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Directors Report of Rajratan Global Wire Ltd.

Mar 31, 2016

To

The members,

The Directors present the “Twenty Eighth” Annual Report on the business and operations of the Company along with the audited standalone and consolidated financial statements for the year which ended on March 31, 2016.

1. Financial Results:

(Rs. I n Lacs)

STANDALONE

CONSOLIDATED

2015-16

2014-15

2015-16

2014-15

Profit before Depreciation, Interest & Tax

2,588.20

2,167.66

4272.40

2,569.90

Interest & Financial Charges

817.67

906.35

1469.46

1,405.77

Profit before Depreciation

1,770.53

1,261.31

2802.94

1,164.13

Less: Depreciation

307.51

304.84

677.21

674.59

Profit before Taxation & Exceptional Items 1,463.01 956.47 Less: Provision for Taxation

2125.73

489.54

- Current Tax

518.00

307.50

502.82

307.50

- Deferred Tax

(4.32)

5.91

(4.82)

5.50

Income Tax for earlier years

-

4.92

(14.73)

4.92

Profit After Tax

964.07

638.14

1627.72

171.62

Less: Minority Interest

(19.24)

(9.75)

Profit for the year

964.07

638.14

1646.97

181.37

Add: Surplus of Previous Year Less: Adjustment towards depreciation based on useful life of

3235.90

2,759.99

(412.89)

assets and consequential Deferred Tax -

90.00

91.20

Amount available for appropriation 4,199.98 Appropriations:

3,308.12

1,253.06

(321.69)

Proposed Dividend

52.22

43.52

52.22

43.52

Dividend Tax

10.63

8.70

10.63

8.70

Transfer to General Reserve

700.00

20.00

700.00

20.00

Balance carried to Balance Sheet

3,437.13

3,235.90

490.21

(393.91)

2. Overview of Company’s Financial Performance:

The company’s performance during the Financial Year 2015-16 on standalone and consolidated basis was as follows -

A. On standalone basis:

Revenue from operations for the Financial Year 2015-16 was at Rs.20823.17 Lacs (previous year Rs. 23999.78 Lacs). PBDIT from standalone activity of the company increased from Rs. 2167.66 Lacs from the previous year to Rs. 2588.20 Lacs this year. The Profit before tax is Rs.1463.01 Lacs as against Rs.956.47 Lacs in the previous year. Cash profit stood at Rs.1770.51 against Rs.1261.31 Lacs in the previous.

B. Consolidated Revenue:

The consolidated Revenue of company during the year was Rs. 28358.97 Lacs as compared to Rs.27453.51 Lacs in the previous year. The consolidated Profit before tax increased to Rs.2125.73 Lacs as against Rs.489.54 Lacs in the previous year. The final profit after tax and minority interest stood at Rs.1646.96 Lacs against Rs.181.37 Lacs in previous year.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2015-16 and the date of this report.

3. Economic Scenario:

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). Amid global uncertainty, the Indian economy continued to restore its macroeconomic stability. India’s GDP grew by 7.6% in 2015-16, making it one of the fastest growing major economies in the world.

According to the Economic Survey 2015-16, the Indian economy will continue to grow more than 7 per cent in 2016-17, despite the uncertainties in the global market. The improvement in India’s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI''s inflation focus supported by benign global commodity prices. It has been forecasted that India will witness a GDP growth rate of 7.5 per cent in 2016, due to improved investor confidence, lower food prices and better policy reforms.

The present Government is following the approach of ‘Reform to Transform India’ through far reaching structural reforms to foster strong and sustainable growth. Measures, inter alia, to enhance infrastructure investment, incorporation of Bankruptcy law, improve business climate and significant tax reforms such as GS T are being pushed forward. Initiatives such as Make-in-India, Startup India - Standup India etc. are locusea at encouraging innovations, entrepreneurship and job creation.

4. Prospects and Outlook:

At the beginning of Financial Year 2015-16, India was believed to be in with a strong political mandate and a favorable external environment. Expectations were running high on major reforms which were expected to push the Indian economy on an overdrive. While no major reforms got implemented during the year, incremental improvements have helped the economy. As we begin the Financial Year 2016-17, the overall outlook remains uncertain. Government’s focus on infrastructure development, investment in highways, and implementation of GST will give boost to the industry.

Looking at the positive economic outlook for the current year, your company is making efforts to increase the sales. We are continuously working to strengthen relationship with customers in India, Thailand and other export destinations.

The outlook of business in Thailand is positive because of major customer approvals and winning customer confidence. We are expecting a major improvement in Thailand business in the current year as well.

5. Dividend:

Your Directors have recommended higher dividend as compared to last year, of Rs. 1.20 per equity share of Rs.10/- each i.e. @12% for the financial year ended 31st March, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 26th July, 2016. The total dividend appropriation for the current year is Rs.62.85 Lacs (inclusive of corporate dividend tax of Rs. 10.63 Lacs).

6. Transfer to Reserves:

The Company proposes to transfer Rs.700.00 Lacs to the General Reserve out of the amount available for appropriation and Rs.3437.12 Lacs is proposed to be retained in the Profit and Loss Account.

7. Share Capital:

There is no change in the share capital of the Company during the year ended on 31st March, 2016.

8. Subsidiary Companies:

The company has two subsidiaries including one wholly owned subsidiary in Thailand. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013(“Act”). There has been no change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the company. Pursuant to section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company (www.rajratan.co.in). Performance of the subsidiaries during the year, was below -

a) Rajratan Thai Wire Co. Limited, Thailand: The continued efforts of Rajratan Thailand Team, the operations resulted in substantial profits during the Financial Year 2015-16. For the first time since inception, Raj ratan Thailand made net profit.

Rajratan, Thailand has recorded the growth of 37% in sales volume i.e. 17110.11 MT this year as compared to 12452.44 MT in previous year, on account of continued efforts. The Net revenue of the company during the year increased by 31% from Rs.7313 Lacs in the previous year to Rs. 9568 Lacs in this year. There is Profit of Rs.7.15 Crore as against Loss of Rs.4.29 Crore in the previous year.

The cash profit earned is Rs.10.70 Crores as against cash loss of Rs.74 Lacs in the previous year.

b) Swaraj Techno crafts Pvt. Limited, Indore: Financial Year 2015-16 remained tough for Swaraj. Though the total revenue increased to Rs.710.18 Lacs, Swaraj recorded loss of Rs.60.12 Lacs against loss of Rs.30.47 Lacs in last year.

9. Directors’ Responsibility Statement:

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

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they 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 and of the profit of the Company for that period;

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 on a going concern basis;

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

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.

10. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year which ended on 31st March, 2016 within the meaning of section 73 and 74 of the Companies Act, 2013 read with the relevant rules.

11. Listing:

The shares of the Company are listed on the Bombay Stock Exchange Limited, and the Company is regular in the payment of the listing fees. There was no suspension of trading during the year under review. The Company has made an application for listing in National Stock Exchange, Mumbai which is under consideration.

The Securities and Exchange Board of India (SEBI) on September 2,2015 issued SEBI (Listing Obligations and Disclosure Requirements) 2015 which were effective from December 1, 2015. Accordingly all listed companies were required to enter into Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during the specified period.

12. Conservation of Energy, Technology and Foreign Exchange Earnings and outgo:

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

13. Corporate Social Responsibility

Your company is committed to the sustainable development, inclusive growth and bringing about a perceptible change in the lives of communities on the embedded tenets of trust, fairness and caring. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure- II” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

14. Directors and key managerial personnel

In accordance with the provisions of section 152 the Companies Act, 2013 and the Articles of Association of the company CA P.D. Nagar & CA Abhishek Dalmia shall retire by rotation at the ensuing AGM and being eligible offered themselves for re-appointment. The brief resume of the Directors and other related information has been detailed in the Notice convening the AGM of the Company. During the year, the nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company.

The Independent Directors of your Company shall hold office upto 25th August, 2019 and are not liable to retire by rotation.

