Enter the first few characters of Company and click 'Go'

Directors Report of Rajratan Global Wire Ltd.

Mar 31, 2022

Your Directors present the 34th Annual Report on the business and operations of the Company along with the audited standalone and consolidated financial statements for the year ended 31^st March, 2022.

1. Financial Results

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

2. Overview of Companyâs Financial Performance:

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

A. On standalone basis

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

B. Consolidated revenues

The company consolidated revenue were Rs. 89287 Lakhs in FY 21-22 compared with Rs. 54654 Lakhs in FY 20-21. The company''s profit after tax increased from Rs. 5,313 Lakhs in FY 21 to Rs. 12,433 Lakhs in FY 21-22. The EBITDA* has increased from Rs. 9211 Lakhs in FY 20-21 to Rs. 18159 Lakhs in FY 21-22.

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

3. Economic scenario

The geopolitical conflict might lead to a major slowdown in global economy in 2022 which might result in a decline in GDP and a further spike in inflation, as observed by the International Monetary Fund (IMF). Inflation in advanced economies is expected to be 5.7%, while it is predicted to be 8.7% in emerging markets and developing economies (EMDEs). The worsening supply-demand imbalance will lead to a further rise in inflation. The spike in fuel and commodity prices is driven by the war. Global market volatility, commodity price rise especially crude oil price has impacted the Indian economy as well. However domestic growth rate is gradually improving. Considering all the parameters, the real GDP growth is projected at 7.2 % for 2022-23. Hence, following the initial recovery in economy, successive years may witness a significant slowdown.

4. Prospects and Outlook

Despite the supply-demand bottleneck, your company maintained a strong balance sheet. The company has increased its consolidated revenue to Rs. 89,286 Lakhs. The sale volumes have also witnessed an increase during the year under review. The first phase of the new factory in Chennai is

expected to be completed by the end of FY 22-23 which will boost the company''s production capacity so that the company can capture the future rise in demand. The surging production of automobiles increases the need for tyres, aiding the growth of the bead wire industry. The company plans to grow its national and international footprint in the coming years. The company has continued its effort to deliver a quality product and service to the customers, which helps maintain the leadership position in the market.

5. Dividend

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

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

Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board of Directors of your company has approved and adopted, the Dividend Distribution Policy of the Company and the same is made available on the website of the Company. The same can be accessed on https://rairatan. co.in/investors/

6. Transfer to Reserves

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

7. Share Capital

The paid up share capital of the company as on 31^st March, 2022 is Rs. 1015.42 Lakhs. There has been no change in the paid up capital of the Company during the year under review. Your company does not hold any instruments convertible into the equity shares of the Company.

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

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

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

8. Subsidiary Companies

The Company has only one foreign wholly-owned subsidiary viz. Rajratan Thai Wire Co. Ltd. There was no associate company within the meaning of Section 2(6) of the Companies Act, 2013(âActâ). There was 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 Rajratan Thai Wire Co. Ltd, Thailand the WOS of the Company during the year, was below -

Rajratan Thai Wire Co. Limited, Thailand:

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

9. Directorsâ 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;

its CSR trust, the Rajratan Foundation. The Company''s CSR policy is available on our website, at www.rajratan.co.in/ investors/. The annual report on our CSR activities is appended as âAnnexure II'' to the Board''s Report.

15. Business Responsibility Report

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

16. Directors and key managerial personnel

On the recommendation of Nomination and remuneration committee, the Board at its meeting held on 21^st April, 2022 has appointed Mr. Sanjeev Sood (DIN: 08518148) as additional independent director of the Company for a period of three years, effective from 21^st April, 2022, subject to approval of the members at the ensuing Annual General Meeting. Mr. Sood brings to Board valued insights and perspectives on complex financial and operational issues.

The resolution for confirming the appointment of Mr. Sanjeev Sood as an independent Director of the Company forms part of the Notice convening the Annual General Meeting (âAGM'') scheduled to be held on 21^st June, 2022.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Yashovardhan Chordia (DIN: 08488886) Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment. The necessary resolution for re-appointment of Mr. Yashovardhan Chordia forms part of the Notice convening the Annual General Meeting (âAGM'') scheduled to be held on 21^st June, 2022.

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

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

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

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

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

17. Number of meetings of the board

Five 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 2021-22 are

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 31^st March, 2022 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 National stock Exchange, 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 âAnnexure-Iâ to this report.

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

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

14. Corporate Social Responsibility

As a part of CSR initiative under the âCorporate Social Responsibility'' drive, the Company has undertaken projects mainly in the areas education, women empowerment, health care and plantation. The Company works primarily through

given in the Corporate Governance Report, which forms part of this Annual Report.

