Directors Report of Rathi Bars Ltd.

Mar 31, 2025

Your directors present the Thirty Second (32^nd) Annual Report on the business and operations of the
Company along with the Audited Standalone Financial Statements of the Company for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31^st March, 2025 is summarized below:

Particulars	F.Y. 2024-2025	F.Y. 2023-2024
Revenue from Operations	49,628.82	61,403.52
Other Income	141.77	33.72
Total Income	49,770.59	61,437.24
Profit Before Interest, Depreciation and Tax	1,477.60	1,467.09
Less: Interest	649.98	613.30
Less: Depreciation	476.02	449.06
Profit Before Tax	351.60	404.73
Less: Provision for Tax	95.04	47.91
Profit after Tax	256.56	356.82

2. REVIEW OF OPERATIONS/ STATEMENT OF COMPANY’S AFFAIRS:

During the year, the Company reported revenue from operations of Rs. 49,628.82 Lakhs as compared to
Rs. 61,403.52 Lakhs in the previous year. There is a slight downfall in the revenue from operations of the
Company as compared to the previous year. Due to decrease in Iron & Steel Price in both domestic and
global market majorly due to uncertain market cues. Consequently, EBT has also decreased in FY 24-25
to Rs. 351.60 Lakhs as compared to Rs. 404.73 Lakhs in the previous year.

During the year, your Company had produced 92836.455 MT Steel Bars (Including trading purchase
31712.170 MT) and 9608.025 MT Ingots/ Billets (Including trading purchase 9608.025 MT) as against
production of 1,15,556.799 MT Steel Bars (including trading purchase of 33,891.690 MT) and 10,127.805
Ingots/Billets (Including trading purchase 10,127.805 MT) during the corresponding period of last year.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The present Board of the Company is duly constituted. The Company has eminent individuals from diverse
fields as Directors on its Board, who bring in the required skill, integrity, competence, expertise and
experience that is required for making effective contribution to the Board.

The composition of the Board of the Company as of 31^st March 2025 is as under:

Name Of the Director	DIN	Designation	Date of Appointment
Anurag Rathi	00063345	Managing Director	10/08/1993
Uddhav Rathi	06604905	Whole-Time Director cum CFO	13/02/2014
Sonali V Chitalkar	07602962	Independent Director	30/09/2016
Rajendra Prasad	10057339	Independent Director	08/05/2023
Shikha Chakraborty	08253713	Independent Director	12/10/2018
Hukum Singh	07989600	Additional Non-Executive Director	25/10/2024

a) Pursuant to Section 149 of the Companies Act, 2013, Ms. Sonali V Chitalkar, Ms. Shikha Chakraborty
and Mr. Rajendra Prasad are the Independent Directors of the Company.

*CHANGE IN DIRECTORS AND KMP

• In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of
Association, Mr. Anurag Rathi, Managing Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible for re-appointment, has offered himself
for re-appointment. He has confirmed that he is not disqualified under Section 164 of the
Companies Act, 2013 and is eligible to be re-appointed as Director of the Company.

• Mr. Chander Mohan, Non-Executive Director has resigned from the post of Director w.e.f.

25.10.2024 And Mr. Hukum Singh was appointed as an Additional Non-Executive Director w.e.f.

25.10.2024 and proposed to be regularized in the ensuing Annual General Meeting.

• Ms. Anamika Shukla, Company Secretary and Compliance Officer of the Company has tendered
her resignation vide her letter dated 09.12.2024 due to personnel and unavoidable circumstances
which was accepted with immediate effect.

• Ms. Bharti Chitkara, an Associate Member of Institute of Company Secretaries of India (ICSI)
having Membership No. A72963 was appointed as the Company Secretary and Compliance Officer
of the Company by the Board in their Board Meeting held on 11.02.2025.

4. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2024-25, the Company held Eleven (11) Board meetings of the Board of
Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were
adhered to while considering the time gap between two meetings.

ATTENDANCE OF DIRECTORS IN BOARD MEETING:

S. No.	Name of the Director(s)	Number of Meetings which director was entitled to attend	Number of Meetings Attended
1.	Anurag Rathi	11	11
2.	Uddhav Rathi	11	11
3.	Chander Mohan	8	7
4.	Sonali V Chitalkar	11	10
5.	Rajendra Prasad	11	11
6.	Shikha Chakraborty	11	10
7.	Hukum Singh	3	3

5. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar and Mr. Rajendra Prasad are the Independent Directors
of the Company. The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

6. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Mr. Anurag Rathi, and Mr. Uddhav Rathi are related to each other in accordance with Section 2 (77) of the
Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 but
Mr. Hukum Singh (Additional Non-Executive Director), Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar
and Mr. Rajendra Prasad (Independent Directors) of the Company, are not related to the other Directors of
the Company.

7. REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ SENIOR
MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration Policy formulated in accordance with Section of the
Act and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is
as follows:

S. No.	Name	Designation	Remuneration paid for FY 2024-25 (in Rs.)	Ratio/ Times per Median of employee remuneration	Percentage Increase/ decrease in the Remuneration
1.	Anurag Rathi	Managing Director	21,60,000	8.99	0.00%
2.	Uddhav Rathi	Whole-time Director	18,00,000	7.49	0.00%
3.	Chander Mohan	Non-Executive Director	1,18,032	0.49	-31.32%
4.	Rajendra Prasad	Independent Director	50,000	0.21	0.00%
5.	Shikha Chakraborty	Independent Director	50,000	0.21	0.00%
6.	Sonali V Chitalkar	Independent Director	50,000	0.21	0.00%
7.	Hukum Singh	Additional Non¬ Executive Director	Nil	Nil	Nil
8.	Anamika Shukla	Company Secretary	5,38,837	2.24	-14.13%
9.	Bhari Chitkara	Company Secretary	1,06,071	0.44	NA

Notes:

• The aforesaid details are calculated on the basis of remuneration for the financial year 2024-25 and
include sitting fees paid to Directors during the financial year.

• The remuneration to Directors is within the overall limits approved by the shareholders of the Company.

• Percentage increase/ decrease in remuneration is not applicable in case of Mr. Anurag Rathi, Mr.
Uddhav Rathi, Mr. Rajendra Prasad, Mrs. Shikha Chakraborty and Mrs. Sonali V Chitalkar as there is
no increase/ decrease in the sitting fee or remuneration paid to them.

