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Rajratan Global Wire Ltd.

BSE: 517522 Sector: Metals & Mining
NSE: RAJRATAN ISIN Code: INE451D01029
BSE 00:00 | 16 Aug 1074.00 -1.85
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NSE 00:00 | 16 Aug 1077.70 -2.05
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OPEN 1080.00
PREVIOUS CLOSE 1075.85
VOLUME 11843
52-Week high 1128.00
52-Week low 352.42
P/E 70.94
Mkt Cap.(Rs cr) 5,451
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1080.00
CLOSE 1075.85
VOLUME 11843
52-Week high 1128.00
52-Week low 352.42
P/E 70.94
Mkt Cap.(Rs cr) 5,451
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajratan Global Wire Ltd. (RAJRATAN) - Director Report

Company director report

To the members

Your Directors present the 34th Annual Report on the business andoperations of the Company along with the audited standalone and consolidated financialstatements for the year ended 31st March 2022.

1. Financial Results

Standalone Consolidated
2021-22 Mil 2020-21 2021-22 2019-20
Revenue from Operations 53987 33745 89287 54654
Other Income 122 61 200 163
Profit before Depreciation Interest & Tax 11005 6320 18359 9374
Interest & Financial Charges 1194 908 1543 1338
Profit before Depreciation 9811 5412 16816 8036
Less: Depreciation 812 666 1552 1410
Profit before Taxation & Exceptional Items 8999 4746 15264 6626
Add: Exceptional Items 0 0 0 0
Profit before Taxation 8999 4746 15264 6626
Less: Provision for taxation
-Current Tax 2217 1124 2922 1388
-Deferred Tax (91) (75) (91) (75)
Total Tax Expenses 2126 1049 2831 1313
Profit for the year 6873 3697 12433 5313
Other Comprehensive Income
(a) Items that will not be reclassified to Profit or Loss 15 (11) 15 (11)
(b) Items that will be reclassified to Profit or Loss 0 (193) 4
Total Other comprehensive Income for the Year 15 (11) (178) (7)
Total Comprehensive and Other comprehensive Income for the year 6888 3686 12255 5306

2. Overview of Company?s Financial Performance:

The company's performance during Financial Year 2021-22 on a standaloneand consolidated basis were as follows -

A. On standalone basis

The company standalone revenue were Rs. 53987 Lakhs against Rs. 33745Lakhs in the previous year. 60% growth from previous year. The Profit before tax (PBT) forthe financial year 2021-22 is Rs. 8999 Lakhs against Rs. 4746 Lakhs in the year 2020-21.The profit after tax was Rs. 6873 Lakhs to Rs. 3697 Lakhs as compared in the previousyear.

B. Consolidated revenues

The company consolidated revenue were Rs. 89287 Lakhs in FY 21-22compared with Rs. 54654 Lakhs in FY 20-21. The company's profit after tax increased fromRs. 5313 Lakhs in FY 21 to Rs. 12433 Lakhs in FY 21-22. The EBITDA* has increased fromRs. 9211 Lakhs in FY 20-21 to Rs. 18159 Lakhs in FY 21-22.

*Other income excluded from EBITDA to show core operating efficiency.

3. Economic scenario

The geopolitical conflict might lead to a major slowdown in globaleconomy in 2022 which might result in a decline in GDP and a further spike in inflationas observed by the International Monetary Fund (IMF). Inflation in advanced economies isexpected to be 5.7% while it is predicted to be 8.7% in emerging markets and developingeconomies (EMDEs). The worsening supply-demand imbalance will lead to a further rise ininflation. The spike in fuel and commodity prices is driven by the war. Global marketvolatility commodity price rise especially crude oil price has impacted the Indianeconomy as well. Flowever domestic growth rate is gradually improving. Considering all theparameters the real GDP growth is projected at 7.2 % for 2022-23. Flence following theinitial recovery in economy successive years may witness a significant slowdown.

4. Prospects and Outlook

Despite the supply-demand bottleneck your company maintained a strongbalance sheet. The company has increased its consolidated revenue to Rs. 89286 Lakhs. Thesale volumes have also witnessed an increase during the year under review. The first phaseof the new factory in Chennai is expected to be completed by the end of FY 22-23 whichwill boost the company's production capacity so that the company can capture the futurerise in demand. The surging production of automobiles increases the need for tyres aidingthe growth of the bead wire industry. The company plans to grow its national andinternational footprint in the coming years. The company has continued its effort todeliver a quality product and service to the customers which helps maintain theleadership position in the market.