Mr. Sunil Chordia, Managing Director, who was re-appointed in the last AGM, and Mr. Shubham Jain, Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). However the Company has not appointed Chief Financial Officer of the Company.

Mr. Deepesh Trivedi, who was appointed as Whole Time Director & COO of the company on January 21, 2008, had resigned from the Board w.e.f. October 30th, 2015. The Board of Directors recorded their appreciation for the services rendered by Mr. Deepesh Trivedi during his tenure.

15. Number of meetings of the board

Four meetings of the board were held during the year. The details of the meetings of the Board of Directors and its committees, convened during the Financial Year 2015-16 are given in the corporate governance report, which forms part of this Annual Report.

16. Board evaluation

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

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

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

17. Audit Committee:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. Policy on directors’ appointment and remuneration and other details:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report as “Annexure-III.”

19. Managerial Remuneration and particulars of employees:

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and directors is annexed herewith and forming part of the report as “Annexure-IV.” The Managing Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

20. Transactions with related parties

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure-V” in Form AOC-2 and the same forms part of this report.

21. Extract of annual return

As provided under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules, 2014, the extract of the annual return is given in Annexure VI in the prescribed Form MGT-9, which forms part of this report.

22. Loans, Guarantees and Investment:

The company has given loans to or guarantees in favour of its Wholly-Owned Subsidiary Rajratan Thai Wire Limited, Thailand which is exempted under the provisions of section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014.

23. Auditors:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Fadnis & Gupte, Chartered Accountants, Indore were appointed as statutory auditors of the Company from the conclusion of the Twenty Sixth annual general meeting (AGM) of the Company held on 26th September, 2014 till the conclusion of the twenty ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Accordingly the appointment of M/s Fadnis & Gupte, Chartered Accountants, Indore (Firm Registration No.-006600C), as Statutory Auditors of the Company, is placed for ratification by the shareholders.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Manju Mundra, Company Secretary in Practice (CP No. 3454) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure-VII.”

c) Cost Auditors:

The Board of your Company has appointed M/s. Vineet Chopra & Associates (FRN No. 102670) as the Cost Auditor of the Company for Financial Year 2015-16 pursuant to provisions of Section 148 of the Companies Act 2013. The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

The Cost Audit Report of the Company for the financial year ended 31st March, 2015, was filed with the Ministry of Corporate Affairs, New Delhi within the stipulated time.

24. Statutory Auditor’s report and secretarial audit report:

The Statutory Auditors report for the financial year ended 31st March, 2016 does not contain any qualification, reservation or adverse remark. The observations made by secretarial auditors are being taken care by the management.

25. Internal Control System and their Adequacy:

Your Company’s internal control system is commensurate with its scale of operations. Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place and have been designed to provide a reasonable assurance. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time. The Company has robust Management Information System which is an integral part of the internal control. The observations and good practices suggested are thoroughly reviewed by the Management and the Audit Committee and appropriately implemented for strengthening the controls of various business processes.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

26. Risk management:

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

27. Disclosure requirements:

a) Corporate Governance:

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

A separate report of the Board of Directors of the Company on Corporate Governance including Management Discussion and Analysis Report is an integral part of the Annual Report and included as Annexure ‘VIII’ and the Certificate from M/s Fadnis & Gupte, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the requirements of Corporate Governance as stipulated in Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed as “Annexure-VIII.”

b) Familiarization Program for Independent Directors:

Your Company has in place a Familiarization Program for independent Directors to provide insights into the Company’s Business to enable them contribute significantly to its success. The Senior Management makes presentations periodically to familiarize the Independent Directors with the strategy operations and functions of the Company. Such program was conducted on 4th November, 2015.

Details of the familiarization program of the independent directors are available on the website of the Company (URL: www.rajratan.co.in).

c) Dematerialization of Shares:

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2016, 97.73% of the share capital stands dematerialized.

d) Policy on determining material subsidiary of the Company is available on the website of the Company (URL: www.rajratan.co.in).

e) Policy on dealing with related party transactions is available on the website of the Company (URL: www.rajratan.co.in).

f) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations.

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

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

i) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the

Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code-4.

The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company at www.rajratan.co.in. j) The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under are being followed by the Company and the company has proper system for it.

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

28. Cautionary Note:

Certain statements in the “Management Discussion and Analysis” section may be forward looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

29. ANNEXURES FORMING A PART OF DIRECTOR’S REPORT

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

Annexure

Particulars

I

Particulars of Conservation of Energy, Technology and Foreign Exchange

II

Report on Corporate Social Responsibility

III

Policy on Director’s appointment & Remuneration

IV

Managerial Remuneration and Particulars of Employees

V

Related Party Transactions

VI

Secretarial Audit Report

VII

Extract of the Annual Return in Form MGT-9

VIII

Corporate Governance Report

IX

Certificate on Corporate Governance Report

30. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments, high level of people engagement and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge.

During the year measures for training, development, safety of the employees and environmental awareness was the top priority of the Management. The Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

31. Appreciation:

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company 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

Place: Indore Sunil Chordia Chandrashekhar Bobra

Dated: 11th May 2016 Managing Director Director

DIN- 00144786 DIN- 0209498


Mar 31, 2015

The members,

The Directors present the "Twenty Seventh" Annual Report on the business and operations of the Company along with the audited standalone and consolidated financial statements for the year ended March 31,2015.

1. Economic Scenario

As per the recent report by the World Bank, India is set to emerge as the world''s fastest-growing major economy by 2015 ahead of China. India''s Gross Domestic Product (GDP) is expected to grow at 7.5 per cent in 2015.

The improvement in India''s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI''s inflation focus supported by benign global commodity prices.

The Financial performance for year under review is as follows;

2. Financial Results: (Rs.In Lacs) STANDALONE CONSOLIDATED 2014-15 2013-14 2014-15 2013-14

Profit before Depreciation, 2167.66 2,311.55 2569.90 2,421.27

Interest & Tax Interest & Financial Charges 906.35 888.16 1405.77 1,541.04

Profit before Depreciation 1261.31 1,423.39 1164.13 880.22

Less: Depreciation 304.84 385.60 674.59 751.88

Profit before Taxation & 956.47 1,037.79 489.54 128.35

Exceptional Items Less:

Provision for Taxation

- Current Tax 307.50 358.55 307.50 375.85

- Deferred Tax 5.91 (33.34) 5.50 (32.52)

Income Tax for earlier years 4.92 (11.25) 4.92 (11.89)

Profit After Tax 638.14 723.83 171.62 (203.10)

Less: Minority Interest - - (9.75) 11.76

Profit for the year 638.14 723.83 181.37 (214.86)

Add: Surplus of Previous Year 2759.99 2,107.07 (412.89) (127.11)

Less: Adjustment towards depreciation based on useful life of assets & consequential Deferred Tax (90.00) - 91.20 -

Amount available for appropriation 3,308.12 2,830.90 (321.69) (341.98)

Appropriations:

Proposed Dividend 43.52 43.52 43.52 43.52

Dividend Tax 8.70 7.40 8.70 7.40

Transfer to General Reserve 20.00 20.00 20.00 20.00

Balance carried to Balance Sheet 3,235.90 2,759.99 (393.91) (412.89)

3. Financial Highlights:

Operating in a sluggish economic & manufacturing environment your company has performed reasonably well during the year under review. We have continued working on improvements in quality, productivity, waste elimination, cost control and people engagement.

A. On standalone basis: -

- Revenue from operations for financial year 2014-15 was at Rs. 23999.78 Lacs was higher by last year (Rs. 23311.98 Lacs in the previous year).

- PBDIT from standalone activity of company during the year decreased to Rs. 2167.66 Lacs from Rs. 2311.55 Lacs in the previous year

- The Profit before tax is Rs. 956.47 Lacs as against Rs. 1037.79 Lacs in the previous year.

