Directors Report of Rasi Electrodes Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 st

March 2023.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31^st March 2023 is summarized below:

	Year Ended 31.03.2023 Rs.in Lakhs	Year Ended 31.03.2022 Rs.in Lakhs
Net sales	8752.50	6838.08
Other Income	141.72	116.77
Total (A)	8894.22	6954.85
Total Expenditure	8363.40	6562.70
Profit before interest & depreciation	530.82	392.15
Interest & financial charges	45.59	45.86
Depreciation & amortization expense	68.17	67.58
Profit before tax	417.06	278.71
Tax expense	116.46	74.02
Net profit / loss for the period	300.60	204.69
Other Comprehensive Income (net of tax)	-1.63	-8.17
Total Comprehensive Income for the period	298.97	196.52
Surplus brought forward	1195.71	999.19
Balance carried to Balance sheet	1494.68	1195.71

DIVIDEND AND TRANSFER TO RESERVES

Your Board of Directors have not recommended any dividend for the year ended 31^st March 2023 (previous year dividend declared Rs.nil), keeping in view the requirements of the Company for enhanced working capital for the regular business.

Your Directors have not transferred any amount to the any Reserves out of the profits made during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry structure and developments

Your Company is a Small Scale industries registered under MSME category. Your Company is having manufacturing plants for the manufacture of Arc Welding Electrodes and Copper Coated Mild Steel (CCMS) Wire used for the purpose of welding by the Engineering and Fabrication industries. Your Company also trades in the entire range of welding products and accessories required by diverse industries in the heavy engineering and capital goods sector. Your Company trades by importing rutile, MIG-MAG Machine, Flux Core Wire and Flux on a regular basis. The demand for Company’s products depends upon the robustness of demand in the engineering and capital goods industries in the Country.

B. Financial Performance In Relation to Operational Performance

During the year ended 31^st March 2023 the overall turnover of the Company was Rs.8752.50 lakhs as against Rs 6838.08 lakhs achieved during the last year resulting in an increase in the turnover to the extent of 28.00% compared to 73.34% increase in turnover during the previous year. The production of welding electrodes was 2060.256 MTs as against 1561.415 MTs achieved during the previous year. The production of CCMS Wire during the year ended 31^st March 2023 was 4134.343 MTs as against 2806.838 MTs during the previous year. The production of Wire rod to the extent of 2371.415 MTs was also done during the year (previous year 2763.276 MTs).

During the year ended 31^st March 2023 the profit before tax was Rs 417.06 lakhs (previous year Rs 278.71 lakhs) and after making a provision for tax amounting to Rs 116.46 lakhs (previous year Rs 74.02 lakhs) (including provision for deferred tax), the profit after tax was Rs 300.60 lakhs (previous year Rs 204.69 lakhs). The Profit after tax has increased by 46.86% during the year ended 31^st March 2023 when compared to the previous year. The Financial Statements of the Company has been prepared in accordance with the requirements of Companies (Indian Accounting Standards) Rules, 2015.

During the the Financial year 2022-23, the operations of the Company was stable and was progressively increasing. The overall turnover of the Company impressively increasing by around 28% due to favourable industrial climate prevailing in the engineering and capital goods sector. The profitability of the Company has also increased more than commensurate by around 46.86%. Considering these metrics, the performance of the Company should be considered as satisfactory.

The certificate issued by TUV India certifying the QMS during the year and it certified as conforming to Quality Management System (QMS) Standard ISO 9001 for its manufacturing facility at Redhills, Chennai, remains valid. The Research Designs & Standards Organisation (RDSO) has also approved the Company’s products and this approval by RDSO has enabled the Company to supply its products to Indian Railways and ICF during the year.

C. Segmentwise performance

Your company operates in the single segment i.e., manufacture and marketing of welding electrodes and as such the discussion of segment-wise performance is not applicable.

D. Risks & Concerns

Your Company is using base metals as its main raw materials which is subjected to wild price fluctuations and availability. This imparts uncertainty in margin realization on an uniform basis commensurate to increase in turnover. Besides, the Company has to lift its materials upon payment of full consideration as advance payment which also results in increased working capital requirements.

E. Opportunities and Threats

The demand for the products of your Company during the year 2022-23 remained robust and it was showing a healthy increasing trend. However, the Company operates in cyclical industry and the robustness in demand has been observed to be tapering off a little during the current financial year.