18. 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 (âNRCâ) 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.

19. Board Committees

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

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders'' Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

Details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

20. Policy on directorsâ appointment and remuneration and other details

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

21. Managerial Remuneration and particulars of employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration 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 âAnnexure-MI.â The Chairman and Managing Director of your Company does not receive remuneration from any of the subsidiary of your Company.

22. Transactions with related parties

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

Further, during Financial Year 2021-22, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The policy on Related Party Transactions is uploaded on the Company''s website www.rairatan.co.in/investors/. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, though not mandatory, is given in âAnnexure-IVâ in Form AOC-2 and the same forms part of this report.

23. Annual return

The Annual Return of the Company as on 31^st March, 2022 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www. rajratan.co.in/investors/.

24. Loans, Guarantees and Investment

The company has given loans and issued guarantee in favor of its wholly- owned subsidiary viz. 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. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. Auditors:

a. Statutory Auditors:

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

There is no audit qualification, reservation or adverse remark for the year under review.

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 Vatsalya Sharma, Company Secretary in Practice (CP No. 19754) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure-Vâ The secretarial audit report does not contain any qualification, adverse observations/remarks.

c. Cost Auditors:

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

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

Further the Board of Directors on the recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost and Management Accountants (Firm

Registration No. 000030), Practicing Cost Accountants to conduct the audit of the cost accounting records of the Company for Financial year 2022-23. As required under the Companies Act, 2013 resolution seeking members approval for the remuneration payable to Cost Auditor form part of the notice convening the AGM for their ratification.

d. Internal Auditor

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

26. Internal Control System and their Adequacy, Internal Financial Controls

Your Company''s internal control system is commensurate with its scale of operations designed to effectively control the operations. 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. 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.

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

27. 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. In line with SEBI Regulations, your company has set up a Risk Management committee to monitor the risks and thier Mitigation Actions. The details of Risk Management committee are provided elsewhere in this report. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

28. 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) Regulations, 2015.

A separate report of the Board of Directors of the Company on Corporate Governance is an integral part of the Annual Report and included as Annexure âVII'' and the Certificate from M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C), 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 âVIII''.

b) Familiarisation Program for Independent Directors

Your Company has in place a Familiarisation 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 familiarise the Independent Directors with the strategy operations and functions of the Company. The details of the familiarisation program of the independent directors are available on the website of the Company www.rajratan.co.in/investor/.

c) Dematerialisation of Shares

The shares of your Company are being traded in electronic form and 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 dematerialisation of shares with either of the Depositories as aforesaid. As on 31^st March, 2022, 98.86% of the share capital stands dematerialised.

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

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

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. The said policy is available on the website of the Company www.rajratan. co.in.

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. 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/investor.

j) As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and has formed required committee. During the year under review, no complaints were reported.

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

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

m) In accordance with the provisions of the Act and Listing Regulations read with relevant accounting standards, the consolidated audited financial statement forms part of this Annual Report.

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

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

p) As per the provisions of Companies (Acceptance of Deposits) Rules, 2014 the company has taken unsecured loan from directors during the year and the details of such loans have been disclosed in the âNotes to Account''.

29. Management Discussion and Analysis

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

30. Cautionary Note:

The management discussion and analysis report containing your Company''s objectives, projections, estimates and expectation may constitute certain statements, which are forward looking within the meaning of applicable laws and regulations. The statements in this management discussion and analysis report could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operation include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in the governmental regulations, tax regimes, forex markets, economic developments within India and the countries with which the Company conducts business and other incidental factors.

31. Annexures Forming A Part of Directorâs Report

The Annexures 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
1â1 1â1 1â1	Managerial Remuneration and Particulars of Employees
IV	Related Party Transactions
V	Secretarial Audit Report
VI	Corporate Governance Report
VII	Certificate on Corporate Governance Report
VIII	AOC-1
IX	Business Responsibility Report

32. Human Resources and Industrial Relations:

The Company believes that its employees are critical to its success. It is committed to providing them with skills and opportunities that aid their growth and professional development. The Company conducts training programs to improve technical and behavioural skills, business excellence, management and leadership skills. It also creates awareness about company values and the code of conduct. The company believes in a safety culture, and implements policies and programmes to safeguard the health and well-being of its people. It also strives to create a diverse and inclusive workplace that accommodates people from varied backgrounds, with an unbiased attitude to personal preferences, cultural or sexual orientation, geographical origin etc.

