Ram Ratna Wires Ltd Directors Report.

To,

The Members,

Your Directors have the pleasure in presenting Companys 27 Annual Report and Audited Statement of Accounts (standalone and consolidated) for the financial year ended 31 March, 2019.

FINANCIAL RESULTS

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

(र in Lakhs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations including Other Income 1,25,355.09 1,05,571.25 1,42,639.98 1,16,715.77
Earning before Interest, taxes, Depreciation and Amortisation 6,411.20 6,566.95 7,094.66 7,178.63
Less: Finance Cost 2,442.25 1,401.09 2,909.77 1,734.33
Less: Depreciation & Amortisation Expense 1,526.34 990.25 1,636.32 1,091.07
Profit for the year before share of Profit in Jointly Controlled Entity 2,442.61 4,175.61 2,548.57 4,353.23
Share of (Loss)/Profit of Jointly Controlled Entity - - (82.31) (16.03)
Profit before Tax 2,442.61 4,175.61 2,466.26 4,337.20
Tax Expense 845.79 1,524.54 870.30 1,563.25
Profit for the year 1,596.82 2,651.07 1,595.96 2,773.95
Attributable to:
- Owners of the Company 1,596.82 2,651.07 1,563.45 2,717.30
- Non-Controlling Interest - - 32.51 56.65
Total Comprehensive Income 1,986.46 4,448.74 2,023.61 4,549.05
Attributable to:
- Owners of the Company 1,986.46 4,448.74 1,990.60 4,493.05
- Non-Controlling Interest - - 33.01 56.00

During the financial year 2018-19, revenue from operations including other income on standalone basis is र 1,25,355.09 Lakhs as against र 1,05,571.25 Lakhs in the previous year thereby growth of 18.74% over previous year. Earning before interest, taxes, depreciation and amortization for the current year is र 6,411.20 Lakhs as against र 6,566.95 Lakhs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.

DIVIDEND

After considering the Companys profitability, free cash flow and overall financial performance, the Board of Directors of the Company are pleased to recommend for approval of the members a final dividend of र 1.25 (previous year र 1.25) per equity share of face value of र 5/- each (i.e. 25%) for the financial year ended on 31 March, 2019. The dividend recommended, if approved by the members, will be paid to members within the period stipulated under the Companies Act, 2013. The distribution of dividend will result in payout of र 275 lakhs excluding tax on dividend distribution and surcharge/ education cess thereon.

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

TRANSFER TO RESERVES

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

CREDIT RATINGS

During the year, the Company has sustained its long term bank facilities credit rating of BBB+ assigned by India Ratings and Research (Ind-Ra). The Companys short term bank facilities credit rated as A2 by Ind-Ra. The Company enjoys a sound reputation for its prudent financial management and its abilities to meet financial obligations.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CONSOLIDATED FINANCIAL STATEMENTS

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

The Consolidated Financial Statements together with the Auditors report form part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE

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

Further, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of its subsidiary are available on Companys website at www.rrshramik.com. These documents will also be available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the ensuing Annual General Meeting ("AGM").

The Company has one Subsidiary Company, Global Copper Private Limited, based at Gujarat. The Company also has a Joint Venture company, RR Imperial Electricals Limited, in Bangladesh.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

DIRECTORS, KEY MANAGERIAL PERSONNEL AND CHAIRMAN

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

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

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

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

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

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

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

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Six (6) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE

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

FAMILIARISATION PROGRAMME

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

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2018-19 in accordance with the framework. The details of evaluation process of the Board, its Committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. The policy defines the criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and senior management positions. The relevant information has been disclosed in the Corporate Governance report which forms part of this report.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

d) 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 that such internal financial controls are adequate and were operating effectively; and

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

CHAIRMAN EMERITUS AND ALTERATION OF ARTICLES OF ASSOCIATION

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

CORPORATE GOVERNANCE

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

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

LISTING

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

EXTRACT OF ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

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

The purpose of the policy is to enable employees, Directors and business associates to raise concerns regarding unacceptable or improper practices and/ or any unethical practices in the organization without the knowledge of the management. All employees, Directors and business associates shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. Furthermore, they are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. The policy is also available on the Companys website at www.rrshramik.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT

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

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

Your Companys Audit Committee monitors and reviews the risk mitigation plan. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

AUDIT AND AUDITORS REPORT

(1) Statutory Auditors

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

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

(2) 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 Board of Directors of the Company had appointed M/s. Khanna & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31 March, 2019. The Secretarial Audit Report for the financial year ended 31 March, 2019 is annexed as Annexure-III and contains qualification, reservation, adverse remark or disclaimer with respect to submission of half yearly certificate given under regulation 40(9) of the listing regulations and transfer of shares corresponding to the unpaid dividends in respect of financial years 2008-09, 2009-10 and 2010-11. The remarks along with Boards responses are stated below:

- Delays in issuance of share certificates subsequent to effecting transfer of shares, name deletion, transmission and issuance of duplicate certificate during the year ended 31 March, 2019.

