Ratnamani Metals & Tubes Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 36th Annual Report of your company along with the Audited Financial Statements of the Company for the year ended 31st March 2020.

1. FINANCIAL RESULTS AT A GLANCE

( in Crores)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 2,583.14 2,754.90 2,583.14 2,754.90
Other Income 61.84 41.23 61.84 41.23
Total Income 2,644.98 2,796.13 2,644.98 2,796.13
Profit before Tax 406.30 370.56 406.37 370.54
Less: Income tax expenses 98.80 117.63 98.82 117.63
Profit After Tax 307.50 252.93 307.55 252.91

2. OPERATIONAL REVIEW/STATE OF THE COMPANYS AFFAIRS

During the year under review, the Company has achieved turnover of Rs 2,583.14 Crores compared to the previous of Rs 2,754.90 Crores. The total income on Standalone and Consolidated basis for the F.Y. 2019-20 at Rs 2,644.98 Crores has been lower by 5.40% compared to the total income of the previous year, while the profit after tax on standalone basis for the year was higer by 21.57% at Rs 307.50 Crores compared to the previous year and profit after tax on consolidated basis for the year is Rs 307.55 Crores, which is also higher by 21.60% compared to 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 of this Report.

3. IMPACT OF COVID-19 PANDEMIC:

Due to outbreak of COVID-19 Pandemic globally and in India, the Companys management has made initial assessment of likely adverse impact on business and financial risks. The saving of lives and protecting livelihood both are of utmost importance to us. Ratnamani is continuously monitoring all aspects of the Covid-19 situation, evaluating all new developments and taking measures to protect our employees. The health and safety of our employees are always our highest priority in the organisation.

We have taken several steps aimed at ensuring the safety of our employees, which include work from home, social distancing in the office premises, sanitization of our office premises; plant locations and company vehicles, thermal screening for employees in the office premises, working at plants, providing sanitizers, masks, gloves etc. to the employees.

Meanwhile, we are also finding new ways of managing the business and have been working of changes in the business operating model, including the possibilities of using digital technology. Our focus on research and innovations remains intact and we promise to live by our slogan of "Prosperity through performance".

The Company has also donated Rs 1.00 Crore to Chief Ministers Relief Fund to fight the COVID-19 Pandemic and its fallout on poor sections of the society.

4. DIVIDEND

The Directors are pleased to inform you that the Board of Directors on 5th March, 2020 declared an interim dividend of Rs 12.00 per Equity Share having face value of Rs 2.00 each (i.e. 600% on the paid-up share capital) for the financial year ended on 31 st March, 2020. The total dividend pay out was Rs 67.60 Crores for the F.Y. 201920 comprising dividend amount of Rs 56.07 Crores and Dividend Distribution Tax amount of Rs 11.53 Crores. The Board has not recommended any further dividend to the shareholders of the Company. Hence, Interim Dividend declared by the Board shall be treated as Final Dividend.

The Dividend Distribution Policy of the Company is available at the web link https://www.ratnamani.com/ investorsrelations.html.

5. TRANSFER TO RESERVES

Your company does not propose to transfer any amount to any reserves of the Company for the year under review.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2020 was Rs 934.56 Lakhs divided into 4,67,28,000 Equity Shares of Rs 2.00 each.

There was no change in the share capital of the Company during the year.

7. FINANCE

The Company has long-term borrowings outstanding amounting to Rs 17,562.51 Lakhs as on 31st March, 2020.

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) thereof for the time being in force).

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shanti M. Sanghvi, Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has also 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 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties. 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 Listing Regulations and that they are independent of the management.

All the Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, Smt. Nidhi G. Gadhecha, Independent Director had passed online proficiency test as per the requirement of the Rule 6(4) of the MCA Notification dated October 22, 2019.

a) 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 Governance Report.

b) Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee. The Remuneration Policy is incorporated in the Corporate Governance Report.

c) The details of programmes for familiarisation 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: http:// www.ratnamani.com/investors_relations.html

B) Key Managerial Personnel

During the year, there was no change amongst the 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 the Rules framed thereunder.

1. Shri Prakash M. Sanghvi, Managing Director

2. Shri Jayanti M. Sanghvi, Joint Managing Director

3. Shri Shanti M. Sanghvi, Whole Time Director

4. Shri Vimal Katta, Chief Financial Officer

5. Shri Jigar Shah, Company Secretary & Compliance officer

11. DIRECTORS RESPONSIBILITY STATEMENT

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 had been followed along with proper explanations relating to material departures.

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profits of the Company for the financial year ended on 31st March, 2020.

c. the Directors had 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 ‘going concern 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 6 (Six) times during the F.Y. 2019-20 and having gap of not more than 120 days between 2 Board Meetings. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Report.

13. AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details is given in the Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee. Presently, 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.

14. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S R B C & Co., LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E/E300003) hold office as the Joint Statutory Auditors of the Company till the conclusion of the 37th Annual General Meeting to be held in the calendar year 2021 and M/s. Kantilal Patel & Co., Chartered Accountants, (ICAI Firm Registration No. 104744W) as the Joint Statutory Auditors of the Company till the conclusion of the 39th Annual General Meeting to be held in the calendar year 2023.

The Statutory 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 being in 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, reservation or adverse remark.

15. COST AUDITORS

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 2020-21 along with a certificate confirming their independence and arms length relationship.

Your Directors have 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 2020-21 at a remuneration of Rs 1,20,000/- plus taxes as applicable and out of pocket expenses, subject to ratification of the said remuneration by the Members in ensuing 36th Annual General Meeting. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included at Item No. 4 of the Notice convening the 36th Annual General Meeting. The Cost Auditors Report for the financial year 2019-20 does not contain any qualification, reservation or adverse remark.

16. SECRETARIAL AUDITOR

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 has appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditor of the Company to conduct an audit of the secretarial records, for the financial year 2020-21. Your company has received consent from M/s. M. C. Gupta & Co., Company Secretaries in practice to act as the Secretarial Auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2021.

17. SECRETARIAL STANDARDS:

The Company is in compliance with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

18. CREDIT RATING

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

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an 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 changed 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 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 Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the 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" forming part of this report.

The Company has commissioned windmills at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.

21. RISK MANAGEMENT

Your company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance 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 the Board of Directors. Your company has already set up a Risk Management Committee in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are also placed before the Audit Committee and the Board of Directors of the Company.

As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.

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

22. SUBSIDIARY, ITSPERFORMANCEAND CONSOLIDATED FINANCIAL STATEMENT

The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc." During the year under review, the performance of the subsidiary was not so good, it was declined due to lower

crude prices and lower demand from Oil & Gas sector. As a consequence, the subsidiary recorded a profit of US $ 6816.31 (equivalent to Rs 4.72 Lakhs) for the year ended on 31st March, 2020 (previous year a loss of US $ 1,890.62 (equivalent to Rs 1.31 Lakhs). A report on the performance and financial position of the subsidiary is given in Annexure-"B". Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") for financial year ended 31st March, 2020 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 by their respective Board of Directors.

The Financial Statements as stated above are also available on the website of the Company and the same can be accessed at the web link: http://www.ratnamani. com/investors_relations.html

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The details are given in Annexure-"C".

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has received CEO/CFO Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per 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 attached and forms part of the Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy may be accessed on the Companys website at the web link: http://www. ratnamani.com/ investors_relations.html

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 Company has identified the following as focus areas of engagement:

a. Education : Access to quality education, training and skill enhancement.
b. Environment : Environmental sustainability, ecological balance, conservation of natural resources.
c. Rural

Transformation

: Provision of drinking water, sewage facilities, sanitation Facilities and roads
d. Health : Affordable solutions for healthcare through improved access and awareness.

e. The Company would also like to undertake need- based initiatives in future.

During the year, the Company has spent Rs 488.34 Lakhs on CSR activities. The detail of CSR activities and expenses are given in Annexure-”D".

25. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 of the Company for the Financial Year ended on 31st March, 2020 is annexed herewith as Annexure- ”E" to this Report.

26. 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 - ”F" to this Report.

27. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31st March, 2020 is annexed with the Directors Report and forms part of the Annual Report as given in Annexure-”G". Further, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

28. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report ("BRR") as a part of the Annual Report for top 500 listed entities based on market capitalisation. In compliance with this regulation, the Business Responsibility Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives. The same is out in a separate section included in this Annual Report and forms part of this Report.

29. DISCLOSURES:

A. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e-mail, a letter to the Chairman of the Audit Committee.

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

B. Related Party Transactions

The Company has framed a Related Party Transactions Policy 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/investors_ relations.html

All the related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Related Party Transactions have been placed before the Audit Committee and also before the Board for its approval.

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 - "H".

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.

During the financial year 2019-20, there was no complaint/case of sexual harassment and hence no complaint remains pending as on 31st March, 2020.

D. 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) Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

c) There were 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 Director of the Company receive any remuneration or commission from the Subsidiary Company.

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.

APPRECIATION

Your Directors wish to place 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 regret for the loss of life due to COVID-19 Pandemic and are deeply greatful and have immense respect for every person who risked their life and safety to fight this Pandemic. 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 :16th June, 2020 DIN:00006354