- Cash profit decreased by Rs. 1261.31 Lacs from Rs. 1423.39 Lacs in the previous year

B. Consolidated Revenue: -

The consolidated Revenue of company during the year was Rs. 27453.51 Lacs as compared to Rs. 28347.02 Lacs in the previous year. The consolidated Profit before tax increased to Rs. 489.54 Lacs as against Rs. 128.35 Lacs in the previous year. The final profit after tax and minority interest stood at Rs. 181.37 Lacs against loss of Rs. 214.86 Lacs in previous year.

4. Prospects and Outlook:

Looking at the positive economic outlook for the current year, your company is making efforts to increase the sales. We are continuously working to strengthen relationship with customers in India, Thailand and other export destinations.

The outlook of business in Thailand is positive because of major customer approvals and winning customer confidence. We are expecting a major improvement in Thailand business in the current year. The lower raw material prices will help improve the profitability.

5. Dividend:

Your directors have recommended a dividend of 10% (Rs. 1 per equity share), same as last year. The dividend if approved by the members, would involve a cash outflow of Rs. 52.22 Lacs (inclusive of corporate dividend tax of Rs.. 8.70 Lacs).

6. Transfer to Reserves

The Company proposes to transfer Rs.. 20 Lacs to the General Reserve out of the amount available for appropriation and Rs. 3235.91 Lacs is proposed to be retained in the Profit and Loss Account.

7. Share Capital

There is no change in the share capital of the Company during the year ended on 31st March, 2015.

8. Subsidiary Companies:

The company has two subsidiaries including one wholly owned subsidiary in Thailand. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013("Act"). There has been no change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the CompanyRs.s subsidiaries in Form AOC-1 is attached to the financial statements of the company. Pursuant to section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company (www.rajratan.co.in). Performance of the subsidiaries during the year, was below -

a) Rajratan Thai Wire Co. Limited, Thailand: The business in Thailand improved during the year. We have recorded the growth of 9% in sales volume i.e. 12452 MT as compared to 11418 MT in previous year. The Net revenue of the company during the year increased by 9% to Rs. 6711 Lacs from Rs. 6159 Lacs in the previous year. There is a substantial reduction in losses for which is Rs. 429 Lacs as against Rs. 962 Lacs in the previous year. The cash loss also reduced to 74 Lacs as against Rs. 606 lacs in the previous year. The Thailand business is now turning around and to meet the increased capital requirement in Thailand, we have increase the share capital in Rajratan, Thailand by Rs.477 Lacs.

b) Swaraj Technocrafts Pvt. Limited, Indore : The period under review has been tough for Swaraj as the net revenues recorded at Rs. 6.76 Crore as compared to Rs.. 18.73 Crore in last year. It is because of very poor performance of Capital equipment industry in general and very low capital investments made by group companies. However Swaraj continues to be a strategic support to overall business and in the current year expecting increase in orders from group companies and outside customers including exports.

9. Directors'' responsibility statement:

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

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

b) they 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 and of the profit of the Company for that period;

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 on a going concern basis;

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

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.

10. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2015.

11. Listing:

The shares of the Company are listed on the Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

12. Conservation of Energy, Technology and Foreign Exchange Earnings and outgo

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

13. Corporate Social Responsibility

Your Company understands the importance of Corporate Social Responsibility (CSR) activities that bring a meaningful and lasting improvement in the life of youth and marginalized section of the society, more particularly of backward region. Your company has been committed to CSR since its inception, as it deals with the motivation and encouragement to take up socially responsible activities that improves the economic and ethical standards.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure II" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

14. Directors and key managerial personnel

The Board of directors in its meeting held on 18th May, 2015 has re- appointed Mr. Sunil Chordia as Managing Director of the Company for a period of 3 years w.e.f. 01.04.2015, subject to the approval of the members. The resolutions seeking approval of the Members for the appointment of Mr. Sunil Chordia has been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about him. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Sunil Chordia.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr Chandrashekhar Bobra, Mr. Shiv Singh Mehta and Mr. S. S. Maru were appointed as independent directors at the annual general meeting of the Company held on 26th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company Mr. P.D. Nagar & Mr. Abhishek Dalmia shall retire by rotation and are eligible for re-appointment. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, Mr. Shubham Jain has been appointed as the Company Secretary of the Company. However the Company has not appointed Chief Financial Officer of the Company.

15. Number of meetings of the board

Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

16. Board evaluation

The Board of directors has carried out an annual evaluation of their own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under

Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole was evaluated.

17. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. Policy on directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report as "Annexure-III"

19. Managerial Remuneration and particulars of employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and directors is annexed herewith and forming part of the report as "Annexure-IV"

20. Transactions with related parties

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure-V" in Form AOC-2 and the same forms part of this report.

21. Extract of annual return

As provided under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules, 2014, the extract of the annual return is given in Annexure VI in the prescribed Form MGT-9, which forms part of this report.

22. Loans, Guarantees and Investment

The company has given loans or guarantees to its Wholly- Owned Subsidiary Rajratan Thai Wire Limited, Thailand and also made Investments in that company which are exempted under the provisions of section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014.

23. Auditors:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Fadnis & Gupte, Chartered Accountants, Indore were appointed as statutory auditors of the Company from the conclusion of the Twenty Sixth annual general meeting (AGM) of the Company held on 26th September, 2014 till the conclusion of the twenty ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Accordingly the appointment of M/s Fadnis & Gupte, Chartered Accountants, Indore (Firm Registration No.- 006600C), as Statutory Auditors of the Company, is placed for ratification by the shareholders at the ensuing AGM.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Manju Mundra & Co., Company Secretaries in Practice (CP No. 3454) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure-VII."

c) Cost Auditors:

The Board of your Company has appointed M/s. Vineet Chopra & Associates (FRN No. 102670) as the Cost Auditor of the Company for financial year 2014-15 pursuant to provisions of Section 148 of the Companies Act 2013. The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

The Cost Audit Report of the Company for the financial year ended 31st March, 2014, was filed with the Ministry of Corporate Affairs, New Delhi within the stipulated time.

24. Statutory Auditor''s report and secretarial audit report

The observations made by the Statutory Auditors in their report have been clarified in the relevant notes forming part of the Accounts which are self-explanatory and the observations made by secretarial auditors, some being procedural part, are being taken care by the management.

25. Internal Control System and their Adequacy

Your Company''s internal control system is commensurate with its scale of operations. Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place and have been designed to provide a reasonable assurance. Internal audits and checks from time to time ensure that responsibilities are executed effectively. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time. The Company has robust Management Information System which is an integral part of the internal control. The observations and good practices suggested are thoroughly reviewed by the Management and the Audit Committee and appropriately implemented for strengthening the controls of various business processes.

26. Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

27. Disclosure requirements

a) Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with Stock Exchange. A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report. Certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is enclosed to this Report.

b) Details of the familiarization program of the independent directors are available on the website of the Company.

c) Policy on determining material subsidiary of the Company is available on the website of the Company.

d) Policy on dealing with related party transactions is available on the website of the Company.

e) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 and the revised clause 49(II) (F) of the Listing Agreements with stock exchange.

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

g) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

h) The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

i) The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder are being followed by the Company and the company has proper system for it.

28. Cautionary Note:

Certain statements in the "Management Discussion and Analysis" section may be forward looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook.

29. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments, high level of people engagement and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge.

During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

30. Appreciation:

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and other authorities.

The Directors also thank the Central and State Government of India and concerned Government Departments/Agencies for their co-operation. The directors appreciate and value the contributions made by every member of the RGWL family.

For and on behalf of the Board

Place: Indore Sunil Chordia Deepesh Trivedi Dated: 18th May 2015 Managing Director Executive Director DIN- 00144786 DIN- 02049488


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their "Twenty Sixth" Annual Report on the business and operations of your Company along with the audited standalone and consolidated financial statements for the year ended March 31, 2014.

Macro-Economic Scenario

The Indian economy has been through challenging times in the last two years, faced with the twin problem of prolonged high inflation and low growth. This was also reflected in lower business sentiments, reduced investments, lowered consumption, compressed revenues, increased government welfare measures and pressure on deficits. The financial year under review was marred by continued low GDP growth, declining industrial output, decline in investment, higher inflation, lower quality of bank assets, high current account deficit (which has been brought down drastically through affirmative policy action) and depreciation in the domestic exchange rate.

