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Ram Ratna Wires Ltd.

BSE: 522281 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE207E01023
BSE 00:00 | 26 Feb 92.95 -1.55
(-1.64%)
OPEN

97.50

HIGH

97.50

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91.85

NSE 05:30 | 01 Jan Ram Ratna Wires Ltd
OPEN 97.50
PREVIOUS CLOSE 94.50
VOLUME 13558
52-Week high 103.70
52-Week low 40.00
P/E 30.28
Mkt Cap.(Rs cr) 204
Buy Price 91.90
Buy Qty 200.00
Sell Price 92.95
Sell Qty 100.00
OPEN 97.50
CLOSE 94.50
VOLUME 13558
52-Week high 103.70
52-Week low 40.00
P/E 30.28
Mkt Cap.(Rs cr) 204
Buy Price 91.90
Buy Qty 200.00
Sell Price 92.95
Sell Qty 100.00

Ram Ratna Wires Ltd. (RAMRATNAWIRES) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting Company's 27 AnnualReport and Audited Statement of Accounts (standalone and consolidated) for the financialyear ended 31 March 2019.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial Yearended 31 March 2019 are presented below:

(र in Lakhs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations including Other Income 125355.09 105571.25 142639.98 116715.77
Earning before Interest taxes Depreciation and Amortisation 6411.20 6566.95 7094.66 7178.63
Less: Finance Cost 2442.25 1401.09 2909.77 1734.33
Less: Depreciation & Amortisation Expense 1526.34 990.25 1636.32 1091.07
Profit for the year before share of Profit in Jointly Controlled Entity 2442.61 4175.61 2548.57 4353.23
Share of (Loss)/Profit of Jointly Controlled Entity - - (82.31) (16.03)
Profit before Tax 2442.61 4175.61 2466.26 4337.20
Tax Expense 845.79 1524.54 870.30 1563.25
Profit for the year 1596.82 2651.07 1595.96 2773.95
Attributable to:
- Owners of the Company 1596.82 2651.07 1563.45 2717.30
- Non-Controlling Interest - - 32.51 56.65
Total Comprehensive Income 1986.46 4448.74 2023.61 4549.05
Attributable to:
- Owners of the Company 1986.46 4448.74 1990.60 4493.05
- Non-Controlling Interest - - 33.01 56.00

During the financial year 2018-19 revenue from operations includingother income on standalone basis is र 125355.09 Lakhs as against र 105571.25Lakhs in the previous year thereby growth of 18.74% over previous year. Earning beforeinterest taxes depreciation and amortization for the current year is र 6411.20Lakhs as against र 6566.95 Lakhs in the previous year. The operations and financialresults of the Company are elaborated in the Management Discussion and Analysis Report.

DIVIDEND

After considering the Company's profitability free cash flow andoverall financial performance the Board of Directors of the Company are pleased torecommend for approval of the members a final dividend of र 1.25 (previous yearर 1.25) per equity share of face value of र 5/- each (i.e. 25%) for thefinancial year ended on 31 March 2019. The dividend recommended if approved by themembers will be paid to members within the period stipulated under the Companies Act2013. The distribution of dividend will result in payout of र 275 lakhs excluding taxon dividend distribution and surcharge/ education cess thereon.

The dividend pay-out is in accordance with the Company's efforts to paysustainable dividend linked to long-term growth objectives of the Company and enhancingstakeholder value.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the generalreserves for the year under review.

CREDIT RATINGS

During the year the Company has sustained its long term bankfacilities credit rating of BBB+ assigned by India Ratings and Research (Ind-Ra). TheCompany's short term bank facilities credit rated as A2 by Ind-Ra. The Company enjoys asound reputation for its prudent financial management and its abilities to meet financialobligations.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report in compliance withRegulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") forms anintegral part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies Act 2013 readwith the rules issued thereunder the Consolidated Financial Statements of the Companyhave been prepared in the same form and manner as mandated by Schedule III to theCompanies Act 2013 and are in accordance with relevant Accounting Standards issued by theInstitute of Chartered Accountants of India.