5. Dividend

The Board of Directors at their meeting held on 21st April2022 has recommended dividend payment of Rs. 2/- (Rupees Two Only) per equity share ofthe face value of Rs. 2 (Rupee Two Only) each as final dividend forthe financial yearended 31st March 2022. The payment of final dividend is subject to theapproval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.The total dividend amount for the financial year 2021-22 including the proposed finaldividend amounts to Rs. 1015 Lakhs.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. The Company shall accordingly make the payment of the finaldividend after deduction of tax at source.

Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the Board ofDirectors of your company has approved and adopted the Dividend Distribution Policy ofthe Company and the same is made available on the website of the Company. The same can beaccessed on https://rairatan. co.in/investors/

6. Transfer to Reserves

Consequent to introduction of Companies Act 2013 the requirement ofmandatory transfer of a specified percentage of the net profit to general reserve has beenwithdrawn and the Company can optionally transfer any amount from the surplus of profit orloss account to the General reserves. The Company has transferred Rs. 4500 Lakhs to theGeneral Reserve out of the amount available for appropriation.

7. Share Capital

The paid up share capital of the company as on 31st March2022 is Rs. 1015.42 Lakhs. There has been no change in the paid up capital of the Companyduring the year under review. Your company does not hold any instruments convertible intothe equity shares of the Company.

Split of shares from face value of Rs. 10/- each to face value of Rs.2/- each

Your Company's strong performance over the years has led to significantrise in the market price of the equity shares of

your Company. With a view to encourage wider participation of smallinvestors and to enhance the liquidity of the equity shares at the stock market the Boardof Directors of your Company at their meeting held on 28th January 2022 had consideredand approved sub-division of each equity share of face value of Rs. 10 each fully paid upinto 5 equity shares of face value of Rs. 2 each fully paid up. Subsequently the same hadbeen approved by the members on 3rd March 2022 through postal ballot process. YourCompany had fixed 16th March 2022 as the Record Date for determining theeligibility of shareholders to whom equity shares have been credited after sub-division ofequity shares. Old ISIN of the Company has been deactivated and in place new ISIN:INE451D01029 was activated by the depositories for the equity shares of the Company.Equity Shares have been successfully credited into the demat accounts of shareholdersholding shares as on record date and shareholders holding shares in physical form wereissued fresh share certificates with new distinctive numbers with their old sharecertificate duly cancelled.

8. Subsidiary Companies

The Company has only one foreign wholly-owned subsidiary viz. RajratanThai Wire Co. Ltd. There was no associate company within the meaning of Section 2(6) ofthe Companies Act 2013("Act"). There was no change in the nature of thebusiness of the subsidiaries.

Pursuant to Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the company. Pursuant to section 136 of the Actthe financial statements of the Company consolidated financial statements along withrelevant documents and separate audited accounts in respect of the subsidiaries areavailable on the website of the company www.rajratan.co.in. Performance of the RajratanThai Wire Co. Ltd Thailand the WOS of the Company during the year was below -

Rajratan Thai Wire Co. Limited Thailand:

Rajratan Thai Wire Co. Limited is a fully-owned subsidiary of theCompany with its manufacturing facility in Ratchaburi Thailand and engaged inmanufacturing bead wire. During the year under review it recorded an increase of 21.47%in sales volume to reach 35280 MT compared to 29045 MT in the previous year. Net revenuesincreased by 70.25% to reach Rs. 35620 Lakhs as compared to Rs. 20921 Lakhs in theprevious year. Profit after tax stood at Rs. 5515 Lakhs compared to Rs. 1616 Lakhs in theprevious year.

9. Directors? responsibility statement

Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. Deposits:

The Company has not accepted any fixed deposit from the public duringthe financial year ended 31st March 2022 within the meaning of section 73 and74 of the Companies Act 2013 read with the relevant rules.

11. Listing:

The shares of the Company are listed on the Bombay Stock ExchangeLimited and National stock Exchange and the Company is regular in payment of the listingfees. There was no suspension of trading during the year under review.

12. Conservation of Energy Technology and Foreign Exchange Earningsand outgo

The particulars as prescribed under Section 134(3) (m) of the CompaniesAct 2013 read with Companies (Accounts of Companies) Rules 2014 are set out in an"Annexure-I" to this report.

13. Material changes and commitments occurred if any affecting thefinancial position of the company having occurred since the end of the year and till thedate of Report

There have been no material changes and commitments affecting thefinancial position of the company having occured since the end of the year till the dateof Report.

14. Corporate Social Responsibility

As a part of CSR initiative under the ‘Corporate SocialResponsibility' drive the Company has undertaken projects mainly in the areas educationwomen empowerment health care and plantation. The Company works primarily through

its CSR trust the Rajratan Foundation. The Company's CSR policy isavailable on our website at www.rajratan.co.in/ investors/. The annual report on our CSRactivities is appended as ‘Annexure II' to the Board's Report.

