Directors Report of Ram Ratna Wires Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual Report along with the revised audited financial statements (Standalone
and Consolidated) of Ram Ratna Wires Limited (the "Company") for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The key highlights of financial performance of the Company on Standalone and Consolidated basis for the financial year ended
March 31, 2025 as compared to the previous financial year are summarised below:

(? in lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	3,62,267.94	2,95,917.72	3,67,674.93	2,98,334.49
Other Income	1,839.92	1,607.18	1,780.33	1,500.55
Earning before Interest, Taxes, Depreciation and Amortisation Expense (including Other Income)	16,969.04	13,732.28	17,409.53	13,398.56
Less: Finance Cost	5,148.11	3,809.27	5,368.25	3,998.97
Less: Depreciation & Amortisation Expense	2,010.44	1,781.82	2,212.23	1,967.58
Profit for the year before share of Profit in Jointly Controlled Entities	9,810.49	8,141.19	9,829.05	7,432.01
Share of (Loss)/Profit of Jointly Controlled Entities	-	-	(113.37)	32.02
Profit before Tax	9,810.49	8,141.19	9,715.68	7,464.03
Tax Expense	2,638.17	2,144.63	2,695.31	2,002.38
Profit for the year	7,172.32	5,996.56	7,020.37	5,461.65
Attributable to:
- Owners of the Company	7,172.32	5,996.56	7,015.12	5,608.90
- Non-Controlling Interest	-	-	5.25	(147.25)
Total Comprehensive Income	6,486.96	12,774.76	6,286.55	12,235.20
Attributable to:
- Owners of the Company	6,486.96	12,774.76	6,282.37	12,382.16
- Non-Controlling Interest	-	-	4.18	(146.96)
Opening balance in Retained Earnings	40,705.45	24,849.50	39,689.87	24,220.75
Amount available for Appropriation	6,486.96	18,055.95	6,667.33	17,669.12
Dividend paid	1,100.00	2,200.00	1,100.00	2,200.00
Closing balance in Retained Earnings	46,092.41	40,705.45	45,257.20	39,689.87

PERFORMANCE HIGHLIGHTS

During the financial year 2024-25, your Company achieved a
growth of 22.42% in revenue from operations on standalone
basis, with the revenue increasing from ? 2,95,917.72 Lakhs
(FY 2023-24) to ? 3,62,267.94 Lakhs (FY 2024-25) and on
consolidated basis achieved growth of 23.24%, with the
revenue increasing from ? 2,98,334.49 Lakhs (FY 2023-24) to
? 3,67,674.93 Lakhs (FY 2024-25). Earnings before interest,

taxes, depreciation and amortization (including other income)
on standalone basis for the current year is ? 16,969.04 Lakhs
as against ? 13,732.28 Lakhs in the previous year thereby
registering a growth of 23.57% and on consolidated basis is
? 17,409.53 Lakhs as against ? 13,398.56 Lakhs in the previous
year, registering a growth of 29.94%. The detailed operational
and financial performance of the Company are elaborated in
the Management Discussion and Analysis Report forming
part of this Annual Report.

DIVIDEND

The Board of Directors are pleased to recommend a dividend
of ? 2.50 per equity share (previous year ? 2.50) on face value
of ? 5/- each (i.e. 50%) for the financial year ended March
31, 2025. The record date for the purpose of payment of
dividend is August 18, 2025. The dividend, if approved by the
Members at the ensuing Annual General Meeting ("AGM"), will
be paid to the Members within the period stipulated under the
Companies Act, 2013 ("the Act"). The distribution of dividend
would involve a cash outflow of about ? 1,165.66 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the shareholders and the Company is
required to deduct tax at source (TDS) from dividend paid to
the Members at prescribed rates as per the Income-Tax Act,
1961 and accordingly payment of dividend will be made after
deduction of TDS as applicable.

The Dividend Distribution Policy in terms of Regulation 43A
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is available
on website of the Company and can be accessed at
https://www.rrshramik.com/investor/corporate-governance/

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any
amount to the reserves for the financial year ended March 31,
2025.

CAPITAL STRUCTURE

AUTHORIZED AND PAID-UP SHARE CAPITAL

During the year under review, there was no change in the
Authorized Share Capital of the Company. The Authorized
Share Capital of the Company as on March 31, 2025 stood at
? 25,00,00,000 (Rupees Twenty-Five Crores only) divided into
5,00,00,000 (Five Crores) Equity Shares of ? 5/- (Rupees Five
only) each.

The issued, subscribed and paid-up capital of the Company
increased from ? 22,00,00,000 (Rupees Twenty-Two Crores
only) divided into 4,40,00,000 (Four Crores Forty Lakhs) Equity
Shares of ? 5/- (Rupees Five only) each to ? 22,02,10,000
(Rupees Twenty-Two Crores Two Lakh Ten Thousand only)
divided into 4,40,42,000 (Four Crores Forty Lakhs and Forty
Two Thousand) Equity Shares of ? 5/- (Rupees Five only),
during the year under review, pursuant to allotment made by
the Company upon exercise of options by employees under
the RRWL Employee Stock Option Plan 2023.

The Company''s equity shares are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE).

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER

REVIEW

i) Scheme of Amalgamation (merger by absorption) of
Global Copper Private Limited, a material subsidiary
company ("Transferor Company"), with and into the
Company and their respective shareholders ("Scheme"):

The Board, at its meeting held on June 13, 2024 approved
the revised Scheme of Merger of its material subsidiary,
Global Copper Private Limited ("Transferor Company")
with and into the Company and their respective
shareholders. Pursuant to the changes suggested
by SEBI in the Scheme with regards to the public
e-Voting requirement and the request of BSE Limited,
the Company had filed a fresh application with the Stock
Exchanges and SEBI. After receipt of NOC''s from Stock
Exchanges the Company submitted the same to the
Hon''ble National Company Law Tribunal, Mumbai Bench
("NCLT") for approval. The NCLT vide its order dated May
29, 2025, has accorded its approval to the Scheme under
section 230 to 232 and other applicable provisions of the
Act read with the relevant Rules framed thereunder. The
copy of the said order has been filed with the Registrar
of Companies, Mumbai on June 23, 2025. The appointed
date of the Scheme is April 1, 2024.

Upon the scheme coming into the effect the Company
shall without any further application, act, instrument or
deed, issue and allot 6 (Six) fully paid equity shares of
? 5/- (Rupees Five only) each for every 1 (One) fully paid
equity share of ? 10/- (Rupees Ten only) each held by the
shareholders (excluding the Transferee Company) in the
Transferor Company, whose names appear in the register
of members of the Transferor Company on the Record
Date i.e. June 25, 2025. As part of the Scheme, the shares
held by the Company in the Transferor Company shall
stand cancelled.

ii) Change in status of Epavo Electricals Private Limited
from Joint Venture Subsidiary Company to Joint Venture
Company:

During the year under review, pursuant to the execution of
the Deed of Amendment to the Joint Venture Agreement
on September 30, 2024 and consequent changes in the
shareholding structure, the stake of the Company in
Epavo Electricals Private Limited ("Epavo") has been
reduced from 74% to 50%. Accordingly, Epavo, ceased to
be a subsidiary of the Company and continuing as a joint
venture company only.

iii) Acquisition of stake in Tefabo Product Private Limited
and making it a subsidiary of the Company:

During the year under review, the Board of Directors of
the Company, at its meeting held on October 14, 2024,
approved the acquisition of 60% of the paid-up share
capital of Tefabo Product Private Limited ("Tefabo"),
based on the recommendation of the Audit Committee.

Subsequently, the Company executed a Share Purchase
Agreement ("SPA") and a Shareholders'' Agreement
("SHA") on November 07, 2024, to give effect to the
said acquisition. Pursuant to the execution of these
agreements, Tefabo Product Private Limited became a
subsidiary of the Company.

Further the Board of Directors at its meeting held on May
29, 2025 have approved an additional acquisition of 4%
stake in Tefabo thereby increasing the stake of Company
from 60% to 64% of the paid-up share capital of Tefabo.

iv) Setting up of new manufacturing facility / plant at
Rajasthan:

The Company is in the process of setting up a new
manufacturing facility / plant at Salarpur Industrial Area,
Bhiwadi, Distt-Alwar, Rajasthan. The Board of Directors
of the Company at its meeting held on August 2, 2024,
approved an enhancement in the expected amount of
investment at Bhiwadi plant from ? 200 Crores to ? 700
Crores, over a period of 3 (three) years.

During the year 2024-25, the construction phase continued
and in the current fiscal year i.e. 2025-26, the unit has
commenced the manufacturing of products. The new
plant will help the Company to increase its product range
and will add value to its current business operations.

CREDIT RATINGS

During the year under review, the Company has been assigned
credit rating of CARE A-; Stable (previous IND BBB ) for its
long-term bank facilities and CARE A2 (previous IND A2) for
its short-term bank facilities by CARE Ratings Limited. The
upgradation in ratings indicates the Company''s discipline for
its prudent financial management and its ability regarding
timely servicing of financial obligations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as stipulated under Regulation 34
of the Listing Regulations, is presented in a separate section
forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR)
pursuant to the Regulation 34 (2) (f) of the Listing Regulations
has been prepared on a voluntary basis by the Company for
the financial year 2024-25, which forms a part of this Annual
Report.

SUBSIDIARY AND JOINT VENTURES

As on March 31, 2025, your Company has one subsidiary
company, Tefabo Product Private Limited ("Tefabo"), having
registered office in Bangalore and two joint venture companies,
Epavo Electricals Private Limited, having registered office in
Maharashtra and RR-Imperial Electricals Limited, based in
Bangladesh.

During the year under review, Epavo Electricals Private Limited
ceased to be a subsidiary of the Company and continued as
a joint venture. Further Tefabo became a subsidiary of the
Company. The details of same are mentioned in section "Key
Business Developments during the year under review"above.

During the year, the Board of Directors reviewed the affairs of
the joint ventures and subsidiary. Pursuant to the provisions
of Section 129(3) of the Act and other applicable provisions
of the Act read with the rules issued thereunder and the
Listing Regulations, the revised Consolidated Financial
Statements of the Company have been prepared in the same
form and manner as mandated by Schedule III to the Act
and are in accordance with the applicable Ind AS. Further in
accordance with Rule 5 of the Companies (Accounts) Rules,
2014, a separate statement containing the salient features
of the financial statements of its subsidiary and joint venture
companies in Form AOC-1, forms part of the said revised
Consolidated Financial Statements. The said form also
highlights the financial performance of the subsidiary and
joint venture Companies included in the revised consolidated
financial statements of the Company pursuant to Rule 8(1) of
the Companies (Accounts) Rules, 2014.

The revised Consolidated Financial Statements together with
the Auditor''s report forms part of this Annual Report. Further,
in accordance with Section 136 of the Act, the revised Audited
Financial Statements, including the revised Consolidated
Financial Statements and related information of the Company
and separate Audited Financial Statements in respect of
its subsidiaries are available on Company''s website at
www.rrshramik.com.

Pursuant to the Listing Regulations, the Company has
formulated a policy for determining its material subsidiaries.
The said policy is available on the website of the
Company at https://www.rrshramik.com/investor/corporate-
governance/.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company occurring
between the financial year ended March 31, 2025, to which
the financial statements relate and the date of this report.
Further there has been no change in the nature of business
of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company comprises of
eminent people with rich experience and leadership qualities
along with strong financial acumen and significant degree of
commitment towards the Company. As on March 31, 2025,
your Company''s Board had 8 (Eight) Members. The details of
composition of Board of Directors, its Committees and other
details are described in "Report on Corporate Governance",
forming part of this Annual Report.

Pursuant to the applicable provisions of the Act, read with
the rules made thereunder and the Articles of Association
of the Company, Shri Hemant Mahendrakumar Kabra
(DIN: 01812586), Joint Managing Director, will retire by rotation
at the ensuing AGM and being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment.
The Managing Director (excluding the Joint Managing
Director) and Independent Directors of the Company are not
liable to retire by rotation.

During the year under review, based on the recommendations
of the Nomination and Remuneration Committee and approval
of the Board of Directors and Shareholders, the following
appointments were made:

• Shri Ashok Kumar Goel (DIN: 00025350) appointed as
an Additional Non-Executive Independent Director of
the Company for a period of five (5) years from August
03, 2024 to August 02, 2029. The shareholders of the
Company approved the appointment of Shri Goel as an
Independent Director of the Company at the AGM held
on September 03, 2024. Shri Goel is registered in the
data bank maintained by the Indian Institute of Corporate
Affairs ("IICA") and is exempted from appearing the
proficiency test conducted by IICA and confirms to the
criteria of independence prescribed under the Act and the
Listing Regulations.

• Shri Hitesh Laxmichand Vaghela (DIN:00030133),
appointed as an Additional Non-Executive Director of
the Company with effect from August 03, 2024 and the
shareholders of the Company approved the appointment
of Shri Vaghela as a Non-Executive Director of the
Company at the AGM held on September 03, 2024.

Further the Board of Directors based on the recommendations
of the Nomination and Remuneration Committee and Audit
Committee at their meetings held on May 29, 2025 and June
23, 2025 have approved below changes:

• Shri Hemant Mahendrakumar Kabra (DIN: 01812586)
stepped down from the position of President and Chief
Financial Officer (Executive Director) of the Company
w.e.f. close of business hours of May 31, 2025 and
has been appointed as Joint Managing Director of the
Company for a period of five (5) years w.e.f. June 01,2025
subject to approval of the Members of the Company.

• Shri Rajeev Maheshwari has been appointed as Chief
Financial Officer ("CFO") of the Company w.e.f. June 01,
2025.

• Shri Sumeet Mahendrakumar Kabra (DIN: 01751282) has
been appointed as an Additional Director of the Company
w.e.f. June 01, 2025 to hold office up to date of the
ensuing AGM and thereafter, subject to approval of the
Members of the Company, as a Whole Time Director of
the Company designated as an "Executive Director" for a
term of five years with effect from June 01, 2025.

• Shri Sanjay Agarwal (DIN: 10318163) appointed as an
Additional Non-Executive Independent Director of the
Company for a period of five (5) years from June 01,2025
subject to approval of the Members of the Company. Shri
Agarwal is registered in the data bank maintained by
the Indian Institute of Corporate Affairs ("IICA") and is
exempted from appearing the proficiency test conducted
by IICA and confirms to the criteria of independence
prescribed under the Act and the Listing Regulations.

• Shri Hitesh Laxmichand Vaghela (DIN: 00030133), a Non¬
Executive Director of the Company has been appointed
as Whole-Time Director, designated as an Executive
Director of the Company, for a period of five (5) years
commencing from June 23, 2025, to June 22, 2030,
subject to the approval of the Members of the Company.

The Company has received necessary declarations from all the
Independent Directors confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act, along
with the Schedule and Rules made thereunder and Regulation
16(1)(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgement and without any
external influence. Further, they have complied with the Code
for Independent Directors prescribed under Schedule IV of the
Act and they have registered themselves with the Independent

Directors'' database maintained by the Indian Institute of
Corporate Affairs (IICA). There has been no change in the
circumstances affecting their status as Independent Directors
of the Company. Further a certificate of Non-disqualification
of Directors pursuant to the Listing Regulations is attached
and forms a part of this Annual Report.

During the year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission (given
to Non-Executive Independent Directors) and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Board / Committees of the Company and
dividend, as applicable.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:

i) Shri Mahendrakumar Rameshwarlal Kabra, Managing
Director

ii) Shri Hemant Mahendrakumar Kabra, Joint Managing
Director

iii) Shri Rajeev Maheshwari, Chief Financial Officer

iv) Shri Saurabh Gupta, AGM - Company Secretary

During the year under review, i.e. 2024-25, there have been no
changes in the Key Managerial Personnel of the Company.
Post March 31, 2025, Shri Hemant Mahendrakumar Kabra
stepped down from the position of President and Chief
Financial Officer (Executive Director) of the Company w.e.f.
close of business hours of May 31, 2025 and has been
appointed as Joint Managing Director of the Company and
Shri Rajeev Maheshwari has been appointed as new Chief
Financial Officer (CFO) of the Company w.e.f June 01, 2025.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES

Meetings of the Board and its Committees are held at regular
intervals to discuss and decide on the various business
policies, strategies, financial matters and other businesses.

