax expense is benefits will be required to settle the obligation and there
also recognised directly in equity or in other comprehensive is a reliable estimate of the amount of the obligation.
income. Any subsequent change in income tax on items The expense relating to any provision is presented in the
initially recognised in equity or other comprehensive income statement of profit and loss, net of any reimbursement.
is also recognised in equity or other comprehensive income,
If the effect of the time value of money is material, provisions
such change could be for change in tax rate.
are discounted using a current pre-tax rate that reflects,
Current tax provision is measured on the basis of taxable where appropriate, the risks specific to the liability. Where
income computed in accordance with the provisions of the discounting is used, the increase in the provision due to the
Income Tax Act, 1961. passage of time is recognised as part of finance costs.

Provisions are measured at the best estimate of the The other operating revenue of the company includes revenue
expenditure required to settle the present obligation at from scrap sales, export incentives, franchisee fees etc.
the reporting date. These estimates are reviewed at each
reporting date and adjusted to reflect the current best q. Other Income
estimates. Dividend income is recognised when the right to receive the
payment is established. Interest is recognised using the
Contingent liabilities are disclosed when there is a possible effective interest rate (EIR) method. Difference between
obligation arising from past events, the existence of which the sale price and carrying value of investment is recognised
will be confirmed only by the occurrence or non-occurrence in statement of profit and loss as profit or loss on sale /
of one or more uncertain future events not wholly within the redemption.
control of the Company or a present obligation that arises
from the past events where it is either not probable that an r. Employee Benefits
outflow of resources will be required to settle or a reliable All employee benefits like salaries, wages etc. payable wholly
estimate of the amount cannot be made. within twelve months of rendering the service are classified
as short-term employee benefits. A liability is recognised for
A contingent asset is disclosed, where an inflow of economic
the amount expected to be paid when there is a present legal
benefits is probable. Contingent assets are not recognised in
or constructive obligation to pay this amount as a result of
financial statements since this may result in the recognition
past service provided by the employee and the obligation can
of income that will never be realised. However, when the
be estimated reliably.
realisation of income is virtually certain, then the related
asset is not a contingent asset and is recognised. Contribution towards provident fund and employee state
insurance is made to the regulatory authorities, where the
o. Revenue from Contracts with Customers
Company has no further obligations. Such benefits are
The Company derives revenues primarily from the following classified as defined contribution plans as the Company
major sources. does not carry any further obligations, apart from the
• Sale of footwear and related products contributions made on a monthly basis. Such contributions
• Sale of generated wind power are charged to the statement of profit and loss for the period
of service rendered by the employees.
The Company recognises revenue from sale of footwear and
related products at a point in time when control of the goods The Company has a defined benefit gratuity plan and pays
is transferred to the customer. annual contribution to Life Insurance Corporation of India
(LIC) through a Trust, namely Relaxo Footwears Limited
The transaction price is the amount of consideration Employees Group Gratuity Scheme. Company’s liability is
which the Company expects to be entitled in exchange for determined using the projected unit credit method at the
transferring promised goods to a customer. end of each year.
The consideration promised in a contract with a customer Remeasurement comprises of the actuarial gains and losses
may include fixed consideration, variable consideration (if on the defined benefit obligation, the difference between
reversal is less likely in future), or both. the actual total return on assets and the interest income
on plan assets calculated based on the discount rate used
The Company recognises revenue from sale of generated to determine the defined benefit obligation, as well as any
wind power at a point in time on the basis of net power changes in the effect of the asset ceiling excluding the
delivered as per power purchase agreement signed with the amount included in net interest are recognised in the period
Discom(s). in which they occur, directly in other comprehensive income.
Revenue is disclosed net of goods and services tax (GST), Compensated absences which are expected to be availed or
rebates, discounts, returns and claims as applicable. encashed within twelve months from the end of the year
p. Other Operating Revenue are treated as short term employee benefits. The obligation
towards the same is measured at the expected cost of
Other operating revenue include revenue arising from a
accumulating leaves as the additional amount expected to
Company’s operating activities, i.e., either its principal or
be paid as a result of the unused entitlement as at the year
ancillary revenue-generating activities, but which is not
end.
revenue arising from sale of products or rendering of services.

Compensated absences which are expected to be availed lives of the assets, which have been determined as per
or encashed beyond twelve months from the end of the Schedule II of Companies Act, 2013.
year are treated as other long term employee benefits.
The Company’s liability is actuarially determined (using the Intellectual Property Rights are amortised over their useful
projected unit credit method) at the end of each year. life. Computer software and licenses are amortised over the
period of five years on straight line basis.
Actuarial gains/losses on compensated absences are
immediately taken to the statement of profit and loss. The residual values, useful lives and methods of depreciation
of property, plant and equipment is reviewed at each financial
s. Employee Share Based Payment year end and adjusted prospectively, if appropriate.
Employees of the Company receive part remuneration in
Lease hold improvements are depreciated on straight line
the form of share-based payments in consideration of the
basis over shorter of the asset’s useful life and their initial
services rendered. The Company recognises compensation
agreement period.
expense relating to share based payments in accordance
with Ind AS 102 “Share based Payment”. Stock options v. Earnings Per Share
granted by the Company to its employees are accounted as
Basic earnings per share is computed by dividing the profit
equity settled options. Accordingly, the estimated fair value
after tax for the year by the weighted average number of
of options granted that is determined on the date of grant,
equity shares outstanding during the year. The weighted
is charged to statement of profit and loss on a proportionate
average number of equity shares outstanding during the
basis over the vesting period of options which is the requisite
year is adjusted for events i.e. bonus issue, share splits and
service period, with a corresponding increase in equity.
further issue of share capital.
t. Borrowing Costs
Diluted earnings per share is computed by dividing the profit
Borrowing cost includes interest and ancillary costs incurred after tax for the year attributable to equity shareholders by
in connection with the arrangement of borrowings and the weighted-average number of equity shares outstanding
charged to statement of profit and loss on the basis of during the year and adjusted for the effects of all dilutive
effective interest rate (EIR). potential equity shares.
Borrowing cost includes exchange differences arising from w. Dividend Payments

foreign currency borrowings to the extent they are regarded
Final dividend is recognised, when it is approved by the
as an adjustment to the interest cost.
shareholders and the distribution is no longer at the discretion
Borrowing cost that are attributable to the acquisition or of the Company. However, Interim dividends are recorded as a
construction of a qualifying asset are capitalised as part of liability on the date of declaration by the Company’s Board of
the cost of such asset till such time the asset is ready for its Directors.
intended use. A qualifying asset is an asset that necessarily
x. Recent Accounting Pronouncements
takes a substantial period of time to get ready for its intended
use. The Ministry of Corporate Affair (MCA) vide notification
dated 23rd March, 2022, notified certain amendments to Ind
All other borrowing costs are expensed in the period in which AS. These amendments are applicable w.e.f April 1, 2022.
they occur. The Company has evaluated the amendments and there is no
impact on its financial statements.
u. Depreciation and Amortisation
Depreciation is provided pro- rata to the period of use on
Straight Line Method (SLM) based on the estimated useful