The Financial performance for period under review is as follows;

FINANCIAL RESULTS:

(Rs. In Lacs)

STANDALONE CONSOLIDATED 2013-14 2012-13 2013-14 2012-13

Profit before 2,311.55 2,212.12 2,421.27 2,152.26 Depreciation, Interest & Tax

Interest & Financial 888.16 853.50 1,541.04 1,361.69 Charges

Profit before 1,423.39 1,358.62 880.22 790.57 Depreciation

Less: Depreciation 385.60 373.09 751.88 701.44

Profit before Taxation & 1,037.79 985.53 128.35 89.13 Exceptional Items

Less: Provision for Taxation

- Current Tax 358.55 326.00 375.85 330.18

- Deferred Tax (33.34) (19.73) (32.52) (18.92)

Income Tax for earlier (11.25) (0.84) (11.89) (0.73) years

Profit After Tax 723.83 680.10 (203.10) (221.40)

Less: Minority Interest - - 11.76 4.31

Profit for the year 723.83 680.10 (214.86) (225.71)

Add: Surplus of 2,107.07 1,497.54 (127.11) 169.18 Previous Year

Amt. available for 2,830.90 2,177.64 (341.98) (56.53) appropriation

APPROPRIATIONS

Proposed Dividend 43.52 43.52 43.52 43.52

Dividend Tax 7.40 7.06 7.40 7.06

Transfer to General 20.00 20.00 20.00 20.00 Reserve

Balance carried to 2,759.99 2,107.06 (412.89) (127.11) Balance Sheet

FINANCIAL HIGHLIGHTS:

Operating in a volatile and sluggish economic environment your company has performed well during the year under review. Your company has improved in all the financial parameters on standalone basis. These improvements are the results of various initiatives taken by management to improve quality, productivity, waste elimination, superior product mix, cost control and people engagement.

* The Net revenue from standalone activity of company during the year increased by 17.8% to Rs. 23311.98 Lacs from Rs. 19792.96 Lacs in the previous year.

* PBDIT from standalone activity of company during the year increased by 4.5% to Rs. 2311.55 Lacs from Rs. 2212.11 Lacs in the previous year

* The Profit before tax is Rs. 1037.79 Lacs as against Rs. 985.53 Lacs in the previous year.

* Cash profit increased by 4.8% to Rs. 1423.39 Lacs from Rs. 1358.62 Lacs in the previous year

The consolidated Revenue of company during the year increased by 12% to Rs. 28347.02 Lacs as compared to Rs. 25,387.40 Lacs in the previous year. However, due to considerable losses in subsidiary company at Thailand, consolidated Profit before tax stood at to Rs. 128.34 Lacs as against Rs. 89.13 Lacs in the previous year.

PROSPECTS AND OUTLOOK:

We are glad to inform you that your Company enjoys the status of preferred bead wire supplier to Indian Tyre Companies and hold highest market share in domestic market because of the superior quality and services. As Indian market is expected to grow further and radial tyre production is going to increase in coming years; it is expected that your Company will be in a stronger position to further increase its market share

It is expected that the economy in general will improve in FY15, albeit gradually on the premise that a strong government will reduce uncertainty in business environment and will focus on reviving growth. Also based on the prognosis of both the IMF and World Bank, the world economy is to improve with the impetus coming from the developed economies. Future outlook will also depend upon following;

* The infrastructure sector is likely to witness an uptrend and along with manufacturing would lead India''s industrial sector. Overall income growth would be higher than that last year, thus allowing space for growth in consumption and savings.

* Although, capital inflows into emerging economies is likely to moderate with the tapering of the US stimulus and economic growth gaining momentum, inflows into India is likely to persist. India, despite witnessing a marked slowdown in its economy is widely regarded as a stable economy among emerging markets with untapped potential. The recent surge in FII inflows in the run up to the elections bears testimony to this.

* There is growing optimism that exports will improve in FY15, with expectations of improvement in global economic prospects and increase in consumption demand in advanced economies.

* Significant upside risk of inflation in FY15 has emerged on account of the expectation of below normal monsoon.

SUBSIDIARY COMPANIES:

a) Rajratan Thai Wire Co. Limited, Thailand (RTWL): The business in Thailand is affected due to continuing global economic slowdown which kept the margins under pressure. This coupled with other external & internal factors adversely affected supplies. The Net revenue of company during the year increased by 9% to Rs. 6711 Lacs from Rs. 6159 Lacs in the previous year. The company has received approvals from some of the major tyre manufacturing companies in Thailand and started serving them on regular basis, more approvals are awaited which will increase the order book and sales. Issues relating to quality have been resolved to a great extent, the order position of company is continuously improving and management is committed to make it profitable. Thailand is a strategic location as RTWL is the only local supplier of Bead wire in Thailand. Further Ratchaburi is close to port location and is able to serve all the customers in Thailand.

b) Swaraj Technocrafts Pvt. Limited, Indore (STPL): STPL plays a strategic role in growth of your company. Your company has competitive edge over others due to in house machine making capabilities. The Company recorded top line growth and achieved revenue of Rs. 1873.05 Lacs as compared to Rs. 645.07 Lacs in previous year. The Profit before tax increased from 18.57 Lacs to Rs. 55.39 Lacs.

CORPORATE SOCIAL RESPONSIBILITY:

Your company is committed to CSR as it deals with the motivation and encouragement to take up socially responsible activities that improves the economic and ethical standards. It also brings benefits in terms of risk management, cost savings, customer relationships, human resource management, innovation and foster organization''s image. We are working towards improving the health standards, empowering women and tobacco / liquor free life. We continued to contribute in the institution ''Yatna Yuva Sankalp Sansthan'' which works for blind students and provides them employability skills like computer operation skills and transcription skills and also continues to supports ''Friends of Tribal Society'' for running five schools in tribal areas.

Your Company has dedicated team looking after the CSR activities who interacts and obtains inputs from various underprivileged sections, local and government bodies to plan CSR activities. As management we see ourselves as sustainable responsible business house and will always take prudent decisions to uplift the underprivileged sections of the society.

SUBSIDIARY COMPANY''S ACCOUNTS:

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007 - CL-III dated 8th February 2011. Accordingly, your Company has presented in this report the Consolidated Financial Statement of the holding company and all its subsidiaries duly audited by Statutory Auditors. The required information in respect of subsidiaries has been disclosed in the consolidated balance sheet.

The related information on the Annual Accounts of the subsidiary companies shall be made available to the shareholders of the company, who shall seek such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary companies concerned.

DIVIDEND:

Your directors have recommended a dividend of 10% (Rs. 1 per equity share), same as per last year. The dividend if approved by the members, would involve a cash outflow of Rs. 50.91 Lacs (inclusive of corporate dividend tax of Rs. 7.39 Lacs)

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Company''s Articles of Association Mr. P.D. Nagar and Mr. Abhishek Dalmia retires by rotation and are eligible for reappointment/s. The Board of directors in its meeting held on 22ndOctober, 2013 has appointed Mr. Deepesh Trivedi as Executive Director of the Company for a period of 3 years w.e.f. 21.01.2014 and at its meeting held on 28th May, 2014 appointed Mrs. Sangita Chordia as Whole Time Director of the Company w.e.f. 01.07.2014 for a period of 3 years, subject to the approval of shareholders in the ensuing Annual General Meeting.

Further Mr. Chandrashekhar Bobra, Mr. Shiv Singh Mehta and Mr. S.S. Maru the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per the requirement of section 149 of the Companies Act, 2013 as well as Clause-49 of the Listing Agreement to hold office till 25.09.2019. The Company has received notice in writing from the members as required under section 160 of the Act for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting. The Independent Directors have submitted a declaration confirming that they meet the criteria for independence as provided under section 149(6) of the Act and are eligible for appointment as Independent Directors of the Company.