The Board of Directors held Seven (7) meetings during the
financial year under review. The particulars of the meetings
of the Board and its Committees held during the year under
review and the attendance of each Director / Member are
stated in the Corporate Governance Report, which forms part
of this Annual Report.

The intervening gap between any two Board meetings did
not exceed 120 days, as prescribed by the Act and the Listing
Regulations.

COMMITTEES OF THE BOARD

As required under the Act and the Listing Regulations, your
Company has constituted Four (4) Statutory Committees:
Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee and Stakeholders
Relationship Committee.

The details relating to the composition of the Committees,
including its terms of reference, powers, details of meetings
held during the year and attendance of Members etc. of
relevant Committees are provided in the Corporate Governance
Report, forming part of this Annual Report and it is in line with
the provisions of the Act and the Listing Regulations.

Further, the Board has accepted all the recommendations
made by the Committees during the year.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the
Independent Directors are familiarized with the operations and
functioning of the Company at the time of their appointment
and further the Company has put in place framework for a
structured induction and familiarization programmes for all its
Directors, including the Independent Directors on an ongoing
basis to familiarize them with the business and operations
of the Company, new initiatives, regulatory updates, nature
of the industry in which the Company operates, their roles,
rights, duties and responsibilities vis-a-vis the Company, etc.
Periodic presentations are made at the Board meetings on
business and performance updates of the Company including
Finance, Marketing, Human Resource, developments in
Information Technology, adoption of new technologies, an
overview of business operations of subsidiary, etc by the
respective Functional Heads.

The details of the familiarization programmes are provided in
the Corporate Governance Report forming part of this Annual
Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and the Listing
Regulations, a framework is formulated containing, inter-alia,
the criteria for performance evaluation of the entire Board
of the Company, its Committees and individual Directors,
including Independent Directors. The framework is monitored,
reviewed and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based on need
and new compliance requirements with the aim to improve
the effectiveness of the Board and the Committees.

The annual performance evaluation of the Board, its
Committees and each Director including the Chairman
has been carried out for the financial year 2024-25 in
accordance with the framework. The Independent Directors
at their separate meeting reviewed the performance of:
Non-Independent Directors, the Board as a whole and the
Chairman of the Company after taking into account the inputs
from Executive Directors and Non-Executive Directors. The
Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively
and reasonably perform the duties.

The details of the evaluation process of the Board, its
Committees and of Individual Directors, including Independent
Directors have been provided under the Corporate Governance
Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION
POLICY

On the recommendation of the Nomination and Remuneration
Committee, the Board has formulated and adopted a
comprehensive Nomination and Remuneration Policy
for its Directors, Key Managerial Personnel and Senior
Management. The policy is in accordance with Section
178 of the Act, read with the Rules made thereunder
and Regulation 19 of the Listing Regulations and the
same is available on the website of the Company at
https://www.rrshramik.com/investor/corporate-governance/.

The appointment and remuneration of Directors are
recommended by the Nomination and Remuneration
Committee (NRC) based on the framework and policy laid
down which sets out the guiding principles. The remuneration
paid to the Directors is in accordance with the Nomination
and Remuneration Policy. The Executive Directors are not paid
sitting fees; however, the Non-Executive Directors are entitled
to sitting fees for attending the Board / Committee Meetings
and the Independent Directors are entitled to commission as
recommended by the NRC and approved by the Board along
with sitting fees for attending the Board and Committee
meetings. The relevant information has been disclosed in the
Corporate Governance Report which forms part of this Annual
Report.

Except the sitting fees for attending the Board and Committee
meetings of the subsidiary company, neither the Managing
Director, nor the Executive Director has received any
remuneration or commission from any of the subsidiary
companies. Further, the Company doesn''t have any holding
company.

Employees Stock Option Scheme (ESOP)

The Employee Stock Option Scheme of the Company titled
RRWL Employee Stock Option Plan 2023" ("the plan / ESOP
Scheme") was implemented in the financial year 2023-24.
During the financial year 2024-25, there had been no change
in the ESOP Scheme of the Company and the same is in
compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (''the SBEB Regulations'').

The disclosure under Regulation 14 of the SBEB Regulations
is available on Company''s website and can be accessed at
https://www.rrshramik.com/investor/annual-reports/.
Further, pursuant to Regulation 13 of the SBEB Regulations,
a certificate from M/s. Khanna & Co., Secretarial
Auditors of the Company, stating that the ESOP Scheme
has been implemented in accordance with the SBEB
Regulations and in accordance with the resolutions
passed at the general meeting of the Company, shall
be placed before the Members at the ensuing AGM
and is available on the website of the Company at
https://www.rrshramik.com/investor/annual-reports/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134 of the Act, with
respect to Directors'' Responsibility Statement, the Board of
Directors, to the best of their knowledge and ability, confirm
that:

a) in the preparation of the revised annual accounts for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there are
no material departures from the same;

b) they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at
March 31,2025 and of the profit of the Company for the
year ended on that date;

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

d) they have prepared the revised annual accounts for the
financial year ended March 31, 2025 on a going concern
basis;

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

f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules, practices and
processes through which the objectives of a corporate entity
are set and pursued in the context of the social, regulatory
and market environment. It essentially involves balancing
the interests of various stakeholders, such as Shareholders,
Management, Customers, Suppliers, Bankers, Government
and the Community. Fundamentals of Corporate Governance
includes transparency, accountability and independence.

The Company is committed to maintain high standards of
good corporate governance practices and adheres to the
Corporate Governance requirements stipulated under the
Listing Regulations. Pursuant to Regulation 34 read with
Schedule V of the Listing Regulations, the Annual Report
contains a separate section on Company''s Corporate
Governance practices, together with a certificate from the
Independent Secretarial Auditor, confirming its compliance
with corporate governance norms stipulated in the Listing
Regulations annexed to the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Company''s equity shares are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE). The
Company has paid annual listing fees to the Stock Exchanges
for the financial year 2025-26. The shares of the Company
are actively traded on BSE as well as NSE and have not been
suspended from trading.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act
read with the Companies (Management and Administration)
Rules, 2014, the annual return in Form MGT-7 as on March
31, 2025 is available on the website of the Company at
https://www.rrshramik.com/investor/annual-reports.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved
by the Board of Directors and has established the necessary
vigil mechanism to ensure that the activities of the Company
and its employees are conducted with a highest standards of
ethical, moral, fair, legal and transparent manner in compliance
with the provisions of Section 177(9) and (10) of the Act and
Regulation 22 of the Listing Regulations.

The purpose of the policy is to provide a formal mechanism
to enable Directors, employees and business associates to
raise genuine concerns regarding unacceptable or improper
practices and / or any unethical practices in the organization
without the knowledge of the management. The policy also

provides protection to those who avail the mechanism and
also provides direct access to the Chairman of the Audit
Committee. The policy is available on the Company''s website at
https://www.rrshramik.com/investor/corporate-governance/.

During the year under review, your Company has not received
any complaints under the vigil mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is
an integral part of its business. It seeks to operate its business
in a sustainable manner which would benefit the society at
large in alignment with the interest of its stakeholders. Your
Company has in place Corporate Social Responsibility (CSR)
Committee in compliance with the provisions of Section
135 of the Act, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014. Details of the composition
of the CSR Committee have been disclosed separately as part
of the Corporate Governance Report, which is a part of this
Annual Report. The CSR committee of the Company inter alia
gives strategic directions to the CSR initiatives, formulates
and reviews annual CSR plan(s) and programmes, formulates
annual budget for the CSR programmes and monitors
the progress on various CSR activities. The Company is
undertaking various CSR programs and initiatives to improve
the quality of life for all communities through integrated and
sustainable development in every possible way at various
locations across India. The brief outline of the CSR policy
of the Company along with the initiatives undertaken by the
Company on Corporate Social Responsibility (CSR) activities,
in accordance with Schedule VII of the Act, during the financial
year 2024-25 are annexed as Annexure-I of this report as per
the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to
time. The CSR Policy of the Company is available at https://
www.rrshramik.com/investor/corporate-governance/.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. The Company through its risk
management framework periodically assesses the risks that
impact the medium and long term objectives of the Company
in the internal and external environment and aim to contain
the risk within its risk appetite.

The Company has a robust structure for managing and
reporting on risks and capitalize on opportunities. Mitigation
plans are prepared for significant risks and are reviewed and
monitored by Management team on a continuous basis.

Your Company''s Audit Committee monitors, reviews the
risk mitigation plan and ensures its effectiveness and has
additional oversight in the area of financial risks and controls.
In the opinion of the Board there has been no identification
of elements of risk that may threaten the existence of the
Company.

AUDITORS AND THEIR REPORT''S

(1) Statutory Auditors

M/s. Bhagwagar Dalal & Doshi, Chartered Accountants
(Firm Registration No. 128093W), were appointed as
the Statutory Auditors of the Company by the Board of
Directors at their meeting held on May 23, 2022 on the
recommendations of the Audit Committee. The Members
of the Company at the 30^th AGM held on September 21,
2022, approved their re-appointment for a second term
of 5 (five) consecutive years i.e. from the conclusion
of the 30^th AGM till the conclusion of the 35^th AGM of
the Company to be held in the year 2027. Further, they
have confirmed their eligibility under Section 141 of the
Act and the Rules framed thereunder. As required under
the Listing Regulations, the Statutory Auditors have
also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Audit Reports of M/s. Bhagwagar Dalal & Doshi,
Chartered Accountants on the revised Standalone &
Consolidated Financial Statements of the Company
for the Financial Year 2024-25 are a part of this
Annual Report. Statutory Auditors have expressed
their unmodified opinion on the revised Standalone &
Consolidated Financial Statements and their Reports
do not contain any qualifications, reservations, adverse
remarks or disclaimer.

(2) Secretarial Auditors

M/s. Khanna & Co., Practicing Company Secretaries
(Firm''s Unique Identification No. P2014MH032900), were
appointed by the Board of Directors of the Company on
the recommendations of the Audit Committee, as the
Secretarial Auditors to carry out the Secretarial Audit of
the Company for the financial year 2024-25, pursuant
to Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit Report
submitted by them in the prescribed Form MR-3 is
attached as Annexure-II to this report and it does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

Further, pursuant to the Listing Regulations, the Board
of Directors, on the recommendations of the Audit
Committee, hereby recommends the appointment of M/s.

Khanna & Co., Practicing Company Secretaries (Firm''s
Unique Identification No. P2014MH032900), subject to
approval from the Members of the Company at the ensuing
AGM, to conduct the secretarial audit of the Company for
one term of five consecutive years, commencing from
April 01,2025 to March 31,2030. The firm has confirmed
their eligibility for the said appointment as per the Listing
Regulations and have also confirmed that they hold a
valid certificate issued by the Peer Review Board of The
Institute of Company Secretaries of India.

(3) Cost Auditors

In terms of the provisions of Section 148 of the Act, read
with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, M/s. Poddar & Co.,
Cost Accountants (Firm Registration No. 101734) have
been re-appointed by the Board of Directors based on
the recommendation received from the Audit Committee,
to conduct Cost Audit of the Company for the financial
year ending March 31, 2026. M/s. Poddar & Co. have
confirmed that their appointment is within the limits
prescribed under the Act and that they are not disqualified
from being appointed within the meaning of the said Act
and have issued their consent for the same.

Pursuant to the provisions of Section 148 of the Act,
read with the Companies (Audit and Auditors) Rules,
2014, Members are requested to consider the ratification
of the remuneration payable to M/s. Poddar & Co. for
the financial year 2025-26. The remuneration of Cost
Auditors has been approved by the Board of Directors
on the recommendation of the Audit Committee. The
requisite resolution for ratification of remuneration of the
Cost Auditors by Members of the Company has been set
out in the Notice of ensuing AGM.

APPLICABILITY & MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act, read
with the Companies (Cost Records and Audit) Rules, 2014
and other applicable provisions of the Act, as amended from
time to time, the maintenance of cost records is applicable to
the Company and accordingly such accounts and records are
duly made and maintained by the Company and the cost audit
for the financial year 2024-25 is in process. Upon completion
of the audit, necessary forms and returns will be filed with the
Ministry of Corporate Affairs in this regard.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

None of the auditors of the Company have reported any
frauds to the Audit Committee or to the Board of Directors

as specified under Section 143(12) of the Act, including the
Rules framed thereunder, therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls in commensurate with the size, nature of its business
and complexity of its operations. Detailed Standard Operating
Procedures and policies with internal control mechanism
are in place to ensure that all the Company''s resources are
protected against loss and all transactions are authorized,
recorded and reported correctly. Further the effectiveness of
such internal financial controls is ensured through periodic
management reviews and improvements are made in the
same on continuous basis and the same are also evaluated
and monitored by the Internal and Statutory Auditors of
the Company during the course of their audits and their
reports are placed before the Audit Committee for its review,
corrective actions and suggestions.

COMPLIANCE CERTIFICATE

The Managing Director and the Chief Financial Officer (CFO)
have certified to the Board about compliance by the Company
in accordance with Regulation 17(8) read with Part B of
Schedule II of the Listing Regulations for the financial year
ended March 31,2025 and the same forms part of this Annual
Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations and to conduct
the operations in such a manner so as to ensure safety of
all concerned, compliances of environmental regulations and
preservation of natural resources.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval
is obtained for Related Party Transactions which are of
repetitive nature. All transactions with related parties, entered
by the Company during the financial year, were in the ordinary
course of business and on an arm''s length basis and are in
compliance with the applicable provisions of the Act, Listing
Regulations and as per the policy adopted by the Company on
dealing with Related Party Transactions. Further, during the
year, none of the transactions entered into with related parties
fall under the scope of Section 188(1) of the Act and the
Company has not entered into any contract or arrangement
with related parties which could be considered "material" that
required shareholders'' approval under the Act and Regulation
23 of the Listing Regulations and according to the policy of
the Company on materiality of Related Party Transactions.
Accordingly, the disclosure required u/s 134(3)(h) of the Act

and Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC-2 is not applicable to your Company.

The details of Related Party Transactions as per Indian
Accounting Standards (IND AS) 24 may be referred in the
accompanying Financial Statements, forming a part of this
Annual Report.

In adherence with the requirements of the Listing
Regulations, the Company has adopted a policy for
dealing with Related Party Transactions and the
same is available on the website of the Company at
https://www.rrshramik.com/investor/corporate-governance/
The Company is also submitting the disclosures of Related
Party Transactions on a consolidated basis half yearly
as per Regulation 23 of the Listing Regulations in the
format specified by the SEBI to the Stock Exchanges and
the same can be accessed on the Company''s website at
https://www.rrshramik.com/investor/corporate-governance/.
PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached as Annexure-
III to this report.

DEPOSITS

During the year under review, the Company has not accepted
any deposits within the meaning of Sections 73 and 74 of the
Act read with the Companies (Acceptance of Deposits) Rules
and as such no amount of principal or interest thereon was
unpaid or unclaimed as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act have been
disclosed in the Note no. 45 of the revised Standalone
Financial Statements, forming a part of this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
Your Company is complying with the provisions of all
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation
of energy, natural resources and adoption of latest technology
in its areas of operation. The information on conservation of
energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Act, read
with Rule 8 of The Companies (Accounts) Rules, 2014, is
attached as Annexure-IV to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT

The Company has adopted zero tolerance for sexual
harassment at workplace and has formulated a robust policy
on prevention, prohibition and redressal of sexual harassment
at workplace and has also constituted an Internal Complaints
Committee in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal Act), 2013 and the Rules framed thereunder for
prevention and redressal of complaints of sexual harassment
at workplace and all employees are treated with dignity and
respect and providing them a safe, secure and dignified work
environment at the workplace. The Company also conducts
regular training sessions to increase awareness on the
policy among its employees and also make amendments in
the policy as and when required. The Policy also provides
safeguard to the complainant and the victim against any
discrimination. The Members of the Internal Complaints
Committee meet at regular intervals to review any complaints
of women employees.