33. 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.

Mar 31, 2018

To the members,

The Directors present the 30th Annual Report on the business and operations of the Company along with the audited standalone and consolidated financial statements for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year under review along with previous year figures is given hereunder:

Rs. in Lakhs

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	22,256.53	19,771.41	34,877.29	30,451.68
Other Income	199.99	247.54	490.19	217.52
Profit before Depreciation, Interest & Tax	2,089.08	2259.24	3,822.24	4,315.81
Interest & Financial Charges	582.45	710.47	867.31	1,056.15
Profit before Depreciation	1,506.63	1,548.77	2,954.93	3,259.66
Less: Depreciation	341.25	339.95	773.78	718.73
Profit before Taxation & Exceptional Items	1,165.38	1,208.82	2,181.15	2,540.93
Add: Exceptional Items	166.03	-	166.03
Profit before Taxation	1,331.41	1,208.82	2,347.18	2,540.93
Less: Provision for taxation
-Current Tax	399.38	390.78	399.38	390.78
-Deferred Tax	52.64	(7.52)	238.68	259.47
Income Tax for earlier years		-	-	-
Profit After Tax	879.39	825.56	1,709.12	1,890.68
Less: Minority Interest		-	-	-
Profit for the year	879.39	825.56	1,709.12	1,890.68
Profit/(Loss) from Discontinued Operations			2.89	(7.56)
Less: Tax Expenses of Discontinued Operations
-Current Tax	-	-	-	-
-Deferred Tax	-	-	(0.96)	(3.81)
Profit/(Loss) from Discontinued Operations	-	-	3.85	(3.75)
Profit/(Loss) for the period	879.39	825.56	1,712.97	1,886.93
Other Comprehensive Income
(a) Items that will not be reclassified to Profit or Loss	22.12	(32.53)	22.13	(38.68)
(b) Items that will be reclassified to Profit or Loss	-	-	253.97	(7.28)
Total Comprehensive Income for the year	901.51	793.03	1,989.06	1,840.97
Total Comprehensive Income attributable to
Parent Company	-	-	1,987.83	1,844.14
Non Controlling Interest	-	-	1.23	(3.17)
Total Comprehensive Income for the year	901.51	793.03	1,989.06	1,840.97

2. Overview of Companyâs Financial Performance:

The companyâs performance during Financial Year 2017-18 on a standalone and consolidated basis were as follows -

A. On standalone basis

Your companyâs Indian operations reported 13% increase in revenues to Rs. 222 Crores in FY 2017-18 compared to Rs. 197 Crores in the previous financial year. EBIDTA before exceptional items declined 7% on account of an increase in raw material costs that could not be immediately passed on to customers. The companyâs net profit before other comprehensive income increased from Rs. 8.25 Crores in 2016-17 to Rs. 8.79 Crores in 2017-18.

B. Consolidated revenues

Your companyâs consolidated operations reported a 14% increase in revenues to Rs. 348 Crores in FY 2017-18 compared to Rs. 304 Crores in the previous financial year. EBIDTA before exceptional item declined 11.5% on account of inflationary raw material conditions. The companyâs net profit before other comprehensive income declined from Rs. 18.86 Crores in 2016-17 to Rs. 17.12 Crores in 2017-18.

3. Economic scenario

India reported GDP growth of 6.7% during the year under review, rising to 7.7% in the last quarter. The outperforming growth of the last quarter indicates that the country has adjusted to GST and that consumer spending has returned. In view of this reality, the country is expected to report higher annual growth in 2018-19; World Bank has estimated 7.3% growth for the full year. The improved economic outlook augurs favourably for the countryâs automobile sector, benefiting ancillary products like tyres (and in turn bead wire manufacturers like your Company.

4. Prospects and Outlook

Your company addresses a positive outlook. The imposition of anti-dumping duty on tyres imported from China has encouraged the creation of additional capacity within India. A number of prominent tyre companies have announced expansions. Besides, the growth in Indiaâs automobile industry is expected to sustain, strengthening the offtake of tyres, the companyâs principal sectoral customer.

Your company is addressing this favourable sectoral environment by doubling capacity of its Indian operations and enhancing capacity of its Thailand operations. These expansions are being implemented at modest costs and largely funded through accruals. These expansion programmes are schedules for commissioning during the current financial year.

5. Dividend

Your Directors recommended a dividend Rs. 1.50 per equity share of Rs. 10/- each i.e. @15% for the financial year ended 31st March, 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 21st July, 2018. The total dividend appropriation for the current year is Rs. 78.69 Lakhs (inclusive of corporate dividend tax of Rs. 13.42 Lakhs).

