Ratnamani Metals Director Discussions


Dear Members,

Your directors are pleased to present the 39th Annual Report of your Company along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31, 2023:

1. FINANCIAL RESULTS AT A GLANCE

( in Crores)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 4,370.03 3,138.78 4,474.40 3,138.78
Other Income 31.20 37.55 32.69 37.70
Total Income 4,401.23 3,176.33 4,507.09 3,176.48
Profit before Tax 693.84 430.69 693.54 430.94
Less: Income tax expenses 179.81 108.30 181.26 108.30
Profit After Tax 514.03 322.39 512.28 322.64

2. OPERATIONAL REVIEW/STATE OF THE COMPANYS AFFAIRS

During the year under review, the Company achieved Revenue from Operations of 4,370.03 Crores compared to 3,138.78Crores of the previous year , onst andalonebasis .

The total income on Standalone basis for the F.Y. 2022-23 at 4,401.23 Crores was higher by 38.56% compared to the total income of 3,176.33 Crores of the previous year and total income on consolidated basis for the F.Y.2022-23 at 4,507.09 Crores was higher by 41.89% compared to the total income of 3,176.48 Crores of the previous year; the profit after tax on the standalone basis for the year was also higher by 59.44% at 514.03 Crores compared to the previous year and profit after tax on the consolidated basis for the year was also higher by 58.78 % at 512.28 Crores, comparedto the previous year .

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date ofthis Report .

3. ISSUANCE OF BONUS EQUITY SHARES

The Board of Directors at its meeting held on May 18, 2022 recommended for approval of the shareholders by way of postal ballot through remote e-voting, issuance of Bonus Equity Shares in the ratio of 1:2 i.e. One new Bonus Equity Share of 2.00 each for every Two existing fully paid Equity Shares of 2.00 each held as on the Record date i.e. Friday, July 1, 2022 by way of capitalisation of 4,67,28,000.00 from and out of Securities Premium Account of the Company. Post approval of the shareholders, the Company issued 2,33,64,000 new Bonus Equity Shares of 2.00 each to its shareholders. The new Bonus Equity Shares were allotted on July 5, 2022 to the eligible shareholders and were credited in the shareholders account at NSDL on July 8, 2022 and at CDSL on July 11, 2022. The physical share certificates to the shareholders, who hold shares in physical format, were issued and dispatched on July 11, 2022. Post completion of all the formalities, the trading permission from the Stock Exchanges were received on July 13, 2022 and trading of Bonus Equity Shares were started with effect from July 14, 2022.

The Company did not issue any fractional shares / coupons and the Board appointed Trustee sold off consolidated fractional shares in the open market on July 15, 2022. The net sale proceeds received by selling the shares, were distributed to the eligible shareholders on July 20, 2022.

4. DIVIDEND

Your directors are pleased to recommend a dividend of 12.00 (previous year 9.33) per Equity Share on 7,00,92,000 Equity Shares having face value of 2.00 each for the financial year ended on March 31, 2023, for approval of the members of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend outgo, if approved, will be 84.11Crores (previousyear 65.40Crores ).

The dividend on Equity Shares is subject to approval of the members of the Company at the Annual General Meeting scheduled tobe held on Thursday, August3 , 2023.

As per Finance Act, 2020, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective shareholders and the Company is required to deduct tax at source from dividend paid to the members at prescribedrates as perIncome Tax Act , 1961.

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), is available at the web link http://www.ratnamani.com /investorsrelations.html. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 28, 2023 to Thursday, August 3, 2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financialyear ended on March31 , 2023.

5. TRANSFER TO RESERVES

The Board of Directors doesnt propose to transfer any amountto any reserves , forthe yea r underreview .

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 was 1,401.84 Lakhs divided into 7,00,92,000 EquityShares of 2.00each .

Post issuance of the Bonus Equity Shares, the paid-up Equity Share Capital was increased from 934.56 Lakhs to 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of 2.00 Each. During the year under review, the Authorised Capital of the Company was increased to 18.00 Crores divided into 9,00,00,000 Equity Shares of 2.00 each from 15.00 Crores dividedinto 7,50,00,000 Equity Shares of 2.00each .

7. BORROWINGS

The Company has outstanding long-term borrowings amounting to 4,508.89 Lakhs (previous year 9,626.82 Lakhs) as onMarch 31 , 2023.

8. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, aregiven in the notes to the Financ ialStatements .

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) DIRECTORS:

a) Directors retiring byrotation :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Jayanti M. Sanghvi, Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himselffor re -appointment.

b) Independent Directors:

In Financial year 2023-24, Three Independent Directors are completing their two consecutive terms of five years each on conclusion of the ensuing 39th Annual General Meeting. The Nomination and Remuneration Committee (‘NRC), in order to ensure proper succession planning of the Board of Directors, recommended to on-board new Independent Directors much before the cessation of the existing IndependentDirectors .