AUDITORS:

The Board, on the recommendation of the Audit Committee, has proposed that M/s. Fadnis & Gupte, Chartered Accountants (ICAI FIRM REGISTRATION No. 006600C), Indore be re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The company has received letter from them to the effect that their appointment, if made, would be in accordance within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

AUDITORS REPORT:

The observations made by the Statutory Auditors in their report have been clarified in the relevant notes forming part of the Account which are self explanatory.

SECRETARIAL COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s. Gangrade Purviya & Associates in terms of the provisions of Section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments. Annexure-B

COST AUDIT:

Pursuant to Section 233-B of the Companies Act, 1956, the company has appointed M/s. Krishna S. & Associate, Mumbai as Cost Auditors to conduct the audit of cost records of the Company for FY 2013-14. The Cost Audit Report of the Company for the financial year ended 31st March, 2013, was filed on 26th September, 2013 with the Ministry of Corporate Affairs, New Delhi.

The Cost Audit Report for the financial year ended March 31, 2014 will be filed within stipulated time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company''s internal control system is commensurate with its scale of operations. Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place and have been designed to provide a reasonable assurance. Internal audits and checks from time to time ensure that responsibilities are executed effectively. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time. The Company has robust Management Information System which is an integral part of the internal control. The observations and good practices suggested are thoroughly reviewed by the Management and the Audit Committee and appropriately implemented for strengthening the controls of various business processes.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year from the public (except from inter corporate). There was no public deposit outstanding as on 31st March 2014.

LISTING:

The shares of the Company are listed on The Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

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

The particulars as prescribed under sec. 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in an annexure to this report.

PARTICULARS OF THE EMPLOYEES:

None of the employee of the company draws salary more than the limits prescribed in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with Stock Exchange.

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

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:

i. in the preparation of the Annual Accounts for the year ended 31sr March 2014, the applicable accounting standards have been followed, along with proper explanation relating to material departure from the same.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

iii. the directors have taken proper and sufficient care 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

iv. the Annual Accounts have been prepared on a ''going concern'' basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments, high level of people engagement and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge. During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation

for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

APPRECIATION:

Your Directors place on record their gratitude to the Company''s esteemed shareholders, customers, suppliers, associates, financial institutions, banks and the State and Central government for their assistance, co-operation and encouragement they extended to the Company.

For and on behalf of the Board SUNIL CHORDIA MANAGING DIRECTOR DIN - 00144786

Place: Indore Dated: 28th May 2014


Mar 31, 2013

To The Members.

The Directors are pleased to present their "Twenty Fifth" AnnualReport on the business and operations of your Company along with the standalone and consolidated financial statements for the year ended March 31,2013.

FINANCIAL RESULTS:

(Rs. In Lacs) STANDALONE CONSOLIDATED 2012-13 2011-12 2012-13 2011-12

Profit before Depreciation,

Interest* Tax 2,212.12 1,999.18 2,152.26 2,392.72

Interests Financial Charges 853.50 769.16 1361.69 1159.45

Profit before Depreciation 1,358.62 1,230.02 790.57 1,233.27

Less: Depreciation 373.09 357.70 701.44 623.29

Profit before Taxation*

Exceptional Items 985.53 872.32 89.13 609.98

Add: Exceptional Items

Profit before Taxation 985.53 872.32 89.13 609.98

Less: Provision for Taxation

- Current Tax 326.00 267.00 330.18 267.27

-Deferred Tax (19.73) 26.99 (18.92) 27.78

Income Tax for earlier years (0.84 (14.80) (0.73 (14.42)

Profit /(Loss) After Tax 680.10 593.13 (221.40 329.35

Less: Minority Interest 4.31 0.14

Profit/(Loss) for the year 680.10 593.13 (225.71) 329.21

Add: Surplus of Previous Year 1,497.54 1,065.51 169.18 1.06

Amt. available for appropriation 2177.64 1658.64 (56.53) 330.27

APPROPRIATION

Proposed Dividend 43.52 52.22 43.52 52.22

Dividend Tax 7.06 8.88 7.06 8.87

Transfer to General Reserve 20.00 100.00 20.00 100.00

Balance carried to Balance Sheet 2,107.06 1,497.54 (127.11) 169.18

FINANCIAL HIGHLIGHTS:

Financial The Indian economy grew by a sluggish five percent during the year, the slowest in last 10 years. The Industry has been struggling with issues like higher inflation, higher interest rates and persistent political gridlock.

Despite the declining growth rate and economic issues, during the year under review, your company has performed well. Your Company reported growth on standalone basis of about 8% overthe previous year. This growth was outcome of various factors including improved productivity, product quality and superior product mix. During the year under review, your company carried out various improvement oriented activities like waste elimination, ''Sanchayani'' for cost reduction, quality drive, safety measures for workmen and employees welfare activities etc. Because of higher involvement of employees, these activities turned out to be successful for the Company resulting in enhanced overall efficiencies.

The Net revenue from standalone activity of company during the year is 19,792.97 Lacs as compared to Rs. 18,325.54 Lacs in the previous year. The Profit before tax is Rs. 985.53 Lacs as against Rs. 872.31 Lacs in the previous year. And the Net revenue from consolidated activity of company is Rs. 25,387.40 Lacs as compared to Rs. 25,236.27 Lacs in the previous year. However, due to substantial loss in subsidiary company at Thailand, consolidated Profit before tax reduced to Rs. 89.13 Lacs as againstRs.609.98Lacsinthepreviousyear.

PROSPECTS AND OUTLOOK:

The Company continued its efforts to strengthen its relationship with customers both in domestic and international market during the year underreview.

We are glad to inform you that your Company enjoys the status of preferred bead wire supplier to Indian Tyre Companies because of the superior quality and service. Considering supplies from Thailand into Indian market, we command the highest market share in India. As Indian market is expected to grow further and radial tyre production is going to increase in coming years; it is expected that your Company will be in a strongpositiontofurtherincreaseitsmarketshare. SUBSIDIARY COMPANIES:

a) Rajratan Thai Wire Co. Limited, Thailand (RTWL): The period under review has been tough for RTWL as the revenues recorded at Rs. 6,158.87 Lacs as compared to Rs. 7,352.66 Lacs previous year. The business in Thailand is affected due to continuing global economic slow down which keptthe margins underpressure. This coupled with other external and internal factors adversely affected supplies. Your company has taken adequate corrective action to address internal factor and results have started becoming visible. Now onwards, the management focus is on training Thai staff and entrusting more responsibilities on them. The management strongly feels that with continuous focus on quality of product, we shall gain better market share in Thailand as we are the only local supplier of Bead wire in Thailand.

b) Swaraj Technocrafts Pvt. Ltd., Indore (STPL): The Company recorded top line growth of 49% and achieved revenue of Rs. 645.07 Lacs as compared to Rs. 432.91 Lacs in previous year. The Profit before tax increased from 1.84 Lacs to Rs. 18.57 Lacs. During the year under review, Swaraj Technocrafts Pvt. Ltd. made all the supplies to outside customers because neither holding company nor its associate at Thailand made major investments. It is expected that current year would also be better considering the orders in hand with Swaraj Technocrafts Pvt. Ltd.

CORPORATE SOCIAL RESPONSIBILITY:

Your company paid lot of attention to CSR activities and taken new initiatives to improve relationship with Rajratan family and external society. Several Welfare programs for better health of employees were organized such as health camps on gyenic, ENT, pediatric, blood test etc. distribution of homeopathic medicines to employees at the time of incidence of dengue in the city and precautionary tetanus injection were provided. Also the Company has started a "Say no to Tobacco" drive and major success has been achieved. An eye camp was organized along with a charitable trust. Stitching classes were organized with the help of M.P. Welfare Board for woman empowerment and benefit of society and employees.

Your company helped in inception of and regularly contributes in the institution ''Yatna Yuva Sankalp Sansthan'' which works for blind students and provide them employability skills like computer operation skills and transcription skills. The company also support ''Friends of Tribal Society'' forrunning five schools in tribal areas.