Note No. 30 : Contingent Liabilities and Commitments (C in Crore)
As at As at
Particulars
March 31, 2022 March 31, 2021
Contingent Liabilities *
Claims against the Company not acknowledged as debt in respect of
Sales Tax Matters related to Purchase tax, Input tax and Entry tax 1.32 1.32
Income Tax Matters related to Dividend Distribution tax, TDS and Transfer Pricing 4.84 5.48
6.16 6.80
Others
Interest on Entry tax, Haryana** 70.93 62.51
Additional demand of Industrial Plot no. 37, Sector 4B, Bahadurgarh, Haryana *** 18.73 18.73
Additional demand of Industrial Plot no. 342-343, Footwear Park, Industrial Estate, Sector 17,
1.51 -
Bahadurgarh, Haryana***
91.17 81.24
Commitments
Capital Commitments
Estimated amount of Contracts remaining to be executed on Capital Account and
23.86 50.45
not provided for (net of advance)
Others
Export Obligation under Export Promotion Capital Goods (EPCG) scheme against duty saved of
146.70 103.45
H24.45 crores (previous year H19.11 crores)
*Cash outflows related to disputed tax matters are determinable only on outcome of the pending cases at various forums/authorities. The potential
undiscounted amount of total payments for taxes that the Company may be required to make if there was an adverse decision related to these
disputed demands of regulators are as stated above.
**The Supreme Court of India vide order passed in November 2016, upheld the constitutional validity of entry tax and directed the Company to file
fresh appeal before the High Court to decide other matters related to levy of entry tax in the state of Haryana. The matter is pending before the Punjab
& Haryana High Court. However, the principal liability amounting to H46.80 crores for entry tax has been disclosed in note no.18.
***The Company along with other plot allottees has received a demand notice from Haryana State Industrial & Infrastructure Development Corporation
('HSIIDC') towards enhanced cost for the industrial plots allotted to the Company.
Based on the Company's own assessment and advice given by its legal counsel, the Company has a good case in the above cases. Pending final disposal
of the matters before the appropriate forum, the same has been disclosed as a contingent liability.
The lawsuits in respect of certain intellectual property rights and other laws / matter are pending in courts / forums. The proceedings are going on
before appropriate authorities and the ultimate outcome of the matter cannot presently be determined. In the opinion of management the amount
involved is not material.
Note No. 31 : Disclosure on Employee Benefits

Disclosure is hereby given in pursuant to Ind AS19 "Employee Benefits".
(a) Defined Contribution Plan

During the year, the Company has recognised the following amounts in the statement of profit and loss. (Refer note no.23)
(C in Crore)

Particulars
March 31, 2022 March 31, 2021
Employer's Contribution to Provident Fund 17.12 14.27

Employer's Contribution to ESIC Scheme 3.35 2.73
Employer's Contribution to Other Funds 2.00 1.57
22.47 18.57

(b) Defined Benefit Plan - Gratuity (Funded) : The Company pays annual contribution to Life Insurance Corporation of India (LIC)
through a Trust, namely Relaxo Footwears Limited Employees Group Gratuity Scheme. Under the gratuity plan, every employee who
has completed atleast five years of service, gets gratuity at the time of separation or retirement, whichever is earlier @ 15 days of last
drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using
the projected unit credit method. (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Reconciliation of Opening and Closing balance of Defined Benefit Obligation

Present Value of Defined Benefit Obligation at the beginning of year 39.25 35.67
Current Service Cost 6.97 5.86
Interest Cost 2.47 2.21
Benefits Paid (1.31) (2.49)
Remeasurement (Gains) / Losses arising from
Changes in Demographic Assumptions - -
Changes in Financial Assumptions (0.59) (0.24)
Experience variance 0.18 (1.76)
Present Value of Defined Benefit Obligation at the end of year 46.97 39.25
Reconciliation of Opening and Closing balance of the Fair Value of Plan Assets
Fair Value of Plan Assets at the beginning of year 36.82 34.29
Interest Income 2.32 2.12
Remeasurement Gains/(Losses)
Return on Plan Assets Gains/(Losses) (Excluding amounts included in net interest cost) 0.01 (0.07)
Contribution by the Company 6.59 2.97
Benefits Paid (1.31) (2.49)
Fair Value of Plan Assets at the end of year 44.43 36.82
Major Category of Plan Assets as percentage to total Plan Assets

Funds managed by LIC (%) 100 100
Amount Recognised in Balance Sheet as Liability (Refer note no.15)

Fair Value of Plan Assets at the end of year 44.43 36.82
2.54 2.43
Expenses Recognised in Statement of Profit and Loss (Refer note no.23)
Current Service Cost 6.97 5.86
Net Interest Cost / (Income) 0.15 0.09
7.12 5.95
Remeasurement (Gains) / Losses recognised in Other Comprehensive Income

Changes in Demographic Assumptions - -
Changes in Financial Assumptions (0.59) (0.24)
Experience variance 0.18 (1.76)
Return on Plan Assets (Gains)/Losses (Excluding amounts included in net Interest Cost) (0.01) 0.07
(0.42) (1.93)


Particulars
March 31, 2022 March 31, 2021
Expected Contribution to the Relaxo Footwears Limited Employees Group Gratuity Scheme in 7.14 4.93
next year (C in Crore)
Actuarial Assumptions
Discount Rate (per annum %) 6.50 6.30
Withdrawal Rate (All Ages) (per annum %) 15 15
Retirement Age
For Employees of Group A (In years) 60 60
For Employees of Group B (In years) 70 70
Rate of Escalation in Salary (per annum %) 10 10
Method of Computation Projected Unit Credit Method
Mortality Rates 100% of IALM 2012-2014
Quantitative Sensitivity Analysis for Significant Assumptions is as shown below (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Change in Discount Rate
Increase by 1% (2.80) (2.05)
Decrease by 1% 3.14 2.82
Change in Salary Escalation
Increase by 1% 3.00 2.70
Decrease by 1% (2.74) (1.99)
Figures in bracket denotes reduction in defined benefit obligation.