The Consolidated Financial Statements together with the Auditor'sreport form part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE

Pursuant to the provisions of Section 129(3) of the Companies Act 2013and the Companies (Accounts) Rules 2014 the Company has attached along with theFinancial Statements a separate statement containing the salient features of thefinancial statements of its subsidiary and joint venture Company in Form AOC-1 formingpart of the consolidated financial statements in the manner prescribed under the CompaniesAct 2013 and rules made thereunder. The said form also highlights the financialperformance of the subsidiary and joint venture Company included in the consolidatedfinancial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts)Rules 2014.

Further in accordance with Section 136 of the Companies Act 2013 theAudited Financial Statements including the Consolidated Financial Statements and relatedinformation of the Company and Audited Accounts of its subsidiary are available onCompany's website at www.rrshramik.com. These documents will also be available forinspection by the Members at the Registered Office of the Company during business hours onall working days except Saturdays Sundays and National Holidays up to the date of theensuing Annual General Meeting ("AGM").

The Company has one Subsidiary Company Global Copper Private Limitedbased at Gujarat. The Company also has a Joint Venture company RR Imperial ElectricalsLimited in Bangladesh.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this report.There has been no change in the nature of business of the Company.

DIRECTORS KEY MANAGERIAL PERSONNEL AND CHAIRMAN

Shri Tribhuvanprasad Kabra resigned from the post of Managing directorw.e.f. 30 May 2019 and continues as a Non-executive Director.

He has also been appointed as the Chairman of the Company with effectfrom 1 June 2019. Consequent upon ceasing to be a Managing Director Shri TribhuvanprasadKabra will now be liable to retire by rotation in accordance with the provisions ofSection 152 and other applicable provisions of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014. Shri TribhuvanprasadKabra being eligible has offered himself for re-appointment at the ensuing AGM inaccordance with the provisions of the Companies Act 2013. The Directors recommend hisre-appointment at the AGM.

The Board of Directors on recommendation of the Nomination andRemuneration Committee has appointed Shri Mahendrakumar Kabra as Managing Director of theCompany for a period of 5 years with effect from 30 May 2019 to 29 May 2024 subject toapproval of shareholders at the ensuing Annual General Meeting changing his designationfrom Joint Managing Director to Managing Director.

During the year under review Shri Ramesh Chandak was appointed as anAdditional director of the Company with effect from 12 November 2018. He is beingrecommended for appointment as an Independent Director of the Company at the ensuing AGMfor a period of 5 years with effect from 12 November 2018. Further on the recommendationof the Nomination and Remuneration Committee the Board of Directors have re-appointedShri Sandeep Jhanwar and Shri Kannan Ramamirtham as Independent Directors of the Companyfor their second term of five years with effect from 1 April 2019 and re-appointed ShriPrashant Deshpande as in Independent Director of the Company for his second term witheffect from 1 April 2019 upto 18 February 2020 subject to approval of Shareholders atthe AGM.

During the financial year 2018-19 Shri Mukund Chitale ceased to be theDirector of the Company w.e.f. 12 November 2018. Further Shri Rameshwarlal Kabra andShri Satyanarayan Loya Directors of the Company retired with effect from closing ofbusiness hours on 31 March 2019 as per their resignation letters received from them. TheBoard places record its appreciation for all the guidance and assistance provided by ShriRameshwarlal Kabra Shri Satyanarayan Loya and Shri Mukund Chitale during their respectivetenures as the Directors of the Company.

During the year under review the Board of Directors of the Company onrecommendation of the Nomination and Remuneration Committee appointed Shri Saurabh Guptaas Key Managerial Personnel designated as Company Secretary of the Company w.e.f. 12November 2018 in place of Shri Madan Vaishnawa who resigned w.e.f. 31 October 2018.