During the year under review, there was no complaint received
by the Committee constituted under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE
CAPITAL AND DEBENTURE) RULES, 2014

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there were no significant and/or
material orders, passed by any Court or Regulator or Tribunal,
which may impact the going concern status or the Company''s
operations in future.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of employees have enabled the Company to remain at
the leadership position in the industry. It has taken various
steps to improve productivity across the organization.

OTHER DISCLOSURES

(a) No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
during the year along with their status as at the end of the
financial year is not applicable;

(b) The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable;

(c) There was no revision of financial statements and Board''s
Report during the year under review;

(d) The details regarding transfer of unclaimed dividend and
shares to Investor Education and Protection Fund (IEPF)
Authority during the FY 2024-25 is being disclosed in the
Corporate Governance Report forming part of this Annual
Report;

(e) The disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue,
rights issue, preferential issue, etc. is not applicable to the
Company.

ACKNOWLEDGEMENT

Your directors are grateful to the Shareholders for their continued
patronage and confidence in the Company over the past several
years.

Your Directors wish to convey their sincere appreciation to all the
Company''s employees at all locations for their dedicated efforts,
unstinted commitment, continued contribution and cooperation
to ensure that your Company continues to grow and excel.

Your Directors would also like to take this opportunity to thank
all our esteemed stakeholders of the Company viz. Customers,
Vendors, Dealers, Suppliers, Bankers, Government Authorities
and all other Business Associates, Consultants and other
Stakeholders for their continued support and assistance
extended to the Company and the Management during the year.

For and on behalf of the Board of Directors of
Ram Ratna Wires Limited

Tribhuvanprasad Rameshwarlal Kabra

Chairman
DIN -00091375

Place: Vadodara
Date: June 23, 2025

---

Mar 31, 2024

Your Directors take great pleasure in presenting the 32^nd Annual Report along with the audited financial statements (Standalone and Consolidated) of Ram Ratna Wires Limited (the “Company”) for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

The key highlights of financial performance of the Company on Standalone and Consolidated basis for the financial year ended 31^st March, 2024 as compared to the previous financial year are summarised below:

('' in lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,61,514.04	2,32,816.88	2,98,324.79	2,64,959.87
Other Income	1,568.55	771.94	1,500.55	691.53
Earning before Interest, Taxes, Depreciation and Amortisation Expense (including Other Income)	11,516.71	9,926.53	13,398.56	11,565.12
Less: Finance Cost	3,005.72	2,580.83	3,998.97	3,304.65
Less: Depreciation & Amortisation Expense	1,626.44	1,631.19	1,967.58	1,846.38
Profit for the year before share of Profit in Jointly Controlled Entity	6,884.55	5,714.51	7,432.01	6,414.09
Share of (Loss)/Profit of Jointly Controlled Entity	-	-	32.48	26.73
Profit before Tax	6,884.55	5,714.51	7,464.49	6,440.82
Tax Expense	1,844.87	1,423.82	2,002.38	1,740.86
Profit for the year	5,039.68	4,290.69	5,462.11	4,699.96
Attributable to:
- Owners of the Company	5,039.68	4,290.69	5,226.61	4,489.22
- Non-Controlling Interest	-	-	235.50	210.74
Total Comprehensive Income	11,823.28	5,007.74	12,235.66	5,332.05
Attributable to:
- Owners of the Company	11,823.28	5,007.74	12,002.03	5,121.44
- Non-Controlling Interest	-	-	233.63	210.61
Opening balance in Retained Earnings	22,749.65	19,565.00	23,500.95	20,118.31
Amount available for Appropriation	17,104.47	4,284.65	17,288.99	4,482.64
Dividend paid	2,200.00	1,100.00	2,200.00	1,100.00
Closing balance in Retained Earnings	37,654.12	22,749.65	38,589.94	23,500.95

PERFORMANCE HIGHLIGHTS

During the financial year 2023-24, your Company achieved a growth of 12.33% in revenue from operations on standalone basis increasing from '' 2,32,816.88 Lakhs (FY 2022-23) to '' 2,61,514.04 Lakhs (FY 2023-24) and on consolidated basis achieved growth of 12.59% increasing from '' 2,64,959.87 Lakhs (FY 2022-23) to '' 2,98,324.79 Lakhs (FY 2023-24). Earning before interest, taxes, depreciation and amortization

(including other income) on standalone basis for the current year is '' 11,516.71 Lakhs as against '' 9,926.53 Lakhs in the previous year thereby a growth of 16.02% and on consolidated basis is '' 13,398.56 Lakhs as against '' 11,565.12 Lakhs in the previous year a growth of 15.85%. The operational and financial performance of the Company are further elaborated in the Management Discussion and Analysis Report forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the rules issued thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Consolidated Financial Statements of the Company have been prepared in the same form and manner as mandated by Schedule III to the Act and are in accordance with applicable Ind AS.

The Consolidated Financial Statements together with the Auditor’s report forms part of this Annual Report.

DIVIDEND

During the year, pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has approved and adopted the Dividend Distribution Policy on voluntarily basis in line with the requirements of the Listing Regulations and the same is available on website of the Company and can be accessed at https://www.rrshramik. com/corporate-governance.

Your Company has consistent track record of dividend payments. During the year under review, the Board of Directors of the Company at its meeting held on 7^th November, 2023 had declared and paid Special Interim Dividend of '' 2.50/- per share on face value of '' 5/- each (i.e. 50%) for FY 2023-24. The total cash outflow for the same was '' 11.00 Crores (Rupees Eleven Crores Only).

Further, the Board of Directors is pleased to recommend a final dividend of '' 2.50 per equity share (previous year '' 2.50) on face value of '' 5/- each (i.e., 50%) for the financial year ended 31^st March, 2024. Therefore, the total dividend declared by the Company for the FY 2023-24 will be '' 5.00 per equity share (previous year '' 2.50) on face value of '' 5/- each including the special interim dividend of '' 2.50 per equity share. The record date for the purpose of payment of final dividend is Friday, 16^th August, 2024. The final dividend recommended, if approved by the members at the ensuing Annual General Meeting (“AGM”), will be paid to the members within the period stipulated under the Act. The distribution of Final Dividend would involve a cash outflow of about '' 11.00 Crores (Rupees Eleven Crores Only).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961 and accordingly payment of dividend will be made after deduction of TDS as applicable.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended 31^st March, 2024.

CAPITAL STRUCTUREAUTHORIZED AND PAID-UP SHARE CAPITAL

There was no change in the Authorized and Paid-up share capital of the Company during the year under review. The Authorized Share capital of the Company as on 31^st March, 2024 stood at '' 25,00,00,000 (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of '' 5/- (Rupees Five only) each; and the issued, subscribed and paid-up capital of the Company is '' 22,00,00,000 (Rupees Twenty-Two Crores only) divided in to 4,40,00,000 (Four Crores Forty Lakhs) Equity Shares of '' 5/- (Rupees Five only) each. The Company’s equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

i) Update on proposed merger of Global Copper Private Limited, a material subsidiary company, with the Company:

The Board of Directors of your Company at its meeting held on 8^th February, 2023, approved the merger of Global Copper Private Limited, a material subsidiary company (“Transferor Company”) with the Company (“Transferee Company”) by way of Scheme of Amalgamation (“the Scheme”) under Sections 230 to 232 of the Companies Act, 2013. The said merger was subject to approvals of the shareholders, creditors, National Company Law Tribunals (NCLTs) and other regulatory authorities, as applicable.

As part of the process, the Scheme was submitted to the Stock Exchanges (BSE & NSE) and the Securities and Exchange Board of India (SEBI) along with required documents and certificates in the month of February, 2023. SEBI suggested some changes in the Scheme with regards to the public e-voting requirement and the Company accordingly had submitted the revised scheme with required changes. However, as the entire process took significant time, BSE vide its e-mail in February 2024 requested the Company to file a fresh application for the said Scheme along with all the documents. Accordingly, the Company will obtain a fresh Valuation Report, Fairness Opinion, Certificates and approval from the Board and audit committee and report from

the Committee of Independent Directors as required. The Company will take necessary steps for filing of fresh application for the said scheme as suggested by the authority.

ii) Setting up of new manufacturing facility / plant at Rajasthan:

The Company continued to focus on the core business and innovations to drive growth, by expanding in existing categories and venturing into new space. The Board of Directors of your Company had, at their meeting held on 30^th March, 2023, approved the setting up of new manufacturing facility / plant at Salarpur Industrial Area, Bhiwadi, Distt - Alwar, Rajasthan with an investment amount of approximately '' 200 Crores, over a period of 5 (five) years or such other amount as may be decided by the Board of Directors from time to time.

During the year 2023-24, the Company took possession of the industrial land admeasuring to 39,680 square meters on 16^th June, 2023 for setting up of aforesaid manufacturing facility / plant on a long term lease of 99 years from Rajasthan State Industrial Development & Investment Corporation Limited (RIICO). Further, the construction of the said new plant is under process and it is expected to start the manufacturing of products at Bhiwadi location in the current fiscal, i.e. 2024-25. The new plant will help the Company to increase its product range and will add value to the current business operations.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year 2023-24, the Memorandum of Association (MoA) and the Articles of Association (AoA) of the Company were altered, by way of Special Resolutions passed by the Shareholders at the last Annual General Meeting of the Company held on 12^th September, 2023. The alteration in MoA was done to amend the objects clauses with a view to, inter alia, enable the Company to enlarge the areas of operations by including some new products with the existing products. The alteration in AoA was made by altering or deleting some clause(s) relating to common seal and including enabling provisions related to issue of stock options and sweat equity shares.

CREDIT RATINGS

During the year, the Company has sustained its long term bank facilities credit rating of IND BBB and short term bank facilities credit rating of IND A2 assigned by India Ratings and Research (Ind-Ra). The outlook for Long term rating and

bank facilities is Positive. The rating indicates the Company’s discipline for its prudent financial management and its ability regarding timely servicing of financial obligation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

SUBSIDIARIES AND JOINT VENTURE COMPANY

As on 31^st March, 2024, your Company has one material subsidiary company, Global Copper Private Limited, based in Gujarat, one joint venture subsidiary company, Epavo Electricals Private Limited, having registered office in Maharashtra and one joint venture company, RR-Imperial Electricals Limited, based in Bangladesh.

During the year, the Board of Directors reviewed the affairs of the joint venture / subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Act, read with rules issued thereunder, a separate statement containing the salient features of the financial statements of its subsidiaries and joint venture company in Form AOC-1, forms part of the consolidated financial statements. The said form also highlights the financial performance of the subsidiaries and joint venture Company included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, in accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and separate Audited Financial Statements in respect of its subsidiaries are available on Company’s website at https:// www.rrshramik.com/investor/annual-reports/.

Pursuant to the Listing Regulations, the Company has formulated a policy for determining its material subsidiaries. The said policy is available on the website of the Company at https://www.rrshramik.com/corporate-governance.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31^st March, 2024, 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.

The Board of your Company is comprised of eminent persons with rich level of experience and leadership qualities along with strong financial acumen and significant degree of commitment towards the Company. As on 31^st March, 2024, your Company’s Board had 8 (Eight) members. The details of composition of Board of Directors, its Committees and other details are described in “Report on Corporate Governance”, forming part of this Annual Report.

Pursuant to the applicable provisions of the Act, read with the rules made thereunder and the Articles of Association of the Company, Shri Tribhuvanprasad Rameshwarlal Kabra (DIN - 00091375), Non-Executive Director (Chairman) will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The Managing Director and Independent Directors of the Company are not liable to retire by rotation.

Shri Sandeep Jhanwar (DIN: 00124901) and Shri Kannan Ramamirtham (DIN: 00227980) retired as Independent Directors of the Company with effect from the closure of business hours on 31^st March, 2024, upon completion of their respective tenures of second term of five consecutive years as Independent Directors in terms of Section 149(11) of the Act.

With respect to completion of tenures of Shri Jhanwar and Shri Kannan and pursuant to compliance with provisions of the Listing Regulations and the Act, to have an optimum combination of executive and non-executive directors including independent directors and on the recommendations of the Nomination & Remuneration Committee, the Board of Directors at their meeting held on 2^nd February, 2024, after considering the skills, integrity, expertise and experience, appointed Shri Ankit Kedia (DIN: 00072959) as an Additional Non-Executive Independent Director of the Company for a period of 5 years i.e. 3^rd February, 2024 to 2^nd February, 2029 subject to approval of Members of the Company. Shri Kedia is registered in the data bank maintained by the Indian Institute of Corporate Affairs (“IICA”) and is exempted from appearing the proficiency test conducted by IICA and confirms to the criteria of independence prescribed under the Act and the Listing Regulations. The approval of the Members was obtained for the said appointment of Shri Kedia as an Independent Director of the Company by way of postal ballot through e-voting, the result of which was declared on 8^th April, 2024.

Further, the term of Shri Mahendrakumar Rameshwarlal Kabra (DIN: 00473310), Managing Director of the Company is due to be completed on 29^th May, 2024. Based on the

recommendations of the Nomination & Remuneration Committee (“NRC”), the Board of Directors at their meeting held on 2^nd February, 2024 had approved the re-appointment of Shri Mahendrakumar Rameshwarlal Kabra as Managing Director of the Company, considering the expertise of Shri Kabra in the Company’s overall business development and his exceptional leadership and strong performance for another period of five years i.e. from 30^th May, 2024 to 29^th May, 2029, subject to approval of Members of the Company, considering that Shri Kabra will be attaining the age of seventy years. The approval of the Members for the said re-appointment of Shri Kabra as Managing Director was obtained by way of postal ballot through e-voting, the result of which was declared on 8^th April, 2024.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules issued thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

None of the Director of the Company are disqualified being appointed or proposed to be appointed or re-appointed as Directors in terms of Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, nor are any of them debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority and a certificate of Non-disqualification of Directors pursuant to the Listing Regulations is attached and forms a part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission (given to Non-Executive Independent Directors) and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company and dividend, as applicable.

Pursuant to Section 203 of the Act, the following persons are the Key managerial Personnel (KMP) of the Company:

i) Shri Mahendrakumar Rameshwarlal Kabra, Managing Director

ii) Shri Hemant Mahendrakumar Kabra, President & Chief Financial Officer (CFO) (Executive Director)

iii) Shri Saurabh Gupta, Company Secretary & Compliance Officer

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Meetings of the Board and its Committees are held at regular intervals to discuss and decide on the various business policies, strategies, financial matters and other businesses.

The Board of Directors held Five (5) meetings during the financial year 2023-24 under review. The particulars of the meetings of the Board and its Committees held during the year under review and attendance of each Director / Member are stated in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between any two Board meetings did not exceed 120 days, as prescribed by the Act and the Listing regulations.

COMMITTEES OF THE BOARD

The Board has 5 (Five) Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee as on 31^st March, 2024, which have been established as part of the corporate governance practices and are in the compliance with the requirements of applicable statutes.

The details relating to the composition of the Committees, including its terms of reference, powers, details of meetings held during the year and attendance of members etc. of relevant committees are provided in the Corporate Governance Report of the Company, forming part of this Annual Report and it is in line with the provisions of the Act and the Listing Regulations.

Further the Board has accepted all the recommendations made by the Committees during the year.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarisation programmes for all its Directors, including the Independent Directors on an ongoing basis to familiarise them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc. Periodic presentations are made at the Board Meetings on business and performance updates of the Company including Finance, Marketing, Human Resource, developments in Information Technology, adoption of new technologies, overview of business operations of subsidiaries etc.

They are also informed with the important policies of the Company including the Code of Conduct for Directors, Senior Management and Independent Directors and the Code of Conduct for Insider Trading. Details of the familiarisation programmes is provided in the Corporate Governance Report forming part of this Annual Report and the same is also available at the website of the Company at https://www. rrshramik.com/corporate-governance.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with the Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements with the aim to improve the effectiveness of the Board and the Committees.