The NRC had previously decided that the candidate for independent directorship should have vast domain knowledge, qualification and experience in production, procurement, supply chain management, sales, marketing, financial, accountancy, audit, strategic leadership thinking, have natural _air for good corporate governance practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence andleadership .

Based on the recommendations of the NRC and in terms of the provisions of the Companies Act, 2013, the Board, on February 13, 2023, appointed Shri Sushil Solanki, Shri Dhinal A. Shah and Shri Rajesh G. Desai as Additional Directors of the Company in Non-Executive Independent Director category. On March 18, 2023, the Members by Special Resolution by way of Postal Ballot through remote e-voting on March 18, 2023 (deemed date of passing being the last date of remote e-voting), approved the said appointments for a period of 5 consecutive years from February 13, 2023 throughFeb ruary12 , 2028.

After induction of three Independent Directors, your Company has seven Independent Directors including one Woman Independent Director. Shri Pravinchandra M. Mehta, Shri Divyabhash C. Anjaria and Dr. Vinodkumar Agarwal, Independent Directors shall complete their second term of 5 consecutive years on conclusion of 39th Annual General Meeting. The Board of Directors places on record their deep appreciation for the wisdom, knowledge and guidance provided by them, during their tenure as IndependentDirectors .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the IDs, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and thatthey areindependent of the management .

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directorsmaintained with theIndian Institute of CorporateAffairs .

c) Executive Directors:

Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director shall complete their tenure on October 31, 2023. Based on the recommendation of NRC Committee, and subject to approval of the members by way of Special Resolution, at the ensuing 39th Annual General Meeting, the Board of Directors of the Company re-appointed them for a period of 5 years from November 1, 2023 throughOc tober31 , 2028.

d) Performance Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The way, the evaluation has been carried out has been explained in the Corporate GovernanceReport .

e) Payment of commission to Non-executive Directors

Your Company pays commission to the Non-executive Directors (including Independent Directors) to the extent not exceeding 0.50% of the net profits of the Company for a financial year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them is given in the Corporate GovernanceReport .

f ) Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & RemunerationCommittee . The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is formingpart of Di rectorsReport .

g) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: https:// ratnamani.com/investorsfirelations.html#left-tab6>Familiarization programme of independent director.

h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (LODR) Regulations, 2015.

B) KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with theRules fra medthereunder .

1. Shri PrakashM . Sanghvi, ManagingDirector

2. Shri Jayanti M. Sanghvi, Joint Managing Director

3. Shri ShantiM . Sanghvi, Whole TimeDirector

4. Shri VimalKatta , ChiefFi nancialOfficer

5. Shri Anil Maloo, Company Secretary & ComplianceOfficer There is no change in the Key managerial personnel duringthe yea r underreview .

11. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the independent auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2022-23.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the financial year ended on March 31, 2023.

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

d. the Directors had prepared the Annual Accounts on a goingconcern basis.

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

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

12. BOARD MEETINGS

The Board of Directors met 5 times during the F.Y. 2022-23 and having gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.

13. AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee are given in the Corporate Governance Report. As at March 31, 2023, Shri Divyabhash C. Anjaria is the Chairman of the Committee and Dr. Vinodkumar M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the members of the Committee. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

14. INDEPENDENT AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 39th Annual General Meeting to be held in the calendar year 2023.

In terms of the provisions of the Companies Act, 2013, an audit firm acting as the independent auditor of a company is eligible to be appointed as Independent Auditors for two terms of five years each.

Based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on May 10, 2023, has considered, recommended re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants as Independent Auditors for a period of 5 years from the conclusion of 39th Annual General Meeting till conclusion of the 44th Annual General Meeting of the Company to be held in the calendar year 2028, subject to approval of the members of the Company. The Board recommends passing of the said resolution by way of ordinary resolution.

The Independent Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time beingin force ).

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservationor adverse remark .

15. COST AUDITORS

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of theAct .

Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2023-24 on existing remuneration of 1,20,000/- plus taxes as applicable and out of pocket expenses subject to rati_cation of the remuneration by the Members in ensuing 39th Annual General Meeting. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 39th Annual General Meeting. The Board of Directors recommend passing of the resolution by wayof Ordin aryResolution .

Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independenceand arm s length relationship.

The Cost Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

16. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, pursuant to the consent received, appointed M/s. M. C. Gupta & Co., CompanySecretaries in practice as theSecretarial Auditors of the Company to conduct an audit of the secretarial records, forthe financia l year2023-24 .

17. SECRETARIAL STANDARDS:

The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued bythe Institute of Company Secret ariesof India .

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

18. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL has reafirmed "AA/stable" rating for the Companys long-term borrowings and "A1+" for its short-termborrowings .

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companys Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.

All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee ofthe Board .

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and technology absorption

Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" which is forming part of this report. The Company has installed windmills and Solar Power Panels at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener andcleaner earth.

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014are mentioned i n Annexure-"A".

21. RISK MANAGEMENT

Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by theBoar d ofDirectors .

Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does notforesee any critical risk , which threatensits existence .