Changes in defined benefit obligation due to 1% increase / decrease in mortality rate is negligible.
The above sensitivity analysis have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in significant assumptions occurring at the end of the reporting period if all other assumptions
remain constant.
Maturity Profile of Defined Benefit Obligation (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Weighted Average Duration of the Defined Benefit Obligation (In years) 6 7

Expected Payment in future years
Within next 12 months 6.07 4.93
Between 1 and 5 years 18.90 15.25
More than 5 years 21.99 19.07
46.96 39.25
The estimates of escalation in salary takes into account inflation, seniority, promotion and other relevant factors.
Risk Exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over
time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows.

Interest Rate Risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase
in the ultimate cost of providing the above benefit and will thus result in an increase in the value of liability.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used
to determine the present value of obligation will have a bearing on the plan's liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is
exposed to the risk of actual experience turning out to be worse compared to the assumption.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on investment.
Note No. 32 : Disclosure on Employee Share Based Payment

Disclosure is hereby given in pursuant to Ind AS 102 "Share Based Payment".
RFL Employee Stock Option Plan 2014 (hereinafter referred to as the "ESOP 2014" / "The Plan"), was approved by the shareholders
through postal ballot on August 5, 2014. The plan entitles the permanent employees, existing and future, including the Whole-Time
Director (but excluding the Independent Directors and Promoter Directors) of the Company to exercise the option granted for purchase
of equity shares in the Company at the exercise price i.e. the latest available closing price, prior to the date of meeting of the board /
nomination & remuneration committee, in which options are granted subject to compliance with vesting conditions.
Particulars Details
Name of the Plan RFL Employee Stock Option Plan 2014
Method used to account for the Employee Share Based Payment Plan Fair Value
Stock Options approved (No. of Shares) 31,79,940
Persons Entitled Whole-Time Director and Employees
Options Grant Date during the year Nov 1, 2021
Vesting Period 1 - 4 years from grant date
Exercise Period Maximum 4 years from the date of vesting of options
Lock-in-Period No lock-in-period after exercise
Details of options granted during the year

Particulars Details
Date of Grant Nov 1, 2021
10% at first year, 20% at Second year,
Vesting Schedule
30% at third year, 40% at fourth year
Exercise Period (In years) 4
Exercise Price (In H) 1331.00
Market price (In H) 1331.00
The Details of activity under the scheme are summarised below

Year ended March 31, 2022 Year ended March 31, 2021
Particulars
No. of Options WAEP (J) No. of Options WAEP (J)
Outstanding at the beginning of the year 5,08,995 292.03 7,35,550 263.79
Granted during the year 3,58,000 1331.00 26,700 729.83
Forfeited during the year 26,200 1286.07 57,590 276.06
Exercised during the year (Refer note no.12) 4,83,945 287.91 1,95,665 250.31
Outstanding at end of the year 3,56,850 1266.95 5,08,995 292.03
Exercisable at end of the year 23,450 229.65 45,055 272.30

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2022 is 6.23 years. (previous year
4.25 years)
The weighted average fair value of stock options granted during the year ended on March 31, 2022 is H382.15 per option. (previous year
H186.64 per option)
The Black Scholes valuation model has been used for computing weighted average fair value of stock options granted during the year
considering the following inputs.
Particulars
March 31, 2022 March 31, 2021
Stock Price (H) 1331.00 729.83

Volatility (%) 29.69 29.44
Risk Free Rate (%) 5.20 4.77
Exercise Price (H) 1331.00 729.83
Time to Maturity (Years) 3.50 3.00
Dividend Yield (%) 0.19 0.29
Note No. 33 : Disclosure on Earnings Per Share (EPS)

Disclosure is hereby given in pursuant to Ind AS 33 "Earnings Per Share".
Particulars
March 31, 2022 March 31, 2021
Profit for the Year (H in Crore) 232.68 291.56

Weighted average number of Equity Shares used in calculating Basic EPS 24,86,42,308 24,83,27,918
Dilutive impact for Employee Stock Options (No. of Equity Shares) 2,40,202 3,72,009
Weighted average number of Equity Shares used in calculating Diluted EPS 24,88,82,510 24,86,99,927
Earnings Per Equity Share of D 1/- each
Basic (H) 9.36 11.74
Diluted (H) 9.35 11.72
Note No. 34 : Foreign Currency Exposure

The details of foreign currency (FCY) exposure are given below. (Amount in Crore)
Nature of Foreign Currency Exposure UoM
FCY INR FCY INR
Unhedged Foreign Currency Exposure

Import Payables USD 0.09 6.88 0.08 5.67
Import Payables AED 0.01 0.11 0.01 0.14
Import Payables EURO - - 0.00 0.14
Export Receivables USD 0.55 41.77 0.40 29.22
Export Receivables QAR 0.03 0.68 - -
Bank Balance AED 0.02 0.39 0.02 0.41
Cash on Hand (Dubai office) AED 0.00 0.00 0.00 0.00
Employee Benefits Payable AED 0.00 0.02 0.00 0.03
Security Deposit AED 0.00 0.09 0.00 0.09
Hedged Foreign Currency Exposure

Number of Buy Forward Contracts Nos 31 65
Import Payables USD 0.68 51.78 0.44 32.26
Import Orders USD 0.37 28.05 1.25 91.89
Import Orders EURO 0.02 2.07 - -

Note No. 35 : Trade Receivables Ageing Schedule *
Disclosure is hereby given on ageing schedule of trade receivables in pursuant to division II - Ind AS schedule III to the Companies
Act, 2013. (H in Crore)
Within Between Between Between More than

Particulars Total
6 months 6 months and 1 year 1 and 2 years 2 and 3 years 3 years
As at March 31, 2022