15. Business Responsibility Report

A Business Responsibility Report as required under Regulation 34(2) (f)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has beengiven in "Annexure-IX.

16. Directors and key managerial personnel

On the recommendation of Nomination and remuneration committee theBoard at its meeting held on 21s1 April 2022 hasappointed Mr. SanjeevSood(DIN: 08518148) as additional independent director of the Company for a period of threeyears effective from 21st April 2022 subject to approval of the members atthe ensuing Annual General Meeting. Mr. Sood brings to Board valued insights andperspectives on complex financial and operational issues.

The resolution for confirming the appointment of Mr. Sanjeev Sood as anindependent Director of the Company forms part of the Notice convening the Annual GeneralMeeting (‘AGM?) scheduled to be held on 21st June 2022.

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act and the Articles of Association of the Company Mr.Yashovardhan Chordia (DIN: 08488886) Non-Executive Director of the Company is liable toretire by rotation at the ensuing AGM and being eligible have offered himself forre-appointment. The necessary resolution for re-appointment of Mr. Yashovardhan Chordiaforms part of the Notice convening the Annual General Meeting (‘AGM?) scheduledto be held on 21st June 2022.

The Company has received declarations from all the IndependentDirectors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act andthe Listing Regulations and

b) they have registered their names in the Independent Directors'Databank.

In the Opinion of the Board all the independent directors fulfills thecriteria of the independency as required under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

In terms of Section 203 of Companies Act 2013 Mr. Sunil Chordia Mr.Hitesh Jain and Mr. Shubham Jain are key managerial personnels of the Company. During theyear under review there were no other changes to the Key Managerial Personnel of theCompany.

17. Number of meetings of the board

Five meetings of the Board were held during the year. The details ofthe meetings of the Board of Directors and its committees convened during the financialyear 2021-22 are given in the Corporate Governance Report which forms part of this AnnualReport.

18. Board evaluation

In compliance with the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was carried out during the year under review. Moredetails on the same are given in the Corporate Governance Report.

The performance of the Board was evaluated after seeking inputs fromall the directors on the basis of the criteria such as the Board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent Directors performance ofnon-independent directors performance of the Board as a whole was evaluated.

19. Board Committees

Your Company has in place the Committee(s) as mandated under theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There are currently five committees of the Board namely:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

Details of the Committees along with their composition and meetingsheld during the year are provided in the Corporate Governance Report which forms part ofthis report.

20. Policy on directors? appointment and remuneration and otherdetails

The Company has in place policy for directors' appointment andremuneration and other matters provided in Section 178(3) of the Act which is available onthe website of the company at www.rajratan.co.in/investors.

21. Managerial Remuneration and particulars of employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a disclosure on remuneration related information ofemployees Key Managerial Personnel and directors is annexed herewith and forming part ofthe report as "Annexure-lll." The Chairman and Managing Director of your Companydoes not receive remuneration from any of the subsidiary of your Company.

22. Transactions with related parties

During the Financial Year 2021-22 all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of theAct were in the ordinary course of business and at arm's length basis. During theFinancial Year 2021-22 your Company has not entered into any contracts/arrangements/transactions with related parties which could be considered 'material'. Thusthere are no transactions required to be reported in form AOC-2. The Board has taken onrecord all transaction with related parties.

Further during Financial Year 2021-22 there were no materiallysignificant related party transactions made by your Company with the Promoters DirectorsKey Managerial Personnel or other designated persons which might have potential conflictwith the interest of the Company at large. All related party transactions are placedbefore the Audit Committee and approved through the Omnibus mode in accordance with theprovisions of the Companies Act 2013 and Listing Regulations. The policy on Related PartyTransactions is uploaded on the Company's website www.rairatan.co.in/investors/.Information on transactions with related parties pursuant to Section 134(3) (h) of the Actread with Rule 8(2) of the Companies (Accounts) Rules 2014 though not mandatory isgiven in "Annexure-IV" in Form AOC-2 and the same forms part of this report.

23. Annual return

The Annual Return of the Company as on 31st March 2022 inForm MGT- 7 in accordance with Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 is available on the website of the Company atwww. raj rata n. co. i n/i n vestors/.

24. Loans Guarantees and Investment

The company has given loans and issued guarantee in favor of itswholly- owned subsidiary viz. Rajratan Thai Wire Limited Thailand which is exempted underthe provisions of section 186 of the Companies Act 2013 read with Rule 11 of theCompanies (Meetings of Board and its Powers) Rules 2014. Details of Loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements.