22. SUBSIDIARY, ITS PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, your Company acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for 97.88 Crores. The 1st Tranche of 53.00% stake acquisition consists of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL under the preferential allotment and 27% of the issued, subscribed and paid-up share capital in RTL (post dilution) through purchase from the existing shareholders. Accordingly, RTL has become subsidiary of yourCompany .

The balance 47% stake in RTL shall be acquired in two tranches over the period, of which 2nd Tranche of 27.02% is expected to be completed on or before July 31, 2024 and 3rd Tranche of 19.98% to be completed not later than July 31, 2027, however, the acquisition of the 3rd Tranche shall be subject to certain options as may be availed by the existing shareholdersof the RTL du ringthat time .

RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrialand mobilit y applications.

The Company has one Wholly Owned Subsidiary in the State ofTexas , USAin the name "RatnamaniInc ." The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is formingpart of this report .

In accordance with Section 129(3) of the Act, we have prepared Consolidated Financial Statements of the Company and all its subsidiaries which form part of the Annual Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexedto this report a t Annexure-"B".

Your directors have pleasure in attaching the Consolidated Financial Statements for financial year ended on March 31, 2023 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved bytheir respective Boar d ofDirectors .

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website and the same can be accessed at the web link: http://www.ratnamani.com/ investorsfirelations.html.

Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associatecompany , ofthe Company .

Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at https://ratnamani.com/download/Code_ and_Policy/Policy_Of_Determination_Of_Material_ Subsidiaries_And_Its_Governance.pdf

23. CORPORATE GOVERNANCE REPORT

Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter andspirit . Thedetails are given i n Annexure-"C".

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have afirmed the compliance during the year under review. As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditors Certificate regarding compliance of conditions of Corporate Governance are attachedand forms part of the Annual Report .

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions andresults of operations during the yea r underreview .

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is guided by the Companys philosophy of giving back to the society as a responsible corporate citizen. The Companys CSR policy provides guidelines to conduct CSR activities ofthe Company .

The CSR Policy may be accessed on the Companys website at the web link: http://www.ratnamani.com/ investorsfirelations.html TheCompany has identifiedthe following a s Thrustareas :

a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects

b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

c) Ensuring environmental sustainability, ecological balance, protection of _ora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rain-water harvesting);

d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;

e) Rural development projects;

f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;

g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows. During the year, the Company has spent 758.76 Lakhs on CSR activities. The details of CSR activities and expenses are given in Annexure-"D".

26. ANNUAL RETURN

The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at http:// www.ratnamani.com/investorsfirelations.html#left-tab5.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "E" to this Report.

28. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

A) In terms of Regulation 24A(1) of the SEBI (LODR) Regulations, 2015 and pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended March 31, 2023 is annexed with the Directors Report and forms part of the Annual Reportas giveni n Annexure-"F".

Further, the Secretarial Audit Report does not contain any qualification, observation, reservation, adverse remarkor disclaimer .

As reported, the Company could not file form DIR-12 on time, in respect of appointment of three Independent Directors due to issue on the V3 Portal of Ministry of Corporate Affairs. B) In terms of Regulation 24A(2) of the SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the financial year ended on March 31, 2023 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at www.ratnamani.com

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is set out in a separate section included in this Annual Report andforms part of this Report .

30. DISCLOSURES:

A. Vigil Mechanism / Whistle Blower Policy

The Company has Vigil Mechanism/ Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency amongall its stakeholders.

The Policy on vigil mechanism / whistle blower policy may be accessed on the Companys website at the web link: http://www.ratnamani.com/ investorsfirelations.html

B. Related Party Transactions

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Companys website at web link: http:// www.ratnamani.com/investorsfirelations.html All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company. Based on the recommendation of NRC Committee, the Board of Directors at its meeting held on May 10, 2023 has, subject to approval of the members of the Company at the ensuing 39th Annual General meeting, approved re-appointment of related parties to the office or place of profit in the Company for a period of 5 years with effect from October 1, 2023 and payment of remuneration. Based upon recommendations of the Audit Committee, the Board recommends passing of the said resolutions by way of ordinary resolutions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure – "G".

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of Annual Report for the FY 2022-23.

C. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2022-23, there was no complaint/case of sexual harassment and hence no complaint remains pending as on March 31, 2023.

D. Disclosure of Events or Information

In compliance with Regulation 30 of SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at http://www. ratnamani.com/ investorsfirelations.html#left-tab2. Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.

E. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

a) There has been no material change in the nature of business during the year under review.

b) No Issue of equity shares with differential rights as to dividend, voting or otherwise or issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

c) There were material changes or commitments affecting the financial position of the Company and no events to report that has happened subsequent to the date of financial statements and the date of this report.

d) Neither the Managing Director, Joint Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Companys operations in future.

f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

APPRECIATION

Your Directors places on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success.

The Directors look forward to the continued support of all stakeholders in future also.

For and on behalf of the Board of Directors
PRAKASH M. SANGHVI
Place : Ahmedabad Chairman and Managing Director
Date : May 10, 2023 DIN: 00006354