• Percentage increase/ decrease in remuneration paid to Mr. Chander Mohan (Director) and Ms. Anamika
Shukla (Company Secretary cum Compliance Officer) is based on their service to the Company till

25.10.2024 and 09.12.2024 respectively

• % increase/ decrease in remuneration of Ms. Bharti Chitkara is calculated on the basis of 2 months
remuneration as she was appointed on 11.02.205.

• The Company has total 92 permanent employees as on 31.03.2025 on roll.

• The Company has paid remuneration to all its director as per the remuneration policy.

8. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT

DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise

and experience necessary for administrative working in the steel industry.

9. WEB LINK OF ANNUAL RETURN, IF ANY:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, Draft Annual Return of the Company as at 31^st
March, 2025 is uploaded on the website of the Company at
https://www.aquare.co.in/mobileAPI/rathisteels/wp-content/uploads/2025/08/RBL Form-MGT-7
AB6160608 FY-24-25.pdf.

10. DIVIDEND:

Your directors do not recommend any dividend at this stage as the Company requires ploughing back of
the profits to the working capital of the Company and expects better results in the coming years.

11. SHARE CAPITAL:

The Authorized Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) and the Paid-
up Capital of the Company is Rs. 16,33,03,570/- (Rupees Sixteen Crores Thirty-Three Lakh Three
Thousand Five Hundred Seventy only). There is no change in paid up capital of the Company during the
year under review.

12. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BOARD
REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the Report.

13. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2024-25.

14. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Y ear 2024-25.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis
Report is annexed herewith & marked as Annexure-A of this Board Report.

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There is no such amount required to be transferred to the Investor Education and Protection Fund in
accordance with the provisions of Section 125 of the Companies Act, 2013 and Rules made thereunder.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or Associate Company.

18. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES & INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements
as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board’s composition and structure, effectiveness of Board’s 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 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.

19. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a
policy for the selection and appointment of Directors, Senior Management and their remuneration including
criteria for determining qualification, positive attributes, independence of the directors and other matters
provided under sub section (3) of section 178. The Remuneration Policy has been disclosed on the website
of the listed entity which can be accessed through http://erp.tsnet.in:8080/rathisteels/wp-content/uploads/
2024/04/RBL NR-Policy.pdf

20. CORPORATE SOCIAL RESPONSIBILITY:

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility
criteria don’t cover your Company.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and in order to ensure that the activities of
the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil
Mechanism policy. This policy has been prepared for directors and employees to report their genuine
concerns in the interest of the Company and its stakeholders.

22. AUDIT COMMITTEE AND ITS COMPOSITION:

As per Section 177(2) and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the composition of Audit Committee as on 31^st March, 2024 is as follows:

NAME	DESIGNATION	CATEGORY
Ms. Sonali V Chitalkar	Chairperson	Independent Director
Ms. Shikha Chakraborty	Member	Independent Director
Mr. Uddhav Rathi	Member	CFO

23. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, the members of the Company in their
30^th Annual General Meeting held on 04.08.2023 approved the appointment of M/s Masar & Co.

Chartered Accountants (FRN: 033829N) as Statutory Auditors for tenure of 5 (five) years, to
examine and audit the accounts of the Company during the said period.

a) STATUTORY AUDITOR’S REPORT:

The Auditor’s Report for the financial year 2024-25 does not contain any qualification, reservation
or adverse remark and therefore do not call for any further comments. The Auditors’ Report is
enclosed with the financial statements in this Annual Report.

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, and Regulation 24A of
Listing Regulations, the Company has appointed M/s PWR Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the FY ended March 31, 2025.

a) SECRETARIAL AUDITOR’S REPORT:

The Secretarial Auditor’s Report for financial year 2024-25 is annexed herewith and marked as
Annexure-B of this Board Report and there are some qualification, reservation, adverse comment,
or disclaimers made by the auditor in their report. The Board of Directors gave the suitable and
satisfactory reply on each observation raised by the Secretarial Auditor.

C. INTERNAL AUDITOR:

Your Company has adequate system of internal control systems commensurate with size, scale and
complexity of its operations to ensure accurate and timely reporting of various transactions,
efficiency of operations and compliance with applicable laws, regulations, guidelines and
Company’s policies. Review of the Internal Financial Controls for ensuring accuracy and
completeness of the accounting record, safeguarding of assets, the prevention and detection of frauds
and errors and timely preparation of reliable financial information.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed
Mr. Chaturbhuj Chauhan, Finance Manager to undertake the Internal Audit of the Company for FY
2024-25.

D. COST AUDIT AND MAINTENANCE OF COST RECORDS:

Pursuant to Section 148(2) of the Companies Act, 2013 read with Rule 14 of the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Company is required to get its cost accounting
records audited by a Cost Auditor. The Directors, on the recommendation of the Audit Committee,
appointed M/s Avnesh Jain & Co. (Cost Accountants) to undertake the Cost Audit of the Company.
The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the
ensuing AGM.

a) DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013
for the Financial Year 2024-25.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans or given guarantees or made
investments. However, the details of investments already made by the Company are as follow:

S. No.	Name of Party	Particulars of Investments	Nature	Purpose for which it shall be used	Amount (In Rs)
1.	Gordhan Das Rathi Steels Limited	Purchase of Shares	Investment	Revenue generation	7,66,289.00
2.	National Saving Certificate (NSCs)	Purchase of securities	Investment	Revenue generation	6,045.00
TOTAL					7,72,334.00

26. INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial industrial relations.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the year under review, there have been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Corporation in future.

28. STATUS OF LISTING:

The Company’s shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees
to the Stock Exchange, Mumbai for the year 2025-26.

29. PUBLIC DEPOSITS:

Your Company has not invited or accepted any deposits from the Public during the year and there were no
unpaid and unclaimed deposits as on March 31, 2025. Hence, no information is required to be appended to
this Report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank
of India Directions, 1998).

30. PARTICULARS OF EMPLOYEES:

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013
as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The manufacturing unit of the Company has continued their efforts to reduce their average energy
consumption year on year basis. Some of the key measures taken by the Company are as follows:

Information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, our Director furnish following information as required.

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps
to improve the conservation of energy and this is a continuous process and forms an integral part of
responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilization.

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per
industry standards.

B) During the year under review, the Company has consumed 2,77,64,532 KWH units of electricity
and Nil liters of Diesel. However, the Company has discontinued the consumption of coal.