6. Transfer to Reserves

Consequent to introduction of Companies Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of profit or loss account to the General reserves. The Company proposes to transfer Rs. 600.00 Lakhs to the General Reserve out of the amount available for appropriation and Investment subsidy of Rs. 15.00 Lakhs as per IND AS.

7. Share Capital

There was no change in the paid share capital of the Company during the year ended on 31st March, 2018. However as per the Scheme of merger as approved by the Honâble National Company Law Tribunal, Ahmedabad Bench, after increase of Rs. 15,00,000, the Authorised Capital of the Company stood at Rs. 8,15,00,000 divided into 81,50,000 shares of Rs. 10.00 each.

8. Subsidiary Companies

At the beginning of the year under review, your Company had three subsidiaries. During the year the company divested its entire stake of Swaraj Technocrafts Pvt. Ltd., hence this company is no longer a subsidiary of your Company. Further, Cee Cee Engineering Industries Pvt. Ltd., a wholly-owned subsidiary, was merged into the Company as per the Order of the Honâble National Company Law Tribunal, Ahmedabad Bench, during the year.

At the close of the financial year under review, the Company had only one foreign wholly-owned subsidiary viz. Rajratan Thai Wire Co. Ltd. There was no associate company within the meaning of Section 2(6) of the Companies Act, 2013(âActâ). There was 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 Companyâs 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 Rajratan Thai Wire Co. Ltd, Thailand the WOS of the Company during the year, was below -Rajratan Thai Wire Co. Limited, Thailand: Rajratan Thai Wire Co. Ltd., Thailand (Rajratan Thailand) is a wholly-owned subsidiary of the company with manufacturing facilities at Ratchaburi, Thailand. The subsidiary is engaged in the manufacture of bead wire.

During the year, It recorded 15.38% growth in sales volume - 22756 MT compared to 19722 MT in the previous year. Net revenues increased by 20% to Rs. 13990 Lakhs from Rs. 11202 Lakhs in the previous year. Profit after tax stood at Rs. 8.29 Crores as against Rs. 10.65 Crores in the previous year.

9. Directorsâ 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;

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, 2018 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 payment of the listing fees. There was no suspension of trading during the year under review. The Company has withdrawn the application for listing of shares made to National Stock Exchange in October 2017. Further consequent to the order of Honâble Securities Appellate Tribunal fresh application for NSE listing is being made.

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 âAnnexure-Iâ to this report.

13. Material changes and commitments occurred after the end of the Financial Year till date

The Board has decided to increase the installed plant capacity to 72000 MT per year at approximate cost of Rs. 60.00 Crores.

14. Corporate Social Responsibility

Your Company is guided by the belief that every life is important and must be given fair opportunities to make the best out of it. Your Company has created a trust namely Rajratan Foundation which administers the planning and implementation of all CSR actions of the Company. 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 âAnnexure IIâof 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.

15. Directors and key managerial personnel

The Board of Director on the recommendation of the Nomination and Remuneration Committee at its meeting held on 23rd January, 2018 has approved the re-appointment of Mr. Sunil Chordia (DIN - 00144786) as a Managing Director of the Company for a period of three years w.e.f. 1st April, 2018.

Mr. Rajesh Sharda (DIN - 07054540) was appointed as Additional Director of the w.e.f. 25th October, 2017, to hold office until the date of ensuing Annual General Meeting. He was also appointed as CEO & Executive Director w.e.f. 25th October, 2017 of the Company for a period of three years.

Mr. Rajesh Sharda has submitted his resignation effective from 16th June, 2018 from the post of director as well as CEO & Executive Director of the Company, consequently the Board has noted his resignation. Since he is to be confirmed as a director in the AGM and before his confirmation could be considered by shareholders he has resigned, therefore it is not required to take the necessary approval for his confirmation as director as well as Executive Director.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the company CA. P.D. Nagar (DIN 00151621) and CA. Abhishek Dalmia (00011958) shall retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment.

The brief resume of the Directors and other related information has been detailed in the Notice convening the Annual General Meeting of the Company. Pursuant to the provisions of the Section 149 of the Act the existing independent directors are continuing.

During the year Mr. Hitesh Jain was appointed as Chief Financial Officer of the Company who is Key Managerial Personnel in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read relevant Rules made there under.

16. 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 2017-18 are given in the Corporate Governance report, which forms part of this Annual Report.