The annual performance evaluation of the Board, its Committees and each Director including the Chairman has been carried out for the financial year 2023-24 in accordance with the framework. The Independent Directors at their separate meeting reviewed the performance of: Non-Independent Directors, the Board as a whole and the Chairman of the Company after taking into account the inputs from Executive Directors and Non-Executive Directors. The directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

The details of evaluation process of the Board, its Committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

On the recommendations of the Nomination and Remuneration Committee, the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial Personnel(s) and Senior Management. The policy is in accordance with Section 178 of the Act, read with the Rules issued thereunder and Regulation 19 of the Listing Regulations and the same is available on the website of the Company at https://www.rrshramik.com/ corporate-governance.

The appointment and remuneration of Directors is recommended by the Nomination & Remuneration Committee (NRC) based on the framework and policy laid down. The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings and the Independent Directors are entitled to commission as recommended by the NRC and approved by the Board along with sitting fees for attending the Board and Committee meetings. The relevant information has been disclosed in the Corporate Governance report which forms part of this Annual Report.

Except the sitting fees for attending the Board and Committee meetings of the subsidiary company, Neither the Managing Director, nor the Executive Director have received any remuneration or commission from any of the subsidiary companies. Further the Company doesn’t have any holding company.

Employees Stock Option Scheme (ESOP)

During the year under review, the Company approved and implemented “RRWL Employee Stock Option Plan 2023" (“the plan/ ESOP Scheme") for purpose of granting stock options to the employees of the Company and its subsidiaries. The plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SBEB Regulations"). Further, pursuant to Regulation 13 of the SBEB Regulations, a certificate from M/s. Khanna & Co., Secretarial Auditors of the Company, stating that the ESOP Scheme has been implemented in accordance with the SBEB Regulations and in accordance with the resolutions passed at the general meeting of the Company, shall be placed before the Shareholders at the ensuing AGM. The disclosure under Regulation 14 of the SBEB Regulations is available on Company’s website at https://www. rrshramik.com/investor/annual-reports/.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134 of the Act, with respect to Directors’ Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

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

d) they have prepared the annual accounts for the Financial Year ended 31^st March, 2024 on a going concern basis;

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment. It essentially involves balancing the interests of various stakeholders, such as Shareholders, Management, Customers, Suppliers, Bankers, Government and the community. Fundamentals of Corporate Governance includes transparency, accountability and independence.

The Company is committed to maintain highest standards of good corporate governance practices and adheres to the Corporate Governance requirements stipulated under the Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Annual Report contains a separate section on Company’s Corporate Governance practices, together with a certificate from the Independent Secretarial Auditor, a Practicing Company Secretary confirming its compliance with corporate governance norms stipulated in the Listing Regulations is annexed to the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Company’s equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the Stock Exchanges for the financial year 2024-25. The shares of the Company are actively traded on BSE as well as NSE and have not been suspended from trading.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with the Companies (Management and Administration) Rules,2014, the annual return in Form MGT-7 as on 31^st March, 2024 is available on the website of the Company at https://www.rrshramik.com/investor/annual-reports/.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved by the Board of Directors and has established the necessary vigil mechanism to ensure that the activities of the Company and its employees are conducted with a highest standards of ethical, moral, fair, legal and transparent manner in compliance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations.

The purpose of the policy is to provide a formal mechanism to enable employees, Directors and business associates to raise concerns regarding unacceptable or improper practices and / or any unethical practices in the organization without the knowledge of the management. The policy also provides protection to those who report such irregularities or unfair practices and provides access to the Chairman of the Audit Committee. The policy is available on the Company’s website at www.rrshramik.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. Your Company has in place Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Details of the composition of the CSR Committee have been disclosed separately as part of Corporate Governance Report, which is a part of this Annual Report. The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. The Company has undertaken various CSR programs and initiatives in the past

years to improve the quality of life for all communities through integrated and sustainable development in every possible way at various locations across India. The brief outline of the CSR policy of the Company along with the initiatives undertaken by the Company on Corporate Social Responsibility (CSR) activities, in accordance with Schedule VII of the Act, during the financial year 2023-24 are annexed as Annexure-I of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is available at www.rrshramik.com/corporate-governance/.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company through its risk management framework periodically assesses the risks that impact the medium and long term objectives of the Company in the internal and external environment and aim to contain the risk within its risk appetite.

The Company has a robust structure for managing and reporting on risks and capitalize on opportunities. Mitigation plans are prepared for significant risks and are reviewed and monitored by Management team on a continuous basis.

Your Company’s Audit Committee, monitors, reviews the risk mitigation plan and ensures its effectiveness and has additional oversight in the area of financial risks and controls. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

AUDITORS AND THEIR REPORT’S(1) Statutory Auditors

M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration No. 128093W), were appointed as the Statutory Auditors of the Company by the Board of Directors at their meeting held on 23^rd May, 2022 on the recommendations of the Audit Committee and the Members of the Company at the 30^th AGM held on 21^st September, 2022, approved their re-appointment for a second term of 5 (five) consecutive years i.e. from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2027. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants on the Standalone & Consolidated Financial Statements of the Company for the Financial Year 2023-24 is a part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone & Consolidated Financial Statements and their Reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

(2) Secretarial Auditors

M/s. Khanna & Co., Practicing Company Secretaries (Firm’s Unique Identification No. P2014MH032900), were appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023-24, pursuant to Section 204 of the Act and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as Annexure-II to this report and it does not contain any qualifications, reservations, adverse remarks or disclaimer.

Further, pursuant to the requirements of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the material subsidiary Company, Global Copper Private Limited is also attached with the Secretarial Audit Report of the Company.

The Board of Directors, on the recommendations of the Audit Committee approved the re-appointment of M/s. Khanna & Co., Practicing Company Secretaries, to conduct the secretarial audit and annual secretarial compliance audit of the Company for the financial year 2024-25. M/s. Khanna & Co. have confirmed that they are eligible for the said re-appointment and have issued their consent for the same.

(3) Cost Auditors

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Poddar & Co., Cost Accountants (Firm Registration No. 101734) have been re-appointed by the Board of Directors based on the recommendation received from the Audit Committee, to conduct Cost Audit of the Company for the financial year ending 31^st March, 2025. M/s. Poddar

& Co. have confirmed that their appointment is within the limits prescribed under the Act and that they are not disqualified from being appointed within the meaning of the said Act and have issued their consent for the same.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co. for the financial year 2024-25. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM.

APPLICABILITY & MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended from time to time, the maintenance of cost records is applicable to the Company and accordingly such accounts and records are duly made and maintained by the Company and the cost audit for the financial year 2023-24 is in process. Upon completion of the audit, necessary forms and returns will be filed with the Ministry of Corporate Affairs in this regard.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in commensurate with the size, nature of its business and complexity of its operations. Detailed Standard Operating Procedures and policies with internal control mechanism are in place to ensure that all the Company’s resources are protected against loss and all transactions are authorized, recorded and reported correctly and the same are periodically reviewed by the Management of the Company and improvements are made in the same on continuous basis. These internal controls are also evaluated and monitored by the Internal and Statutory Auditors of the Company and their reports are placed before the Audit Committee for its review and corrective actions and suggestions if any required.

COMPLIANCE CERTIFICATE

The Managing Director and the Chief Financial Officer (“CFO”) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended 31^st March, 2024 and the same forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations and to conduct the operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

With reference to Section 134(3)(h) of the Act, all transactions with related parties, entered by the Company during the financial year, were in the ordinary course of business, and on an arm’s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. Further, during the year, none of the transactions entered into with related parties fall under the scope of Section 188(1) of the Act and the Company had not entered into any contract or arrangement with related parties which could be considered “material’ that required shareholders’ approval under the Act and Regulation 23 of the Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

The details of Related Party transactions as per Indian Accounting Standards (IND AS) 24 may be referred in the accompanying Financial Statements, forming a part of this Annual Report.

In adherence with the requirements of the Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions the same is available on the website of the Company at www.rrshramik.com/corporate-governance/.

The Company is also submitting the disclosures of related party transactions on a consolidated basis as per Regulation 23 of the Listing Regulations in the format specified by the SEBI to the Stock Exchanges and the same can be accessed

on the Company’s website at www.rrshramik.com/corporate-governance/.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-III to this report.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as on 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act have been disclosed in the Note no. 45 of the Standalone Financial Statements, forming a part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

Your Company is complying with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure-IV to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a robust Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act), 2013 and the Rules framed thereunder for prevention and redressal of complaints of

sexual harassment at workplace and all employees are treated with dignity and respect and providing them a safe, secure and dignified work environment at the workplace. The Company also conducts regular training sessions to increase awareness on the policy among its employees and also make amendments in the policy as and when required. The Policy also provides safeguard to the complainant and victim against any discrimination. The members of the Internal Complaints Committee meet at regular intervals to review any complaints of women employees.

During the year under review, there was no complaint received by the Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and/ or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

OTHER DISCLOSURES

(a) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

(b) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(c) There was no revision of financial statements and Board’s

Report of the Company during the year under review;

(d) The details regarding transfer of unclaimed dividend and shares to Investor Education and Protection Fund (IEPF) Authority during the FY 2023-24 is being disclosed in the Corporate Governance Report forming part of this Annual report.

(e) The disclosure pertaining to explanation for any deviation

or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

ACKNOWLEDGEMENT

Your directors are grateful to the Shareholders for their continued patronage and confidence in the Company over the past several years.

Your Directors wish to convey their gratitude and sincere appreciation to all the Company’s employees at all locations for their tremendous hard work, solidarity as well as their collective dedication, unstinted commitment, continued contribution and cooperation.

Your Directors would also like to take this opportunity to thank all our esteemed stakeholders of the Company viz. Members, Customers, Vendors, Dealers, Suppliers, Bankers, Government Authorities and all other business associates, consultants and other stakeholders for their continued excellent support extended to the Company and the Management during the year.

For and on behalf of the Board of Directors of Ram Ratna Wires Limited

Tribhuvanprasad Rameshwarlal Kabra

Chairman DIN - 00091375

Place: Silvassa Date: 14^th May, 2024

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Mar 31, 2023

The Directors take pleasure in presenting the 31^st Annual Report along with the audited financial statements of Ram Ratna Wires Limited (“the Company”) for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The summarised financial performance of the Company on Standalone and Consolidated basis for the financial year ended 31^st March, 2023 is presented below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations including Other Income	2,33,588.82	2,01,951.27	2,65,651.40	2,29,523.77
Earning before Interest, Taxes, Depreciation and Amortisation Expense	9,926.53	10,147.67	11,565.12	11,615.73
Less: Finance Cost	2,580.83	2,018.12	3,304.65	2,709.62
Less: Depreciation & Amortisation Expense	1,631.19	1,622.54	1,846.38	1,768.32
Profit for the year before share of Profit in Jointly Controlled Entity	5,714.51	6,507.01	6,414.09	7,137.79
Share of (Loss)/Profit of Jointly Controlled Entity	-	-	26.73	119.48
Profit before Tax	5,714.51	6,507.01	6,440.82	7,257.27
Tax Expense	1,423.82	1,639.30	1,740.86	1,839.62
Profit for the year	4,290.69	4,867.71	4,699.96	5,417.65
Attributable to:
- Owners of the Company	4,290.69	4,867.71	4,489.22	5,218.72
- Non-Controlling Interest	-	-	210.74	198.93
Total Comprehensive Income	5,007.74	6,976.92	5,332.05	7,536.97
Attributable to:
- Owners of the Company	5,007.74	6,976.92	5,121.44	7,337.34
- Non-Controlling Interest	-	-	210.61	199.63
Opening balance in Retained Earnings	19,565.00	14,935.99	20,118.31	15,137.34
Amount available for Appropriation	4,284.65	4,849.01	4,482.64	5,200.97
Dividend paid	1,100.00	220.00	1,100.00	220.00
Closing balance in Retained Earnings	22,749.65	19,565.00	23,500.95	20,118.31

PERFORMANCE HIGHLIGHTS

During the financial year 2022-23, your Company achieved a growth of 15.67% in revenue from operations including other income on standalone basis increasing from '' 2,01,951.27 Lakhs (FY 2021-22) to '' 2,33,588.82 Lakhs (FY 2022-23) and on consolidated basis achieved growth of 15.74% increasing from '' 2,29,523.77 Lakhs (FY 2021-22) to '' 2,65,651.40 Lakhs (FY 2022-23). Earning before interest, taxes, depreciation and amortization on standalone basis for the current year is '' 9,926.53 Lakhs as against '' 10,147.67 Lakhs in the previous year and on consolidated basis is '' 11,565.12

Lakhs as against '' 11,615.73 Lakhs in the previous year. The Company achieved several significant milestones in FY 2022-23, such as all-time high annual revenue and production. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the rules issued thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulations”), the Consolidated Financial Statements of the Company have been prepared in the same form and manner as mandated by Schedule III to the Act and are in accordance with applicable Ind AS.

The Consolidated Financial Statements together with the Auditor’s report forms part of this Annual Report.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of '' 2.50 per equity share (previous year '' 5.00) on face value of '' 5/- each (i.e., 50%) for the financial year ended 31^st March, 2023. The record date for the purpose of payment of dividend is Friday, 1^st September, 2023. The dividend recommended, if approved by the members at the ensuing Annual General Meeting (“AGM”), will be paid to members within the period stipulated under the Act. The distribution of Dividend would involve a cash outflow of about '' 11.00 Crores (Rupees Eleven Crores Only).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961 and accordingly payment of dividend will be made after deduction of TDS as applicable.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended 31^st March, 2023.

CAPITAL STRUCTUREAUTHORIZED AND PAID-UP SHARE CAPITAL

During the financial year 2022-23, pursuant to the ordinary resolution passed by the Members at the 30^th Annual General Meeting of the Company held on 21^st September, 2022, the authorized share capital of the Company was increased from '' 15,00,00,000 (Rupees Fifteen Crores only) divided into

3.00. 00.000 (Three Crores) Equity Shares of '' 5/- (Rupees Five only) each to '' 25,00,00,000 (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of '' 5/- (Rupees Five only) each by creation of additional

2.00. 00.000 (Two Crores) new equity shares of '' 5/- (Rupees Five only) each ranking pari passu with the existing equity shares of the Company.

Further, pursuant to the approval of Members of the Company at the 30^th Annual General Meeting of the Company, held on 21^st September, 2022 for issuance of Bonus Equity Shares to the existing shareholders of the Company, the Board of Directors at their meeting held on 1^st October, 2022 allotted

2.20.00. 000 (Two Crores Twenty Lakhs) equity shares of face value of '' 5/- (Rupees Five only) each, in the proportion of 1:1 i.e., 1 (One) new fully paid up Bonus equity share of '' 5/-(Rupees Five Only) each for every 1 (One) existing fully paid up equity share of '' 5/- (Rupees Five Only) each.

Consequent to the above changes in the share capital, the Authorized Share capital of the Company as on 31^st March, 2023 stood at '' 25,00,00,000 (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of '' 5/- (Rupees Five only) each; and the issued, subscribed and paid-up capital of the Company is '' 22,00,00,000 (Rupees Twenty-Two Crores only) divided in to 4,40,00,000 (Four Crores Forty Lakhs) Equity Shares of '' 5/- (Rupees Five only) each.

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

i) Proposed merger of Global Copper Private Limited, a material subsidiary company, with the Company:

The Board of Directors of your Company at its meeting held on 8^th February, 2023, approved the merger of Global Copper Private Limited, a material subsidiary company (“Transferor Company”) with the Company (“Transferee Company”) by way of Scheme of Amalgamation (“the Scheme”) under Sections 230 to 232 of the Companies Act, 2013. The said merger is subject to approvals of the shareholders, creditors, National Company Law Tribunals (NCLTs) and other regulatory authorities, as applicable.

The Scheme has been submitted to the Stock Exchanges and the Securities and Exchange Board of India (SEBI) and the Company is awaiting their NOC’s and after receiving of the same, applications will be made to the jurisdictional NCLTs for seeking their respective approvals to the Scheme.

Your Company desires to expand its business and this amalgamation would lead to improved customer connect and enhanced market share. The Transferor Company’s products will synergize well with the product groups of the Company. The appointed date for the Scheme is 1^st April, 2023.