As mentioned in the Secretarial Audit Report, the delays were due to delays in actioning and processing the requests by the Registrar and Transfer Agent because of spurt in volumes of transfers and demat requests due to changes in certain SEBI regulations, such as discontinuing of physical share transfers effective 31 March, 2019, which resulted in huge volume of requests during the second half of the financial year 2018-19. The Company has issued necessary instructions to the Registrar and Transfer to ensure that there are no delays in actioning and processing the requests from shareholders to effect transfer of shares, name deletion, transmission and issuance of duplicate certificate, etc.

- Delays in transferring shares in respect of which dividends have not been paid or claimed for seven consecutive years or more to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. These delays were made in relation to the requirement of transferring shares corresponding to the unpaid dividends in respect of financial years 2008-09, 2009-10 and 2010-11.

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

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

(3) Cost Auditors

M/s. Poddar & Co., Cost Accountants (Firm Registration No.101734) have been appointed to conduct Cost Audit of the Company for the year ending 31 March, 2020. Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co.

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

(4) Internal Auditors

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

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

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

Applicability & Maintenance of Cost Records

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

Internal Financial Controls

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

Contracts or arrangements with related parties under Section 188(1) of the Companies Act, 2013

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

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

Particulars of Remuneration of Directors/KMP/Employees

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

Deposits

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

Particulars of Loans, Guarantees and Investments

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

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

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

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

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

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

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

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

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

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

Significant and material orders passed by the regulators or courts

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

Industrial Relations

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

Green Initiative

The Company supports and pursues the Green Initiative of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs are registered with the Company / Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. For members who have not registered their email addresses, physical copies are sent in the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

Acknowledgement

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

Your Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

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

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

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

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

Notes:

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

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

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

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

(र in Lakhs)

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

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

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

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

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

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

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

st

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

E. Comparison of average percentage increase in salary of employees other than the key managerial personnel and the percentage increase in the key managerial remuneration:

(र in Lakhs)

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

F. Key Parameters for the variable component of remuneration paid to Directors:

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

Committee in accordance with the principles laid down in the Nomination and Remuneration Policy.

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

H. Affirmation:

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

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

“Annexure V” to the Directors Report

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

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

A) ENERGY CONSERVATIONS MEASURES TAKEN

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

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

By conserving all forms of energy including electrical energy, we can restrict the emission of carbon dioxide, to prevent further damage. This is a collective international effort.

Your Company has already been in the forefront in this regard, for over a decade. Some of the measures taken for conservation include, technological upgradation of processing methods, monitoring energy consumption daily, machine wise, consumption analysis, energy accounting and auditing, corrective and preventive action, in case of deviation from target level to achieve higher level of energy efficiency. Tapping the wind energy for ventilation by installing M S roof ventilator fans, harnessing sun light by suitable rooftop acrylic sheets and LED bulbs for lighting, energy efficient motors and equipments for process, extraction of heat energy from waste heat for processing, recycling of R O water for gardening purpose, etc are some of the measures undertaken by your company to conserve energy.

This is a collective effort by every individual of the company. In order to percolate the awareness on all forms of energy conservation among every level of employees, seminars & training programs have been conducted regularly & periodically. Further, companys Energy Policy and tips for energy saving have been displayed in flex boards at important location throughout the factory and its premises, for educating the employees in this regard.

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

B) TECHNOLOGY ABSORPTION

Your Company continues to import wire enameling machines and equipments which improve quality of products and reduces its wastage, while enhancing better customer satisfaction. Company has not imported any Technology and Process in this regard. Nevertheless, in line with companys philosophy, your company continues to develop technology and advanced processing techniques in-house, keeping pace with the developments abroad.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(र in Lakhs)

Particulars Year ended 31 March, 2019 Year ended 31 March, 2018
Earnings in foreign currency 6,021.20 5,164.89
Expenditure in foreign currency 37,969.93 29,877.72

 

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