Rathi Bars Ltd Directors Report.

Your Directors have pleasure in presenting the Twenty Fifth Annual Report of your Company together with the Audited Accounts for the year ended March 31st, 2018.

FINANCIAL RESULTS:

(Rs. In Lacs)

Financial Year Ended

2017-2018

2016-2017

Total Income from Operations (including Excise Duty)

25225.23

20362.64

Profit Before Interest, Depreciation and Tax

783.76

747.17

Less: Interest

181.69

183.62

Less: Depreciation

395.04

406.21

Profit Before Tax

207.03

157.34

Less: Provision for Tax

75.90

60.32

Profit after Tax

139.91

97.02

Balance of Profit brought forward

4196.30

4099.28

Balance available for appropriation

4336.21

4196.30

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The Company has made a profit of Rs. 139, 91,016/- (After Tax) during the year in comparison of Rs. 97, 01,6997in previous year and is hopeful of maintaining and 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.

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.

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.

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.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2017-18.

TRANSFER TO RESERVES:

Your Directors do not propose any amount of transfer to General Reserves for the financial Year ended 31.03.2018.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a) The Present Board Constitutes Mr. Kamlesh Kumar Rathi (Managing Director), Mr. Anurag Rathi (CFO & Whole-Time Director), Mr. Uddhav Rathi (Non-Executive Director), Mr Manoj Kumar (Non-Executive Director), Ashok Kumar Garg, Binod Kumar Maheshwari and Ms. Sonali V Chitalkar (Independent Directors) of the Company.

b) Mr. Pulkit Gupta is the Company Secretary and Compliance Officer of the Company w.e.f 30.03.2018

c) Pursuant to Section 149 of the Companies Act, 2013, Mr. Ashok Kumar Garg, Mr. Binod Kumar Maheshwari and Ms. Sonali V Chitalkar are the Independent Directors of the Company.

d) During the period under review, Mr. Vinod Kumar resigned from the Board w.e.f 18.04.2017 and Mr. Manoj Kumar has joined the Board as Executive Director w.e.f 25.01.2018

e) Ms. Tanu Chandel resigned from the position of Company Secretary & Compliance officer w.e.f 14.02.2018

f) In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Anurag Rathi, Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment offers himself for re-appointment as Director. He has confirmed that he is not disqualified under Section 164 of the Companies Act, 2013 and is eligible to be reappointed as Director of the Company.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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 Boards composition and structure, effectiveness of Boards 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.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Mr. Kamlesh Kumar Rathi, 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. Manoj Kumar (Executive Director), Mr. Ashok Kumar Garg, Mr. Binod Kumar Maheshwari and Ms. Sonali V Chitalkar are the Independent Directors of the Company, hence they are not related to the other Directors of the Company.

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 has been disclosed in the Corporate Governance Report.

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:

Name Designation

Remuneration paid FY 2017-18 (in lakhs)

Remuneration paid FY 2016-17 (in lakh)

Increase in Remuneration from previous year

Ratio/Times per Median of employee remuneration

1. Kamlesh Kumar Rathi Managing Director

25.00

2. Anurag Rathi WTD/CFO

58.00

31.15

26.85

3. Tanu Chandel* Company Secretary

1.96

3.36

-

-

4. Pulkit Gupta** Company Secretary

0.02

* Ms. Tanu Chandel resigned on 14.02.2018

** Mr. Pulkit Gupta joined as Company Secretary and compliance officer w.e.f 30.03.2018 NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

During the Financial Year 2017-18, the Company held Nine board meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

OPERATIONAL REVIEW:

During the year, your Company had produced 63417.785 MT Steel Bars (Including trading purchase 4203.210 MT) and 41508.405 MT Ingots/Billets as against production of 59863.885 MT Steel Bars (including trading purchase of 11071.320 MT) and 30583.255 MT Ingots/Billets during the corresponding period of last year.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Binod Kumar Maheshwari, Mr. Ashok Kumar Garg and Ms. Sonali V Chitalkar 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.