The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as laid downin Section 149(6) of the Companies Act 2013 and the Listing Regulations.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Six (6) meetings of the Board of Directors were held during thefinancial year under review. The details of the meetings of the Board and its Committeesheld during the year under review are stated in the Corporate Governance Report whichforms part of this report.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of therequirements of the Companies Act 2013. The details relating to the same are given in theCorporate Governance report forming part of this Report. The Board has accepted allrecommendations made by the Audit Committee during the year.

FAMILIARISATION PROGRAMME

In compliance with the requirement of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogram for Independent Directors to familiarize them with the working of the Companynature of the industry in which the Company operates business model of the Company theirroles rights and responsibilities vis-a-vis the Company etc. Details of theFamiliarization Programme are explained in the Corporate Governance Report and is alsoavailable on the Company's website at 'www.rrshramik.com' under investor tab.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and theListing Regulations the Board in consultation with the Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual Directorsincluding Independent Directors. The framework is monitored reviewed and updated by theBoard in consultation with the Nomination and Remuneration Committee based on need andnew compliance requirements.

The annual performance evaluation of the Board its Committees and eachDirector has been carried out for the financial year 2018-19 in accordance with theframework. The details of evaluation process of the Board its Committees and ofindividual Directors including Independent Directors have been provided under theCorporate Governance Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and RemunerationPolicy in accordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations. The policy defines the criteria for the selectionof candidates for appointment as Directors Key Managerial Personnel and senior managementpositions. The relevant information has been disclosed in the Corporate Governance reportwhich forms part of this report.

The remuneration paid to the Directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations as amended from time totime.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied themconsistently and made judgements 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 and loss 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 Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 that such internal financial controls are adequate and were operatingeffectively; and

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

CHAIRMAN EMERITUS AND ALTERATION OF ARTICLES OF ASSOCIATION

The Board of Directors at its board meeting held on 30 May 2019 hasrecommended appointment of Shri Rameshwarlal Kabra as Chairman Emeritus of the Company andin view of the said proposal it is also proposed to alter the Articles of Association ofthe Company to incorporate relevant provisions authorising the Board to appoint ChairmanEmeritus. The necessary special resolution in relation to the proposed alteration of theArticles of Association is included in the Notice convening the AGM.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules practices and processesthrough which objectives of a corporate entity are set and pursued in the context of thesocial regulatory and market environment. It essentially involves balancing the interestsof various stakeholders such as Shareholders Management Customers Suppliers BankersGovernment and the community. Fundamentals of Corporate Governance includes transparencyaccountability and independence.

The Company is committed to follow good corporate governance practicesso as to create value and protect interests of various stakeholders. The Annual Reportcontains a separate section on Company's Corporate Governance practices together with acertificate from the Independent Secretarial Auditor a practicing company secretaryconfirming compliance as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which forms part of this Report.

LISTING

The Company's equity shares are listed on BSE Limited (BSE). TheCompany has paid annual listing fees to the Stock Exchange.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) the extract of theannual return as on 31 March 2019 in form MGT-9 is enclosed as Annexure-I to this report.Additionally your Company has also placed a copy of annual return on its website atwww.rrshramik.com/ corporate-governance/.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved and adoptedby Board of Directors in compliance with the provisions of Section 177(10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations.

The purpose of the policy is to enable employees Directors andbusiness associates to raise concerns regarding unacceptable or improper practices and/ orany unethical practices in the organization without the knowledge of the management. Allemployees Directors and business associates shall be protected from any adverse actionfor reporting any unacceptable or improper practice and/or any unethical practice fraudor violation of any law rule or regulation. Furthermore they are also free tocommunicate their complaints directly to the Chairman of the Audit Committee as stated inthe Policy. The policy is also available on the Company's website atwww.rrshramik.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 ofthe Companies Act 2013 the Company has constituted a CSR Committee. The Company has alsoformulated a CSR Policy which is available on the Company's website at www.rrshramik.com/corporate-governance/. The Annual Report on Company's CSR activities as per the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure-II and formspart of this report.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. Your Companyperiodically assesses the risks in the internal and external environment and incorporatesrisk mitigation plans in its strategy and business/operational plans.