SUBSIDIARY COMPANY''S ACCOUNTS:

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007 - CL-III dated 8th February 2011. Accordingly, your Company has presented in this report the Consolidated Financial Statement of the holding company and all its subsidiaries duly audited by Statutory Auditors. The required information in respect of subsidiaries has been disclosed in the consolidated balance sheet. The Company will make available the annual accounts of the subsidiary companies and the related detailed information of its subsidiaries to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company.

DIVIDEND:

Though your company has performed better as compared to last year yet looking into the losses incurred by its subsidiary at Thailand, as a matter of prudence, your Directors have recommended dividend of Re.l per

equity share aggregating to Rs. 43.51 Lacs for financial year 2012-2013 (previous year 12% aggregating to Rs. 52.22 Lacs). The dividend distribution tax on the recommended dividend amounts to Rs. 7.05 Lacs (previous year Rs. 8.87 Lacs). The dividend will be declared in the ensuing Annual General Meeting subject to approval by the Shareholders. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mr. Abhishek Dalmia and Mr. S.S. Mehta shall retire by rotation and are eligible for re-appointment.

AUDITORS:

M/s. Fadnis & Gupte, Chartered Accountants, Indore who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment as Statutory Auditors of the Company till the conclusion of next AGM. As required under the provisions of the Section 224 (IB) of the Companies Act, 1956, the Company has obtained written consent from M/s. Fadnis & Gupte that their appointment, if made, would be in conformity with the limits specified in the Section.

AUDITORS REPORT:

The observations made by the Statutory Auditors in their report have been clarified in the relevant notes forming part of the Account which are self explanatory. The Company has prepared Annual accounts for the financial year 2012-13 in accordance to revised Schedule VI of the Companies Act, 1956.

COST AUDIT:

Pursuant to Section 233-B of the Companies Act, 1956, the company has appointed M/s. Krishna S. & Associate, Mumbai as Cost Auditors to conduct the audit of cost records of the Company for FY 2012-13. The due date for filing the Cost Audit Reports in XBRL mode for the financial year endedMarch 31,2012 was February 28,2013 and the Cost AuditReports was filed on January 30,2013. The Cost Audit Reports for the financial year ended March 31, 2013 will be filed within stipulated time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company believes in formulating adequate and effective internal controls system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved and modified continuously to meet the changes in statutory and accounting requirements. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal controls system periodically and suggests improvements for strengthening the gaps. The Company has robust Management Information System which is an integral part of the internal control. The Audit Committee of the Board of Directors, Statutory Auditors, Internal Auditors and Business Heads periodically review the Internal Audit reports and its findings and corrective actions are taken thereof.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year from the public and there was no public deposit outstanding as on 31st March 2013.

LISTING:

The shares of the Company are listed on The Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

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

The particulars as prescribed under sec. 217(l)(e) of the Companies Act. 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in an annexure to this report.

PARTICULARS OF THE EMPLOYEES:

None of the employee of the company draws salary more than the limits prescribed in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in theListing Agreement with Stock Exchange.

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Certificate from the Auditors of the Company, M/s Fadnis & Gupte confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

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:

i. in the preparation of the Annual Accounts for the year ended 31st March 2013, the applicable accounting standards have been followed, along with proper explanation relating to material departure from the same.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2013 and of the Profit of the Company for the year ended on that date.

iii. the directors have taken proper and sufficient care 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

iv. the Annual Accounts have been prepared on a ''going concern'' basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments and continuous improvement shown by its employees in all functions and areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business. During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the Company''s esteemed shareholders, customers, suppliers, associates, financial institutions, bankers and the State and Central government for their assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and unstinting efforts in ensuring the heights of success. We look forward to their continued support in future. For and on behalf of the Board

Place: Indore SUNIL CHORDIA

Dated: 30th May 2013 MANAGING DIRECTOR


Mar 31, 2012

The Directors are pleased to present their "Twenty Forth" Annual Report on the business and operations of your Company along with the standalone and consolidated financial statement for the year ended March 31,2012.

FINANCIAL RESULTS: (Rs. In Lacs)

STANDALONE CONSOLIDATED

2011-12 2010-11 2011-12 2010-11

Profit before Depreciation, Interest and Tax 1,999.18 2,156.77 2,392.72 2,437.18

Interest and Financial Charges 769.16 603.63 1,159.45 905.19

Profit before Depreciation 1,230.02 1,553.14 1,233.27 1,531.99

Less: Depreciation 357.70 334.12 623.29 571.42

Profit before Taxation & 872.32 1,219.02 609.98 960.57 Exceptional Items

Add: Exceptional items — — — 150.04

Profit before Taxation 872.32 1,219.02 609.98 1,110.61

Less: Provision for Taxation

-Current Tax 267.00 384.13 267.27 390.95

-Deferred Tax 26.99 29.30 27.78 31.22

Income Tax for earlier years (14.80) — (14.42) 1.46

Profit After Tax 593.13 805.60 329.35 686.98

Less Minority Interest — — 0.14 3.89

Profit for the year 593.13 805.60 329.21 683.09

Add: Surplus of Previous Year 1,065.52 436.29 1.06 (495.01)

Amt.available for appropriation 1,658.65 1,241.89 330.27 188.08

APPROPRIATION

Proposed Dividend 52.22 65.28 52.22 65.63

Dividend Tax 8.87 11.09 8.87 11.39

Transfer to General Reserve 100.00 100.00 100.00 110.00

Balance carried to Balance Sheet 1,497.56 1,065.52 169.18 1.06

FINANCIAL HIGHLIGHTS:

Financial year 2012 witnessed a turbulent business environment that moderated growth. The year started with optimism, but as it progressed, there were challenges with inflation, decelerating growth and hardening investment climate which adversely affected consumer sentiments. The global economic environment barely a year after recession, witnessed lower economic growth resulting primarily from Euro zone sovereign debt crises and geo-political instability.

During the year under review, your Company reported a top-line growth on standalone basis of about 13% over the previous year. This growth was driven on multiple platforms including network relationship, product innovation and quality. This year Company has also put in place a daily work management system under project "Lakshya" which has resulted in improved operational results.

During the year, the Net revenue from standalone operations of your company was 18325.54 Lacs as compared to Rs. 16163.33 Lacs in the previous year. The operating Profit before tax was 872.31 Lacs as against Rs. 1219.02 Lacs in the previous year. The main reason for decrease in current year's profits was increase in prices of wire rod, the burden of which could not passed on to customers completely along with increased finance cost.

During the year, the Net revenue from consolidated operations of your company was 25235.90 Lacs as compared to Rs. 21987.23 Lacs in the previous year. The consolidated operating Profit before tax was 609.98 as againstRs. 1110.62 in the previous year.

PROSPECTS AND OUTLOOK:

We are happy to inform you that your Company enjoys the status of being number one supplier in terms of both quality and quantity of Bead Wire to Auto Tyre manufacturers in India, this includes the supplies from Thailand to Indian customers.

Because of strong foot hold in the Indian market which is expected to grow by 8 to 10% in the current year, your company is expected to further grow in the current year, in spite of global gloomy picture and continuous rising cost of Material, Man Power and Finance etc.

SUBSIDIARY COMPANIES:

a) Rajratan Thai Wire Co. Limited, Thailand (RTWL) recorded growth of 6% in sales volume i.e. 13,548 MT as compared to 12,752 MT previous year. During the year under review, RTWL reported a top-line growth about 25% over the previous year. Net Sales stood at Rs. 74 Crores as compared to Rs. 59 Crores in previous year. However, global competition and delays in getting approvals from prime customers and flood in Thailand in October 11, has adversely affected the margins. Net loss stood at Rs. 2.91 Crores as compared to Rs. 1.55 Crores previous year.