25. Auditors:

a. Statutory Auditors:

At the 29th AGM held on 11th August 2017 the Members approvedappointment of M/s D S Mulchandani & Co. Chartered Accountants Indore (ICAI FirmRegistration No. 021781C) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that AGM till the conclusion of the 34th AGM.Therefore M/s D S Mulchandani & Co. Chartered Accountants Indore will complete theirtenure on the forthcoming AGM. After evaluation of the leading Auditing Firms the Boardof Directors has identified and recommended the appointment of M/s Fadnis & Gupte LLPChartered Accountants Indore (ICAI Firm Registration No. 006600C/ C400324) as theStatutory Auditor of the Company for a term of 5 years to hold office from the conclusionof the 34th Annual General Meeting until the conclusion of the 39th Annual General Meetingof the Company. M/s Fadnis & Gupte LLP Chartered Accountants Indore have expressedtheir willingness to be appointed as Statutory Auditors of the Company. They have furtherconfirmed that the said appointment if made would be within the prescribed limits underSection 141(3) (g) of the Companies Act 2013 and that they are not disqualified forappointment. Accordingly their appointment as Statutory Auditors of the Company from theconclusion of the 34th Annual General Meeting until the conclusion of the 39th AnnualGeneral Meeting of the Company is placed for your approval

There is no audit qualification reservation or adverse remark for theyear under review.

b. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Vatsalya Sharma Company Secretary in Practice (CP No. 19754) toconduct the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure-V" The secretarial audit report does not containany qualification adverse observations/remarks.

c. Cost Auditors:

As per the requirement of Section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Amendment Rules 2014 your Company isrequired to get its cost accounting records audited by a Cost Auditor.

M/s. Neeraj Maheshwari & Associates Practicing Cost Accountant(Firm Registration No. 002113) were appointed as cost auditor to conduct the cost auditof the company for financial year 2021-22.

Further the Board of Directors on the recommendation of AuditCommittee has appointed M/s Dhananjay V. Joshi & Associates Cost and ManagementAccountants (Firm

Registration No. 000030) Practicing Cost Accountants to conduct theaudit of the cost accounting records of the Company for Financial year 2022-23. Asrequired under the Companies Act 2013 resolution seeking members approval for theremuneration payable to Cost Auditor form part of the notice convening the AGM for theirratification.

d. Internal Auditor

The Company has appointed M/s Mehta Garg & Agrawal CharteredAccountants (Firm Registration No 019648C) as Internal Auditors to conduct internal auditof the function and activities of the Company. The Audit Committee of the Board ofDirectors in consultation with the Internal Auditors formulate the scope functioningperiodicity and methodology for conducting the internal audit.

26. Internal Control System and their Adequacy Internal FinancialControls

Your Company's internal control system is commensurate with its scaleof operations designed to effectively control the operations. The internal control systemsare designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets. Independent InternalAuditors conduct audit covering a wide range of operational matters and ensure compliancewith specified standards. Planned periodic reviews are carried out by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeof the Board of Directors. The Audit Committee reviews the adequacy and effectiveness ofinternal control systems and suggests ways of further strengthening them from time totime.

As per Section 134(5)(e) of the Companies Act 2013 the Directors havean overall responsibility for ensuring that the Company has implemented robust system andframework of Internal Financial Controls. This provides the Directors with reasonableassurance regarding the adequacy and operating effectiveness of controls with regards toreporting operational and compliance risks. The Company has devised appropriate systemsand framework including proper delegation of authority policies and procedures effectiveIT systems aligned to business requirements risk based internal audits risk managementframework and whistle blower mechanism.

27. Risk management

The company has laid down a well defined risk management mechanismcovering the risk mapping and trend analysis risk exposure potential impact and riskmitigation process. A detailed exercise is being carried out to identify evaluate manageand monitor and non-business risks. In line with SEBI Regulations your company has set upa Risk Management committee to monitor the risks and thier Mitigation Actions. The detailsof Risk Management committee are provided elsewhere in this report. During the year arisk analysis and assessment was conducted and no major risks were noticed which maythreaten the existence of the company.