Your Company has a well-defined risk management framework in place. Therisk management framework works at various levels across the enterprise. These levels formthe strategic defence cover of the Company's risk management. The Company has a robuststructure for managing and reporting on risks.

Your Company's Audit Committee monitors and reviews the risk mitigationplan. In the opinion of the Board there has been no identification of elements of riskthat may threaten the existence of the Company.

AUDIT AND AUDITORS REPORT

(1) Statutory Auditors

Pursuant to the provisions of the Act and the Rules made thereunderM/s. Bhagwagar Dalal & Doshi Chartered Accountants (Firm Registration Number -128093W) were appointed as Statutory Auditors of the Company from the conclusion of the25 AGM held on 16 September 2017 till the conclusion of the 30 AGM to be held in the year2022. M/s. Bhagwagar Dalal & Doshi Chartered Accountants have submitted a certificateconfirming that their appointment is in accordance with Section 139 read with Section 141and other applicable provisions of the Companies Act 2013 and Rules issued thereunder asamended from time to time.

The Audit Report of M/s. Bhagwagar Dalal & Doshi CharteredAccountants on the Standalone & Consolidated Financial Statements of the Company forthe Financial Year 2018-19 is a part of the Annual Report. The Reports do not contain anyqualification reservation adverse remark or disclaimer.

(2) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. Khanna & Co. a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year ended 31 March 2019. The Secretarial Audit Report for the financial yearended 31 March 2019 is annexed as Annexure-III and contains qualification reservationadverse remark or disclaimer with respect to submission of half yearly certificate givenunder regulation 40(9) of the listing regulations and transfer of shares corresponding tothe unpaid dividends in respect of financial years 2008-09 2009-10 and 2010-11. Theremarks along with Board's responses are stated below:

- Delays in issuance of share certificates subsequent to effectingtransfer of shares name deletion transmission and issuance of duplicate certificateduring the year ended 31 March 2019.

As mentioned in the Secretarial Audit Report the delays were due todelays in actioning and processing the requests by the Registrar and Transfer Agentbecause of spurt in volumes of transfers and demat requests due to changes in certain SEBIregulations such as discontinuing of physical share transfers effective 31 March 2019which resulted in huge volume of requests during the second half of the financial year2018-19. The Company has issued necessary instructions to the Registrar and Transfer toensure that there are no delays in actioning and processing the requests from shareholdersto effect transfer of shares name deletion transmission and issuance of duplicatecertificate etc.

- Delays in transferring shares in respect of which dividends have notbeen paid or claimed for seven consecutive years or more to the Investor Education andProtection Fund (IEPF) pursuant to the provisions of Sections 124 & 125 of theCompanies Act 2013 read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016. These delays were made in relationto the requirement of transferring shares corresponding to the unpaid dividends in respectof financial years 2008-09 2009-10 and 2010-11.

The Company has now completed the required transfer of shares to IEPFand filing of the prescribed Form IEPF-4 with the authority in relation to the financialyear 2008-09. Further the Company has commenced the prescribed procedure for transfer ofshares in respect of financial years 2009-10 and 2010-11 and has assured to complete thesepending transfers and the related filings by June 2019.

M/s. Khanna & Co. Company Secretaries have been re-appointed toconduct the secretarial audit and annual secretarial compliance audit for the financialyear 2019-20. They have confirmed that they are eligible for the said appointment.

(3) Cost Auditors

M/s. Poddar & Co. Cost Accountants (Firm Registration No.101734)have been appointed to conduct Cost Audit of the Company for the year ending 31 March2020. Pursuant to the provisions of Section 148 of the Act read with the Companies (Auditand Auditors) Rules 2014 members are requested to consider the ratification of theremuneration payable to M/s. Poddar & Co.