17. Board evaluation

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

18. Board Committees

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholdersâ Relationship Committee

- Corporate Social Responsibility Committee Details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

19. Policy on directorsâ appointment and remuneration and other details

The Companyâs policy on directorsâ 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 Directorsâ Report as âAnnexure-IIIâ and is also available on the website of the company at www.rajratan.co.in/ investors.

20. 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 âAnnexure-IV.â The Managing Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

21. Transactions with related parties

During the Financial Year 2017-18, all contracts/ arrangements/transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and at armâs length basis. During the Financial Year 2017-18, your Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered âmaterial. Thus, there are no transactions required to be reported in form AOC-2. The Board has taken on record all transaction with related parties.

Further, during Financial Year 2017-18, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013 and Listing Regulations for its approval. The policy on Related Party Transactions is uploaded on the Companyâs website www.rajratan.co.in/investors. 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, though not mandatory, is given in âAnnexure-Vâ in Form AOC-2 and the same forms part of this report.

22. 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 âAnnexure VIâ in the prescribed Form MGT-9, which forms part of this report.

23. Loans, Guarantees and Investment

The company has given loans to its wholly- owned subsidiary viz. 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.The Company has not given any new guarantees during the financial year. The guarantees given earlier to Rajratan Thai Wire Limited, Thailand was released by Bank on 27th April, 2018. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Auditors:

a. Statutory Auditors:

M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C) are the statutory auditors of the Company for the year ended 31st March, 2018.

The ratification of appointment of statutory auditor is not required as per the first proviso of Section 139 (1) by the Companies (Amendment) Act, 2017 effective from 7th May, 2018 accordingly the ratification of appointment of Statutory auditor is not proposed.

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 Mrs. 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 âAnnexure-VII.â

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor

During the year the M/s Vineet Chopra & Associates resigned from the office of Cost Auditor causing casual vacancy. Such Casual vacancy was filed by the Board by appointing M/s Sushil Mantri & Associates, Practicing Cost Accountants (Firm Registration No. 101049).

Further the Board of directors on the recommendation of Audit Committee, appointed M/s Sushil Kumar Mantri & Associates, Practicing Cost Accountants (Firm Registration No. 101049) to conduct the audit of the cost accounting records of the Company for Financial year 2018-19. As required under the Companies Act, 2013 resolution seeking members approval for the remuneration payable to Cost Auditor form part of the notice convening the AGM for their approval.

The Cost Audit Report of the Company for the financial year ended 31st March, 2017, was filed with the Ministry of Corporate Affairs, New Delhi.

d. Internal Auditor

The Company has appointed Internal Auditors to conduct internal audit of the function and activities of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

25. Statutory Auditorsâ Report and secretarial audit report

The Statutory Auditors report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is annexed to this Report as Annexure VII. The said report does not contain any qualification, adverse observations/ remarks. The observations made therein, are self explanatory.

26. Internal Control System and their Adequacy, Internal Financial Controls

Your Companyâs internal control system is commensurate with its scale of operations designed to effectively control the operations. 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. 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.

27. 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.

28. Disclosure requirements

a) Corporate Governance:

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 âVIIIâ and the Certificate from M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C), 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 âIXâ.

b) Familiarization Program for Independent Directors

Your Company has in place a Familiarization Program for independent Directors to provide insights into the Companyâs 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. The details of the familiarization program of the independent directors are available on the website of the Company www.rajratan.co.in/investor

c) Dematerialisation of Shares

The shares of your Company are being traded in electronic form and 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 31st March, 2018, 98.39% of the share capital stands dematerialized.

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

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

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 companyâs 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 preclearance for dealing in the Companyâs 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.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/investor

j) As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and has formed required committee. During the year under review, no complaints were reported.

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

29. Management Discussion and Analysis

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

30. Cautionary Note:

Certain statements in the âManagement Discussion and Analysisâ 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 Companyâs 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.

31. Annexures Forming Part of Boardâs Report

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

32. 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.

33. Appreciation:

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

Place: Indore For and on behalf of the Board

Dated: 16th June, 2018 Sunil Chordia Surendra Singh Maru

Managing Director Director

DIN- 00144786 DIN- 03081191

Mar 31, 2017

The members,

The Directors present the âTwenty Ninthâ 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, 2017.