C) TECHNOLOGY ABSORPTION:

The Company is using technology, which is best available in the Steel Industry (TMT) and always
step forward to upgrade the same.

D) FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs):

During the year under review:

Foreign Exchange Earned: NIL

Foreign Exchange Outgo: NIL

32. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards as prescribed by the Institute of Companies
Secretaries of India and as per section 118 (10) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE:

Your Company is committed to adopting and following the best practices in Corporate Governance and
meets all the applicable requirements which are within its ambit, under the Companies Act, 2013, SEBI
LODR Regulations, 2015 and Secretarial Standards issued by the Institute of Company Secretaries of India.
Your Company is committed to ethical business decisions and conducting business with a firm commitment
to value creation and the expectations of stakeholders.

Your Company considers it an inherent responsibility to disclose timely and accurate information regarding
the operations & performance, leadership, and governance of your Company. The certificate issued by the
Statutory Auditors of the Company M/s. Masar & Co., Chartered Accountants pursuant to Schedule V Para
E of SEBI (LODR) Regulations, 2015 and report on Corporate Governance are attached as Annexure C
and D of this report respectively.

34. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and
were in the ordinary course of business. There were no materially significant related party transactions with
the Company’s Promoters, Directors, Management or their relatives, which could have had a potential
conflict with the interests of the Company. However, transactions entered by the Company in the normal
course of business are periodically placed before the Audit Committee for its omnibus approval and the
particulars of contracts entered during the year are mentioned in Note No. 2(e) of the Financial Statements.

35. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors
Responsibility Statement, the Board of Directors hereby state and confirm that: -

i) in the preparation of the annual accounts for the Financial Year ending March 31, 2025, the
applicable accounting standards have been followed along with proper explanations relating to
material departures;

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 31^st March, 2025 and of the Profit &

Loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors have laid down Internal Financial Controls to be followed in the Company and that

such Internal Financial Controls are adequate and were operating effectively;

vi) 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.

36. BUSINESS RISK MANAGEMENT:

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board Members were informed about risk assessment and minimization procedures after which
the Board formally adopted steps for framing, implementing and monitoring the Risk Management Policy
for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management,
in order to guide decisions on risk-related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and
expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk etc. As a matter
of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

37. INTERNAL FINANCIAL CONTROL:

The Board has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and
verifies the internal control and monitors them in accordance with policy adopted by the Company.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR:

During the year under review, there were no application made or proceedings pending in the name of the
Company under the Insolvency & Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from Banks and
Financial Institutions.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to foster a positive workplace environment, free from harassment of any
nature and takes strong and stringent action in the event of reporting any such incidents. Your Company
has in place an Internal Complaints Committee to examine the cases of sexual harassment under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year 2024-25, no complaints have been received on this subject.

• No. complaints of sexual harassment received in the year: Nil

• No. complaints disposed off during the year: Nil

• No. of cases pending for more than 90 days: Nil

41. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENTS:

The Board thanks the customers, vendors, dealers, investors, business associates and bankers for their
continued support during the year. The Board places on record its appreciation of the contribution made by
employees at all levels. The Company’s resilience to meet challenges was made possible by their hard
work, solidarity, co-operation and support. The Board thanks the Government of India, the State
Governments and other regulatory authorities and government agencies for their support and looks forward
to their continued support in the future.

By order of the Board of Directors
For Rathi Bars Limited

Sd/- Sd/-

Date: 22.08.2025 Anurag Rathi Uddhav Rathi

Place: New Delhi (Managing Director) (WTD and CFO)

DIN:00063345 DIN:06604905

---

Mar 31, 2024

Your directors present the Thirty First (31^st) Annual Report on the business and operations of the Company along with the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31^st March, 2024 is summarized below:

fRc In l.akhcl

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Gross Revenue	61,437.24	48,263.78
Profit Before Interest, Depreciation and Tax	1,467.09	1,524.65
Less: Interest	613.30	538.80
Less: Depreciation	449.06	654.31
Profit Before Tax	404.73	331.54
Less: Provision for Tax	47.91	73.15
Profit after Tax	356.82	258.39
Balance of Profit brought forward	5,616.86	5,358.47
Balance available for appropriation	5,973.68	5,616.86

2. REVIEW OF OPERATIONS/ STATEMENT OF COMPANY''S AFFAIRS:

During the year, the Company reported revenue from operations of Rs. 61403.52 Lakhs as compared to Rs. 48,235.65 Lakhs in the previous year. The Company was able to increase its overall turnover in comparison to previous year whereas EBT during the year reported Rs. 404.73 Lakhs as compared to Rs. 331.54 Lakhs in the previous year based on the strategic planning of the management of the Company.

During the year, your Company had produced 1,15,556.799 MT Steel Bars (Including trading purchase 33,891.690 MT) and 10,127.805 MT Ingots/ Billets (Including trading purchase 10,127.805 MT) as against production of 73,130.909 MT Steel Bars (including trading purchase of 20,946.190 MT) and 8,798.740 MT Ingots/Billets (Including trading purchase 8,798.740 MT) during the corresponding period of last year.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMP):

The present Board of the Company is duly constituted. The Company has eminent individuals from diverse fields as Directors on its Board, who bring in the required skill, integrity, competence, expertise and experience that is required for making effective contribution to the Board.

The composition of the Board of the Company as of 31^st March 2024 is as under:

Name Of the Director	DIN	Designation	Date of Appointment
Anurag Rathi	00063345	Managing Director	10/08/1993
Uddhav Rathi	06604905	Whole-Time Director cum CFO	13/02/2014
Chander Mohan	08679269	Non-Executive Director	30/01/2020
Sonali V Chitalkar	07602962	Independent Director	30/09/2016
Rajendra Prasad	10057339	Independent Director	08/05/2023
Shikha Chakraborty	08253713	Independent Director	12/10/2018

a) Pursuant to Section 149 of the Companies Act, 2013, Ms. Sonali V Chitalkar, Ms. Shikha Chakraborty and Mr. Rajendra Prasad are the Independent Directors of the Company.

*CHANGE IN DIRECTORS

• In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Chander Mohan, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment, has offered himself for re-appointment. He has confirmed that he is not disqualified under Section 164 of the Companies Act, 2013 and is eligible to be re-appointed as Director of the Company.

• Mr. Rajendra Prasad was appointed as an Independent Director by the members of the Company in its 30^th Annual General Meeting held on 04.08.2023.

4. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held Seven Board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings.

ATTENDANCE OF DIRECTORS IN BOARD MEETING:

S. No.	Name of the Director(s)	Number of Meetings which director was entitled to attend	Number of Meetings Attended
1.	Anurag Rathi	7	7
2.	Uddhav Rathi	7	7
3.	Chander Mohan	7	7
4.	Sonali V Chitalkar	7	7
5.	Rajendra Prasad	6	2
6.	Shikha Chakraborty	7	7

5. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar and Mr. Rajendra Prasad are the Independent Directors of the Company. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Mr. Anurag Rathi, and Mr. Uddhav Rathi are related to each other in accordance with Section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 but Mr. Chander Mohan (Non-Executive Director), Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar and Mr. Rajendra Prasad (Independent Directors) of the Company, are not related to the other Directors of the Company.

7. REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section of the Act and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is as follows:

S. No.	Name	Designation	Remuneration paid for FY 2023-24 (in Rs.)	Ratio/ Times per Median of employee remuneration	Percentage Increase/ decrease in the Remuneration
1.	Anurag Rathi	Managing Director	21,60,000	9.08	12.96%
2.	Uddhav Rathi	Whole-time Director	18,00,000	7.57	16.67%
3.	Chander Mohan	Non-Executive Director	1,55000	0.65	NA*
4.	Rajendra Prasad	Independent Director	50,000	0.21	NA*
5.	Shikha Chakraborty	Independent Director	50,000	0.21	NA*
6.	Sonali V Chitalkar	Independent Director	50,000	0.21	NA*
7.	Anamika Shukla	Company Secretary	6,15,000	2.56	8.42

Notes:

• The aforesaid details are calculated on the basis of remuneration for the financial year 2023-24 and include sitting fees paid to Directors during the financial year.

• The remuneration to Directors is within the overall limits approved by the shareholders of the Company.

• *Percentage increase/ decrease in remuneration is not applicable in case of Mr. Chander Mohan, Mr. Rajendra Prasad, Mrs. Shikha Chakraborty and Mrs. Sonali V Chitalkar as they were not getting sitting fee or any other remuneration in previous year.

• % increase/ decrease in remuneration of Ms. Anamika Shukla is calculated on the basis of 3 months remuneration as she was appointed on 27.01.2024 i.e. 3 months of F.Y. 2022-23

• The Company has total 99 permanent employees as on 31.03.2024 on roll.

• The Company has paid remuneration to all its director as per the remuneration policy.

8. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise and experience necessary for administrative working in the steel industry.

9. WEB LINK OF ANNUAL RETURN, IF ANY:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Draft Annual Return of the Company as at 31^st March, 2024 is uploaded on the website of the Company at http://erp.tsnet.in:8080/rathisteels/annual-report/.

10. DIVIDEND:

Your directors do not recommend any dividend at this stage as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

11. SHARE CAPITAL:

The Authorized Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) and the Paid-up Capital of the Company is Rs. 16,33,03,570/- (Rupees Sixteen Crores Thirty-Three Lakh Three Thousand Five Hundred Seventy only). There is no change in paid up capital of the Company during the year under review.

12. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

13. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2023-24.

14. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 202324 in the statement of profit and loss.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations forms part of this Integrated Report and Annual Accounts 2023-24 (Annexure 1).

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There is no such amount required to be transferred to the Investor Education and Protection Fund in accordance with the provisions of Section 125 of the Companies Act, 2013 and Rules made thereunder.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or Associate Company.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board''s composition and structure, effectiveness of Board''s 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 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.

19. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a policy for the selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualification, positive attributes, independence of the directors and other matters provided under sub section (3) of section 178. The Remuneration Policy has been disclosed on the website of the listed entity which can be accessed through http://erp.tsnet.in:8080/rathisteels/wp-content/uploads/2024/04/RBL NR-Policy.pdf

20. CORPORATE SOCIAL RESPONSIBILITY:

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility criteria don''t cover your Company.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in order to ensure that the activities of the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil Mechanism policy. This policy has been prepared for directors and employees to report their genuine concerns in the interest of the Company and its stakeholders.

22. AUDIT COMMITTEE AND ITS COMPOSITION:

As per Section 177(2) and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of Audit Committee as on 31^st March, 2024 is as follows:

NAME	DESIGNATION	CATEGORY
Ms. Sonali V Chitalkar	Chairperson	Independent Director
Ms. Shikha Chakraborty	Member	Independent Director
Mr. Uddhav Rathi	Member	CFO

23. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, the members of the Company in their 30^th Annual General Meeting held on 04.08.2023 approved the appointment of M/s M/s Masar & Co. Chartered Accountants (FRN: 033829N) as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

a) STATUTORY AUDITORS REPORT:

The Auditor''s Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark and therefore do not call for any further comments. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

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, and Regulation 24A of Listing Regulations, the Company has appointed M/s PWR Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

a) SECRETARIAL AUDITORS REPORT:

The Secretarial Auditor''s Report for financial year 2023-24 is annexed herewith as Annexure-2. The Board of Directors gave the suitable and satisfactory reply on each observation raised by the Secretarial Auditor.

C. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Jagdish Chugh, Accounts Manager to undertake the Internal Audit of the Company for f.y. 2023-24.

D. COST AUDITORS:

Pursuant to Section 148(2) of the Companies Act, 2013 read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to get its cost accounting records audited by a Cost Auditor. The Directors, on the recommendation of the Audit Committee, appointed M/s Avnesh Jain & Co. (Cost Accountants) to undertake the Cost Audit of the Company. The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM.

a) Disclosure on maintenance of Cost Records:

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the Financial Year 2023-24.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director''s Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans or given guarantees or made investments. However, the details of investments already made by the Company are as follow:

S. No.	Name of Party	Particulars of Investments	Nature	Purpose for which it shall be used	Amount (In Rs)
1.	Gordhan Das Rathi Steels Limited	Purchase of Shares	Investment	Revenue generation	7,66,289.00
2.	National Saving Certificate (NSCs)	Purchase of securities	Investment	Revenue generation	6,045.00
TOTAL					7,72,334.00

26. INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial industrial relations.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Corporation in future.

28. STATUS OF LISTING:

The Company''s shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2024-25.

