ram ratna wires ltd Directors report

Dear Members,

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

FINANCIAL RESULTS

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

( in lakhs)

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

PERFORMANCE HIGHLIGHTS

During the financial year 2022-23, your Company achieved a growth of 15.67% in revenue from operations including other income on standalone basis increasing from 2,01,951.27 Lakhs (FY 2021-22) to 2,33,588.82 Lakhs (FY 2022-23) and on consolidated basis achieved growth of 15.74% increasing from 2,29,523.77 Lakhs (FY 2021-22) to 2,65,651.40 Lakhs (FY 2022-23). Earning before interest, taxes, depreciation and amortization on standalone basis for the current year is 9,926.53 Lakhs as against 10,147.67 Lakhs in the previous year and on consolidated basis is 11,565.12 Lakhs as against 11,615.73 Lakhs in the previous year. The Company achieved several significant milestones in FY 2022-23, such as all-time high annual revenue and production. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

CAPITAL STRUCTURE

AUTHORIZED AND PAID-UP SHARE CAPITAL

During the financial year 2022-23, pursuant to the ordinary resolution passed by the Members at the 30^th Annual General Meeting of the Company held on 21^st September, 2022, the authorized share capital of the Company was increased from 15,00,00,000 (Rupees Fifteen Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of 5/- (Rupees Five only) each to 25,00,00,000 (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of 5/- (Rupees Five only) each by creation of additional 2,00,00,000 (Two Crores) new equity shares of 5/- (Rupees Five only) each ranking pari passu with the existing equity shares of the Company.

Further, pursuant to the approval of Members of the Company at the 30^th Annual General Meeting of the Company, held on 21^st September, 2022 for issuance of Bonus Equity Shares to the existing shareholders of the Company, the Board of Directors at their meeting held on 1^st October, 2022 allotted 2,20,00,000 (Two Crores Twenty Lakhs) equity shares of face value of 5/- (Rupees Five only) each, in the proportion of 1:1 i.e., 1 (One) new fully paid up Bonus equity share of 5/- (Rupees Five Only) each for every 1 (One) existing fully paid up equity share of 5/- (Rupees Five Only) each.

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

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

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

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

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

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

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

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

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

CREDIT RATINGS

During the year, the Company has sustained its long term bank facilities credit rating of IND BBB+ and short term bank facilities credit rating of IND A2 assigned by India Ratings and Research (Ind-Ra). The outlook for Long term rating and bank facilities has been revised from Stable to Positive. The rating indicates the Companys discipline for its prudent financial management and its ability regarding timely servicing of financial obligation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARIES AND JOINT VENTURE COMPANY

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31^st March, 2023, to which the financial statements relate and the date of this report. There has been no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

i) Shri Mahendrakumar Rameshwarlal Kabra, Managing Director

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

iii) Shri Saurabh Gupta, Company Secretary & Compliance Officer During the year under review, there were no changes in the Key Managerial Personnel of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

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

The Board of Directors held Six (6) meetings during the financial year 2022-23 under review. The particulars of the meetings of the Board and its Committees held during the year under review and attendance of each Director / Member are stated in the Corporate Governance Report, which forms part of this Annual Report.

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

COMMITTEES OF THE BOARD

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarisation programmes for all its Directors, including the Independent Directors on an ongoing basis to familiarise them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc. They are also informed with the important policies of the Company including the Code of Conduct for Directors, Senior Management and Independent Directors and the Code of Conduct for Insider Trading. Details of the familiarisation programmes is provided in the Corporate Governance Report forming part of this Annual Report and the same is also available at the website of the Company at https://www.rrshramik.com/corporate-governance.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

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

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

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

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

Except the sitting fees for attending the Board and Committee meetings of the subsidiary company, Neither the Managing Director, nor the Executive Director have received any remuneration or commission from any of the subsidiary companies. Further the Company doesnt have any holding company.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment. It essentially involves balancing the interests of various stakeholders, such as Shareholders, Management, Customers, Suppliers, Bankers, Government and the community. Fundamentals of Corporate Governance includes transparency, accountability and independence. The Company is committed to maintain highest standards of good corporate governance practices and adheres to the Corporate Governance requirements stipulated under the Listing Regulations. The Annual Report contains a separate section on Companys Corporate Governance practices, together with a certificate from the Independent Secretarial Auditor, a Practicing Company Secretary confirming its compliance with corporate governance norms stipulated in the Listing Regulations is annexed to the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

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

With the above listing, the Companys equity shares are now listed on BSE Limited (BSE) and NSE. The Company has paid annual listing fees to the Stock Exchanges for the financial year 2023-24. The shares of the Company are actively traded on BSE as well as NSE and have not been suspended from trading.

ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE–BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved by the Board of Directors and has established the necessary vigil mechanism to ensure that the activities of the Company and its employees are conducted with a highest standards of ethical, moral, fair, legal and transparent manner in compliance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations. The purpose of the policy is to provide a formal mechanism to enable employees, Directors and business associates to raise concerns regarding unacceptable or improper practices and / or any unethical practices in the organization without the knowledge of the management. The policy also provides protection to those who report such irregularities or unfair practices and provides access to the Chairman of the Audit Committee. The policy is available on the Companys website atwww.rrshramik.com/corporate-governance/ .

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT

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

The Company has a robust structure for managing and reporting on risks and capitalize on opportunities. Mitigation plans are prepared for significant risks and are reviewed and monitored by Management team on a continuous basis. Your Companys Audit Committee, monitors, reviews the risk mitigation plan and ensures its effectiveness and has additional oversight in the area of financial risks and controls. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

AUDITORS AND THEIR REPORT

(1) Statutory Auditors

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

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

(2) Secretarial Auditors

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

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

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

(3) Cost Auditors

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

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

APPLICABILITY & MAINTENANCE OF COST RECORDS

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

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

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

INTERNAL FINANCIAL CONTROLS

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

COMPLIANCE CERTIFICATE

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

ENVIRONMENT, HEALTH AND SAFETY

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

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

With reference to Section 134(3)(h) of the Act, all transactions with related parties, entered by the Company during the financial year, were in the ordinary course of business, and on an arms length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. Further, during the year, none of the transactions entered into with related parties fall under the scope of Section 188(1) of the Act and the Company had not entered into any contract or arrangement with related parties which could be considered "material that required shareholders approval under the Act and Regulation 23 of the Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company. The details of Related Party transactions as per Indian Accounting Standards (IND AS) 24 may be referred at Note no. 35 of the Standalone Financial Statements, forming a part of this Annual Report.

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

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INDUSTRIAL RELATIONS

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

OTHER DISCLOSURES

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

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

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

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

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

ACKNOWLEDGEMENT

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

Your Directors wish to convey their gratitude and sincere appreciation to all the Companys employees at all locations for their tremendous hard work, solidarity as well as their collective dedication, unstinted commitment, continued contribution and cooperation extended and is confident that they will continue to contribute their best towards achieving still better performance in future to become a significant leading player in the industry in which Company operates. Your Directors would also like to take this opportunity to thank all our esteemed stakeholders of the Company viz. Members, Customers, Vendors, Dealers, Suppliers, Bankers, Government Authorities and all other business associates, consultants and other stakeholders for their continued excellent support extended to the Company and the Management during the year.

For and on behalf of the Board of Directors of

Ram Ratna Wires Limited

Tribhuvanprasad Rameshwarlal Kabra

Chairman

DIN – 00091375

Place: Mumbai

Date: 26^th May, 2023