Undisputed Trade Receivables
Considered Good 247.22 1.22 2.35 - - 250.79
Credit Impaired 1.53 0.15 0.59 0.05 0.09 2.41
Disputed Trade Receivables
Considered Good - - - - - -
Credit Impaired - 0.14 - 1.06 1.40 2.60
248.75 1.51 2.94 1.11 1.49 255.80
Undisputed Trade Receivables
Considered Good 178.17 3.05 0.24 - - 181.46
Credit Impaired 1.00 0.13 1.07 0.16 0.09 2.45
Disputed Trade Receivables
Considered Good - - - - - -
Credit Impaired 0.01 0.13 1.06 0.06 1.30 2.56
179.18 3.31 2.37 0.22 1.39 186.47
* Refer note no. 9 & 36
Note No. 36 : Financial Risk Management

Financial risk management is an ongoing process within the Company. The Company has a robust risk management framework to
identify, monitor, mitigate and minimise risks arising from financial instruments.
The Company’s financial liabilities other than derivative instruments comprises of borrowings, trade payables, lease liabilities and
other financial liabilities. The main purpose of these financial liabilities is to finance the Company’s operations.
The Company’s financial assets include balances with banks, cash and cash equivalents, trade receivables, security deposits and other
financial assets that are derived directly from its operations.
The Company holds investments carried at fair value through profit or loss (FVTPL) and fair value through other comprehensive
income (FVTOCI).
The Company is exposed to credit risk, liquidity risk and market risk that are summarised as under.
Nature Exposure arising from Measurement Management
Credit Risk Balances with banks including cash and Credit ratings and Ageing a. Trade receivables are reviewed and assessed for
cash equivalents, Trade Receivables, analysis. impairment losses at every reporting period.
Investments and other Financial Assets. b. Fixing of credit limits for customers.
c. Dealing with high credit rated banks / mutual funds.
Liquidity Risk Borrowings, Trade Payables and other Maturity analysis. a. Preparing and monitoring forecasts of cash flows
Financial Liabilities. as well as maintaining sufficient cash and cash
equivalents.
b. Availability of committed credit lines and borrowing
facilities.
Market Risk
Foreign Exchange Financial assets and liabilities Sensitivity analysis. Risk coverage through forward exchange contracts /
Risk denominated in other than functional currency swaps.
currency.
Interest Rate Risk Working Capital Facilities from Bank. Sensitivity analysis. Periodical review of interest rate linked to market.
Price Risk Commodities mainly raw materials and Sensitivity analysis. Portfolio diversification and continuously monitoring
Investment in mutual funds & perpetual the price trend of key raw materials in global / domestic
bonds. markets.

Credit Risk
Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities primarily, trade receivables, balances with banks
including cash and cash equivalents and from its financing activities like Investments and derivative instruments.
Management of Credit Risk

Concentration of credit risk with respect to trade receivables are limited, due to the customer base being large across all regions.
All trade receivables are reviewed and assessed at every reporting period. The Company has adopted a policy of only dealing with
creditworthy counterparties, therefore the Company does not expect any material risk on this account.
Historical experience of collecting receivables of the Company is supported by low level of past defaults and hence the credit risk is
perceived to be low.
Credit risk arising from balances with banks, including cash and cash equivalents, investment in mutual funds & perpetual bonds and
derivative instruments is limited because the counterparties are banks / mutual funds with high credit ratings.
The Company has exposure in financial assets as per details given below. The Company has set counter-party limits based on multiple
factors including financial position, credit rating, etc. (C in Crore)
Note As at As at
Particulars
No. March 31, 2022 March 31, 2021
Financial Assets for which Allowances are measured using 12 Months

Expected Credit Loss
Non Current Assets

Loans 5 0.08 0.09
Current Assets
Cash and Cash Equivalents 10 7.10 6.34
Bank Balances other than Cash and Cash Equivalents 11 5.40 1.35
Loans 5 0.43 0.41
225.62 363.67
Financial Assets for which Allowances are measured using life time Expected Credit
Loss
Current Assets
Trade Receivables (Refer note no. 9 & 35) 9 250.79 181.46
The following table summarises the movement in allowances for doubtful trade receivables measured using the life time expected
credit loss model. (C in Crore)
Particulars
March 31, 2022 March 31, 2021

Addition during the year (Refer note no. 26) 0.04 0.19
Reversal during the year (0.04) (0.06)
Closing Balance (Refer note no. 9) 5.01 5.01

Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's main source
of liquidity is cash and cash equivalents and the cash flows that are generated from operations. The Company’s approach to manage
liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages liquidity
risk by maintaining adequate reserves, continuously monitoring forecast with actual cash flows and matching the maturity profiles
of the financial assets and liabilities.
The table below provides the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
(C in Crore)
Note
Particulars
No. Carrying Within 1 Between 1 More than Carrying Within 1 Between 1 More than
Amount year and 5 years 5 years Amount year and 5 years 5 years
Lease Liabilities 153.41 - 122.01 31.40 146.02 - 110.89 35.13
Other Financial Liabilities 14 0.15 - 0.15 - 0.17 - 0.17 -
Current Liabilities
Borrowings 17 20.00 20.00 - - - - - -
Lease Liabilities 43.37 43.37 - - 40.25 40.25 - -
Trade Payables
Micro Enterprises and Small Enterprises 54.20 54.20 - - 47.36 47.36 - -
Other than Micro Enterprises and Small 167.54 167.54 - - 175.44 175.44 - -
Enterprises
Other Financial Liabilities 14 94.76 94.76 - - 105.62 105.62 - -
533.43 379.87 122.16 31.40 514.86 368.67 111.06 35.13
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market
prices. Market risk comprises of foreign exchange risk, interest rate risk and other price risk, such as equity price risk and commodity
price risk. Financial instruments affected by market risk includes borrowings, trade payables and Investments etc.
Foreign Exchange Risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities i.e. import of materials, capital items and export of finished goods (When revenue or expense is denominated in
a foreign currency).
Exposure to Foreign Exchange Risk

The Company uses forward exchange contracts to mitigate foreign exchange related risk exposures. The Company's exposure to
unhedged foreign currency risk as at March 31, 2022 and March 31, 2021 has been disclosed in note no. 34.