29. PUBLIC DEPOSITS:

Your Company has not invited or accepted any deposits from the Public during the year and there were no unpaid and unclaimed deposits as on March 31, 2024. Hence, no information is required to be appended to this Report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India Directions, 1998).

30. PARTICULARS OF EMPLOYEES:

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013 as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The manufacturing unit of the Company has continued their efforts to reduce their average energy consumption year on year basis. Some of the key measures taken by the Company are as follows:

Information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, our Director furnish following information as required.

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps to improve the conservation of energy and this is a continuous process and forms an integral part of responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilization.

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) T otal Energy Consumption and Energy Consumption per unit of production is optimum as per industry standards.

B) During the year under review, the Company has consumed 3,31,50,771 units of electricity and 1,000 liters of Diesel. However, the Company has discontinued the consumption of coal.

C) TECHNOLOGY ABSORPTION:

The Company is using technology, which is best available in the Steel Industry (TMT) and always step forward to upgrade the same.

D) FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs):

During the year under review:

Foreign Exchange Earned: NIL

Foreign Exchange Outgo: NIL

32. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards as prescribed by the Institute of Companies Secretaries of India and as per section 118 (10) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE:

A report on Corporate Governance, a Certificate from the Statutory Auditors of the Company M/s. Masar & Co., Chartered Accountants, confirming the compliance with the conditions of Corporate Governance, Management Discussion and Analysis Report and Managing Director''s Report are made part of the Annual Report.

34. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. However, transactions entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year are mentioned in Note No. 2(e) of the Financial Statements.

35. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors hereby state and confirm that: -

i) in the preparation of the annual accounts for the Financial Year 2023-24, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 31^st March, 2024 and of the Profit & Loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors have laid down Internal Financial Controls to be followed in the Company and that such Internal Financial Controls are adequate and were operating effectively;

vi) 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.

36. BUSINESS RISK MANAGEMENT:

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board Members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the Risk Management Policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk-related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

37. INTERNAL FINANCIAL CONTROL:

The Board has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR:

During the year under review, there were no application made or proceedings pending in the name of the Company under the Insolvency & Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions.

40. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaint has been received from employees. There was no other case reported during the year under review under the said policy.

ACKNOWLEDGEMENTS:

The Board thanks the customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. The Board places on record its appreciation of the contribution made by employees at all levels. The Company''s resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. The Board thanks the Government of India, the State Governments and other regulatory authorities and government agencies for their support and looks forward to their continued support in the future.

By order of the Board of Directors For Rathi Bars Limited

Sd/- Sd/-

Anurag Rathi Uddhav Rathi

Date: 30.08.2024 (Managing Director) (WTD and CFO)

Place: New Delhi DIN:00063345 DIN:06604905

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of your Company together with the Audited Accounts for the year ended March 31st, 2015.

1. FINANCIAL RESULTS:

Financial Year Ended 2014-2015 (Rs.) 2013-2014 (Rs.)

Gross Revenue 2, 64, 65, 49,254.00 3, 04, 69, 30,367.00

Profit Before Interest, 10, 68, 13,398.00 10, 37, 67,426.00 Depreciation and Tax

Less: Interest 3, 71, 21,316.00 4, 45, 83,837.00

Less: Depreciation 5, 98, 41,167.00 2, 61,74,471.00

Profit Before Tax 98, 50,915.00 3, 30, 09,118.00

Less: Provision for Tax 75, 33,309.00 86, 45,437.00

Profit after Tax 23, 17,606.00 2, 43, 63,681.00

Balance of Profit brought 39, 31,27,711.00 36, 87, 64,029.00 forward

Balance available for 39, 50, 02,830.00 39,31,27,711.00 appropriation

2. STATE OF COMPANYS' AFFAIRS AND FUTURE OUTLOOK:

The Company has made a profit of Rs. 23, 17,606/- (After Tax) during the year in comparison of Rs. 2, 43, 63,681/- in previous year. There is drastic change in the net profits of the Company which is majorly due to change in the accounting and depreciation policies pursuant to the provisions of the Companies Act, 2013 and market conditions of the economy. But the company is hopeful of improving its positions in the future. Your company is in the business of manufacturing and trading of steel products such as bars, ingots etc and continuously doing its efforts to improve the productivity and revenues of the company in the interest of the stakeholders.

3. DIVIDEND:

Your Directors do not recommend any dividend at this stage as the Company requires ploughing back of the profits to the working capital of the Company and expects good results in the coming years.

4. SHARE CAPITAL:

The Authorized Capital of the Company is Rs. 18, 00, 00,000/- (Rupees Eighteen Crore only) and the Paid up capital of the Company is Rs. 16, 33, 03,570/- (Rupees Sixteen Crore Thirty Three Lakh Three Thousand Five Hundred Seventy only). There is no change in paid up capital of the Company during the year under review.

5. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2014-15.

7. TRANSFER TO RESERVES:

Your Directors do not propose any amount of transfer to General Reserves for the financial Year ended 31.03.2015.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The amount required to be transferred to the Investor Education and Protection Fund in accordance with the provisions of Section 205 A of the Companies Act, 1956 and Rules made thereunder, had been transferred to the Fund and there is no such pending amount required to be transferred.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a) Mr. Anurag Rathi has been appointed as Chief Financial Officer of the Company on 13.02.2015.

b) In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Shri Uddhav Rathi, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment. They have confirmed that they are not disqualified under Section 164 of the Companies Act, 2013 and they are eligible to be re-appointed as Directors of the Company.

c) Pursuant to Section 168 of the Companies Act, 2013, Mr. HarKishore Kejriwal, the Independent director of the Company, has resigned from the Company.

d) Ms. Parnika Rathi is appointed as the Women Director in the Shareholders meeting (AGM) held on 30.09.2014.

10. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or Associate Company.

11. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, 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 Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

12. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Majority of the Directors of the Company are related to each other in accordance with Section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

13. REMUNERATION POLICY:

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

14. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designatio Remune- Remune- Increase in No. n ration paid ration paid Remuneration FY 2014-15 FY 2013-14 from previous (in lakhs) (in year lakhs)

1. Anurag Director/ 24.00 24.00 ------ Rathi CFO

2. Kamles Mg. ----- ----- ----- h Kumar Director Rathi (KMP)

3. Parnika Director 12.00 ----- ----- Rathi

4. Uddhav Director ----- ----- ------ Rathi

S. Name Ratio/Times No. per Median of employee remuneration

1. Anurag 13 times Rathi

2. Kamles h Kumar Rathi

3. Parnika 6 67 times Rathi

4. Uddhav Rathi

15. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

During the Financial Year 2014-15, the Company held five board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting Board Strength No. of Directors Present

1. 30.05.2014 05 04

2. 13.08.2014 05 04

3. 06.09.2014 05 05

4. 14.11.2014 06 06

5 13.02.2015 06 05

16. OPERATIONAL REVIEW:

During the year, your Company had produced 60927.670 MT Steel Bars (Nil Trading Purchase) and 24855.910 MT Ingots/ Billets as against production of 71520.220 MT Steel Bars (Trading Purchase of 99.150 M.T.) and 35439.565 MT ingots/Billets during the corresponding period of last year.

17. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Binod Kumar Maheshwari & Mr. Ashok Kumar Garg are the Independent Directors of the Company. The Board of Directors had received declaration under Section 149(6) of the Companies Act, 2013.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility criteria doesn't cover your Company however, the CSR is an integral

part of the Company's activities and the Company carries on Corporate Social Responsibility through Rathi Education Society since inception.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil Mechanism policy. This policy has been prepared for directors and employees to report their genuine concerns in the interest of the company and its stakeholders.

20. AUDIT COMMITTEE AND ITS COMPOSITION:

As per Section 177(2), the composition of Audit Committee as on 31st March, 2015 is as follows:

NAME DESIGNATION CATEGORY

Ashok Kumar Garg Chairman Independent Director

Anurag Rathi Member Executive Director/CFO

Binod Kumar Maheshwari Member Independent Director

There are no qualifications, reservations or adverse remarks in the Audit Report.

21. AUDITORS:

21.1 STATUTORY AUDITORS:-

M/s A. K. Vaish & Co., (Firm Registration No. 506691C) Chartered Accountants, Ghaziabad, who are the statutory auditors of the company, retires at the conclusion of this Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed that their re-appointment if made would be in conformity with the limits prescribed under Section 139 of the Companies Act, 2013.

21.2 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 M/s PWR Associates (CP-4717, FcS-5431), Company Secretaries, Delhi to undertake the secretarial audit of the Company. Secretarial Audit Report is annexed herewith as Annexure A.

21.3 INTERNAL AUDITORS:

M/s Deepak IP Agrawal & Co., Chartered Accountants, performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

22. AUDITOR'S REPORT:

The notes to the Accounts referred to the Auditors' Report are self explanatory, and therefore do not call for any further comments.

23. EXTRACT OF ANNUAL RETURN:

In compliance with Section 92(3), Section 134 (3) (A) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return have been annexed with this board report in Form MGT-9 as Annexure - B .

24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans or given guarantees but made investments in equity shares and mutual funds of various schemes in order to increase the returns of the Company in the interest of stakeholders out of surplus funds available to the Company from time to time.

S. Name of Party Particulars of Nature Purpose for No. Investments which it shall be used

1. HindustanMotors Purchase of Investment Revenue Ltd. Shares generation

2. Jai Prakash Purchase of Investment Revenue Associates Ltd Shares generation

3. IDBI Limited Purchase of Investment Revenue Shares generation

4. Reliance Purchase of Investment Revenue industries Ltd Shares generation

5. Reliance Power Purchase of Investment Revenue Limited Shares generation

6. Mohan Finance Purchase of Investment Revenue Limited Shares generation

7. Ushita Trading Purchase of Investment Revenue Limited Shares generation

8. Nagesh Purchase of Investment Revenue Investment Shares generation Limited

9. Limitex Purchase of Investment Revenue Investment Shares generation Limited

10. Ecowave Purchase of Investment Revenue Infotech Shares generation Limited

11. Twenty First Purchase of Investment Revenue Century (I) Ltd Shares generation

12. Quest Finance Purchase of Investment Revenue Services Limited Shares generation

13. Reliance Money Investment in Investment Revenue Manager Fund- Mutual Funds generation G

14. Birla Sun Life Investment in Investment Revenue Saving Fund-G Mutual Funds generation

15. Birla Sun Life Investment in Investment Revenue Cash Manager Mutual Funds generation Fund-G

16. Franklin India Investment in Investment Revenue Ultra Term Mutual Funds generation Bond-G

17. Axis Treasury Investment in Investment Revenue Advantage Mutual Funds generation Fund-G

18. ICICI Prudential Investment in Investment Revenue Flexi Income Mutual Funds generation Plan-G

19. UTI Treasury Investment in Investment Revenue Advantage Mutual Funds generation Fund-G

20. IDFC Money Investment in Investment Revenue Manager- Mutual Funds generation Tres Plan-G

21. ICICI Investment in Investment Revenue Prudential Top Mutual Funds generation 100 Fund

22. ICICI Prudential Investment in Investment Revenue Value Mutual Funds generation Discovery Fund

23. National Saving Investment in Investment Revenue Certificates National Saving generation Certificate

Total Amount

S. Name of Party Amount (in Rs.) No.

1. HindustanMotors 6,67,110.41 Ltd.

2. Jai Prakash 12,74,836.89 Associates Ltd

3. IDBI Limited 1,75,066.21

4. Reliance 19,62,633.95 industries Ltd

5. Reliance Power 1,65,082.80 Limited

6. Mohan Finance 16,779.00 Limited

7. Ushita Trading 1,78,965.00 Limited

8. Nagesh 1,12,408.00 Investment Limited

9. Limitex 43,665.00 Investment Limited

10. Ecowave 13,974.00 Infotech Limited

11. Twenty First 39,474.00 Century (I) Ltd

12. Quest Finance 12,657.00 Services Limited

13. Reliance Money 40,00,000.00 Manager Fund- G

14. Birla Sun Life 2,79,04,327.93 Saving Fund-G

15. Birla Sun Life 1,27,00,000.00 Cash Manager Fund-G

16. Franklin India 5,32,06,227.98 Ultra Term Bond-G

17. Axis Treasury 5,13,14,000.00 Advantage Fund-G

18. ICICI Prudential 92,15,298.49 Flexi Income Plan-G

19. UTI Treasury 94,38,000.00 Advantage Fund-G

20. IDFC Money 2,14,04,000.00 Manager- Tres Plan-G

21. ICICI 8,00,000.00 Prudential Top 100 Fund

22. ICICI Prudential 7,00,000.00 Value Discovery Fund

23. National Saving 6,045.00 Certificates

Total Amount 19,53,50,552.00

25. INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial industrial relations.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Corporation in future.