The Scheme related details are available on the website of the Company at https://www.rrshramik.com/investor/ scheme-of-amalgamation/

ii) Setting up of new manufacturing facility / plant at Rajasthan:

The Board of Directors of your Company had, at their meeting held on 30^th March, 2023, approved the setting up of new manufacturing facility / plant at Salarpur Industrial Area, Bhiwadi, Distt - Alwar, Rajasthan. The estimated amount to be invested for the said project is approximately '' 200 Crores, over a period of 5 (five) years or such other amount as may be decided by the Board of Directors from time to time.

CREDIT RATINGS

During the year, the Company has sustained its long term bank facilities credit rating of IND BBB and short term bank facilities credit rating of IND A2 assigned by India Ratings and

Research (Ind-Ra). The outlook for Long term rating and bank facilities has been revised from Stable to Positive. The rating indicates the Company’s discipline for its prudent financial management and its ability regarding timely servicing of financial obligation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

SUBSIDIARIES AND JOINT VENTURE COMPANY

During the year, the Board of Directors reviewed the affairs of the joint venture / subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Act, read with rules issued thereunder, a separate statement containing the salient features of the financial statements of its subsidiaries and joint venture company in Form AOC-1, forms part of the consolidated financial statements. The said form also highlights the financial performance of the subsidiaries and joint venture Company included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, in accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and separate Audited Financial Statements in respect of its subsidiaries are available on Company’s website at https:// www.rrshramik.com/investor/annual-reports/.

As on 31^st March, 2023, your Company has one material subsidiary company, Global Copper Private Limited, based at Gujarat, one joint venture and Subsidiary company, Epavo Electricals Private Limited, based in Maharashtra and one joint venture company, RR-Imperial Electricals Limited, in Bangladesh.

Pursuant to Listing Regulations, the Company has formulated a policy for determining its material subsidiaries. The said policy is available on the website of the Company at https:// www.rrshramik.com/corporate-governance.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31^st March, 2023, 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 AND KEY MANAGERIAL PERSONNEL

The Board of your Company is comprised of eminent persons with rich level of experience and leadership qualities along with strong financial acumen and significant degree of

commitment towards the Company. As on 31^st March, 2023, your Company’s Board had 7 (seven) members. The details of composition of Board of Directors, its Committees and other details is described in “Report on Corporate Governance”, forming part of this Annual Report. Pursuant to the applicable provisions of the Act, read with the rules made thereunder and the Articles of Association of the Company, Shri Hemant Mahendrakumar Kabra (DIN - 01812586), Executive Director, designated as President & CFO (Executive Director) will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

Further, the current term of Shri Hemant Mahendrakumar Kabra, Executive Director, designated as President & CFO (Executive Director) of the Company is due to expire on 11^th December, 2023 and based on the recommendations of the Nomination & Remuneration Committee (“NRC”), the Board of the Company at their meeting held on 26^th May, 2023 has recommended the re-appointment of Shri Hemant Mahendrakumar Kabra as an Executive Director, designated as President & CFO (Executive Director) of the Company for another period of three years i.e. from 12^th December, 2023 to 11^th December, 2026, subject to approval of Members through Special Resolution at the ensuing AGM.

Shri Ramesh Chandak (DIN - 00026581) was appointed as an Independent Director of the Company for the first term of five years commencing from 12^th November, 2018 to 11^th November, 2023. Accordingly, the first term of office of Shri Ramesh Chandak as an Independent Director of the Company is due to expire on 11^th November, 2023.

Based on the recommendation of the NRC and results of the performance evaluation carried out by the NRC and the Board and considering the balance of skills, experience and acumen possessed by Shri Chandak and taking into account that he has attained the age of 75 years, the Board is of the opinion that he is a person of integrity and possesses the relevant expertise, long rich experience and proficiency to continue as an Independent Director of the Company and is Independent of the Management of the Company, and accordingly, the Board of the Company at their meeting held on 26^th May, 2023 has recommended the re-appointment of Shri Chandak as an Independent Director for second term of five years commencing from 12^th November, 2023 to 11^th November, 2028 subject to approval of members through Special Resolution at the ensuing AGM.

Shri Chandak is registered in the data bank maintained by the Indian Institute of Corporate Affairs (“IICA”) and is exempted from appearing the proficiency test conducted by IICA and confirms to the criteria of independence prescribed under the Act and the Listing Regulations.

The Board of Directors recommends the aforesaid reappointments and necessary resolution along with other required details, profile and terms and conditions of their appointments are contained in the explanatory statement forms part of the notice of the ensuing AGM of the Company.

The Managing Director and Independent Directors of the Company are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules issued thereunder and pursuant to the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

None of the Director of the Company are disqualified being appointed or proposed to be appointed or re-appointed as Directors in terms of Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, nor are any of them debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority and a certificate of Nondisqualification of Directors pursuant to Listing Regulations is attached and forms a part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company and dividend, as applicable.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act, the following persons are the Key managerial Personnel (KMP) of the Company:

i) Shri Mahendrakumar Rameshwarlal Kabra, Managing Director

ii) Shri Hemant Mahendrakumar Kabra, President & Chief Financial Officer (CFO) (Executive Director)

iii) Shri Saurabh Gupta, Company Secretary & Compliance Officer

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Meetings of the Board and its Committees are held at regular intervals to discuss and decide on the various business policies, strategies, financial matters and other businesses.

The Board of Directors held Six (6) meetings during the financial year 2022-23 under review. The particulars of the

meetings of the Board and its Committees held during the year under review and attendance of each Director / Member are stated in the Corporate Governance Report, which forms part of this Annual Report.

The maximum interval between any two Board meetings did not exceed 120 days, as prescribed by the Act and the Listing regulations.

COMMITTEES OF THE BOARD

The Board has 5 (Five) Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance Committee as on 31^st March, 2023, which have been established as part of the corporate governance practices and are in the compliance with the requirements of applicable statutes.

The details relating to the composition of the Committees, including its terms of reference, powers, details of meetings held during the year and attendance of members etc. of relevant committees are provided in the Corporate Governance Report of the Company, forming part of this Annual Report and it is in line with the provisions of the Act and the Listing Regulations.

Further the Board has accepted all the recommendations made by the Committees during the year.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarisation programmes for all its Directors, including the Independent Directors on an ongoing basis to familiarise them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc.

They are also informed with the important policies of the Company including the Code of Conduct for Directors, Senior Management and Independent Directors and the Code of Conduct for Insider Trading. Details of the familiarisation programmes is provided in the Corporate Governance Report forming part of this Annual Report and the same is also available at the website of the Company at https://www.rrshramik.com/corporate-governance.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with the Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board,

in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements with the aim to improve the effectiveness of the Board and the Committees.

The annual performance evaluation of the Board, its Committees and each Director including the Chairman has been carried out for the financial year 2022-23 in accordance with the framework. The Independent Directors at their separate meeting reviewed the performance of: Non-Independent Directors and the Board as a whole, Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors. The directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

The details of evaluation process of the Board, its Committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

On the recommendations of the Nomination and Remuneration Committee, the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial Personnel(s) and Senior Management. The policy is in accordance with Section 178 of the Act, read with the Rules issued thereunder and Regulation 19 of the Listing Regulations and the same is available on the website of the Company at https://www.rrshramik.com/corporate-governance.

The appointment and remuneration of Directors is recommended by the Nomination & Remuneration Committee based on the framework and policy laid down. The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. The relevant information has been disclosed in the Corporate Governance report which forms part of this Annual Report.

Except the sitting fees for attending the Board and Committee meetings of the subsidiary company, Neither the Managing Director, nor the Executive Director have received any remuneration or commission from any of the subsidiary companies. Further the Company doesn’t have any holding company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134 of the Act, with respect to Directors’ Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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

d) they have prepared the annual accounts for the Financial Year ended 31^st March, 2023 on a going concern basis;

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment. It essentially involves balancing the interests of various stakeholders, such as Shareholders, Management, Customers, Suppliers, Bankers, Government and the community. Fundamentals of Corporate Governance includes transparency, accountability and independence.

The Company is committed to maintain highest standards of good corporate governance practices and adheres to the Corporate Governance requirements stipulated under the Listing Regulations. The Annual Report contains a separate section on Company’s Corporate Governance practices, together with a certificate from the Independent Secretarial Auditor, a Practicing Company Secretary confirming its compliance with corporate governance norms stipulated in the Listing Regulations is annexed to the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

During the financial year 2022-23, pursuant to the application made by the Company to the National Stock Exchange of India Limited (NSE) for direct listing of the Company’s equity shares, the equity shares of the Company have been listed on NSE from the trading hours of 29^th July, 2022.

With the above listing, the Company’s equity shares are now listed on BSE Limited (BSE) and NSE. The Company has paid annual listing fees to the Stock Exchanges for the financial

year 2023-24. The shares of the Company are actively traded on BSE as well as NSE and have not been suspended from trading.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 as on 31^st March, 2023 is available on the website of the Company at https://www.rrshramik.com/wp-content/uploads/ sites/2/2023/08/Annual-return-2023.pdf

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved by the Board of Directors and has established the necessary vigil mechanism to ensure that the activities of the Company and its employees are conducted with a highest standards of ethical, moral, fair, legal and transparent manner in compliance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations.

The purpose of the policy is to provide a formal mechanism to enable employees, Directors and business associates to raise concerns regarding unacceptable or improper practices and / or any unethical practices in the organization without the knowledge of the management. The policy also provides protection to those who report such irregularities or unfair practices and provides access to the Chairman of the Audit Committee. The policy is available on the Company’s website at www.rrshramik.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. Your Company has in place Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Details of the composition of the CSR Committee have been disclosed separately as part of Corporate Governance Report, which is a part of this Annual Report. The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. The Company has undertaken various CSR programs and initiatives in the past years to improve the quality of life for all communities through integrated and sustainable development in every possible way at various locations across India. The brief outline of the CSR policy of the Company along with the initiatives undertaken by the Company on Corporate Social Responsibility (CSR) activities, in accordance with Schedule VII of the Act, during the financial year 2022-23 are annexed as Annexure-I of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is available at www.rrshramik.com/corporate-governance/.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company through its risk management framework periodically assesses the risks in the internal and external environment and aim to contain the risk within its risk appetite.

The Company has a robust structure for managing and reporting on risks and capitalize on opportunities. Mitigation plans are prepared for significant risks and are reviewed and monitored by Management team on a continuous basis.

Your Company’s Audit Committee, monitors, reviews the risk mitigation plan and ensures its effectiveness and has additional oversight in the area of financial risks and controls. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

AUDITORS AND THEIR REPORT

(1) Statutory Auditors

The Board of Directors of the Company at their meeting held on 23^rd May, 2022 and the Members of the Company at the 30^th AGM held on 21^st September, 2022, approved the re-appointment of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration No. 128093W), as the Statutory Auditors, for a second term of 5 (five) consecutive years i.e. from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2027.

The Audit Report of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants on the Standalone & Consolidated Financial Statements of the Company for the Financial Year 2022-23 is a part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone & Consolidated Financial Statements and their Reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

(2) Secretarial Auditors

M/s. Khanna & Co., Practicing Company Secretaries (Firm’s Unique Identification No. P2014MH032900), were appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2022-23, pursuant to Section 204 of the Act and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as Annexure-II to this report and it does not contain any qualifications, reservations, adverse remarks or disclaimer.

Further, pursuant to the requirements of Regulation 24A of Listing Regulations, the Secretarial Audit Report of the

material subsidiary Company, Global Copper Private Limited is also attached with the Secretarial Audit Report of the Company.

The Board of Directors, on the recommendations of the Audit Committee approved the re-appointment of M/s. Khanna & Co., Practicing Company Secretaries, to conduct the secretarial audit and annual secretarial compliance audit of the Company for the financial year 2023-24. M/s. Khanna & Co. have confirmed that they are eligible for the said re-appointment and have issued their consent for the same.

(3) Cost Auditors

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Poddar & Co., Cost Accountants (Firm Registration No. 101734) have been re-appointed by the Board of Directors based on the recommendation received from the Audit Committee, to conduct Cost Audit of the Company for the financial year ending 31^st March, 2024. M/s. Poddar & Co. have confirmed that their appointment is within the limits prescribed under the Act and that they are not disqualified from being appointed within the meaning of the said Act and have issued their consent for the same.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co. for the financial year 2023-24. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM.

APPLICABILITY & MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended from time to time, the maintenance of cost records is applicable to the Company and accordingly such accounts and records are duly made and maintained by the Company and the cost audit for the financial year 2022-23 is in process. Upon completion of the audit, necessary forms and returns will be filed with the Ministry of Corporate Affairs in this regard.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in commensurate with the size, nature of its business and complexity of its operations. Detailed Standard Operating Procedures and policies are in place to ensure that all the Company’s resources are protected against loss and all transactions are authorized, recorded and reported correctly and the same are periodically reviewed by the Management of the Company and improvements are made in the same on continuous basis. These internal controls are also evaluated and monitored by the Internal and Statutory Auditors of the Company and their reports are placed before the Audit Committee for its review and corrective actions and suggestions if any required.

COMPLIANCE CERTIFICATE

The Managing Director and the Chief Financial Officer (“CFO”) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended 31^st March, 2023 and the same forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations and to conduct the operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Act, all transactions with related parties, entered by the Company during the financial year, were in the ordinary course of business, and on an arm’s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. Further, during the year, none of the transactions entered into with related parties fall under the scope of Section 188(1) of the Act and the Company had not entered into any contract or arrangement with related parties which could be considered “material’ that required shareholders’ approval under the Act and Regulation 23 of the Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

The details of Related Party transactions as per Indian Accounting Standards (IND AS) 24 may be referred at Note no. 35 of the Standalone Financial Statements, forming a part of this Annual Report.

In adherence with the requirements of Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions and the same is available on the website of the Company at www.rrshramik.com/corporate-governance/.

The Company is also submitting the disclosures of related party transactions on a consolidated basis as per Regulation 23 of Listing Regulations in the format specified by the SEBI to the Stock Exchanges and the same can be accessed on the Company’s website at www.rrshramik.com/corporate-governance/.

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP, SENIOR MANAGEMENT AND EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-III to this report.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as on 31^st March, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act have been disclosed in the Note no. 45 of the Standalone Financial Statements, forming a part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

Your Company is complying with the provisions of all applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure-IV to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a robust Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal Act), 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace and all employees are treated with dignity and respect and providing them a safe, secure and dignified work environment at the workplace. The Company also conducts regular training sessions to increase awareness on the policy among its employees and also make amendments in the policy as and when required. The Policy also provides safeguard to the complainant and victim against any discrimination. The members of the Internal Complaints Committee meet at regular intervals to review any complaints of women employees.

During the year under review, there was no complaint received by the Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

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

(b) the Company has not issued any sweat equity shares during the year under 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 its employees/Directors and hence no information as per provisions of Rule 12(9) has been furnished.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and/ or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

OTHER DISCLOSURES

(a) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

(b) The requirement to disclose the details of difference between amount of the valuation done at the time of

onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(c) There was no revision of financial statements and Board’s Report of the Company during the year under review;

(d) The details regarding transfer of unclaimed dividend and shares to Investor Education and Protection Fund (IEPF) Authority during the FY 2022-23 is being disclosed in the Corporate Governance Report forming part of this Annual report.

(e) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

ACKNOWLEDGEMENT

Your directors are grateful to the Shareholders for their continued patronage and confidence in the Company over the past several years.

Your Directors wish to convey their gratitude and sincere appreciation to all the Company’s employees at all locations for their tremendous hard work, solidarity as well as their

collective dedication, unstinted commitment, continued contribution and cooperation extended and is confident that they will continue to contribute their best towards achieving still better performance in future to become a significant leading player in the industry in which Company operates.

Your Directors would also like to take this opportunity to thank all our esteemed stakeholders of the Company viz. Members, Customers, Vendors, Dealers, Suppliers, Bankers, Government Authorities and all other business associates, consultants and other stakeholders for their continued excellent support extended to the Company and the Management during the year.