Foreign Exchange Risk Sensitivity
The following table demonstrate the sensitivity analysis on profit before tax due to change in USD exchange rate, with all other
variables held constant. The impact on the Company’s profit before tax due to changes in the fair value of monetary assets and
liabilities is given below. (C in Crore)
Particulars
March 31, 2022 March 31, 2021
Impact on Profit Before Tax due to change in USD rate*

Increase by 2% 0.70 0.47
Decrease by 2% (0.70) (0.47)
* Figures in bracket denotes reduction in profit
The Company's unhedged foreign currency exposure denominated in QAR, Euro and AED are insignificant, hence sensitivity analysis
has not been disclosed.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company is mainly exposed to interest rate risk due to its variable interest rate borrowings. The interest
rate risk arises due to uncertainties about the future market interest rate of these borrowings.
Exposure to Interest Rate Risk
As at March 31, 2022, the exposure to interest rate risk due to variable interest rate borrowings amounted to H20 crores (previous
year Nil).
Interest Rate Risk Sensitivity
The following table demonstrate the sensitivity to a reasonably possible change in interest rate with all other variables held constant.
The impact on the Company’s profit before tax due to changes in the interest rates on variable rate portion of borrowings is given
below. (C in Crore)
Particulars
March 31, 2022 March 31, 2021
Impact on Profit Before Tax due to change in Interest Rate*

Increase by 0.50% (0.04) (0.11)
Decrease by 0.50% 0.04 0.11
*Figures in bracket denotes reduction in profit
Price Risk
The Company’s exposure to price risk arises from investment in mutual funds, bonds and equity instruments held and classified as
FVTPL or FVTOCI. To manage the price risk arising from investments, the Company diversifies its portfolio of assets with banks /
mutual funds with high credit ratings.
The Company’s unquoted equity instruments are susceptible to market price risk arising from uncertainties about future value of
the investment. The investment in unquoted equity instruments is not significant, hence sensitivity analysis has not been disclosed.
The following table demonstrate the sensitivity to a reasonably possible change in prices of investment in mutual funds and bonds
with all other variables held constant. The impact on the Company’s profit before tax due to changes in the prices of investments is
given below. (C in Crore)
Particulars
March 31, 2022 March 31, 2021
Impact on Profit Before Tax due to change in price of Investments*

Increase by 0.50% 1.16 1.11
Decrease by 0.50% (1.16) (1.11)
* Figures in bracket denotes reduction in profit

Commodity Price Risk
The key raw materials used in the manufacturing of footwear are natural / synthetic rubber, EVA, PU etc. Price volatility of these
commodities depend mainly on demand – supply, fluctuation in the price of crude oil and it’s derivatives. To mitigate price risk and
availability issues, the Company is taking several pro-active initiatives like continuously monitoring the price trend of key materials
in global / domestic markets by subscribing to various commodity reports, development of new vendors and alternate material for
better price competitiveness and quality sustainability / improvement etc.
Note No. 37 : Capital Management

Capital includes equity share capital and other equity attributable to the equity holders of the Company. The primary objective of the
Company’s capital management is to ensure that it maintains an optimal capital structure and maximise the shareholder's value. The
Company has complied with those covenants throughout the reporting period.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions to meet requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may review the dividend payment to shareholders,
return capital to shareholders or issue new shares.
The Company monitors its capital using gearing ratio, which is net debt divided by total equity. (C in Crore)
Note As at As at
Particulars
No. March 31, 2022 March 31, 2021
Equity Share Capital 12 24.89 24.84

Other Equity 13 1735.23 1547.57
1760.12 1572.41
Net Debt - -
Gearing Ratio - -
No changes were made in the objectives, policies or processes for managing capital.
Note No. 38: Collaterals

The Company has hypothecated its entire current assets against its working capital borrowings. (Refer note no.17)
Note No. 39 : Related Party Transactions

Disclosure is hereby given in pursuant to Ind AS 24 "Related Party Disclosures".
i) Names of related parties with whom transactions have taken place during the year and their relationship
(a) Individuals having control and significant influence over the Company and Key Management Personnel (KMP)
Ramesh Kumar Dua, Managing Director
Mukand Lal Dua, Whole Time Director
(b) Key Management Personnel (KMP)

Nikhil Dua, Whole Time Director
Deval Ganguly, Whole Time Director
(c) Entities where individuals and Key Management Personnel (KMP) as defined in Note No. 39 (i) (a) and 39 (i) (b) exercise
significant influence
Patel Oil Mills
Ramesh Kumar Dua (H.U.F)
Mukand Lal Dua (H.U.F)
Relaxo Foundation
Shri Mool Chand Dua Memorial Society

(d) Relatives of individuals and Key Management Personnel (KMP) as defined in Note No. 39 (i) (a) and 39 (i) (b)
Lalita Dua, wife of Managing Director
Gaurav Dua, son of Managing Director
Rahul Dua, son of Managing Director
Sakshi Dua, daughter of Managing Director
Usha Dua, wife of Whole Time Director
Ritesh Dua, son of Whole Time Director
Nitin Dua, son of Whole Time Director
(e) Independent Directors (KMP) and their relatives

Pankaj Shrimali
Vivek Kumar
Deepa Verma
Rajeev Rupendra Bhadauria
Madhuri Shrimali, wife of Pankaj Shrimali
(f) Post Employment Benefit Plan Trust

Relaxo Footwears Limited Employees Group Gratuity Scheme
ii) Related Party Transactions (C in Crore)

Individuals Entities
having where
control and individuals
Independent
significant and Key Relatives Post
Directors
influence over Management of Employment
Particulars KMP (KMP) Total
the Company Personnel Individuals Benefit Plan
and their
and Key (KMP) and KMP Trust
Relatives
Management exercise
Personnel Significant
(KMP) Influence
Transactions during the year
Sale of goods - - - - - - -
- - (0.22) - - - (0.22)
Lease Rent 0.96 0.68 0.84 2.28 - - 4.76

(0.96) (0.68) (0.84) (2.28) - - (4.76)
Dividend 26.99 2.33 0.13 14.60 0.00 - 44.05

- - - - - - -
Short-Term Employee Benefits (Salary) 3.64 5.48 - 4.61 - - 13.73

(3.60) (2.54) - (4.35) - - (10.49)
Post-Employment Benefits 0.44 0.17 - 0.38 - - 0.99

(Provident Fund and Gratuity) (0.44) (0.15) - (0.37) - - (0.96)
Long-Term Employee Benefits - 0.05 - - - - 0.05

(Compensated Absences) - (0.01) - - - - (0.01)
Director's Commission (Refer note no.14) 24.38 - - - 0.10 - 24.48

(36.80) - - - (0.10) - (36.90)