27. STATUS OF LISTING:

The Company's shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2015-2016.

The Company's shares are currently traded in compulsory DMAT Segment in BSE.

28. PUBLIC DEPOSITS:

Your Company has not invited or accepted any deposits from the Public during the year and there were no unpaid and unclaimed deposits as on March 31, 2015. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India Directions, 1998).

29. PARTICULARS OF EMPLOYEES:

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013 as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, our director furnish following information as required.

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps to improve the conservation of energy and this is a continuous process and forms an integral part of responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilization.

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per industry standards.

During the year under review, the Company has consumed 3528.890 MT steam coal, 3, 92, 11,434 units of Electricity.

B) TECHNOLOGY ABSORPTION:

The Company is using technology, which is best available in the Steel Industry and always step forward to upgrade the same.

31. CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance, a Certificate from the Statutory Auditors of the company M/s. A K Vaish & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance, a Management Discussion and Analysis Report and Managing Director's Report are made part of the Annual Report.

32. RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors,

Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

33. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the informations and explanations obtained by them, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

i) in the preparation of the annual accounts for the Financial Year 2014-15, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 31st March 2015 and of the Profit & Loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis;

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

vi) 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.

34. BUSINESS RISK MANAGEMENT:

In accordance with clause 49 of the listing agreement the Board Members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the Risk Management Policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

35. INTERNAL FINANCIAL CONTROL :

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

36. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Governments, Bankers to the Company, all customers, dealers, suppliers and contractors for their continuous, valued assistance and support. Your directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the company at all levels.

By order of the Board of Directors FOR RATHI BARS LIMITED Sd/- Sd/- Place: New Delhi Kamlesh Kumar Rathi Anurag Rathi Date: 01.09.2015 (Managing Director) (Director cum CFO) DIN:00112321 DIN:00063345

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report of your Company together with the Audited Accounts for the year ended March 31st, 2014.

(Rupees in Lakhs)

FINANCIAL RESULTS Year Year 2013-2014 2012-2013

Income from Operations 30469.30 31498.57

Profit before Interest, Depreciation and Tax 1037.67 893.25

Depreciation 261.74 218.70

Interest 445.84 353.09

Profit before Tax (PBT) 330.09 321.46

Profit after Tax (PAT) 243.64 214.18

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has made a profit of Rs. 243.64 Lakhs (After Tax) during the year in comparison of Rs. 214.18 Lakhs in previous year and is hopeful of maintaining and improving its positions in the future.

DIVIDEND

Your Directors do not recommend any dividend at this stage as the Company requires ploughing back of the profits to the working capital of the Company and expects good results in the coming years.

DIRECTORS

a) Ms. Parnika Rathi, is proposed to be appointed as women director pursuant to Section 152 (2) of the Companies Act, 2013 and a notice has been received from a member proposing the candidature of Ms. Parnika Rathi for being appointed as a Director of the company.

b) During the period, Mr. Uddhav Rathi, Son of Late Sh. Anupam Rathi was appointed as additional director of the company on 13.02.2014 pursuant to Section 161(1) of the Companies Act, 2013 and he will hold office till the date of the forthcoming AGm and notice has been received from a member proposing the candidature of Mr. Uddhav Rathi for being appointed as a Director of the company.

c) Mr. Anupam Rathi, whole time director of the company expired on 02.05.2014 and his death had shocked the whole Rathi family and other managerial personnel are trying to overcome and accommodate the responsibilities carried on by him.

d) In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri Anurag Rathi, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment. They have confirmed that they are not disqualified under Section 164 of the Companies Act, 2013 and they are eligible to be re-appointed as Directors of the Company.

e) Pursuant to Section 149 of the Companies Act, 2013, your directors are seeking appointment of Mr. Ashok Kumar Garg, Mr. Binod Kumar Maheshwari and Mr. Har Kishore Kejriwal as Independent Directors for the terms given in the Notice of Annual General Meeting and details of the proposal are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013.

OPERATIONAL REVIEW

During the year, your Company had produced 71520.220 MT Steel Bars (including Trading Purchase of 99.150 M.T of Steel Bars) and 35439.565 MT Ingots/ Billets as against production of 68523.150 MT Steel Bars (Nil Trading Purchase) and 33607.355 MT ingots/Billets during the corresponding period of last year.

Corporate Social Responsibility

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility criteria doesn''t cover your company. However, the CSR is an integral part of the company activities and the company carries on corporate social responsibility through Rathi Education Society since inception.

SHARE CAPITAL

During the year, there is no change in the capital of the Company.

AUDITORS

M/s A. K. Vaish & Co., Chartered Accountants, who are the statutory auditors of the company, retires at the conclusion of this Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed that their re-appointment, if made, would be in conformity with the limits prescribed under Section 139 of the Companies Act, 2013.

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations.

STATUS OF LISTING

The Company''s shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2014-2015.

The Company''s shares are currently traded in compulsory DMAT Segment in BSE.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits pursuant to Section 58-A of the Companies Act, 1956. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India Directions, 1998).

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee who falls under the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required to be furnished under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are as follow:

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps to improve the conservation of energy and this is a continuous process and forms an integral part of responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilisation

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per industry standards.

During the year under review, the Company has consumed 1,335.090 MT steam coal, 4, 29, 43, 230 units of Electricity and 52,961.769 MMBTU of Gas.

B) TECHNOLOGY ABSORPTION

The Company is using technology, which is best available in the Steel Industry and always step forward to upgrade the same.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs.)

During the year under review:

Foreign Exchange Earned: NIL

Foreign Exchange Outgo: NIL

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, A Management Discussion and Analysis Report, Corporate Governance Report and Managing Director''s Report and Auditor''s Certificate regarding compliance of Conditions of Corporate Governance are made part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:-

I) That in the preparation of the annual accounts for the Financial Year 2013-14, the applicable accounting standards have been followed and that there are no material departures;

ii) That 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 & Loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting record 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) That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Governments, Bankers to the Company, all customers, dealers, suppliers and contractors for their continued, valued assistance and support. Your directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the company at all levels.