The industrial corridors and clusters newly being established in and around Chennai and Tamilnadu will also increase the demand for your Company’s products.

The geo-strategic developments that are taking place resulting in shift in production base of a variety of engineering and fabrication products to our regions considered favourable development for the Company and the Company is fully geared to take advantage of the developments.

Your Company is well positioned with adequate competencies in all core skills to ride the emerging threats and opportunities and convert them for the commercial benefit of your Company.

F. Prospects and Outlook

Your Company’s production preference has shifted towards producing more of CCMS Wire products and restricting production of Arc Welding Electrodes in keeping with the requirements of emerging trends and preferences in the industry. Your Company has augmented the capacity of CCMS welding wire products to cater to the changed market requirements.

The CCMS Wire products produced by your Company have consolidated its brand image in the market. The CCMS Wire products as also the Arc Welding Electrodes products continues to enjoy a strong brand image and loyal patronage in the user market which enabled your Company to consolidate its competitive strength in the highly competitive welding electrodes market.

G. Internal control systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition.

H. Human resources and industrial relations

Your Company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

I. Significant changes in Key Financial Ratios

The Key Financial Ratios applicable to the operations of the Company and changes thereon along with the explanation is furnished Note 23 annexed to the Financial Statements.

Disclosure of Accounting Treatment

The Company has not made any alternative treatment which is in variance with the Indian Accounting Standard. The treatment of various financial items visa-vis the prescribed accounting standard is disclosed Note 1,23-25, 26, annexed to Financial Statements which is self explanatory.

CREDIT RATING

olwstrument	Rated Amount (Rs.Crore)	Ratings
Long term - Fund Based Limits - Cash Credit	10	[ICRA] BB (Stable) Reaffirmed
Short-term - Non-fund Based Limits - Bank Guarantee	(15)	[ICRA]A4

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors 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 March 31,2023 and of the profit of the Company for the year ended on that date;

iii. the Directors 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;

iv. the Directors have prepared the annual accounts on a ‘going concern’ basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with all the material requirements of Corporate Governance prescribed under Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corpo-rate Governance as required under regulation 34(3) read along with Schedule V of the said regulation is annexed and it forms part of this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Related Party T ransactions which was considered material as per the policy adopted by the Company and for which the Company has already obtained the members approval at the previous AGM is disclosed in the Form AOC2 annexed to this report. Other than this, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company at www.rasielectrodes.com and it is also furnished in the Corporate Governance Report.

Your Directors also draw attention of the members to Note 26.4 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company both internal and external. Your Company is not required to constitute a separate Risk Management Committee.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness have surfaced with regard to those internal controls in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is duly constituted as per the requirements of section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.

The Independent Directors Mr Hitesh M Dharamshi and Mr Ajay Goyal have been re-appointed by the shareholders for a 2^nd Term of 5 years from 1.4.2019 to 31.3.2024 by passing a special resolution at their 24^th AGM held on 26.09.2018. The shareholders have, at their 25“'' AGM held on 26“'' September 2019, appointed Ms.AASHIKA KUMARI, [Din: 08455410], as an Independent Director and she shall be holding such office for an initial period of five years up to 29^th May 2024. There were no other changes during the year in the overall composition of the Board of Directors of the Company.

Your Director Mr RANJIT KUMAR KOTHARI, retires by rotation at the ensuing Annual General meeting and being eligible is offering himself for reappointment.

The Company has in place all the KMPs required to be appointed u/s 203 of the Companies Act, 2013. Mr B Popatlal Kothari is the Managing Director & Chief Executive Officer, Mr Kashyap Kothari is the Chief Financial Officer and Mrs Jagruti J Jain is the Company Secretary.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

A familiarisation program was conducted on 11^th February 2023 for the Independent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. All the Directors attended the Familiarisation programme. The details of the familiarization program conducted for Independent Directors has also been uploaded at the website of the Company at www.rasielectrodes.com ,

The Company has formulated Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, Key Managerial Personnel and other employees which has been put up on the website of the Company at www.rasielectrodes.com.

EMPLOYEES STOCK OPTION SCHEME

The Company has not formulated any Employees Stock Option scheme.

AUDITORS & AUDITORS REPORT Statutory Audit

The report of the Statutory Auditors M/s POONAM ANKIT & ASSOCIATES., Chartered Accountants, Chennai, is annexed to this report.

