3. Economic scenario

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

4. Prospects and Outlook

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

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

5. Dividend

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

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

Dividend Distribution Policy

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

6. Transfer to Reserves

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

7. Share Capital

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

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

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

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

8. Subsidiary Companies

The Company has only one foreign wholly-owned subsidiary viz. Rajratan Thai Wire Co. Ltd. There was no associate company within the meaning of Section 2(6) of the Companies Act, 2013(“Act”). There was no change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the company. Pursuant to section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company www.rajratan.co.in. Performance of the Rajratan Thai Wire Co. Ltd, Thailand the WOS of the Company during the year, was below -

Rajratan Thai Wire Co. Limited, Thailand:

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

9. Directors’ responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

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

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

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

d) they have prepared the annual accounts on a going concern basis;

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

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

10. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31^st March, 2022 within the meaning of section 73 and 74 of the Companies Act, 2013 read with the relevant rules.

11. Listing:

The shares of the Company are listed on the Bombay Stock Exchange Limited and National stock Exchange, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

12. Conservation of Energy, Technology and Foreign Exchange Earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out in an “Annexure-I” to this report.

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

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

14. Corporate Social Responsibility

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

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

18. Board evaluation

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

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

19. Board Committees

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

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

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

20. Policy on directors’ appointment and remuneration and other details

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

21. Managerial Remuneration and particulars of employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and directors is annexed herewith and forming part of the report as “Annexure-MI.” The Chairman and Managing Director of your Company does not receive remuneration from any of the subsidiary of your Company.

22. Transactions with related parties

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

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

23. Annual return

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

24. Loans, Guarantees and Investment

The company has given loans and issued guarantee in favor of its wholly- owned subsidiary viz. Rajratan Thai Wire Limited, Thailand which is exempted under the provisions of section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. Auditors:

a. Statutory Auditors:

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

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

b. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Vatsalya Sharma, Company Secretary in Practice (CP No. 19754) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure-V” The secretarial audit report does not contain any qualification, adverse observations/remarks.

c. Cost Auditors:

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

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

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

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

d. Internal Auditor

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

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

Your Company's internal control system is commensurate with its scale of operations designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time.

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

27. Risk management

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. In line with SEBI Regulations, your company has set up a Risk Management committee to monitor the risks and thier Mitigation Actions. The details of Risk Management committee are provided elsewhere in this report. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

28. Disclosure requirements

a) Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate report of the Board of Directors of the Company on Corporate Governance is an integral part of the Annual Report and included as Annexure ‘VII' and the Certificate from M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C), Statutory Auditors of the Company, confirming compliance with the requirements of Corporate Governance as stipulated in Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed as Annexure ‘VIII'.

b) Familiarisation Program for Independent Directors

Your Company has in place a Familiarisation Program for independent Directors to provide insights into the Company's Business to enable them contribute significantly to its success. The Senior Management makes presentations periodically to familiarise the Independent Directors with the strategy operations and functions of the Company. The details of the familiarisation program of the independent directors are available on the website of the Company www.rajratan.co.in/investor/.

c) Dematerialisation of Shares

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialisation of shares with either of the Depositories as aforesaid. As on 31^st March, 2022, 98.86% of the share capital stands dematerialised.

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

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

f) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations. The said policy is available on the website of the Company www.rajratan. co.in.

g) As required under section 134(q) there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

h) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

i) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company at www.rajratan.co.in/investor.

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

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

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

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

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

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

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

29. Management Discussion and Analysis

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

30. Cautionary Note:

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

31. Annexures Forming A Part of Director’s Report

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

32. Human Resources and Industrial Relations:

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

33. Appreciation:

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.

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