The remuneration of Cost Auditors has been approved by the Board ofDirectors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing Annual General Meeting. The Cost Auditors have confirmed thattheir appointment is within the limits prescribed u/s 141(3)(g) of the Companies Act 2013and that they are not disqualified from being appointed within the meaning of the saidAct.

(4) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies(Accounts) Rules 2014 the Board of Directors of the Company have appointed M/s. DMKH andCo. to conduct internal audit of the Company.

Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013 including rules made thereunder.

Applicability & Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Companies (Cost Records and Audit) Rules 2014 and other applicable provisionsof the Companies Act 2013 as amended from time to time the maintenance of cost recordsis applicable to the Company and the Company prepares and maintains proper and adequateaccounts and cost records as required under the Act.

Internal Financial Controls

The Company has in place adequate internal financial controls. Thetesting of key controls was also carried out independently by the Statutory Auditors ofthe Company as mandated under the provisions of the Companies Act 2013. In the opinion ofthe Board the existing internal financial controls framework is adequate and commensurateto the size and nature of the business of the Company.

Contracts or arrangements with related parties under Section 188(1) ofthe Companies Act 2013

With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under Section 188(1) of the Act enteredby the Company during the financial year were in the ordinary course of business and onan arm's length basis.

During the year the Company had not entered into any contract orarrangement with related parties which could be considered "material' according tothe policy of the Company on materiality of Related Party Transactions. Accordingly thedisclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to yourCompany. The details of Related Party transactions as per Indian Accounting Standards (INDAS) 24 may be referred at Note no. 34 of the Standalone Financial Statements forming apart of this Annual Report.

Particulars of Remuneration of Directors/KMP/Employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached asAnnexure-IV to this report.

Deposits

During the year under review the Company has not accepted any depositunder Chapter V of the Companies Act 2013.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Note no. 43 of theStandalone Financial Statements forming a part of this Annual Report.

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Companies Act 2013 the Company iscomplying with the Secretarial Standards issued by the Institute of Company Secretaries ofIndia and approved by Central Government with respect to Meetings of the Board ofDirectors and General Meetings.

Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 is attached as Annexure-V to thisreport.

Obligation of Company under the Sexual Harassment of Women at Workplace(prevention prohibition and redressal) Act 2013

The Company has zero tolerance for sexual harassment of women atworkplace and has adopted a Policy on prevention prohibition and redressal of sexualharassment of women at workplace and has also constituted an Internal Complaints Committeein line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal Act 2013) and the Rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace. All women associates(permanent temporary contractual and trainees) as well as any women visiting theCompany's premises or women service providers are covered under the said Policy. Themeetings of Sexual Harassment Committee are being conducted regularly to review anycomplaints of women employees.

During the year under review there was no complaint received by theCommittee constituted under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company is committed to provide a safe andhealthy working environment to all its employees.

Disclosures in relation to the Companies (share capital and debenture)Rules 2014

(a) the Company has not issued any equity shares with differentialrights during the year under review and hence no information as per provisions of Rule4(4) has been furnished;

(b) the Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Rule 8(13) has been furnished;and

(c) the Company does not have any ESOP scheme for itsemployees/Directors and hence no information as per provisions of Rule 12(9) has beenfurnished.

Significant and material orders passed by the regulators or courts

There were no significant and/or material orders passed by any Courtor Regulator or Tribunal which may impact the going concern status or the Company'soperations.

Industrial Relations

The Company maintained healthy cordial and harmonious industrialrelations at all levels. The enthusiasm and unstinting efforts of employees have enabledthe Company to remain at the leadership position in the industry. It has taken varioussteps to improve productivity across organization.

Green Initiative

The Company supports and pursues the ''Green Initiative'' of theMinistry of Corporate Affairs Government of India. The Company has effected electronicdelivery of Notice of Annual General Meeting and Annual Report to those Members whosee-mail IDs are registered with the Company / Depository Participants. The Companies Act2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial statements and annual report in electronic mode to the Members.For members who have not registered their email addresses physical copies are sent in thepermitted mode. Your Directors are thankful to the Members for actively participating inthe Green Initiative and seek your continued support for implementation of the greeninitiative.