The Auditors have issued an un-modified opinion on the Financial Statements audited by them for the year ended 31^st March 2023.

Secretarial Audit

The Board has appointed Mr Gopikrishnan Madanagopal, Practicing Company Secretary, to conduct Secretarial Audit (SA) for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed to this report.

As regards the remarks made by the Secretarial Auditor in para 4 of the SA Report for the year ended 31^st March 2023, your Board would like to furnish the following explanation:

The 28^th AGM was initially convened vide Notice dated 13^th August 2022 to be held on 28^th September 2022. During the meeting held on 28^th September 2022, the Chairman observed that the required quorum was not present and hence had to adjourn the 28^th AGM to be held on 6^th October 2022 as per the provisions prescribed under section 96 & 103 of the Companies Act, 2013. Non-presence of quorum was in-advertent and beyond the control of the Company. However, the Company has taken all the necessary steps to adhere to the requirements of Companies Act, 2013, Listing Regulations and applicable Secretarial Standards, for adjournment and holding of the 28^th AGM on 6^th October 2022 and transacting the businesses proposed in the Notice.

Cost Audit

The provisions of section 148 of the Companies Act, 2013, is not applicable to the Company since the Company is not carrying on any activities specified under Table A or Table B of the Companies (Cost Record & Audit) Rules, 2014.

Internal Audit

Mr G Mahavirchand Kochar, Independent Practicing Chartered Accountant is the Internal Auditor of the Company as required under section 138 of the Companies Act, 2013. The I nternal Auditor reports to the Audit Committee and the periodical reports submitted by him are reviewed by the Audit Committee and the Board. No adverse findings were reported by the I nternal Auditor during the year.

DISCLOSURES

Corporate Social Responsibility (CSR)

Your Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities.

Audit committee

The Audit Committee comprises of two Independent Director and one Non-Independent Director and as such the composition requirements prescribed under section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations is satisfied. All the recommendations made by the Audit Committee during the year have been accepted by the Board.

Vigil Mechanism

The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at www.rasielectrodes.com.

Meetings of Board

During the year FOUR meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities provided.

The Company has duly complied with the requirements of Companies Act, 2013, with respect to loans given and investments made during the financial year.

The particulars of Loans given, investments made and the purpose for which the loan given is proposed to be utilized by the recipient is furnished in Note:26.5 to the financial statements.

The Company has not given any guarantees and has not provided any security during the year.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

As required under the Provisions of Sec. 134(3)(m) of the Companies Act 2013, information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed to this report.

Extract of Annual Return

The Annual Return as on 31^st March 2023 in the prescribed E-Form MGT7 is available at the following weblink : http://cmsbox.rasielectrodes.com/pdffiles/Draft%20Form_MGT_7%2031March2023.pdf

Particulars of Employees and related disclosures

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules.

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 annexed to this report.

Employees Stock Option Scheme

The Company has not formulated any Employees Stock Option scheme.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under the said Act during the year.

General

Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year:

i. No deposits were accepted attracting the provisions of section 73 - 76 of the Companies Act, 2013.

ii. The Company has not issued any equity shares during the year with differential rights as to dividend, voting or otherwise.

iii. The Company has not issued any shares (including sweat equity shares) to any of its employees during the year.

iv. The Company does not have any subsidiary, Joint venture or associate companies and as such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise.

v. No significant or material orders were passed by the Regulators or Courts or T ribunals which impact the going concern status and Company’s operations in future.

vi. There were no material changes and commitments affecting the financial position of the company which have occurred between 31^st March 2023 and the date of this report.

vii. The Board has reviewed the system in place to monitor compliance with all the applicable laws relating to Companies domain of operation and it

has not come across any material non-compliance with such laws during the year.

viii. The Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year or as at the end of the year.

ix. The Company has not done any valuation or availed any one time settlement of loans from Banks or Financial Institutions during the year. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company’s Bankers M/s. Bank of Baroda (formerly Dena Bank), and Citi Bank.N.A., the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

By Order of the Board,

For & on behalf of the Board of Directors

B RANJIT KUMAR KOTHARI

CHAIRMAN

DIN:01560805

CHENNAI

DATED: 30^th MAY 2023

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Mar 31, 2014

Dear Shareholder,

The Directors have pleasure in submitting the 20thAnnual Report of yourCompany togetherwith the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2014 is given below:

Year Ended 31.03.2014 Year Ended 31.03.2013 Rs.in Lakhs Rs.in Lakhs

Net sales 2064.38 2309.71

Other Income 34.21 18.62

Total (A) 2098.59 2328.33

Total Expenditure 1918.18 2080.74

Profit before interest & depreciation 180.41 247.59

Interest & financial charges 57.14 75.33

Depreciation 40.12 39.38

Profit before tax 83.15 132.88

Provision for tax incl tax for earlier years 27.26 41.31

Deferred tax current -0.20 -0.09

Profit after tax 56.09 91.66

Profit brought forward 456.90 395.86

Transfer to General Reserve 1.71 2.78

Proposed Dividend (5%) 0.00 23.80

Dividend tax 0.00 4.04

Balance carried to Balance sheet 511.28 456.90

DIVIDEND

In order to conserve the financial resources for investment in the expansion of manufacturing plant, your Directors have not recommended any dividend for the year ended 31st March 2014, as against a dividend of Re 0.50 ps (i.e., 5%) dividend declared and paid during the previous year.

CAPITAL ISSUANCE

During the year, your Board of Directors have allotted 210,000 Equity shares of Rs 10 each for cash at a price of Rs 35.82 per share to promoters and promoters group who have exercised their option to convert equal number of Warrants as per the terms of issue of the Warrants allotted to them. The proceeds raised have been utilized to meet the working capital requirements.

DIRECTORS

The Director Mr Ranjit Kumar Kothari retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

In order to comply with the requirements of appointment of Independent Directors, Mr Hitesh M Dharamshi, Mr Ajay Goyal and Mr N Prakash Kumar have agreed to retire at the ensuing Annual General Meeting. In terms of section 149 and other applicable provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, Mr Hitesh M Dharamshi, Mr Ajay Goyal and Mr N Prakash Kumar being eligible and offering themselves for appointment is proposed to be appointed as an Independent Director for five (5) consecutive years for a term up to 31st March 2019. Notices, along with requisite deposit, have been received from members proposing them as Independent Directors.

In the opinion of the Board Mr Hitesh M Dharamshi, Mr Ajay Goyal and Mr N Prakash Kumar fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder for their appointments as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail their services as Independent Directors.

AUDITORS

M/s. ANPAssociates, Chartered Accountants, Chennai shall be retiring at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As required under the Provisions of Sec. 217 (1) (e) of the Companies Act 1956 information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed hereto.

There were no employees drawing remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Your Company has materially complied with the requirements of Corporate Governance Code prescribed under the Listing Agreement executed with the Stock Exchange during the year.A report on Corporate Governance as prescribed under Clause 49 of the Listing Agreement is annexed.

COMPLIANCE CERTIFICATE

As required under section 383A(1) of the Companies Act, 1956, a Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March 2014 is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIESACT, 1956

Yours Directors state that :

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, ifany.

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of sufficient accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) Thedirectors hadpreparedtheannual accounts onagoing concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company''s Bankers M/s.Dena Bank, the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

By Order of the Board for RASI ELECTRODES LIMITED

B. POPATLAL KOTHARI

Dated: 14th August 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Shareholder,

The Directors have pleasure in submitting the 19th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2013 is given below:

Year Ended Year Ended 31.03.2013 31.03.2012 Rs. in Lakhs Rs. in Lakhs

Net sales 2309.71 2491.66

Other Income 18.62 81.15

Total (A) 2328.33 2572.81

Total Expenditure 2080.74 2218.03

Profit before interest & depreciation 247.59 354.78

Interest & financial charges 75.33 59.51

Depreciation 39.38 25.00

Profit before tax 132.88 270.27

Provision for tax inci tax for earlier years 41.31 76.49

Deferred tax - current -0.09 -0.89

Profit after tax 91.66 194.67

Profit brought forward 395.86 231.61

Transfer to General Reserve 2.78 2.76

Proposed Dividend (5%) 23.80 23.80

Dividend tax 4.04 3.86

Balance carried to Balance sheet 456.90 395.86

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.50 per equity share of Rs10 each (previous year Re.0.50) for the year ended 31st March 2013.