1. Financial Results:

(Rs. In Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2016-17	2015-16	2016-17	2015-16
Profit before Depreciation, Interest & Tax	2,226.15	2,588.20	4317.09	4,272.40
Interest & Financial Charges	684.82	817.67	1060.99	1,469.46
Profit before Depreciation	1,541.33	1,770.53	3256.10	2,802.94
Less: Depreciation	335.09	307.51	747.72	677.21
Profit before Taxation & Exceptional Items Add: Exceptional Items	1,206.23	1,463.01	2508.37	2,125.73
Profit before Taxation Less: Provision for Taxation	1206.23	1,463.01	2508.37	2,125.73
- Current Tax	390.51	518.00	390.50	517.55
- Deferred Tax	10.46	(4.32)	8.71	(4.82)
Income Tax for earlier years	0.27	(14.73)	0.27	(14.73)
Profit After Tax	804.99	964.07	2108.88	1,627.72
Less: Minority Interest	-	-	(2.29)	(19.24)
Profit for the year	804.99	964.07	2111.17	1,646.97
Add: Surplus of Previous Year Less: Adjustment towards depreciation based on useful life of assets and	3437.13	3,235.90	493.82	(393.91)
consequential Deferred Tax	-	-	-	-
Amount available for appropriation Appropriations:	4,242.12	4,199.98	2,604.99	1,253.06
Proposed Dividend	-	52.22	-	52.22
Dividend Tax	-	10.63	-	10.63
Transfer to General Reserve	600.00	700.00	600.00	700.00
Balance carried to Balance Sheet	3,642.12	3,437.13	2,004.99	490.21

2. Overview of Companyâs Financial Performance:

The companyâs performance during Financial Year 2016-17 on standalone and consolidated basis was as follows -

A. On standalone basis: -

Revenue from operations for financial year 2016-17 was at Rs. 17906.85 Lacs (previous year Rs. 20823.17 Lacs). PBDIT from standalone activity of company during the year decreased to Rs. 2226.15 Lacs from Rs. 2588.20 Lacs in the previous year. The Profit before tax is Rs. 1206.23 Lacs as against Rs. 1463.01 Lacs in the previous year. Cash profit stood at Rs. 1541.32 against Rs. 1770.53 Lacs in the previous year.

B. Consolidated Revenue: -

The consolidated Revenue of company during the year was Rs. 29081.42 Lacs as compared to Rs. 28364.23 Lacs in the previous year. The consolidated Profit before tax increased to Rs. 2508.37 Lacs as against Rs. 2125.73 Lacs in the previous year. The final profit after tax and minority interest stood at Rs. 2111.17 Lacs against Rs. 1646.96 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 2016-17 and the date of this report.

3. Economic Scenario

Whilst the global economies continued to witness slow growth during the current year as well, the Indian economy on a micro basis stayed fairly robust.

Indiaâs economic growth is gradually improving since 2014. The favorable policy as well as executive reforms by the Government to support strong and sustainable growth, prudent fiscal regime and calibrated monetary easing that reigned in inflation have helped to strengthen macroeconomic stability. This, in turn, shall help to boost economic activities in India. Driven by these positive developments, the country has emerged as the worldâs fastest growing major economy. The various initiatives viz. Clean India, steps to implement GST are reforms for a quantum leap ahead.

4. Prospects and Outlook:

The details regarding prospects and outlook have been provided in Management Discussion and Analysis Report forming part of this Annual Report.

5. Dividend:

Your directors have recommended dividend Rs. 1.50 per equity share of Rs. 10/- each i.e. @15% for the financial year ended 31st March, 2017. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 11th August, 2017. The total dividend appropriation for the current year is Rs. 78.56 Lacs (inclusive of corporate dividend tax of Rs. 13.29 Lacs).

6. Transfer to Reserves:

Consequent to introduction of Companies Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of profit or loss account to the General reserves. The Company proposes to transfer Rs. 600.00 Lacs to the General Reserve out of the amount available for appropriation.

7. Share Capital:

There is no change in the share capital of the Company during the year ended on 31st March, 2017.

8. Subsidiary Companies:

The company has three subsidiaries including one wholly owned subsidiary in Thailand. During the year under review the company has acquired the entire equity shareholding of M/s Cee Cee Engineering Industries Pvt. Ltd. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). 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 Companyâs 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: Rajratan Thai Wire Co. Ltd., Thailand (Rajratan Thailand) is wholly owned subsidiary of the company. It has manufacturing facilities at Ratchaburi, Thailand. It is engaged in the manufacturing of Tyre Bead Wire. At present the production capacity of the Rajratan Thailand is 26400 MTPA. The company enjoys the privilege of being the only Bead wire manufacturer in Thailand. The company also has significant logistic benefit as the plant is located in close proximity with major customers.