By order of the Board of Directors FOR RATHI BARS LIMITED

Sd/- Sd/- Place: New Delhi Kamlesh Kumar Rathi Anurag Rathi Date: 06.09.2014 (Managing Director) (Whole Time Director)

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Mar 31, 2013

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Accounts for the year ended March 31,2013.

(Rupees in Lakhs)

FINANCIAL RESULTS_

Year Year 2012-2013 2011-2012

Income from Operations 31498.57 31168.03

Profit before Interest, Depreciation and Tax 893.25 795.90

Depreciation 218.70 204.73

Interest 353.09 281.36

Profit before Tax (PBT) 321.46 309.81

Profit after Tax (PAT) 214.18 296.04

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has made a profit of Rs. 214.18 Lakhs (After Tax) during the year and is hopeful of maintaining and improving its positions in the future.

DIVIDEND

Your Directors do not recommend any dividend at this stage as the Company requires plugging back of the profits to the working capital of the Compare and expects good results in the coming years.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Ashok Kumar Garg & Shri Binod Kumar Maheshwari, Directors of the _ * Company retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment. They have confirmed that they are not disqualified under Section 274(1) (g) of the Companies Act, 1956 and they are eligible to be re-appointed as Directors of the Company.

OPERATIONAL REVIEW

During the year, your Company had produced 68523.150 MT Steel Bars and 33607.355 MT Ingots/ Billets as against production of 68943.260 MT Steel Bars and 32513.370 MT ingots I Billets during the corresponding period of last year.

SHARE CAPITAL

During the year, there is no change in the capital of the Company.

AUDITORS

M/s A. K. Vaish & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

All the provisions of Corporate Governance have duly complied as provided in the listing agreement of Bombay Stock Exchange with which the Company shares are listed.

'' A separate report on ''Corporate Governance'' along with Auditors Certificate for its remarks is annexed hereto as a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, A Management Discussion and Analysis Report, highlighting the performance and prospectus of the Company''s business is attached and forming part of this report.

STATUS OF LISTING

The Company''s shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2013-2014.

The Company''s shares are currently traded in compulsory DMAT Segment in BSE.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits pursuant to Section 58-A of the Companies Act, 1956. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India Directions, 1998). "

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:-

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) That 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 & Loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting record 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) That the Directors had prepared the annual accounts on a going concern basis. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee who falls under the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

The information required to be furnished under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are as follow:

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps to improve the conservation of energy and this is a continuous process and forms an integral part of responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

I) Optimum Capacity utilization.

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per industry standards.

During the year under review, the Company has consumed 4,21,24,123 units of Electricity and 1,50,624.596 MMBTU of Gas.

B) TECHNOLOGY ABSORPTION ''

The Company is using technology, which is best available in the Steel Industry and always step forward to upgrade the same.

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations. ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Governments, Bankers to the Company, all customers, dealers, suppliers and contractors for their continued, valued assistance and support. Your directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the company at all levels.

By order of the Board of Directors

FOR RATHI BARS LIMITED

Place: New Delhi

Date: 4th September, 2013 Sd/- Sd/-

Kamlesh Kumar Rathi Anupam Rathi (Managing Director) (Whole Time Director)

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Mar 31, 2010

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

(Rupees in Lakhs)

FINANCIAL RESULTS Year Year

2009-2010 2008-2009

Income from Operations 21684.54 25889.41

Profit before Interest, Depreciation and Tax 837.84 712.13

Depreciation 165.77 144.33

Interest 210.23 190.69

Profit before Tax (PBT) 461.84 377.11

Profit after Tax (PAT) 477.37 310.46





REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has made a profit of Rs. 477.37 Lakhs during the year and is hopeful of maintaining and improving its positions in the future.

DIVIDEND

Your Directors do not recommend any dividend at this stage as the Company requires ploughing back of the profits to the working capital of the Company and expects good results in the coming years.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri Ashok Kumar Garg & Shri Binod Kumar Maheshwari, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment. They have confirmed that they are not disqualified under Section 274(1) (g) of the Companies Act, 1956 and they are eligible to be re-appointed as Directors of the Company.

OPERATIONAL REVIEW

During the year, your Company had produced 67655.365 MT Steel Bars and 30663.480 MT Ingots/Billets as against production of 60839.005 MT Steel Bars and 27696.100 MT ingots during the corresponding period of last year.

FUTURE OUTLOOK:

The project for which public issue was raised is completed and operations started in the month of November, 2009 and the whole proceeds of the public issue are spent on the project and your company expects better production and revenues in the years ahead.

During the year, there is no change in the capital of the Company. The Company has utilized all the proceeds from IPO (2007-08) for the purposes set out in the prospectus issued in connection with the issue.

AUDITORS

M/s A. K. Vaish & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re- appointment if made would be in conformity with the limits prescribed under Section 224 of the Companies Act, 1956.

CORPORATE GOVERNANVE

All the provisions of Corporate Governance have duly complied as provided in the listing agreement of Bombay Stock Exchange with which the Company shares are listed.

A separate report on Corporate Governance alongwith Auditors Certificate for its remarks is annexed hereto as a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, highlighting the performance and prospectus of the Companys business is attached and forming part of this report.

STATUS OF LISTING

The Companys shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2010-2011.

The Companys shares are currently traded in compulsory DMAT Segment in BSE.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits pursuant to Section 58-A of the Companies Act, 1956. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India Directions, 1998).

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:-

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) That 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 & Loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting record 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) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee who falls under-the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are as follow:

A) CONSERVATION OF ENERGY:

The Company had taken adequate steps to improve the conservation of energy and this is a continous process and forms an integral part of responsibilities of departmental heads. Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilisation.

ii) Optimization of pump and motor operations through standard operating practices. iii) Strict quality checks on inputs thus saving electricity consumption. iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per industry standards.

During the year under review, the Company has consumed 3,54,15,120 units of Electricity and 2955.040 MT of Fuel.

B) TECHNOLOGY ABSORPTION

The Company is using technology, which is best available in the Steel Industry and always step forward to upgrade the same.

FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs.)

During the year under review:

Foreign Exchange Earned NIL

Foreign Exchange Outgo INR 6, 95,498/-

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Governments, Bankers to the Company, all customers, dealers, suppliers and contractors for their continued valued assistance and support. Your directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the company all levels.

By order of the Board of Directors

FOR RATHI BARS LIMITED

Place: New Delhi Sd/- Sd/-

Date: 6th September, 2010 (Managing Director) (Director)