28. Disclosure requirements

a) Corporate Governance:

Your Company is committed to maintain the highest standards ofCorporate Governance. Your Directors adhere to the stipulations set out in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

A separate report of the Board of Directors of the Company on CorporateGovernance is an integral part of the Annual Report and included as Annexure'VM' and theCertificate from M/s D S Mulchandani & Co. Chartered Accountants Indore (ICAI FirmRegistration No. 021781C) Statutory Auditors of the Company confirming compliance withthe requirements of Corporate Governance as stipulated in Regulation 34 read with ScheduleV of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed asAnnexure ‘VIM?.

b) Familiarisation Program for Independent Directors

Your Company has in place a Familiarisation Program for independentDirectors to provide insights into the Company's Business to enable them contributesignificantly to its success. The Senior Management makes presentations periodically tofamiliarise the Independent Directors with the strategy operations and functions of theCompany. The details of the familiarisation program of the independent directors areavailable on the website of the Company www.rajratan.co.in/investor/.

c) Dematerialisation of Shares

The shares of your Company are being traded in electronic form and theCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository system Members are requested toavail the facility of dematerialisation of shares with either of the Depositories asaforesaid. As on 31st March 2022 98.86% of the share capital standsdematerialised.

d) Policy on determining material subsidiary of the Company isavailable on the website of the Company www.rajratan. co.in/investor/.

e) Policy on dealing with related party transactions is available onthe website of the Company www.rajratan. co.in/investor/.

f) The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions are in line with the provisions of the section 177(9) of theCompanies Act 2013 read with regulation 22 of the Listing Regulations. The said policy isavailable on the website of the Company www.rajratan. co.in.

g) As required under section 134(q) there are no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

h) The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company.

i) The Company has adopted a Code of Conduct for Prevention of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulation 2015 with a view to regulate trading in securities by the Directors anddesignated employees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code. The Insider Trading Policy of theCompany covering code of practices and procedure for fair disclosure of unpublished pricesensitive information and code of conduct for the prevention of insider trading isavailable on the website of the Company at www.rajratan.co.in/investor.

j) As required by the Sexual Harassment of Women at Work Place(Prevention Prohibition & Redressal) Act 2013 the Company has formulated andimplemented a policy on prevention of sexual harassment at the workplace with a mechanismof lodging complaints and has formed required committee. During the year under review nocomplaints were reported.

k) The details of the Committees of Board are provided in the CorporateGovernance Report section of this Annual Report.

l) The details of credit ratings are disclosed in the CorporateGovernance Report which forms part of the Annual Report.

m) In accordance with the provisions of the Act and Listing Regulationsread with relevant accounting standards the consolidated audited financial statementforms part of this Annual Report.

n) The Company has followed applicable Secretarial Standards issued bythe Institute of Companies Secretaries of India.

o) As required under Section 134(3)(a) of the Act the Annual Return isput up on the Company's website i.e. www.rajratan.co.in/investors

p) As per the provisions of Companies (Acceptance of Deposits) Rules2014 the company has taken unsecured loan from directors during the year and the detailsof such loans have been disclosed in the ‘Notes to Account'.

29. Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided asa separate section in the Annual Report.

30. Cautionary Note:

The management discussion and analysis report containing your Company'sobjectives projections estimatesand expectation may constitute certain statements whichare forward looking within the meaning of applicable laws and regulations. The statementsin this management discussion and analysis report could differ materially from thoseexpressed or implied. Important factors that could make a difference to the Company'soperation include raw material availability and prices cyclical demand and pricing in theCompany's principal markets changes in the governmental regulations tax regimes forexmarkets economic developments within India and the countries with which the Companyconducts business and other incidental factors.

31. Annexures Forming A Part of Director?s Report

The Annexures referred to in this Report and other information whichare required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars
I Particulars of Conservation of Energy Technology and Foreign Exchange
II Report on Corporate Social Responsibility
III Managerial Remuneration and Particulars of Employees
IV Related Party Transactions
V Secretarial Audit Report
VI Corporate Governance Report
VII Certificate on Corporate Governance Report
VIII AOC-1
IX Business Responsibility Report

32. Human Resources and Industrial Relations:

The Company believes that its employees are critical to its success. Itis committed to providing them with skills and opportunities that aid their growth andprofessional development. The Company conducts training programs to improve technical andbehavioural skills business excellence management and leadership skills. It also createsawareness about company values and the code of conduct. The company believes in a safetyculture and implements policies and programmes to safeguard the health and well-being ofits people. It also strives to create a diverse and inclusive workplace that accommodatespeople from varied backgrounds with an unbiased attitude to personal preferencescultural or sexual orientation geographical origin etc.

33. Appreciation:

Your Board of Directors would like to convey their sincere appreciationfor the wholehearted support and contributions made by all the employees at all levels ofthe Company for their hard work solidarity cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customersshareholders vendors bankers business associates regulatory and government authoritiesfor their continued support.

For and on behalf of the Board
Sunil Chordia Shiv Singh Mehta
Place: Indore Chairman & Managing Director Director
Dated: 21st April 2022 DIN-00144786 DIN-00023523

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