RTWL is working hard to get approvals of the major tyre companies that will significantly improve the performance and company is targeting a growth of 50% inF.Y. 2012-13. The major Tyre giants in world like Bridgestone, Yokohama and Sumitomo had technically approved the Company's products. The Company is supplying regularly to Sumitomo and has received trial orders from Bridgestone and Yokohama.

b) Swaraj Technocrafts Pvt. Limited, Indore (STPL) recorded the revenue of Rs. 433.53 Lacs as compared to Rs. 606.18 Lacs in previous year. The operating Profit before tax was reduce to 1.84 Lacs only as against Rs. 22.15 Lacs in the previous year mainly due to increase cost of raw materials and reduction in turnover.

SUBSIDIARY COMPANY'S ACCOUNTS:

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Statement of Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007 - CL-III dated 8th February 2011. Accordingly, your Company has presented in this report the Consolidated Financial Statement of the holding company and all its subsidiaries duly audited by Statutory Auditors. The required information in respect of subsidiaries have been disclosed in the consolidated balance sheet.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information of its subsidiaries to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 12% per equity share aggregating to Rs. 52.22 Lacs for financial year 2012 (previous year 15% aggregating to Rs. 65.28 Lacs). The dividend distribution tax on the recommended dividend amounts to Rs. 8.87 Lacs (previous year Rs. 11.09 Lacs). The dividend will be declared in the ensuing Annual General Meeting based on approval by the Shareholders.

DIRECTORS:

During the year Mr. Mofatraj Munot resigned from the office of Directorship of the Company. The Board places on record its appreciation for the valuable contribution made by him during his tenure. In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. P.D. Nagar and Mr. Chandrashekhar Bobra retires by rotation and are eligible for re- appointment/s.

The tenure of Mr. Sunil Chordia, Managing Director, has expired on 31st March, 2012 and Board of Directors at their meeting held on 28th May, 2012 has re-appointed him for further period of three years w.e.f 1st April, 2012 subject to approval of members in ensuing annual general meeting. The Board recommends his appointment.

The Board appointed Mrs. Sangeeta Chordia as Whole time Director w.e.f. 1st July, 2011 subject to approval of shareholders in the ensuing Annual General Meeting.

The Board appointed Mr. Surendra Singh Maru as an Additional Director with effect from 28th May 2012. Mr. Surendra Singh Maru will hold office till the date of forthcoming Annual General Meeting. A notice has been received from a member of the Company proposing the candidature of Mr. Surendra Singh Maru for being appointed as a Director of the Company.

AUDITORS:

M/s. Fadnis & Gupte, Chartered Accountants, Indore who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment as the Statutory Auditors of the Company till the conclusion of next Annual General Meeting. As required under the provisions of the Section 224 (IB) of the Companies Act, 1956, the Company has obtained written consent from M/s. Fadnis & Gupte that their appointment if made would be in conformity with the limits specified in the Section.

AUDITORS REPORT:

The observations made by the Statutory Auditors in their report have been clarified in the relevant notes forming part of the Account which are self explanatory. The Company has prepared Annual accounts for the financial year 2011-12 in accordance to revised Schedule VI of the Companies Act, 1956. Therefore, the previous period figures have been regrouped/ re-cast wherever necessary.

COST AUDIT:

In terms of Notification no. 429E dated 3rd June 2011 read with Order no. 52/26/CAB/2010 dated 30th June 2011 of the Central Government and pursuant to Section 233-B of the Companies Act, 1956, the audit of Cost records has been made applicable on your Company. Accordingly, the Company has appointed M/s. Krishna S. & Associate, Mumbai as Cost Auditors to conduct the audit of cost records of the Company for FY 2011-12. The Company will file the cost Audit Report within stipulated time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company believes in formulating adequate and effective internal controls system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved and modified continuously to meet the changes statutory and accounting requirements.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal controls system periodically and suggests improvements for strengthening the gaps. The Company has robust Management Information System which is an integral part of the internal control. The Audit Committee of the Board of Directors, Statutory Auditors, Internal Auditors and Business Heads periodically review the Internal Audit reports and its findings and corrective actions are taken thereof.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year from the public and has no public deposit outstanding as on 31st March 2012.

LISTING:

The shares of the Company are listed on The Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars as prescribed u/s 217(l)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are set out in an annexure to this report.

PARTICULARS OF THE EMPLOYEES:

None of the employee of the company draws salary more than the limits prescribed in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with Stock Exchange.

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Certificate from the Auditors of the Company, M/s Fadnis & Gupte confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report. 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 conformed that:

i. in the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed, along with proper explanation relating to material departure from the same.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date.

iii. the directors have taken proper and sufficient care 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

iv. the Annual Accounts have been prepared on a 'going concern' basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS::

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments and continuous improvement shown by its employees in all functions and areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business. During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the Company's esteemed shareholders, customers, suppliers, associates, financial institutions, bankers and the state and central government for their assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and unstinting efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on behalf of the Board

Place: Indore SUNIL CHORDIA

Dated: 28th May 2012 MANAGING DIRECTOR


Mar 31, 2011

The Members.

The Directors hereby present their Twenty Third Annual Report on the business and operations of the Company and the consolidated and standalone financial accounts forthe financial year ended on SlstMarch, 2011.

FINANCIAL RESULTS:

(Rs. In Lacs)

2010-11 2009-10

Profit before Depreciation, Interest and Tax 2156.77 2216.46

Interest and Financial Charges 603.63 502.74

Profit before Depreciation 1553.14 1713.72

Less: Depreciation 334.12 312.85

Profit before Taxation 1219.02 1400.87

Less: Provision for Taxation

-Current Tax 384.13 493.43

-Deferred Tax 29.30 3.10

Prior Period Expenditure/(Income) - (4.84)

Profit After Tax 805.59 909.18

Add: Surplus of Previous Year 436.29 103.47

Amount available for appropriation 1241.88 1012.66

APPROPRIATION

Proposed Dividend 65.28 65.28

Dividend Tax 11.09 11.09

Transfer to General Reserve 100.00 500.00

Balance carried to Balance Sheet 1065.51 436.29

PERFORMANCE HIGHLIGHTS:

Your Company has registered an increase of 9% in net sales to Rs. 161 Crores as against Rs. 148 Crores in previous year. The Company's operations remained profitable though at a lower level than the previous year due to increase in prices of wire rod (which could not be fully passed on to customers) coupled with higher finance cost resulted in decrease in PBTtoRs. 12.19 Crores as compared toRs. 14.01 Crores in previous year. PROSPECTS AND OUTLOOK:

The Indian economy has sustained higher growth trend so far. All demand drivers for tyre industry viz. automobile industry, road infrastructure development, growing economy and increasing exports are showing the strong growth trends. Therefore your Company anticipates better demand and targets a growth of 25% in FY 2011-12. However, risingraw material cost, fuel prices and hardening interest cost continue to remain a cause of concern. To mitigate this, the Company has planned several corrective measures viz. superior product mix. increasing volumes, improve productivity, product quality and ensuring overall operational efficiencies. SUBSIDIARY COMPANIES:

a) Rajratan Thai Wire Co. Limited, Thailand (RTWL) recorded growth of 37% in sales volume i.e. 12752 MT as compared to 9267 MT previous year. Net Sales stood at Rs. 54 Crores as compared to Rs. 36 Crores in previous year. However, due to weak demand, global competition and delays in getting approvals from prime customers has adversely affected the margins. Net loss stood at Rs. 1.55 Crores as compared to Rs. 2.62 Crores previous year. To meet increased capital requirement, the company further subscribed a sum of Rs. 5,71,41,677/- to equity share capital of wholly owned subsidiary during the year.

RTWL is working hard to get approvals of the major tyre companies that will significantly improve the performance and company is targetingagrowthof50%inF.Y.2011-12.

b) During the year, the Company has acquired additional 31,500 fully paid equity shares of Swaraj Technocrafts Pvt. Ltd. (STPL)

representing 18% of the equity share capital of STPL, consequently. its shareholding in STPL stands at 68% and it has become a Subsidiary Company.