(C in Crore)
Individuals Entities
having where
control and individuals
Independent
significant and Key Relatives Post
Directors
influence over Management of Employment
Particulars KMP (KMP) Total
the Company Personnel Individuals Benefit Plan
and their
and Key (KMP) and KMP Trust
Relatives
Management exercise
Personnel Significant
(KMP) Influence
Sitting Fee - - - - 0.13 - 0.13
- - - - (0.14) - (0.14)
Share Based Payments - 0.08 - - - - 0.08

- (0.08) - - - - (0.08)
Contribution to Post Employment - - - - - 6.59 6.59

Benefit Plan Trust (Gratuity) - - - - - (2.97) (2.97)
Issue of Shares under "RFL Employee - 27,300 - - - - 27,300

Stock Option Plan 2014" (In Number) - (6,500) - - - - (6,500)
Guarantees and Collaterals taken* 260.00 - - - - - 260.00

(260.00) - - - - - (260.00)
Previous year figures are given in brackets

*Off Balance Sheet item
Note No. 40 : Fair Value Measurements

Fair value of financial assets and liabilities is normally determined by references to the transaction price or market price. If the fair
value is not reliably determinable, the company determines the fair value using valuation techniques that are appropriate in the
circumstances and for which sufficient data are available, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
recognised and measured at fair value or amortised cost for which fair values are disclosed in the financial statements. To provide an
indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into
the three levels prescribed as per Ind AS 113 "Fair Value Measurement".
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement
date.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The below table provides comparison by class of carrying amount and fair value of the Company's financial instruments along with
fair value hierarchy. (C in Crore)
Note
Particulars Carrying Fair Value Carrying Fair Value
No. Fair Value Fair Value
Amount Hierarchy Amount Hierarchy
Financial Assets carried at Amortised Cost
Non-Current Assets
Loans 5
Loans to Employees 0.08 0.08 Level 3 0.09 0.09 Level 3
Other Financial Assets 6
Security Deposits 16.39 16.39 Level 3 15.34 15.34 Level 3
Fixed Deposits with Bank 1.12 1.12 Level 2 - - -
Balances with Banks held as Margin Money 0.02 0.02 Level 2 1.89 1.89 Level 2
Current Assets
Trade Receivables 9 250.79 250.79 Level 3 181.46 181.46 Level 3
Cash and Cash Equivalents 10 7.10 7.10 Level 1 6.34 6.34 Level 1
Bank Balances other than Cash and Cash Equivalents 11 5.40 5.40 Level 2 1.35 1.35 Level 2
Loans 5
Loans to Employees 0.43 0.43 Level 3 0.41 0.41 Level 3
Interest accrued on Bank Deposits/Bonds 0.69 0.69 Level 2 0.07 0.07 Level 2
282.02 282.02 206.95 206.95
Financial Assets carried at Fair Value through Profit or Loss
Non-Current Assets
Investments 4
Perpetual Bonds - Quoted 24.78 24.78 Level 1 - - -
Current Assets
Investments 4
Mutual Funds - Quoted 169.27 169.27 Level 1 337.98 337.98 Level 1
Foreign Exchange Forward Contracts 0.14 0.14 Level 2 - - -
194.19 194.19 337.98 337.98
Financial Assets carried at Fair Value through Other
Comprehensive Income
Non-Current Assets
Investments 4
Unquoted Equity Instruments 0.20 0.20 Level 3 0.20 0.20 Level 3
Financial Liabilities carried at Amortised Cost
Lease Liabilities 122.78 122.78 Level 3 115.23 115.23 Level 3
Other Financial Liabilities 14
Retention Money 0.15 0.15 Level 3 0.17 0.17 Level 3
Current Liabilities
Borrowings 17 20.00 20.00 Level 2 - - -
Lease Liabilities 31.26 31.26 Level 3 28.93 28.93 Level 3
Trade Payables
Micro Enterprises and Small Enterprises 54.20 54.20 Level 3 47.36 47.36 Level 3
Other than Micro Enterprises and Small Enterprises 167.54 167.54 Level 3 175.44 175.44 Level 3

(C in Crore)
Note
Particulars Carrying Fair Value Carrying Fair Value
No. Fair Value Fair Value
Amount Hierarchy Amount Hierarchy
Retention Money 2.39 2.39 Level 3 1.92 1.92 Level 3
Interest accrued on Borrowings from Banks 0.00 0.00 Level 2 - - -
Security Deposits
Customers 28.09 28.09 Level 3 26.20 26.20 Level 3
Others 0.48 0.48 Level 3 0.58 0.58 Level 3
Unpaid Dividends 0.30 0.30 Level 2 0.25 0.25 Level 2
Employee Benefits Payable 34.52 34.52 Level 3 37.94 37.94 Level 3
Director's Commission Payable 24.47 24.47 Level 3 36.89 36.89 Level 3
Payable for Capital Goods 4.51 4.51 Level 3 1.35 1.35 Level 3
490.69 490.69 472.26 472.26
Financial Liabilities carried at Fair Value through Profit or
Loss
Current Liabilities
Foreign Exchange Forward Contracts - - - 0.49 0.49 Level 2
Note No. 41 : Corporate Social Responsibility (CSR)

Company implements its CSR activities through partner organisations registered with Ministry of Corporate Affairs (MCA). Company
has a vision of ensuring sustained human development of the most deprived communities primarily under thematic areas viz.
Education, Health & Hygiene and Skill Development.
Company has formed a CSR committee under section 135 of the Companies Act 2013 for implementation of CSR policy.
(C in Crore)
Particulars
March 31, 2022 March 31, 2021
Amount required to be spent by the Company during the year 6.44 5.43
Amount of expenditure incurred * - -
Shortfall at the end of the year ** 6.44 5.43
Total of previous years shortfall Nil Nil
* H1.21 crores spent against CSR provision for year ended March 31, 2021. (Refer note no.15)
** Provision of H6.44 crores (previous year H5.43 crores) for unspent CSR amount has been made. (Refer note no.15)
There is no transaction with related party in relation to CSR expenditure as per Ind AS 24 "Related Party Disclosures".
Nature of CSR activities: Company decided to adopt 32 (previous year 32) government primary/ upper primary / higher secondary
schools with the total project cost of H6.44 crores (previous year H5.43 crores) under long term project in Khanpur and Laksar blocks
of Haridwar district, Uttarakhand, with a vision of creating an equitable education opportunities for the children of rural India by
improving these schools in terms of infrastructure as well as soft skills & capacity building of teachers, children, school management
committee (SMC) members, parents and community at large. Under this long term project Company will develop these schools in
coordination with the Samagra Shiksha and School Education Department of Uttarakhand State.
Reason for shortfall at the end of the year: Company has not spent H6.44 crores (previous year H5.43 crores) due to schools remaining
shut under the Covid-19 restrictions. The amount of H6.44 crores has been transferred to unspent CSR account on April 26, 2022
(previous year H5.43 crores on April 30, 2021)