Acknowledgement

Your Directors wish to convey their gratitude and appreciation to allof the Company's employees at all its locations for their tremendous personal efforts aswell as their collective dedication and contribution to the Company's performance.

Your Directors would also like to thank the Shareholders CustomersDealers Suppliers Bankers Government and all other business associates consultants andall the stakeholders for their continued support extended to the Company and theManagement.

For and on behalf of the Board of Directors
Place: Mumbai Mahendrakumar Kabra Hemant Kabra
Date: 30 May 2019 Managing Director Executive Director & CFO
DIN 00473310 DIN 01812586

Information required under Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration ofall the employees of the Company for the financial year 2018-19 is as follows: (र inLakhs)

Name of Director(s) Remuneration Per Annum Ratio of remuneration of Direcor to the Median Remuneration
Shri Rameshwarlal Kabra 1.30 0.58
Shri Tribhuvanprasad Kabra - -
Shri Mahendrakumar Kabra 131.27 58.67
Shri Satyanarayan Loya 3.25 1.45
Smt. Kirtidevi Kabra 1.10 0.49
Shri Mukund Chitale 0.55 0.25
Dr. Ajai Singh 1.50 0.67
Shri Sandeep Jhanwar 3.50 1.56
Shri R. Kannan 2.80 1.25
Shri Prashant Deshpande 1.70 0.76
Shri Hemant Kabra 42.00 18.77
Shri Upendra Kamath 1.70 0.76
Shri Ramesh Chandak 1.10 0.49

Notes:

1. The aforesaid details are calculated on the basis of remunerationfor the financial year 2018-19.

2. Median remuneration of the Company for all its employees is र 2.24 Lakhs for the financial year 2018-19.

3. The remuneration of Directors includes sitting fees paid to them forthe financial year 2018-19.

B. Details of percentage increase in the remuneration of each DirectorCFO & Company Secretary in the financial year 2018-19 are as follows:

(र in Lakhs)

Name Designation Remuneration Increase (%)
2018-19 2017-18
Shri Rameshwarlal Kabra Chairman 1.30 0.80 *
Shri Tribhuvanprasad Kabra$ Managing Director - - -
Shri Mahendrakumar Kabra$ Joint Managing Director 131.27 212.36 (38)
Shri Satyanarayan Loya Director 3.25 2.20 *
Smt. Kirtidevi Kabra Director 1.10 0.60 *
Shri Mukund Chitale# Director 0.55 1.80 *
Dr. Ajai Singh Director 1.50 0.60 *
Shri Sandeep Jhanwar Director 3.50 2.40 *
Shri R. Kannan Director 2.80 1.80 *
Shri Prashant Deshpande Director 1.70 1.00 *
Shri Hemant Kabra Executive Director & CFO 42.00 36.24 16
Shri Upendra Kamath Director 1.70 0.40 *
Shri Ramesh Chandak# Director 1.10 - *
Shri Madan Vaishnawa Company Secretary 21.52 23.19 **
Shri Saurabh Gupta Company Secretary 3.10 - **

* Percentage increase in Remuneration not given as only sitting fees ispaid to them as per their attendance in Board and Committee meetings.

** Percentage increase not reported as Shri Madan Vaishnawa resigned asCompany Secretary and Shri Saurabh Gupta appointed as new Company Secretary during thefinancial year 2018-19.

$ Shri Tribhuvanprasad Kabra was appointed as Chairman w.e.f. 1 June2019 and Shri Mahendrakumar Kabra was appointed as Managing Director w.e.f. 30 May 2019.

# Shri Mukund Chitale resigned as Independent Director of the Companyw.e.f. 12 November 2018 due to his pre-occupation and Shri Ramesh Chandak was appointedas Additional Independent Director w.e.f. 12 November 2018.