During the year, Rajratan Thailand achieved its highest ever profit driven by improved volumes and better margins on account of reduction in fixed and variable costs. It has recorded the growth of 13.67% in sales volume i.e. 19722 MT as compared to 17110 MT in previous year. The Net revenue of the company during the year increased by 17% to Rs. 11202 Lacs from Rs. 9568 Lacs in the previous year. The profit after tax stood at Rs. 13.33 Crores as against Rs. 7.15 Crores in the previous year. The increased profits can be attributed to Rajratan Thailandâs continued focus towards better operational and commercial excellence.

b) Swaraj Technocrafts Pvt. Limited : Swaraj Technocrafts Pvt. Ltd.

(Swaraj) is subsidiary of the Company and is engaged in manufacturing of wire drawing machines. Swaraj has advanced state-of-art manufacturing facilities at Pithampur, India.

The total revenue stood at Rs. 8.98 Crores against Rs. 7.15 Crores in last year. The Company recorded loss of Rs. 9.53 Lacs against loss of Rs. 60.12 Lacs in last year. The annual loss of the current year is lesser than that of the previous year primarily due to increase in sales and cost control and cost reduction measures adopted during the year. Swaraj remains to be a continued support for Rajratan Group.

c) Cee Cee Engineering Industries Pvt. Ltd. - During the year Rajratan Global Wire acquired the entire shareholding of Cee Cee Engineering Industries Pvt. Ltd. (CCEIPL) pursuant to an approval by its Board of Directors. As a results, CCEIPL has become a wholly owned subsidiary of the company. CCEIPL is engaged in manufacturing of steel spools and cages.

The total revenue stood at Rs. 25.08 Lacs against Rs. 50.56 Lacs in last year. The Company recorded loss of Rs. 22.33 Lacs including amortization in the value of leasehold land at Rs. 12.90 Lacs (Previous Year - NIL) against profit of Rs. 1.85 Lacs before tax in last year

9. Acquisitions during the year

During the year Rajratan Global Wire acquired the entire shareholding of Cee Cee Engineering Industries Pvt. Ltd. (CCEIPL) pursuant to an approval by its Board of Directors. As a results, CCEIPL has become a wholly owned subsidiary of the company. Further the Board of Director in its meeting held on 3rd November, 2016 has approved the scheme of merger of CCEIPL with company.

10. Directorsâ 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;

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.

11. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2017 within the meaning of section 73 and 74 of the Companies Act, 2013 read with the relevant rules.

12. 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. The Company has made an application for listing in National Stock Exchange, Mumbai which is under consideration.

13. 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 âAnnexure-Iâ to this report.

14. Corporate Social Responsibility

You Company is guided by the belief that every life is important and must be given fair opportunities to make the best out of it. Your Company has created a trust namely Rajratan Foundation which administers the planning and implementation of CSR actions of the Company. 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 âAnnexure IIâ 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.

15. 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 (DIN 00151621) & CA. Abhishek Dalmia (DIN 00011958) 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 Annual General Meeting of the Company. Pursuant to the provisions of section 149 of Act, which came into effect from 01.04.2014, Mr. Chandrashekhar Bobra, Mr. Shiv Singh Mehta and Mr. S.S. Maru were appointed as Independent Director at the Annual General Meeting of the company held on 26th September, 2014.

Pursuant to the recommendation of Nomination and remuneration Committee, the Board of Director at its meeting held on 16th May, 2017 has subject to the approval of the members at the forthcoming Annual General Meeting of the Company, approved the re-appointment of Mrs. Sangita Chordia (DIN - 00147150) as a Whole-time Director of the Company for a period of three years from 1st July, 2017.

Mr. Sunil Chordia, Managing Director, who was re-appointed in the Annual General Meeting held in the year 2015, 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 is in the process of appointing Chief Financial Officer of the Company.

16. Number of meetings of the board

Five 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 2016-17 are given in the corporate governance report, which forms part of this Annual Report.

17. Board evaluation

18. Board Committees

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholdersâ Relationship Committee

- Corporate Social Responsibility Committee

Details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

19. Policy on directorsâ appointment and remuneration and other details

The Companyâs policy on directorsâ 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 directorsâ report as âAnnexure-IIIâ and is also available on the website of the company at www.rajratan.co.in/investors.

20. 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 âAnnexure-IV.â The Managing Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

21. Transactions with related parties

During the Financial Year 2016-17, all contracts/arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an armâs length basis. During Financial Year 2016-17, your Company has not entered into any contracts/arrangements/transactions with related parties which could be considered âmaterial. Further, during Financial Year 2016-17, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee for its approval. There was no matter requiring approval of the Board. During Financial Year under review, the Audit Committee has approved transactions through the omnibus mode in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The policy on Related Party Transactions is uploaded on the Companyâs website www.rajratan.co.in/investors. 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, though not mandatory, is given in âAnnexure-Vâ in Form AOC-2 and the same forms part of this report.