CAPITAL ISSUANCE

During the year, your Board of Directors have allotted 4,50,000 Convertible Warrants at a price of Rs 35.82 each to the Promoters and Promoters Group pursuant to approval accorded by the members at their EGM held on 22" February 2013, The Warrants are to be converted to Equity shares within a period of 18 months from the date of allotment at the option of the allottees which falls due on 6* September 2014. The proceeds received as Application money for allotment of Warrants amounting to Rs 40,29,750 have been utilized towards working capital. As on 31* March 2013, none of the Warrants have been presented for conversion to Equity Shares.

DIRECTORS

Your Directors Mr Ajay Goyal and Mr N Prakash Kumar are retiring by rotation at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment as Directors on the Board of the Company.

AUDITORS

M/s. ANP Associates, Chartered Accountants, Chennai shall be retiring at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As required under the Provisions of Sec. 217 (1) (e) of the Companies Act 1956 information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed hereto.

There were no employees drawing remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Your Company has materially complied with the requirements of Corporate Governance Code prescribed under the Listing Agreement executed with the Stock Exchange during the year. A report on Corporate Governance as prescribed under Clause 49 of the Listing Agreement is annexed.

COMPLIANCE CERTIFICATE

As required under section 383A(1) of the Companies Act, 1956, a Compliance Certificate issued by a Practicing Company Secretary for the year ended 31" March 2013 is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Yours Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of sufficient accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company''s Bankers M/s. Dena Bank, the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

By Order of the Board

for RASI ELECTRODES LIMITED

CHENNAI

DATED: 31st May 2013 B popatlal KOTHARI

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in submitting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2012 is given below :

Year Ended Year Ended 31.03.2012 31.03.2011 Rs.in Lakhs Rs. In Lakhs

Net sales 2491.66 2108.16

Other Income 81.15 20.87

Total (A) 2572.81 2129.03

Total Expenditure 2218.03 1860.74

Profit before interest & depreciation 354.78 268.29

Interest & financial charges 59.51 38.33

Depreciation 25.00 21.49

Profit before tax 270.27 208.47

Provision for tax incl tax for earlier years 76.49 71.78

Deferred tax - current -0.89 -1.02

Profit after tax 194.67 137.71

Profit brought forward 231.61 146.65

Transfer to General Reserve 2.76 25.00

Proposed Dividend (5%) 23.80 23.80

Dividend tax 3.86 3.95

Balance carried to Balance sheet 395.86 231.61

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.50 per equity share of Rs 10 each (previous year Re.0.50) for the year ended 31st March 2012.

DIRECTORS

Your Directors B.Ranjit Kumar Kothari and Hitesh M Dharamshi, are retiring by rotation at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment as Directors on the Board of the Company.

AUDITORS

M/s. ANP Associates, Chartered Accountants, Chennai shall be retiring at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As required under the Provisions of Sec. 217 (1) (e) of the Companies Act 1956 information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed hereto.

There were no employees drawing remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance as prescribed under Clause 49 of the Listing Agreement is annexed.

COMPLIANCE CERTIFICATE

As required under section 383A(1) of the Companies Act, 1956, a Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March 2012 is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Yours Directors state that :

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period.

iii) The directors have taken proper and sufficient care for the maintenance of sufficient accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company's Bankers M/s. Dena Bank, the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

for and on behalf of the Board of Directors

CHENNAI B POPATLAL KOTHARI

DATED: 31st MAY 2012 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in submitting the Sixteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial Results for the year ended 31 st March 2010 is given below: Year Ended Year Ended

31.03.2010 31.03.2009

Rs. Rs.

Net sales 180550591 173795630

Other Income 1859047 1326394

Total (A) 182409638 175122024

Total Expenditure 158806781 158060588

Profit before interest & depreciation 23602857 17061436

Interest & financial charges 3136880 3815036

Depreciation 2300263 2286823

Profit before tax 18165714 10959577

Provision for tax incl tax for earlier year 6697485 4282920

Deferred tax - current -200271 -147228

Profit after tax 11668500 6823885

Profit brought forward 8281561 5685261

Transfer to General Reserve 2500000 2000000

Proposed Dividend (5%) 2380000 1904000

Dividend tax 404481 323585

Balance carried to Balance sheet 14665580 8281561

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.50 per equity share of Rs 10 each (previous year Re.0.40) for the year ended 31st Margh 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry structure and developments

Your Company is in the business of manufacture and marketing of welding electrodes of different grades and speciality catering to the requirements of light and heavy engineering industries. Your Company is also importing and trading in Copper Coated Mild Steel (CCMS) Wire, rutile, MIG-MAG Machine, Flux Core Wire and Flux. CCMS Wires is a substitute product over the conventional Arc Welding Electrodes.