C. Percentage increase in the median remuneration of all employees inthe financial year 2018-19:

(र in Lakhs)
Particulars 2018-19 2017-18 Increase (%)
Median Remuneration of all employees per annum 2.24 2.06 0.18

st

D. Number of permanent employees on the rolls of the Company as on 31March 2019 : 940 Employees

E. Comparison of average percentage increase in salary of employeesother than the key managerial personnel and the percentage increase in the key managerialremuneration:

(र in Lakhs)

Particulars 2018-19 2017-18 Increase (%)
Average Salary of all employees (other than key managerial personnel) 2.96 2.89 2
Key Managerial Personnel
- Salary of Joint Managing Director 131.27 212.36 (38)
- Salary of CFO 42.00 36.24 16
- Salary of CS 24.62 23.19 As per clause B above

F. Key Parameters for the variable component of remuneration paid toDirector's:

The key parameters for the variable component of remuneration to theDirectors are decided by the Nomination and Remuneration

Committee in accordance with the principles laid down in the Nominationand Remuneration Policy.

G. There are no employees of the Company who receive remuneration inexcess of the highest paid Director of the Company.

H. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 it is affirmed that the remunerationpaid to the Directors Key Managerial Personnel and senior management is as per theNomination and Remuneration Policy of your Company.

I. The Statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the Members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered office of the Company and has been uploaded on the website of the Companyat www.rrshramik.com. Any shareholder interested in obtaining a copy of the same may writeto the Company Secretary.

“Annexure V” to the Directors' Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Section 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014

A) ENERGY CONSERVATIONS MEASURES TAKEN

Climate change due to global warming is the biggest disaster the humanrace and in fact all living things on earth have to face. Excessive emission of carbondioxide (Green House Gas) in the atmosphere especially during thermal generation ofelectricity is one of the major causes for climate change.

Thousands of school students around the world walked out of class onFriday 24 May 2019 to demand action on climate change with a view to bring publicawareness to take all measures including conserving energy (as reported by Washingtoncorrespondent in Indian Express Kannur edition dated 25 May 2019 under caption"Climate change marches may change perception") .

By conserving all forms of energy including electrical energy we canrestrict the emission of carbon dioxide to prevent further damage. This is a collectiveinternational effort.

Your Company has already been in the forefront in this regard for overa decade. Some of the measures taken for conservation include technological upgradationof processing methods monitoring energy consumption daily machine wise consumptionanalysis energy accounting and auditing corrective and preventive action in case ofdeviation from target level to achieve higher level of energy efficiency. Tapping the windenergy for ventilation by installing M S roof ventilator fans harnessing sun light bysuitable rooftop acrylic sheets and LED bulbs for lighting energy efficient motors andequipments for process extraction of heat energy from waste heat for processingrecycling of R O water for gardening purpose etc are some of the measures undertaken byyour company to conserve energy.

This is a collective effort by every individual of the company. Inorder to percolate the awareness on all forms of energy conservation among every level ofemployees seminars & training programs have been conducted regularly &periodically. Further company's Energy Policy and tips for energy saving have beendisplayed in flex boards at important location throughout the factory and it's premisesfor educating the employees in this regard.

In recognition of the high levels of Standards achieved in all aspectsof Energy Management Systems (EnMS) your Company has been awarded ISO 50001:2011certification.

B) TECHNOLOGY ABSORPTION

Your Company continues to import wire enameling machines and equipmentswhich improve quality of products and reduces its wastage while enhancing better customersatisfaction. Company has not imported any Technology and Process in this regard.Nevertheless in line with company's philosophy your company continues to developtechnology and advanced processing techniques in-house keeping pace with the developmentsabroad.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(र in Lakhs)

Particulars Year ended 31 March 2019 Year ended 31 March 2018
Earnings in foreign currency 6021.20 5164.89
Expenditure in foreign currency 37969.93 29877.72

 

For and on behalf of the Board
Place: Mumbai Mahendrakumar Kabra Hemant Kabra
Date: 30 May 2019 Managing Director Executive Director & CFO
DIN 00473310 DIN 01812586

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