22. 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 âAnnexure VIâ in the prescribed Form MGT-9, which forms part of this report.

23. Loans, Guarantees and Investment

The company has given loans to its wholly- owned subsidiaries viz. Rajratan Thai Wire Limited, Thailand and Cee Cee Engineering Industries Pvt. Ltd. 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.The Company has not given any new guarantees during the financial year. However it continued the guarantees given earlier to Rajratan Thai Wire Limited, Thailand. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Auditors:

a. Statutory Auditors:

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Fadnis and Gupte, Chartered Accountants, having held office as Auditor for a period of 7 years prior to the Commencement of the Companies Act, 2013, were eligible to be appointed as Auditors for a period of three more years and were accordingly appointed by the members in the Annual General Meeting of the Company held on 26.09.2014 for a period of three more years, that is, until the conclusion of the 29th Annual General Meeting of the Company. Accordingly the Statutory Auditors of the Company, M/s. Fadnis & Gupte, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting of the Company.

After evaluation of the leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C), as the Statutory Auditor of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company.

M/s D S Mulchandani & Co., Chartered Accountants, Indore have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company, is placed for your approval.

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 âAnnexure-VII.â

c. Cost Auditors:

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board of your Company at its meeting held on 16th May, 2017 has on the recommendation of Audit Committee, appointed M/s. Vineet Chopra & Associates, Cost Accountants (FRN No. 102670) to conduct the audit of the cost accounting records of the Company for Financial year 2017-18 on remuneration of Rs. 50,000 (Rupees Fifty Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses.

The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The Cost Audit Report of the Company for the financial year ended 31st March, 2016, was filed with the Ministry of Corporate Affairs, New Delhi.

25. Statutory Auditorâs report and secretarial audit report

The Statutory Auditors report for the financial year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark. The observations made by secretarial auditors are being taken care by the management.

26. Internal Control System and their Adequacy, Internal Financial Controls

27. 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.

28. Disclosure requirements

a) Corporate Governance:

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 âVIIIâ 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 âAnnexure VIIIâ. A certificate from the Statutory Auditors of the company as stipulated in SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 as annexed as âAnnexure-IX.â

b) Familiarization Program for Independent Directors

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, 2017, 97.86% of the share capital stands dematerialized.

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

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

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 Companyâs 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. 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/investor.

j) The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) 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.

29. Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided as a separate section in the Annual Report as âAnnexure-Xâ.

30. Cautionary Note:

Certain statements in the âManagement Discussion and Analysisâ 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 Companyâs 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.

31. ANNEXURES FORMING A PART OF DIRECTORâS 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 Directorâs appointment & Remuneration
IV	Managerial Remuneration and Particulars of Employees
V	Related Party Transactions
VI	Extract of the Annual Return in Form MGT-9
VII	Secretarial Audit Report
VIII	Corporate Governance Report
IX	Certificate on Corporate Governance Report
X	Management Discussion And Analysis
XI	AOC-1

32. Human Resources and Industrial Relations:

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.

33. Appreciation:

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: 16th May 2017 Managing Director Director

DIN- 00144786 DIN- 0209498

Mar 31, 2016

The members,

The Directors present the âTwenty Eighthâ 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 Companyâs Financial Performance:

The companyâs 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. Indiaâs 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 Indiaâs 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 âReform to Transform Indiaâ 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. Governmentâs 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(âActâ). There has been no change in the nature of the business of the subsidiaries.

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. Directorsâ 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;

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 31^st 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 âAnnexure-Iâ 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 âAnnexure- IIâ 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 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 directorsâ appointment and remuneration and other details:

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 âAnnexure-IV.â 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 âAnnexure-Vâ 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 âAnnexure-VII.â

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 Auditorâs 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 Companyâs 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:

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:

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 âVIIIâ 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 âAnnexure-VIII.â

b) Familiarization Program for Independent Directors:

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).

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.

Companyâs 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 (âActâ) 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 âManagement Discussion and Analysisâ 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 Companyâs 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 DIRECTORâS 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 Directorâs 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:

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 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 Ã Ã Ã 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) Ã (14.42) 1.46

Profit After Tax 593.13 805.60 329.35 686.98

Less Minority Interest Ã Ã 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

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article