Note No. 42 : Payments to Auditor* (H in Crore)

Particulars
March 31, 2022 March 31, 2021
As Auditor
Statutory Audit 0.22 0.17
In Other Capacity
Limited Review and Other Services 0.06 0.13
Tax Audit 0.03 0.03
0.31 0.33
* Included in legal and professional (Refer note no. 26)
Note No. 43 : The Micro, Small and Medium Enterprises Development Act, 2006
Disclosure is hereby given in pursuant to requirement of section 22 of the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006 (C in Crore)
Particulars
March 31, 2022 March 31, 2021
The principal amount and the interest due thereon remaining unpaid to any supplier at the end
of accounting year.
Principal Amount 54.20 47.36
Interest Due 0.00 0.02
The amount of interest paid by the buyer in terms of section 16, of the MSMED Act, 2006 along - -
with the amounts of the payment made to the supplier beyond the appointed day during the year.
The amount of interest due and payable for the period of delay in making payment (which have 0.05 0.19
been paid but beyond the appointed day during the year) but without adding the interest specified
under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of accounting year. 0.27 0.22
The amount of further interest remaining due and payable even in the succeeding years, until such 0.22 0.01
date when the interest dues as above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006
The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.
(Refer note no. 44)
Note No. 44 : Trade Payables Ageing Schedule

Disclosure is hereby given on ageing schedule of trade payables in pursuant to division II - Ind AS schedule III to the Companies
Act, 2013. (C in Crore)
Within Between Between More than
Particulars Not Due Total
1 year 1 and 2 years 2 and 3 years 3 years

Undisputed dues
Micro Enterprises and Small Enterprises 52.97 1.23 - - - 54.20
Others 157.18 10.32 0.04 - - 167.54
Disputed dues
Micro Enterprises and Small Enterprises - - - - - -
Others - - - - - -
210.15 11.55 0.04 - - 221.74

(C in Crore)
Particulars Not Due Total
Undisputed dues
Micro Enterprises and Small Enterprises 46.06 1.30 - - - 47.36
Others 160.49 14.61 0.18 0.16 - 175.44
Disputed dues
Micro Enterprises and Small Enterprises - - - - - -
Others - - - - - -
206.55 15.91 0.18 0.16 - 222.80
Refer note no. 43.
Note No. 45: Segment Reporting

Operating Segment
Based on guiding principles given in Ind AS 108 on "Operating Segments", the Company's business activity falls within a single
operating segment namely, "Footwear and Related Products", hence, the disclosure requirements relating to "Operating Segments"
of Ind AS 108 are not applicable.
Entity-wide Disclosure under Ind AS 108 "Operating Segments" (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Geographical Area wise Revenue (Footwear) *

Within India 2518.41 2244.23
Outside India 103.16 89.67
2621.57 2333.90
* Refer note no. 20.
There is no customer having revenue amounting to 10% or more of Company’s total revenue.
Note No. 46: Disclosure as per Ind AS 116 "Leases"

The movement in lease liabilities is given below. (C in Crore)
Particulars
March 31, 2022 March 31, 2021

Addition during the year 44.63 33.34
Gain on Lease Modification, Termination and Concession* 8.47 11.82
Payment of Principal Lease Liabilities 26.28 24.75
Maturity profile of lease liabilities is given in note no. 36.
*The Company has applied practical expedient as per amendment to Ind AS 116 “Leases” on COVID-19 related rent concessions and recognised gain of
H6.40 crores (previous year H10.24 crores) in other income. (Refer note no. 21)

Note No. 47: Disclosure as per Ind AS 115 "Revenue from Contracts with Customers"
Reconciliation of revenue (footwear) as per contract price and as recognised in statement of profit and loss: (C in Crore)

Particulars
March 31, 2022 March 31, 2021
Revenue as per Contract Price 2767.50 2444.26

Less: Rebates and Discounts 145.93 110.36
Revenue as per Statement of Profit and Loss * 2621.57 2333.90
* Refer note no. 20.
Note No. 48: Events Occurring after the Balance Sheet Date
The Board of Directors at its meeting held on May 11, 2022 have recommended final dividend at the rate of H2.50 per share of face
value of H1/- each for the approval of shareholders aggregating to H62.23 crores for the year ended March 31, 2022.
Note No. 49 : Additional Regulatory Information

a. Capital Work-in-Progress (CWIP) and Intangible Assets under Development Ageing Schedule
Disclosure is hereby given on ageing schedule of capital work-in progress and intangible assets under development in pursuant to
division II - Ind AS schedule III to the Companies Act, 2013. (C in Crore)

Particulars Total

Capital Work-in-Progress 76.28 28.73 40.17 - 145.18
Intangible Assets under Development 1.06 2.17 0.12 0.43 3.78
77.34 30.90 40.29 0.43 148.96
Capital Work-in-Progress 71.82 40.41 - - 112.23
Intangible Assets under Development 4.58 0.36 0.40 0.46 5.80
76.40 40.77 0.40 0.46 118.03
Refer note no. 1 & 2.
There are no projects where activity has been suspended.
b. Details of Benami Property held

Company does not hold any benami property. No proceedings have been initiated or pending against the Company for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 and the rules made thereunder.
c. Borrowings secured against Current Assets

Quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.
d. Wilful Defaulter
The Company is not declared wilful defaulter by any bank in accordance with the guidelines on wilful defaulters issued by the RBI.
e. Relationship with Struck off Companies

The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013. This is
determined to the extent of such parties have been identified on the basis of information available with the Company.
f. Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company has registered all charges or satisfaction with Registrar of Companies (ROC) within the statutory period.

g. Compliance with number of layers of companies

The number of layers prescribed under clause (87) section 2 of the Companies Act, 2013 read with Companies (Restriction on number
of Layers) Rules, 2017 is not applicable to the Company.
h. Financial Ratio's
Financial Ratio's are hereby given in pursuant to division II - Ind AS schedule III to the Companies Act, 2013
*Reason for
Particulars UoM Numerator Denominator FY 22 FY 21
Variance
Current Ratio Current Assets Current Liabilities 2.57 2.40