SUBSIDIARY COMPANY'S ACCOUNTS:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and required information in respect of subsidiaries have been disclosed in the consolidated balance sheet. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

DIVIDEND:

Directors are pleased to recommend a dividend of Rs. 1.5 per equity share (15%) of Rs. 10/- each (previous year Rs. 1.50 per share of Rs. 10/- each) for the year ended 31st March, 2011. The dividend will be declared in the ensuing Annual General Meeting based on approval by the Shareholders.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. S.S. Mehta and Mr. Abhishek Dalmiaretires by rotation and are eligible for re-appointment.

AUDITORS:

M/s. Fadnis & Gupte, Chartered Accountants, Indore, the Statutory Auditors, are retiring at the conclusion of twenty third Annual General Meeting. The Auditors has furnished a Certificate as required under Section 224(1B) of the Companies Act, 1956 and has consented to continue to act as auditors of the company for the current year, if re- appointed.

AUDITORS REPORT:

Report of the Auditors and their observations and notes to the accounts of the Company for the year under review are attached herewith which are self-explanatory and does not require further explanation.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year from the public and has no public deposits outstanding as on 31 st March 2011.

LISTING:

The shares of the Company are listed on the Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

INDUSTRIAL RELATIONS:

Your Directors are pleased to report that the relations with the employees and workers are continued to be cordial during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employee of the company draws salary more than the limits prescribed in section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with Stock Exchange.

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Certificate from the Auditors of the Company, M/s Fadnis & Gupte confirming compliance of conditions of Corporate Governance as stipulated underthe aforesaid Clause49, is annexed to this Report.

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 conformed that:

i. in the preparation of the annual accounts, the applicable accountingstandards have been followed, along with proper explanation relating to material departure from the same.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 3 IstMarch, 2011.

iii. that the directors have taken proper and sufficient care 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 otherirregularities;and

iv. the directors have prepared the annual accounts on a 'going concern'basis.

PERSONNEL:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity and continuous improvement in all functions and areas to ensure efficient utilization of the Company's resources for sustainable and profitable growth.

During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the Company's esteemed shareholders, customers, suppliers, associates, financial institutions, bankers, and the state and central government for their assistance, co-operation and encouragement they extended to the Company. The Directors also placed on record their sincere appreciation to the employees for their continuing support and unstinting efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on behalf of the Board

Place: Indore SUNIL CHORDIA

Dated: llth May2011 MANAGING DIRECTOR


Mar 31, 2010

The Directors hereby present their Twenty Second Annual Report on the business and operations of the Company and the consolidated and standalone financial accounts for the financial year ended on 31 st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lacs)

2009-10 2008-09 Profit before Depreciation,

Interest and Tax 2202.13 1866.15

Interest and Financial Charges 488.40 680.71

Profit before Depreciation 1713.73 1185.44

Less: Depreciation 312.86 304.97

Profit before Taxation 1400.87 880.47

Less: Provision for Taxation

-Current Tax 493.43 299.10

-Deferred Tax 3.10 9.55

Prior Period Expenditure/(Income) (4.84) (0.86)

Profit After Tax 909.18 572.68

Add: Surplus of Previous Year 103.47 81.71

Amount available for appropriation 1012.65 654.39

APPROPRIATION

Proposed Dividend 65.28 43.52

Dividend Tax 11.09 7.39

Transfer to General Reserve 500.00 500.00

Balance carried to Balance Sheet 436.29 103.48

PERFORMANCE HIGHLIGHTS:

This was a landmark year for the Company for its operating performance with earning growth amidst extra ordinary challenges of price volatility of raw material and demand reduction in the beginning of the financial year. Your Company has registered sales volume of 28,964 MT as compared to 25,831 MT having growth by over 12% though net sales wcre Rs. 148 Crore as against Rs. 145Croreof previous year. During the period, demand remained better and the Company recorded increase of 18% in PBIDTA over previous year due to improved operating efficiencies and major savings in financial cost. This has resulted in a healthy increase of 59% in PBT over previous year i.e. Rs. 14.01 Crore against Rs. 8.80 Crore in previous year.

PROSPECTS AND OUTLOOK:

The Indian economy has been on growth track so far. With the domestic demand rebounding, indications of increasing investments / expansion plans in tyre business, growth in the Companys business is anticipated by 20% in the year 2010-11. In order to tap this growth, the Company is working on a productivity improvement project, increasing operational efficiencies, adding few machines & modernization of equipments. Steel price have been volatile in the previous year and is still continuing. However, with the supply situation now improving, prices are expected to get stabilized soon.

SUBSIDIARY COMPANY:

Global economy had witnessed the worst economic recession in 2008-09 that affected across all sectors. This was the time when Rajratan Thai Wire Co. Limited, Thailand (RTWL), had entered the market and consequently, witnessed the losses. Global market remained affected from recession during first half of 2009-10, however, second half shown signs of improvement. During the period under review RTWL registered sales volume of 9267 MT as compared to 2791 MT previous year. Net Sales stood at Rs. 36.40 Crores as compared to Rs. 14.43 Crores previous year. Net loss was considerably reduced to Rs. 2.62 Crores as compared to Rs. 6.13 Crores previous year. The Company is now in a turnaround phase. It is in process to obtain ISO-TS certification and planned to increase the capacity from 12000 MT to 24000 MT p.a. RTWL is also hopeful to get approvals of the samples from major tyre companies that will significantly improve the performance.

DIVIDEND:

Your Directors are pleased to recommend a dividend @ 15% i.e. Rs. 1.50 per equity share of Rs. 10/- each (previous year Rs. 1.00 per share) for the year ended 31st March, 2010. The dividend will be declared in the ensuing Annual General Meeting based on approval by the Shareholders.

DIRECTORS:

Mr. Chandanmal Chordia resigned from the office of the Chairman and Director with effect from 5th May 2010. The Board places on record its deep sense of appreciation for the invaluable contribution made by Mr. Chandanmal Chordia during his tenure as the Chairman and Director of the Company.

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Chandrashekhar Bobra and Mr. P. D Nagar retire by rotation and are eligible for re-appointment.

Mrs. Sangita Chordia was appointed as the Additional Director of the Company effective from 5th May 2010 till the conclusion of the ensuing Annual General Meeting and is recommended to be appointed as a director liable to retire by rotation in the ensuing Annual General Meeting.

Mr. Deepesh Trivedi was appointed as the Executive Director of the Company for a period of three years effective from 21st January 2008 and his tenure of appointment expires on 20th January 2011. In view of the contribution made by him for the progress of the Company it is proposed to reappoint him as Executive Director for a further period of 3 years effective from 21 st January 2011.

AUDITORS:

M/s. Fadnis & Gupte, Chartered Accountants, Indore, the Statutory Auditors, are retiring at the conclusion of twenty second Annual General Meeting. The Auditors has furnished a Certificate as required under Section 224(1B) of the Companies Act, 1956 and has consented to continue to act as auditors of the company for the current year, if re- appointed.

AUDITORS REPORT:

Report of the Auditors and their observations and notes to the accounts of the Company for the year under review are attached herewith which are self-explanatory and does not require further explanation.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year from the public and has no public deposits outstanding as on 31 st March 2010.

LISTING:

The shares of the Company are listed on The Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

INDUSTRIAL RELATIONS:

Your Directors are pleased to report that the relations with the employees and workers are continued to be cordial during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

Name Designation Age Last Date of Qualifi -cation Experience Remun-

Employed Joining eralion ((including Allowances)

Mr. Sunil Chordia M.D. 47 - 09.09.1988 B.Sc, DCMA. M.BA 25 3500000/-

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Coiporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with Stock Exchange.

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Certificate from the Auditors of the Company, M/s Fadnis & Gupte confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

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:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departure from the same.

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010.

iii. that the directors have taken proper and sufficient care 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

iv. the directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity and continuous improvement in all functions and areas to ensure efficient utilization of the Companys resources for sustainable and profitable growth.

During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the Companys esteemed shareholders, customers, suppliers, associates, financial institutions, bankers, and the state and central government for then- assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees for their continuing support and unstinting efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on behalf of the board

Indore

SUNIL CHORDIA Dated: 05th May 2010 MANAGING DIRECTOR

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