Your company is operating in the Small Scale Sector. The demand for the companys products are dependent on the prospects for the engineering industries. During the year, the welding industry experienced reasonable growth in aggregate demand due to over all robust growth in the economy in general and engineering and capital goods sector in particular.

B. Performance

During the year ended 31 st March 2010, the overall turnover of the Company was Rs. 1805.51 laktis as against Rs.1737.96 lakhs achieved during the last year resulting in an increase in the turnover to the extent of 3.89% when compared with the previous year. The production of welding electrodes was 2484.609 MTS a against 1983.758 MTS achieved during the previous year. The traded products constituted a significant portion of the Companys turnover during the year ended 31 st March 2010.

During the year ended 31st March 2010, the profit before tax was Rs 181.65 (Rs 109.60) lakhs and after making a provision for tax amounting to Rs 64.97 (Rs 41.36) lakhs (including provision for deferred tax), the profit after tax was Rs 116.68 (Rs 68.24) lakhs. The Profit after tax has increased by 70.98% during the year ended 31 st March 2010 when compared to the previous year.

The Company continues to comply with the certification requirements of Det Norkse Veritas Management System conforming to Quality Management System Standard ISO 9001:2008 for its manufacturing facility at Redhills, Chennai.

The demand for the Companys products was reasonably good during the year under report. However, the company continues to face competition from other manufacturers and importers. The input cost of raw materials was also impacted by the fluctuation in the currency prices.

The Company has made good progress in increasing its market share and market penetration with respect to its traded products such as Copper Coated Mild Steel (CCMS) Wire, rutile, MIG-MAG Machine, Flux Core Wire and Flux and welding machines by importing the same. The trading turnover of these additional products was Rs.549.04 lacs during the year as against Rs.592.16 lacs achieved during the previous year.

C. Segment wise performance

Your company operates in the single segment i.e., manufacture and marketing of welding electrodes and as such the discussion of segment-wise performance is not applicable.

D.Concerns

The cost of raw materials such as steel and rutile continues to escalate and the Company does not have any control over the same. Currency fluctuations have affected the procurement cost of imports.

E. Prospects and Outlook

Your Company has succeeded in establishing the brand name for the companys product in the domestic market. The Company has also introduced newer range of welding electrodes products in the market. The Company was also able to expand its reach to newer market segments during the year.

Your Company continues to import and trade in CCMS Wire, rutile, MIG-MAG Machine, Flux Core Wire and Flux has also shown considerable improvement. These trading activities have aided the Company in establishing a niche market for itself for these newer segments of products without having a manufacturing facility.

Your Company has also exported its products for the first time during the year. Your Company is also exploring the opportunity to export its products and also other tradeable product using its contacts with the overseas market. This is bound to increase the turnover and profitability in the years to come.

F.lnteriial control systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition.

G.Human resources and industrial relations

Your Company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956.

DIRECTORS

Your Directors Mr Mahesh C Turakhia and Mrs Ruchi KOthari resigned during the year due to their other personal preoccupations.

Your Directors Mr Ranjit Kumar Kothari and Hitesh M Dharamshi, are retiring by rotation at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment as Directors on the Board of the Company.

AUDITORS

M/s. ANP Associates, Chartered Accountants, Chennai shall be retiring at the ensuing Annual General Meeting and being eligible are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As required under the Provisions of Sec. 217 (1) (e) of the Companies Act 1956 information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed hereto.

There were no employees drawing remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance as prescribed under Clause 49 of the Listing Agreement is annexed.

COMPLIANCE CERTIFICATE

As required under section 383A( 1) of the Companies Act, 1956, a Compliance Certificate issued by a Practicing Company Secretary for the year ended 31 st March 2010 is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Yours Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of sufficient accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Companys Bankers M/s.Dena Bank, the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

for and on behalf of the Board of Directors

CHENNAI B.POPATLAL KOTHARI

DATED:11.08.2010 Chairman and Managing Director