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Mar 31, 2018

To,

The Members,

The Directors have the pleasure in presenting their 26^th Annual Report and Audited Statement of Accounts (standalone and consolidated) for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial Year ended 31^st March, 2018 are presented below:

(Rs. In lakhs)

Particulars	Financial Year ended 31st March, 2018	Financial Year ended 31st March, 2017
Sales and other Income	1,05,571.25	89,183.90
Total Expenditure	99,004.30	83,918.34
Profit before Interest, Depreciation & Tax (PBIDT)	6,566.95	5,265.56
Less: Finance Costs	1,401.09	1,092.59
Depreciation	990.25	833.57
Profit before Tax (PBT)	4,175.61	3,339.40
Less: Tax	1,524.54	1,150.70
Profit for the Year	2,651.07	2,188.70
Basic EPS (‘	12.05	9.95

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017 (transition date being 1^st April, 2016). Accordingly, the financial statements for the year ended 31^st March, 2018 have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. Previous year figures have been restated as per Ind AS to make them comparable.

The performance of your Company is primarily attributable to higher sales, benefits arising out of structural cost reduction and capacity enhancement projects commissioned in the last couple of years along with improved business synergies and focus on various improvement initiatives.

As a result of these initiatives, the Company achieved a turnover of Rs. 1,02,523.27 lakhs as compared to Rs. 87,050.12 lakhs in the previous year thereby registering a growth of 17.78% over previous year. Profit before Tax were Rs. 4,175.61 lakhs as against Rs. 3,339.40 lakhs in the previous year. The Profit after Tax stood at Rs. 2,651.07 lakhs as compared to the profit of Rs. 2,188.70 lakhs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.

DIVIDEND

After considering the Company’s profitability, free cash flow and overall financial performance, the Board of Directors of the Company are pleased to recommend a Dividend of Rs. 1.25 (previous year Rs. 1.25) per equity share of face value Rs. 5/- each (i.e. 25%) for the financial year ended on 31^st March, 2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs. 275 lakhs excluding Tax on Dividend and Surcharge/ Education Cess thereon.

The dividend pay-out is in accordance with the Company’s efforts to pay sustainable dividend linked to long-term growth objectives of the Company and enhancing stakeholder value.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserve.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. The long term credit rating of your Company was reaffirmed BBB /Stable by CRISIL. The credit rating for short term facilities was revised to ‘CRISIL BBB /Stable/CRISIL A2’ from ‘CRISIL BBB/Positive/CRISIL A3 .

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, in compliance with Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), forms an integral part of this report.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

During the year under review, the Company acquired 6,46,134 Equity Shares constituting 60% of paid up share capital in Global Copper Private Limited (GCPL). GCPL is into manufacturing of Level Wound Coil (LWC) Copper Tube and Pancake Copper Tubes. It operates a fully-automatic manufacturing facility equipped with a production capacity of 4,000 Metric Tonne / Annum.

The Company has formulated a policy on the identification of material subsidiaries and the same is placed on the website at www.rrshramik.com. The Company currently does not have any material subsidiaries.

The Company has one Joint Venture Company RR Imperial Electricals Limited at Bangladesh.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the Financial Statements, a separate statement containing the salient features of the Financial Statements of its subsidiary and joint venture company in Form AOC-1 vide note no. 33 of Consolidated Financial Statement in the manner prescribed under the Companies Act, 2013 and Rules made thereunder and hence not repeated here for the sake of brevity. Further, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of its subsidiary are available on Company’s website at www.rrshramik.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 26^th AGM.

Performance and Financial Position of subsidiary and joint venture companies:

1. Global Copper Private Limited

During the Financial Year ended 31^st March, 2018, the Company achieved total revenue of Rs. 11,235.13 lakhs and net profit was Rs. 141.63 lakhs.

2. RR Imperial Electricals Limited

During the Financial Year ended 31^st March, 2018, the Company achieved total revenue of Rs. 13,925.51 lakhs and net profit/ (Loss) was Rs. (160.31) lakhs.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 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.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiary have been prepared in the same form and manner as mandated by Schedule III to the Companies Act, 2013 and are in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Shri Satyanarayan Loya, Director, retire by rotation and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his re-appointment at the ensuing AGM.

During the year under review, Shri Hemant Kabra, CFO and Shri H. S. Upendra Kamath were appointed as Additional directors of the Company during the year under review with effect from 12^th December 2017. Shri Hemant Kabra is designated as Executive Director and CFO of the Company based on his appointment by the Board of Directors made on the recommendation of the Nomination and Remuneration Committee for a period of 3 years with effect from 12^th December 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting. Shri H. S. Upendra Kamath is being recommended for appointment as an Independent Director of the Company for a period of 5 years with effect from 12^th December 2017.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Mahendrakumar Kabra as Joint Managing Director of the Company for a period of 3 years with effect from 1^st June, 2018 to 31^st May, 2021, subject to approval of shareholders at the ensuing Annual General Meeting, as his current term of office is upto 30^th May, 2018.

None of the Directors of the Company have resigned from the office of Director of the Company during the year under review.

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Shri Rameshwarlal Kabra, Chairman of the Company, was honoured by the Government of India with the Padma Shri award announced on the Republic Day of 2018 in recognition of his meritorious contribution in the field of industry and business at the national level. Your directors wish to join you with pride and happiness in congratulating him on his glorious achievement.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Four (4) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE

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

FAMILIARISATION PROGRAMME

In compliance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with the working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights and responsibilities vis-a-vis the Company, etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and is also available on the Company’s website at www.rrshramik.com

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

A Policy with well-defined criteria is in place for the selection of candidates for appointment as Directors, Key Managerial Personnel and senior leadership positions. The relevant information has been disclosed in the Corporate Governance report which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

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

b) That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :

Shri Tribhuvanprasad Kabra, Managing Director

Shri Mahendrakumar Kabra, Joint Managing Director

Shri Hemant Kabra, Executive Director and CFO

Shri Madan Vaishnawa, Company Secretary

During the year, there was no change (appointment or cessation) in the office of KMP excepting the change in designation of Shri Hemant Kabra from CFO to Executive Director and CFO.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. The Annual Report contains a separate section on Company’s Corporate Governance practices, together with a certificate from the Secretarial Auditor, a practicing company secretary confirming 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 the Bombay Stock Exchange Limited (BSE). The Company has paid annual listing fees to Stock Exchange.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure-I to this Report.

Vigil Mechanism / Whistle-Blower Policy

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.

The purpose of the policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors of the Company.

Furthermore, employees are also free to communicate their complaints directly to the Chairman/Member of the Audit Committee, as stated in the Policy. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company’s website. The Annual Report on Company’s CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-II and forms part of this report.

RISK MANAGEMENT

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

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

Your Company’s Audit Committee monitors and reviews the risk mitigation plan.

AUDIT AND AUDITORS

(1) Statutory Auditors

At the AGM of the Company held last year, pursuant to the provisions of the Act and the Rules made there under, M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration Number - 128093W), were appointed as Statutory Auditors of the Company from the conclusion of the 25^th AGM held on 16^th September, 2017 till the conclusion of the 30^th AGM to be held in the year 2022. M/s. Bhagwagar Dalal & Doshi, Chartered Accountants have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The Audit Report of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(2) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Khanna & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2018. The Secretarial Audit Report for the Financial Year ended 31^st March, 2018 is annexed as Annexure III and does not contain any qualification, reservation, adverse remark or disclaimer.

(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^st March, 2019. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

(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 and Co. to conduct internal audit reviews for the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The testing of key controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal financial controls framework is adequate and commensurate to the size and nature of the business of the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The details of Related Party transactions may be referred at Note No. 34 of the Financial Statements.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under 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 as Annexure-IV to this report.

DEPOSITS

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the 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 is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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 at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013) and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this Policy.

During the year under review, there was no complaint received by the Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

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

(b) the Company has not issued any sweat equity shares during the year under 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 its employees/Directors and hence no information as per provisions of Rule 12(9) has been furnished.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

GREEN INITIATIVE

The Company supports and pursues the ‘‘Green Initiative’’ of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs are registered with the Company / Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination 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 the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

ACKNOWLEDGEMENT

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

Your Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

Rameshwarlal Kabra

Place: Mumbai Chairman

Date: 14^th August, 2018 DIN 00150875

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Mar 31, 2016

To,

The Members,

The Directors have the pleasure in presenting the 24^th Annual Report on the business and operations of the Company and the Audited Accounts for the financial year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS

(Rs.In Lacs)

Particulars	Year ended 31st March, 2016	Year ended 31st March, 2015
Sales and other Income	72,075.05	74,321.71
Total Expenditure	68,521.38	70,679.61
Profit before Interest, Depreciation & Tax	3,553.67	3,642.10
Less: Finance Costs	1,369.29	1,482.91
Depreciation	737.06	650.81
Profit before Tax	1,447.32	1,508.38
Less: Tax	512.59	526.18
Net Profit after tax	934.73	982.20
Balance brought forward from Previous Year	4,341.35	3,747.32
Less: Adjustment as per Schedule II to the Companies Act, 2013	-	23.12
Profit available for appropriation	5,276.08	4,706.40
Appropriations:
Interim Dividend	165.00	-
Proposed Dividend	-	220.00
Corporate Tax on Dividend	33.59	45.05
Transfer to General Reserve	75.00	100.00
Balance Carried Forward	5,002.49	4,341.35

OPERATIONS AND FINANCIAL PERFORMANCE

In the face of overall market conditions, your Company has delivered satisfactory growth.

During the Financial Year 2015-16, your Company posted sales & other income of Rs. 72,075.05 Lacs as against Rs. 74,321.71 Lacs in the previous year. Your Company registered a net profit after tax of Rs. 934.73 Lacs as against the previous year''s net profit of Rs. 982.20 Lacs.

SUBSIDIARY

The Company has no subsidiary, therefore, disclosures regarding the same are not provided in the report.

MATERIAL CHANGES AND COMMITMENTS

There is no change in the nature of the business of your Company. There are no material orders passed by the regulators impacting the ongoing concern status and operations. There are no material changes or commitments affecting the financial position of your Company occurring between the financial year ended 31^st March, 2016 and the reporting date of the Directors’ report.

TRANSFER TO RESERVES

Your Company has transferred Rs. 75.00 Lacs to the General Reserve. An amount of Rs. 5,002.49 Lacs is proposed to be carried forward and retained in the Profit and Loss Account.

DIVIDEND

During the financial year 2015-16, your Company declared and paid an Interim Dividend of Rs. 0.75 per equity share of face value of Rs. 5 each in the month of March 2016. Total dividend payout was Rs. 165 Lacs excluding dividend distribution tax. The Directors recommend the interim dividend to be considered as final dividend and no additional dividend is recommended.

EXPANSION PLAN

The modernization and expansion plan as envisaged by your Company at its plants for increasing the production capacity, widening the product range and improving production processes, is a continuous one and is being taken from time to time as required.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standards (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.

JOINT VENTURE IN BANGLADESH

Your Company has Joint Venture at Bangladesh with RR-Imperial Electricals Limited. Your Company has decided to invest up to $ 5,35,000 in the above Joint Venture Company which would manufacture Enameled Copper Wire, Cables and Enameled Strips. The Company has so far made an investment of $ 4,52,190.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Shri Mahendrakumar Kabra, Joint Managing Director and Shri Rameshwarlal Kabra, Director, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Meeting.

Dr. Ajai Singh and Shri Naveen Kumar Mandhana resigned as Directors with effect from 27^th July 2015 and 31^st October 2015 respectively. Dr. Ajai Singh, was appointed as an Independent Additional Director with effect from 6^th February 2016. Pursuant to the provisions of Section 161, the term of office of Dr. Ajai Singh expires at the ensuing Annual General Meeting of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 along with the necessary deposit from a member proposing his candidature for the office of the Independent Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting.

In terms of Sections 149, 152 read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Dr. Ajai Singh that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and the Board is of opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management.

The aforesaid appointment / re-appointment shall require approval of the shareholders of the Company. The necessary resolutions in this regard have been included in the notice convening the Annual General Meeting.

Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report has been separately furnished and forms an integral part of this Report. CORPORATE GOVERNANCE

The Company has abided by the Corporate Governance pertaining to earlier provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange and the new provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company''s Board of Directors comprised of 10 (Ten) members consisting of 2 (Two) Executive Director and 8 (Eight) Non-Executive Directors (including 1 (One) Woman Director) of which

5 (Five) are Independent. The Chairman of the Board is a Non-Executive Director.

The Corporate Governance Report giving details as mentioned in Clause 49 under the Listing Agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms part of this Report. The following are also annexed with and forms part of Corporate Governance Report:

(i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance Report;

(ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director and Shri Hemant Kabra, Chief Financial Officer of the Company, under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding annual financial statements for the year ended 31^st March, 2016; and

(iii) Certificate from the Managing Director under Schedule V (Regulation 34(3)) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance of Code of Conduct of the Company for the year ended as on 31^st March, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

LISTING AGREEMENT

The Securities and Exchange Board of India on 2^nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1^st December, 2015. Accordingly, all Listed Companies were required to enter into Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with BSE Limited pursuant to the new regulations.

BOARD EVALUATION

In terms of the provisions of the Companies Act, 2013 read with the rules issued there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2015-16. The Board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

ANNUAL RETURN

Pursuant to Section 134 of the Companies Act, 2013 read with rules made there under, extract of the Annual Return as provided under sub-section (3) of section 92 in Form MGT - 9 is attached as Annexure I and forms part of this Report.

BOARD MEETINGS

The Board of Directors met 5 (five) times during the financial year ended 31^st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31^st March, 2016, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board and Committee meetings are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The composition of Audit Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. Further there are no such recommendations of Audit Committee which were not accepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has established a vigil mechanism for Directors and employees. The vigil mechanism shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairman of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct and ethics. A policy has been adopted in this regard by the Board of Directors which is also disclosed by the Company on its website at www.rrshramik.com/investor-centre/corporate-governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The composition of Corporate Social Responsibility Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. The Committee has formulated Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. This policy is available on Company’s website at www.rrshramik.com/investor-centre/corporate-governance.

The initiatives undertaken by your Company during the financial year 2015-16 in CSR were providing of Computers at Balwatika Girls Hostel at Dadra (D&NH), participating by way of sponsorship for the women’s chess tournament at Kolkatta and contributing through the Vanvasi Kalyan Ashram for the Durgavati Chatravas for girls at Randha (D&NH). The details of all these activities have been provided in the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure II to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee, terms of reference and number and dates of meetings held, attendance of Directors at the Committee meeting, functions of the Committee and the remuneration policy formulated by the Committee has been discussed in Corporate Governance Report which forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of Stakeholders Relationship Committee, terms of reference and number of meetings held has been discussed in Corporate Governance Report which forms part of this Report. The Committee has delegated the responsibility relating to shares maintenance work and other routine matters to Company Secretary and M/s Sharepro Services (India) Private Limited, the erstwhile Registrars and Share Transfer Agents of the Company. All the requests for dematerialization, rematerialization, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee are circulated to all the Directors of the Company and are discussed at the Board meetings. The Committee also reports to the Board about matters regarding shareholding of the Company and any complaints / grievances of the stakeholders and their redressal, reports on SCORES to SEBI, etc.

CHANGE IN THE REGISTRAR AND TRANSFER AGENTS

Pursuant to SEBI’s interim order dated 22^nd March 2016 against Sharepro Services (I) Private Limited (which was the Company’s RTA) and its management, directors and some of its employees and their relatives, the Board of Directors have decided to appoint Bigshare Services Private Limited as the new Registrar and Transfer Agents of the Company.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Risk Management Policy is integral to the Company''s business model and is based on core values and ethics. Under this Policy, risks are identified across all business processes of the Company on continuous basis. This Policy covers long term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further and effective action to be taken.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDITORS & AUDITORS’ REPORT

M/s. V.C. Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion of the 25^th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to ratify the appointment of M/s. V.C. Darak & Associates, Chartered Accountants, as the Statutory Auditors of the Company and necessary resolution in this regard is included in the Notice of the Annual General Meeting for seeking approval of members.

There are no observations or qualifications or remarks made by the Auditors in their Report.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report is attached as Annexure III and forms part of the Board''s Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report.

COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co., as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31^st March, 2017. In accordance with the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

INTERNAL AUDIT AND CONTROL

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors. Their reports are considered in Audit Committee meetings.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis. Accordingly, there are no particulars to report in Form AOC-2.

During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or that were not on arms'' length basis.

The details of the related party transactions as required under Accounting Standard - 18 are set out in financial statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure IV and forms part of this Report.

PUBLIC DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. No Deposits have remained unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the financial statements (Please refer to Note 13, 14 and 28 of the Notes to Financial Statements).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company has a policy for the prevention of sexual harassment which has been implemented. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level. During the year your Company did not receive any complaints on sexual harassment.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of your Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

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

(b) the Company has not issued any sweat equity shares during the year under 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 its employees / Directors and hence no information as per provisions of Rule 12(9) has been furnished.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors,

Place : Mumbai Rameshwarlal Kabra

Date : 15^th June, 2016 Chairman

DIN 00150875

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Mar 31, 2015

The Members,

The Directors have the pleasure in presenting the 23rd Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs) Year ended Year ended Particulars 31st March, 2015 31st March, 2014

Sales and other Income 74,321.71 69,971.97

Total Expenditure 70,679.61 67,075.99

Profit before Interest, Depreciation & Tax 3,642.10 2,895.98

Less: Finance Costs 1,482.91 1,288.06

Depreciation 650.81 527.52

Profit before Tax 1,508.38 1,080.40

Less: Provision for Tax 526.18 387.47

Net Profit after tax 982.20 692.93

Balance brought forward from Previous Year 3,747.32 3,282.43

Less: Adjustment as per Schedule II to the Companies Act, 2013 23.12 -

Profit available for appropriation 4,706.40 3,975.36

Appropriations:

Proposed Dividend 220.00 165.00

Corporate Tax on Proposed Dividend 45.05 28.04

Transfer to General Reserve 100.00 35.00

Balance Carried Forward 4,341.35 3,747.32

OPERATIONS AND FINANCIAL PERFORMANCE

In the face of overall market conditions, your Company has delivered satisfactory growth.

During the financial year 2014-15, your Company posted sales & other income of Rs. 74,321.71 Lacs as against Rs. 69,971.97 Lacs in the previous year. Your Company registered a net profit after tax of Rs. 982.20 Lacs as against the previous year's net profit of Rs. 692.93 Lacs, a growth of 42%.

All our factories have been working efficiently during the year. Safety measures and processes have been installed and improved upon at all the plants.

SUBSIDIARY

The Company has no subsidiary, therefore, disclosures regarding the same are not provided in the report.

MATERIAL CHANGES AND COMMITMENTS

There is no change in the nature of the business of your Company. There are no material orders passed by the regulators impacting the ongoing concern status and operations. There are no material changes or commitments affecting the financial position of your Company occurring between the financial year ended 31st March, 2015 and the reporting date of the Directors' report.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 100.00 Lacs to the General Reserve. An amount of Rs. 4,341.35 Lacs is proposed to be carried forward and retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors are pleased to recommend, for approval of members, a dividend of Rs. 1/- per equity share (paid-up value Rs. 5/- per equity share) for the year ended 31st March, 2015 as against the dividend of Rs. 0.75 per share paid last year. Dividend, if approved, in the ensuing Annual General Meeting, will entail cash outflow of Rs. 265.05 Lacs including the dividend tax amount.

EXPANSION PLAN

The modernization and expansion plan as envisaged by your Company at its plants for increasing the production capacity, widening the product range and improving production processes, is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has Joint Venture with RR-Imperial Electricals Ltd., Bangladesh. Your Company has decided to invest upto $ 4,75,000 in the above Joint Venture Company which would manufacture enamelled wire, cables and enamelled strips. The Company has so far made an investment of $ 4,52,378. The commercial production for enamelled wire and strips and the production of cables has already started last year.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Shri Satyanarayan Loya, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Meeting.

At the Board meeting dated 30th May, 2015, Shri Mahendrakumar Kabra, an existing Director in the Company, was appointed as the Joint Managing Director for a period of 3 (three) years effective from 1st June, 2015 with no remuneration.

The aforesaid appointment / re-appointment shall require approval of the shareholders of the Company. The necessary resolutions in this regard have been included in the notice convening the Annual General Meeting.

Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit and loss of the Company for that period,

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) the Directors have prepared the annual accounts on a going concern basis,

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively,

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report has been separately furnished and forms an integral part of this Report. CORPORATE GOVERNANCE

The Company has abided by the Corporate Governance pertaining to provisions of Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange. During the year, the Company's Board of Directors comprised of 11 (eleven) members consisting of 1 (one) Executive Director and 10 (ten) Non-Executive Directors (including 1 (one) Woman Director) of which 6 (six) are Independent. The Chairman of the Board is a Non-Executive Director.

The Corporate Governance Report giving details as mentioned in Clause 49 under the Listing Agreement is annexed herewith and forms part of this Report. The following are also annexed with and forms part of Corporate Governance Report:

(i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance Report;

(ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director of the Company and Shri Hemant Kabra, Chief Financial Officer of the Company, under Clause 49(IX) of the Listing Agreement with Bombay Stock Exchange regarding annual financial statements for the year ended 31st March, 2015 to the Board of Directors; and

(iii) Certificate from the Managing Director under Clause 49(II)(E) of the Listing Agreement regarding compliance of Code of Conduct of the Company for the year ended as on 31st March, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

In terms of the provisions of the Companies Act, 2013 read with the rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2014-15. The Board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

ANNUAL RETURN

Pursuant to Section 134 of the Companies Act, 2013 read with rules made thereunder, extract of the Annual Return as provided under sub-section (3) of section 92 in Form MGT - 9 is attached as Annexure I and forms part of this Report.

BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. The details of the Board and Committee meetings are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The composition of Audit Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. Further there are no such recommendations of Audit Committee which were not accepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has established a vigil mechanism for Directors and employees. The vigil mechanism shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairman of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and ethics. A policy has been adopted in this regard by the Board of Directors which is also disclosed by the Company on its website at www.rrshramik.com/investor-centre/corporate-governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The composition of Corporate Social Responsibility Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. The Committee has formulated Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. This policy is available on Company's website at www.rrshramik.com/investor-centre/corporate-governance.

The Company has tied up with Vanvasi Kalyan Aashram, Silvassa, for the construction and maintenance of a - PRASHIKSHAN KENDRA, RANDHA, SILVASSA. This Prashikshan Kendra will benefit the students of this Kendra at Randha village immensely. The Company has invested in social activities like construction of halls, toilets and bathrooms for students of this Kendra at Randha village.

The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure II to this Report.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee is in existence.

The composition of Nomination and Remuneration Committee, terms of reference and number and dates of meetings held, attendance of Directors at the Committee meeting, functions of the Committee and the remuneration policy formulated by the Committee has been discussed in Corporate Governance Report which forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of Stakeholders Relationship Committee, terms of reference and number of meetings held has been discussed in Corporate Governance Report which forms part of this Report. The Committee has delegated the responsibility relating to shares maintenance work and other routine matters to Company Secretary and M/s Sharepro Services (India) Private Limited, Registrars and Share Transfer Agents of the Company. All the requests for dematerialization, rematerialization, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee are circulated to all the Directors of the Company and are discussed at the Board meetings. The Committee also reports to the Board about matters regarding shareholding of the Company and any complaints / grievances of the stakeholders and their redressal, reports on SCORES to SEBI, etc.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Tribhuvanprasad Kabra, Managing Director.

During the financial year 2014-15, the Board of Directors have approved the Risk Management Policy which is posted on your Company's website. The Risk Management Policy is integral to the Company's business model and is based on core values and ethics. Under this Policy, risks are identified across all business processes of the Company on continuous basis. This Policy covers long term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further and effective action to be taken.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion of the 25th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to ratify the appointment of M/s. V.C.Darak & Associates, Chartered Accountants, as the Statutory Auditors of the Company and necessary resolution in this regard is included in the Notice of the Annual General Meeting for seeking approval of members.

There are no observations or qualifications or remarks made by the Auditors in their Report.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report is attached as Annexure III and forms part of this Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report.

COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co., as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2016. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

INTERNAL AUDIT AND CONTROL

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors. Their reports are considered in Audit Committee meetings.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis. Hence, Section 188(1) of the Companies Act, 2013 is not applicable and consequently no particulars in Form AOC-2 have been furnished.

During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement or that were not on arms' length basis.

The details of the related party transactions as required under Accounting Standard - 18 are set out in notes to financial statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure IV and forms part of this Report.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. No Deposits have remained unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the financial statements (Please refer to Note 13, 14 and 28 of the Notes to Financial Statements).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company has a policy for the prevention of sexual harassment which has been implemented at plant level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level. During the year your Company did not receive any complaints on sexual harassment.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of your Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

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

(b) the Company has not issued any sweat equity shares during the year under 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 its employees / Directors and hence no information as per provisions of Rule 12(9) has been furnished.

ACKNOWLEDGEMENTS

Your Directors record their sincere appreciation of the dedication and commitment of the employees in achieving and sustaining excellence in all areas of the business. Your Directors express their gratitude to all the Shareholders, Customers, Suppliers, Bankers, Government Authorities and other Stakeholders for their continuous support.

For the behalf of the Board of Directors,

Place: Mumbai Rameshwarlal Kabra Date: 30th May, 2015 Chairman DIN 00150875

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Mar 31, 2014

The Members,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS ( in Lacs) Year ended Year ended Particulars 31 st March, 2014 31 st March, 2013

Sales and other Income 69,971.97 68,651.43

Total Expenditure 67,075.99 65,601.62

Profit before Interest, Depreciation & Tax 2,895.98 3,049.81

Less: Finance Costs 1,288.06 1,283.46

Depreciation 527.52 502.56

Profit before Tax 1,080.40 1,263.79

Less: Provision for Tax 387.47 394.42

Net Profit after tax 692.93 869.37

Balance brought forward from Previous Year 3,282.43 2,649.83

Profit available for appropriation 3,975.36 3,519.20

Appropriations:

Proposed Dividend 165.00 165.00

Corporate Tax on Proposed Dividend 28.04 26.77

Transfer to General Reserve 35.00 45.00

Balance Carried Forward 3,747.32 3,282.43

OPERATIONS AND FINANCIAL REVIEW

The global scenario during the year 2013-14 continued to improve marginally but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth significantly. Financial Year 2013-14 proved to be a challenging year for your Company. Inspite of the constraints, your Company performed reasonably well. Better financial performance was achieved through several internal initiatives namely higher capacity utilization, thrust on sale of value added products and effective cost reduction measures. Your Company achieved a record production of 13570 MTs material altogether (ECW, BCS, ECS , SWW, EAW).

During the Financial Year 2013-14, your Company posted sales & other income of Rs. 69,971.97 Lacs as against Rs. 68,651.43 Lacs in the previous year and registered a net profit after tax of Rs. 692.93 Lacs as against the previous year''s net profit of Rs. 869.37 Lacs.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profits to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 0.75 per share – Paid–up value Rs. 5/-) for the year ended 31st March, 2014.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 193.04 Lacs.

The dividend payout for the year under review has been formulated in accordance with the shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals to the maximum possible extent.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity, widening the product range and improving production processes is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest upto USD 4,00,000 in a Joint Venture company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips.The Company has so far made an investment of USD 3,99,378.The commercial production for enamelled wire and strips and the production of cables has started.

DIRECTORS

The Independent Directors of the Company, viz. Shri Mukund Chitale, Dr. Ajai Singh, Shri Naveen Kumar Mandhana, Shri Sandeep Jhanwar, Shri R Kannan and Shri Prashant Deshpande, who were earlier holding their respective positions in the Company pursuant to Clause 49 of the listing agreement entered into by the Company with the Bombay Stock Exchange, are now proposed to be appointed as Independent Directors pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV to the said Act and the Companies (Appointment and Qualification of Directors) Rules, 2014. These Independent Directors shall hold office for a term up to five (5) consecutive years up to 31st March 2019 and shall not be liable to retire by rotation.

Smt.Kirtidevi Kabra was appointed as an Additional Director of the Company with effect from 29th July, 2014 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company to fulfil the requirement of Section 149 of the said Act that requires the Company to have at least one woman director. Pursuant to the provisions of Section 161, the term of office of Smt. Kirtidevi Kabra expires at the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 160 of the said Act along with necessary deposit from a Shareholder proposing the candidature of Smt. Kirtidevi Kabra for the office of the Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting.

Shri Rameshwarlal Kabra, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Meeting.

As per the recommendation of the Remuneration Committee (renamed now as Nomination & Remuneration Committee), Shri Tribhuvanprasad Kabra was re-appointed as the Managing Director of the Company for a period of 3 (three) years effective from 24th June, 2014. The aforesaid appointment shall require approval of the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

- in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts of the Company have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Khanna & Co., Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS'' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. V.C.Darak & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of three (3) years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 25thAnnual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self–explanatory and hence, do not call for any further comments.

COST AUDITORS & COMPLIANCE REPORT

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co. as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has adopted a vigil mechanism. The vigil mechanism shall provide for adequate safeguards against victimisation of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairperson of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics.

RISK MANAGEMENT POLICY

The Company has established a risk management framework. The risk management framework is integral to the Company''s business model and is based on core values and ethics. Under this framework, risks are identified across all business processes of the Company on continuous basis. This policy covers longer term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further action for effective action to be taken.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Your Company does not have any employees whose particulars are required to be annexed to the Directors'' Report under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PUBLIC DEPOSITS

The deposits accepted by your Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management''s commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. Your Company focuses on achieving excellence in occupational and personal health of employees at all manufacturing units as well as its offices. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

The Companies Act, 2013 has introduced the idea of CSR to the forefront and through its disclose-or-explain mandate, is promoting greater transparency and disclosure. Schedule VII of the Act, which lists out the CSR activities, suggests communities to be the focal point.

Your Company has formed a CSR Committee and the policies would be laid down and recommended by the Committee for its necessary implementation soon. Your Company believes in inclusive growth and reach out to assist the communities around them - not because it is the magic formula for sustainability, but simply because that is, and always has been, part of the collective character of your Company.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from all the executives, staff and workers at all levels. Your Directors sincerely wish to place on record their sense of appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Place : Mumbai Rameshwarlal Kabra Date : 29th July, 2014 Chairman DIN 00150875

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Mar 31, 2013

To, The Members,

The Directors are pleased to present the 21st Annual Report and the Audited Accounts of your Company for the financial year ended 31s,March, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars Year ended Year ended 31st March, 2013 31stMarch, 2012

Sales and other Income 68,639.70 56,137.63

Total Expenditure 65,589.89 53,903.41

Profit before Interest, Depreciation & Tax 3,049.81 2,234.22

Less: Finance Costs 1,283.46 1,057.54

Depreciation 502.56 466.12

Profit before Tax 1,263.79 710.56

Less: Provision for Tax 394.42 201.93

Net Profit after tax 869.37 508.63

Balance brought forward from Previous Year 2,649.83 2,358.97

Profit available for appropriation 3,519.20 2,867.60

Appropriations:

Proposed Dividend 165.00 165.00

Corporate Tax on Proposed Dividend 26.77 26.77

Transfer to General Reserve 45.00 26.00

Balance Carried Forward 3,282.43 2,649.83

OPERATIONS AND FINANCIAL REVIEW

The global scenario during the year 2012-13 continued to improve marginally but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth significantly. Financial Year 2012-13 proved to be a challenging year for your Company. In spite of the constraints, your Company performed reasonably well. Better financial performance was achieved through several internal initiatives namely higher capacity utilization, thrust on sale of value added products and effective cost reduction measures. Your Company achieved a record production of 13,393 MTs material altogether (ECW, BCS, ECS , SWW, EAW).

During the Financial Year 2012-13, your Company posted sales & other income of Rs. 68,639.70 Lacs, as against Rs. 56,137.63 Lacs in the previous year, an increase of 22% and registered a net profit after tax ofRs. 869.37 Lacs as against the previous year''s net profit of Rs. 508.62 Lacs.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profits to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of Members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 0.75 per share - Paid-up value Rs. 5/-) for the year ended 31st March, 2013.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 191.77 Lacs.