Debt - Equity Ratio Total Debt Shareholder's Equity 0.01 -
Debt Service Coverage Ratio Earnings Available for Debt Service 8.68 7.04
Debt Service
Trade Receivables Turnover Net Credit Sales Trade Receivables 11.36 12.46
Times
Ratio (Average)
Trade Payables Turnover Ratio Net Credit Purchases Trade Payables (Average) 9.31 7.48
Net Capital Turnover Ratio Net Sales Working Capital 3.89 4.65
(Average)
Inventory Turnover Ratio Cost of Goods Sold Inventory (Average) 3.31 3.41
Return on Equity (ROE) Net Profit After Tax Shareholder's Equity 13.96 20.50
(Average)
Net Profit Ratio Net Profit After Tax Net Sales 8.83 12.43 @
Return on Capital Employed % Earnings Before Interest Capital Employed 19.20 28.04
(ROCE) and Taxes (Average)
Return on Investment Income Generated from Invested Funds (Average) 3.70 3.79
Invested Funds
* For cases with variation of more than 25% as compared to the previous year.
@ Net Profit ratio and related ratios i.e. ROCE and ROE were impacted due to increased raw material prices and normalisation of selling, marketing and
admin expenses in FY 22 as compared to FY 21 being Covid 19 pandemic year.
i. Compliance with approved Scheme(s) of Arrangements
During the year, no scheme of arrangements has been approved by the competent authority in terms of sections 230 to 237 of the
Companies Act, 2013.
j. Utilisation of Borrowed Funds and Share Premium

The Company has not advanced or loaned or invested funds to any other persons (intermediaries) with the understanding that the
intermediary shall directly or indirectly lend or invest in other persons or provide any guarantee in any manner whatsoever on behalf
of the Company (ultimate beneficiary).
The Company has also not received any fund from any persons with the understanding that the Company shall directly lend or invest
or provide any guarantee to any other persons on behalf of the funding party.
Note No. 50 : Undisclosed Income

Company does not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

Note No. 51 : Details of Crypto Currency or Virtual Currency

Company has not traded or invested in crypto currency or virtual currency during the year.
Note No. 52: Impact of Global Health Pandemic COVID -19

The Company has done assessment of recoverability and carrying values of its assets comprising of receivables, inventories, plant
and equipment, intangible assets and on the basis of assessment, the Company expects to recover the carrying amount of these
assets. The Company will continue to closely monitor any material changes to future economic conditions due to uncertainties linked
to COVID -19.
Akshay Maheshwari
Delhi, May 11, 2022

AWARDS &
ACCOLADES
2 Place for
nd
India's Largest
Amongst India's Excellent Export
Top 500 Companies Corporations 2019
2021 Performance Rank 471
2020-21
2019
India’s Most Valuable India’s Top 500

Company-2019 India Manufacturing
Company-2019 Excellence Awards
Rank 220 Rank 478 2019
1st Place for ICRA AA Long Term Rating

India's Top Mid Size Excellent Export ICRA A1+ Short Term
Company-2019 Performance Rating
Rank 11 2019-20
NOTE
A N N U A L R E P O R T 2 0 2 0 - 2 1

Relaxo Annual Report 2021 22 1659007570

Uploaded by

Copyright:

Available Formats

Relaxo Annual Report 2021 22 1659007570

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Relaxo Annual Report 2021 22 1659007570

Uploaded by

Copyright:

Available Formats

COMMITTED TO PROVIDE

2 RELAXO FOOTWEARS LIMITED

Mukand Lal Dua Whole time Director

Nikhil Dua Whole time Director

Deval Ganguly Whole time Director

Vivek Kumar Independent Director

Pankaj Shrimali Independent Director

Rajeev Rupendra Bhadauria Independent Director Financial Highlights 8

Statement of Cash Flows 80

RFL-IV 30/3/2, Mooja Hasanpur, Tikri Border,

RFL-V 83-92, SIDCUL Industrial Area BHEL,

RFL-VI 342-343, Footwear Park, Industrial Estate,

RFL-VII 328-329, MIE, Bahadurgarh, Haryana

RFL-VIII 37, Sector 4B, Bahadurgarh, Haryana

RFL-IX Plot No. SP-6 & 7 Kaharani, Bhiwadi Extn.,

1 ANNUAL REPORT 2021-22

I am pleased to announce that despite the challenges of abnormally high inflationary

With Best Regards,

3 ANNUAL REPORT 2020-21

IPO to set up a 2005-07

One of the most loved footwear

A formal footwear for men,

The women of today have to

Brimming with energy, children

The ideal walking companion for

Revenue from Operations (C in Crore) EBITDA (C in Crore) Net Profit (C in Crore)

Dividend (%) EPS - Basic (in C) Net Worth (C in Crore)

8 RELAXO FOOTWEARS LIMITED

9 ANNUAL REPORT 2021-22

EBITDA E415.75 Cr.

b) Non-Financials the digital landscape with engaging brand

10 RELAXO FOOTWEARS LIMITED

11 ANNUAL REPORT 2021-22

6. Dividend Distribution Policy Issued, Subscribed and Paid-up Share Capital:

12 RELAXO FOOTWEARS LIMITED

13 ANNUAL REPORT 2021-22

14 RELAXO FOOTWEARS LIMITED

15 ANNUAL REPORT 2021-22

16 RELAXO FOOTWEARS LIMITED

17 ANNUAL REPORT 2021-22

18 RELAXO FOOTWEARS LIMITED

19 ANNUAL REPORT 2021-22

20 RELAXO FOOTWEARS LIMITED

A. Ratio of remuneration of each Director to the median Note:

21 ANNUAL REPORT 2021-22

22 RELAXO FOOTWEARS LIMITED

23 ANNUAL REPORT 2021-22

24 RELAXO FOOTWEARS LIMITED

We further report that

For Chandrasekaran Associates

25 ANNUAL REPORT 2021-22

Our Report of even date is to be read along with this letter.

For Chandrasekaran Associates

26 RELAXO FOOTWEARS LIMITED

(a) Name(s) of the related party and nature of relationship

For and on behalf of the Board of Directors

27 ANNUAL REPORT 2021-22

28 RELAXO FOOTWEARS LIMITED