The dividend payout for the year under review has been formulated in accordance with the Shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals to the maximum possible extent.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity, widening the product range and improving production processes is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest up to USD 4,00,000 in a Joint Ventue company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The Company has so far made an investment of USD 3,21,395. The commercial production for enamelled wire and strips has begun in July, 2012 and the production of cables is likely to start in June, 2013.

DIRECTORS

Shri Mukund Chitale, Shri Satyanarayan Loya and Shri Mahendra Kumar Kabra, Directors, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Meeting.

Shri Prashant Deshpande was appointed as an Additional Director of the Company with effect from 6th November, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Pursuant to the provisions of the said Section, the term of the office of the said Director expires at the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 257 of the said Act along with necessary deposit from a Shareholder proposing the candidature of Shri Prashant Deshpande for the office of the Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting. "

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors''Responsibility Statement, it is hereby confirmed that:

in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

that the annual accounts of the Company have been prepared on a''going concern''basis.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Preeti Khanna & Co., Practicing Company Secretary, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS'' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(16) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

COST AUDITORS & COMPLIANCE REPORT

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed M/s. Poddar & Co., Cost Accountants, as the Cost Auditors of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company. The extended due date for filing of the Cost Compliance Report for the financial year 2011-12 was 28-02-2013 and the actual date of the filing of the same is 28-02-2013.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors.The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee and Board Meetings.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Your Company does not have any employee whose particulars are required to be annexed to the Directors'' Report under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PUBLIC DEPOSITS

The deposits accepted by your Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant data pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011 .The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management''s commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. Your Company focuses on achieving excellence in occupational and personal health of employees at all manufacturing units as well as its offices. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden.Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from all the executives, staff and workers at all levels. Your Directors sincerely wish to place on record their sense of appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Rameshwarlal Kabra

Chairman

Place: Mumbai

Date :18th May, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 31st March, 2012 2011

Sales and other Income5 6,137.63 49,941.35

Total Expenditure 53,894.13 47,520.37

Profit before Interest, Depreciation & Tax 2,243.50 2,420.98

Less: Finance Costs 1,055.78 609.02

Depreciation 466.12 369.05

Profit before Tax 721.60 1,442.91

Less: Provision for Taxation 212.97 495.77

Net Profit after tax 508.63 947.14

Balance brought forward from Previous Year 2,358.97 1,768.37

Profit available for appropriation 2,867.60 2,715.51

Appropriations:

Proposed Dividend 165.00 220.00

Corporate Tax on Proposed Dividend 26.77 36.54

Transfer to General Reserve 26.00 100.00

Balance Carried Forward 2,649.83 2,358.97

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2011-12 was a challenging year for your Company. The Middle East crisis, uncertainty of European economy, huge fluctuations in LME rates of copper coupled with severe adverse market conditions domestically as well as internationally and many other factors had a great impact on the working of the Company. However, in spite of all this, your Company put in the best efforts on increasing the sale of value added products and also took substantial cost reduction measures. Your Company achieved a production of 11,189 MTs insulated material altogether (ECW, ECS, SWW, EAW) through improvement in operational efficiencies.

During the Financial Year 2011-12, your Company posted sales & other income of Rs. 56,137.63 Lacs, as against Rs. 49,941.35 Lacs in the previous year and registered a net profit after tax of Rs. 508.63 Lacs as against the previous year's net profit of Rs. 947.14 Lacs.

FINANCIALS

The Ministry of Corporate Affairs (MCA) vide notification no. S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 1.00 per share-Paid-up value Rs. 5/-) for the year ended 31st March, 2012.

The payment of dividend together with tax thereon, if declared, at the forthcoming Meeting will absorb Rs. 191.77 Lacs.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity and widening the product range has been completed during the financial year. However, further expansion as may be required will continue to be done during the current year at regular intervals.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest up to USD 4,00,000 in a Joint Venture company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The commercial production has been delayed due to unforeseen circumstances and is now likely to commence in and around July, 2012. The Company has so far made an investment of USD 2,13,700.

DIRECTORS

Shri Rameshwarlal Kabra and Dr. Ajai Singh, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

- in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts of the Company have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A Report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

COST AUDITOR

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed Mr. Sandeep Poddar, as the Cost Auditor of your Company for the financial year 2012-13 to conduct the audit of the cost records of the Company.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

The major IT initiative undertaken to implement ERP across all plants and offices of the Company has been successfully implemented.

The basic and advance computer training to employees is on a continual basis.The process of strengthening the IT infrastructure by addition of computer hardware is an ongoing process and all efforts would be made by your Company to achieve its goal of total ERP solutions.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an ongoing basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment will continue to be top priorities of your company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of all its personnel of all levels.

Salasar Copper, unit of your company meets the requirements of the International Standards ISO 14001:2009, OHSAS 18001:2007 and EnMS 16001:2009. Your Company has undergone successful audits under EMS and OH&S management systems.

During the year, your Company has undergone successful surveillance audits. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management's commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and place on record their appreciation for all the executives, staff and workers at all levels for their hard work and dedication during the year under review. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.



For and on behalf of the Board

Rameshwarlal Kabra Chairman

Place : Mumbai Date :26th May, 2012

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 2011 31st March, 2010

Gross Sales and other Income 49,941.54 40,567.79

Total Expenditure 47,534.77 37,860.05

Profit before Interest, Depreciation,Taxation & Extraordinary items 2,406.77 2,707.74

Less: Interest (net of income) 580.22 560.56

Depreciation 369.05 344.35

Profit before Extra-ordinary items and Taxes 1,457.50 1,802.83

Add/(Less): Extra-ordinary items (4.24) (14.47)

Profit before Tax and prior period adjustments 1,453.26 1,788.36

Less: Provision for Taxation 509.21 617.70

Profit before prior period adjustments 944.05 1,170.66

Add/(Less): Prior period adjustments 3.09 0.03

Net Profit after tax and prior period adjustments 947.14 1,170.69

Balance brought forward from Previous Year 1,768.37 944.23

Profit available for appropriation 2,715.51 2,114.92

Appropriations:

Proposed Dividend 220.00 220.00

Corporate Tax on proposed Dividend 36.54 36.55

Transfer to General Reserve 100.00 90.00

Balance Carried Forward 2,358.97 1,768.37

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2010-11 was a reasonably good year for your Company. In spite of adverse market conditions and wide fluctuations in LME rates of copper, your Company put in all efforts on sale of value added products and effective cost reduction measures. Your Company achieved a production of 10,189 MTs insulated material altogether (ECW, ECS, SWW) through improvement in operational efficiencies.

During the Financial Year 2010-11, your Company posted gross Income of Rs. 49,941.54 Lacs, as against Rs. 40,567.79 Lacs in the previous year, higher by 23.11 % mainly on account of higher LME prices of copper and registered a net profit after tax of Rs. 947.14 Lacs which is lower by 19.09 % over the previous year's net profit of Rs. 1,170.69 Lacs mainly on account of adverse market conditions.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view , your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 1.00 per share (Paid-up value Rs. 5/-) (previous year Rs. 2.00 per share - Paid-up value Rs. 10/-) for the year ended 31st March, 2011.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 256.54 Lacs.

EXPANSION PLAN

The modernization and expansion plan envisaged by the Company at its Units for increasing the production capacity and widening the product range is under execution and part of which has been completed during the financial year. The balance work is in progress at its Units.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest upto USD 4,00,000 in a Joint Venture Company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The commercial production is likely to commence in and around October, 2011. The Company has so far made an investment of USD 8,600.

DIRECTORS

Shri Mahendra Kumar Kabra and Shri Satyanarayan Loya, Directors, retire by rotation and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting.

Shri Vishnu Anant Mahajan resigned from the Directorship of the Company during the year under review due to ill health. The Board wished speedy recovery in his health and also recorded his immense contribution to the Company through his professional knowledge and experience.

Shri Sandeep Jhanwar who was appointed as an Additional Director of the Company with effect from 13th August, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 along with the necessary deposit from a Member proposing the candidature of Shri Sandeep Jhanwar as a Director of the Company at the ensuing Annual General Meeting.

Shri R Kannan who was appointed as an Additional Director of the Company with effect from 28th May, 2011 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 along with the necessary deposit from a Member proposing the candidature of Shri R Kannan as a Director of the Company at the ensuing Annual General Meeting.

The term of office of Shri Tribhuvanprasad Kabra as the Managing Director will expire on 23rd June, 2011. The Board of Directors has re-appointed, subject to the approval of the shareholders at the ensuing Annual General Meeting, Shri Tribhuvanprasad Kabra as the Managing Director for a period of three years starting from 24th June, 2011 as per the recommendation of the Remuneration Committee.

Brief profile of the Directors / Managing Director, proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

- in the preparation of the annual accounts for the year ended 31 st March, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2011 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts of the Company have been prepared on a 'going concern' basis.

COMPANY SECRETARY

Shri Ramesh Chamadia was appointed as the Company Secretary and the Compliance Officer of the Company on 13th August, 2010.

SUB DIVISION OF THE COMPANY'S EQUITY SHARES

The Equity Shares of the Company were sub-divided from the Face Value of Rs. 10/- each to the Face-value of 5/- each. Pursuant to the said sub-division, the Company had cancelled the old Share Certificates and the new Share Certificates having the face-value of Rs. 5/- each were issued to the Shareholders.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A Report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relation with its workforce at all locations. Continuous up gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant data pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

The major IT initiative undertaken last year to implement ERP across all plants and offices of the Company has been successfully implemented which now takes care of the data processing & information needs of the Company and helps information sharing and faster decision making.

The fully equipped data centre at Silvassa provides connectivity to all production units and offices and the enterprise management software monitors complete network connectivity and data security systems.

The continuous basic and advance computer training to employees has assisted in the smooth changeover to ERP system during the current accounting year. The process of strengthening the IT infrastructure by installing additional computer hardware is on a continual basis and all efforts would be made by the Company to achieve its goal of complete ERP solutions.

INTERNAL AUDIT AND CONTROL

During the financial year, the Company has appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and started implementing recommendations of the Internal Auditors. The findings of the Internal Auditors are being

discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the company. Continual improvements are made in environmental and safety performance through involvement and training of personnel at all levels.

Salasar Copper, unit of your company meets the requirements of the International Standards IS014001:2004 and OHSAS 18001:2007.

During the year Salasar Cooper has also achieved certification under EnMS 16001:2009; the standard for Energy Management System which complements the Environment Management System and reinforces our commitment towards a safe environment. The erstwhile ESH committee has now been rechristened as ESHE committee which meets every month to discuss important issues related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management's commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp was organized during the current financial year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Rameshwarlal Kabra Chairman

Place: Mumbai Date : 28th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report on the business, operations and the Audited Accounts of your Company for the financial year ended 31st March, 2010

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Year ended Year ended

particulars 31st March, 2010 31st March, 2009

Gross Sales and other Income 40,567.79 30,377.04

Total Expenditure 37,860.05 29,245.38

Profit before Interest, Depreciation, Taxation & Extraordinary items 2,707.74 1,131.66

Less: Interest (net of income) 560.56 627.14

Depreciation 344.35 286.40

Profit before Extra-ordinary items and Tax 1,802.83 218.12

Add/(Less): Extra-ordinary item (14.47) 3.17

Profit before Tax and prior period adjustments 1,788.36 221.29

Less: Provision for Taxation 617.70 83.85

Profit before prior period adjustments 1,170.66 137.44

Add/(Less): Prior period adjustments (0.03) (0.34)

Net Profit after tax and prior period adjustments 1,170.69 137.10

Balance brought forward from Previous Year 944.23 903.65

Profit available for appropriation 2,114.92 1,040.75

Appropriations:

Proposed Dividend 220.00 82.50

Corporate Tax on proposed Dividend 36.55 14.02

Transfer to General Reserve 90.00 0.00

Balance Carried Forward 1,768.37 944.23

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2009-10 proved a flourishing and eventful year for your Company with further momentum in improving operationa efficiencies and several new initiatives were undertaken. While improved market conditions helped in recording better financia performance, significant improvements were achieved through several internal initiatives viz. higher capacity utilization, thrust on sale of value added products, effective cost reduction measures and prudent cash and inventory management. Your Company achieved a record production of 10,282 MTs with optimum take at insulated material altogether (ECW, ECS, SWW,etc.) through improvement in operational efficiencies. Special thrust was given to expand its distribution network to make its branded products available across the country

During the Financial Year 2009-10, your Company posted gross Income of Rs. 40,567.79 Lacs, as against Rs. 30,377.04 Lacs in the previous year, higher by 33.55 % and registered a net profit after tax of Rs. 1,170.69 Lacs which is up by 753.89 % over the previous years net profit of Rs. 137.10 Lacs

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view and also reflecting the healthy performance during Financial Year 2009-10,

Our Directors are pleased to recommend, for approval of members, payment of dividend of Rs.2.00 per share (previous year for the year ended 31st March, 2010.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting wil^bsorb Rs.256.55 Lacs.

EXPANSION PLAN

The Company is planning to undertake an expansion plan by way of increasing its production capacity and existing products^^ range/line. In this connection, the Company has started executing its expansion programme at Dadra unit.

DIRECTORS

Shri Vishnu Anant Mahajan and Shri Mukund Chitale, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting

DIRECTORS RESPONSIBILITY STATEMENT

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state

- that in the preparation of the annual accounts, the applicable accounting standards, have been followed and no materia departures have been made from the same;

- that such accounting policies have been selected and applied consistently, and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other rregularities;

- that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to good Corporate Governance practices. A Report on Corporate Governance together with Management Discussion and Analysis Report and along with a certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto and forms part of this Annual report.

AUDITORS REPORT

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956

AUDITORS

The directors recommend the appointment of M/s. V.C.Darak & Associates, Chartered Accountants as auditors for the period from the conclusion of the ensuring annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relation with its workforce at all locations. Continuous upgradation of core skill through training programmes either internally or through external agencies are an integral parts of human resources development policy.

Information as required under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended is annexed hereto and forms part of this report.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

A major IT initiative has been undertaken to implement ERP across all plants and offices of the Company. This will take care of the data processing & information needs of the Company and help information sharing and faster decision making. The ERP would cover all functional modules, like finance, manufacturing, marketing

A fully equipped data centre has been commissioned at Silvassa, with high-end database servers and data communication network equipment with connectivity to all production units and offices. The data centre is equipped with enterprise management software to monitor complete network connectivity and data security systems.

For speedy intra-unit data communication, local area network (LAN) with optical fiber connectivity has been established at all the units. All units and sales offices are getting connected to the Head Office through high bandwidth MPLS-VPN (multi-protocol abel switching-virtual private network) connectivity.

To support smooth changeover to ERP system, IT culture and computer awareness is being promoted through continual basic and advance computer training to employees and strengthening the IT infrastructure by installing additional computer hardware

A new mailing solution ZIMBRAwas implemented with a central mail server at the Head Office to have a uniform mailing system across the Company.

The Company will continue to innovate and derive even greater benefits by using information technology as business enabler.

INTERNAL AUDIT AND CONTROL

During the financial year, the Company has appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and started implementing recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken Internal Audit reports are discussed in Audit Committee meetings

ENVIRONMENT, SAFETY AND HEALTH

The Environment, Safety and Health are the overriding considerations of the Company. The state-of-art manufacturing equipment and technology meets the requirements of International Standards. Continual training on EMS and OHSAS, awareness on environmental aspects and impacts has led to a good performance on this front.

Your Companys unit Salasar Copper has been audited for ISO 14001:2004 and OHSAS 18001:2007 successfully.

CORPORATE SOCIAL RESPONSIBILITY

Your Company considers Corporate Social Responsibility as an opportunity to give back to the society and it consistently put this philosophy in to action. As a responsible corporate citizen, your Company tries to contribute for social and environmenta causes on a regular basis

ACKNOWLEDGEMENTS

The Directors express their grateful appreciation for the support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place : Mumbai Rameshwarlal Kabra

Date : 25th May, 2010 Chairman