CORPORATE SOCIAL RESPONSIBILITY:

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility criteria doesnt cover your Company however, the CSR is an integral part of the Companys activities and the Company carries on Corporate Social Responsibility through Rathi Education Society since inception.

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, 2015and 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.

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 31st March, 2018 is as follows:

NAME DESIGNATION CATEGORY
Mr. Ashok Kumar Garg Chairman Independent Director
Mr. Binod Kumar Maheshwari Member Independent Director
Mr. Anurag Rathi Member Whole-Time Director/CFO

AUDITORS:

STATUTORY AUDITORS:-

The Board of Directors of the Company in its meeting held on September 03, 2018 appointed M/s Ravindra Jyofi Agarwal & Co., Chartered Accountants, Najibabad, (U.P.) with FRN : 003569C to fill the vacancy cause due to resignafion of M/s Gupta Verma & Sethi, Chartered Accountants, New Delhi.

The appointment of M/s Ravindra Jyofi Agarwal & Co., Chartered Accountants has been put forth before the members at the forth coming Annual General Meeting for their approval. In terms of provisions of section 139 of the Companies Act, 2013,M/s Ravindra Jyofi Agarwal & Co., Chartered Accountants have furnished a certificate that their appointment, if made, will be within the limits prescribed under the said section of the Act. As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITORS REPORT:

The Auditors Report for financial year 2017-18 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.

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 AUDITORS REPORT:

The Secretarial Auditors Report for financial year 2017-18 is annexed herewith as Annexure B which is self explanatory and does not require comments of the directors on the same.

INTERNAL AUDITORS:

Mr. Jagdish Chugh, Accounts Manager, performs the duties of internal auditors of the Company and his report is reviewed by the audit committee from time to time.

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 -C.

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:

Name of Party Particulars of Investments Nature Purpose for which it shall be used

Amount (in Rs)

1. Hindustan Motors Ltd. Purchase of Shares Investment Revenue generation

6,67,110.41

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

12,74,836.89

3. IDBI Limited Purchase of Shares Investment Revenue generation

1,75,066.21

4. Reliance Industries Ltd Purchase of Shares Investment Revenue generation

19,62,633.95

5. Reliance Power Ltd Purchase of Shares Investment Revenue generation

1,65,082.80

6. Mohan Finance Limited Purchase of Shares Investment Revenue generation

16,779.00

7. Ushita Trading Limited Purchase of Shares Investment Revenue generation

1,78,965.00

8. Nagesh Investment Limited Purchase of Shares Investment Revenue generation

1,12,408.00

9. Limitex Investment Limited Purchase of Shares Investment Revenue generation

43,665.00

10. Ecowave Infotech Limited Purchase of Shares Investment Revenue generation

13,974.00

11. Twenty First Century (1) Ltd Purchase of Shares Investment Revenue generation

39,474.00

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

12,657.00

13. Jindal Steel & Power Limited Purchase of Shares Investment Revenue generation

6,200.00

TOTAL

46,68,852.26

INDUSTRIAL RELATIONS:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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.

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 2017-2018.

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

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, 2018. 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:

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.

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 11.350 MT steam coal, 4,36,01,004 units of Electricity and 20000 Itr of Diesel and 20 Ltr Petrol.

B) TECHNOLOGY ABSORPTION:

The Company is using technology, which is best available in the Steel Industry (TMT) 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: INR4,23,672/-(Previous Year INR 8,49,600/-)

CORPORATE GOVERNANCE:

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

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys 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-D.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134 (5) of the Companies Act, 2013:

i) in the preparation of the annual accounts for the Financial Year 2017-18, 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 2018 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 svstems were adeauate and ODeratine effectivelv.

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 proactive 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 todays 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.

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.

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

The Company has less than 10 female employees in the company and therefore, no seperate committee has been constituted as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Board of Directors are very vigilant on the same issue and any complaint is strictly handled by the Board. The COmpany did not receive any complaint during the year 2017-18.

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

Kamlesh Kumar Rathi

AnuragRathi

(Managing Director)

(Whole-Time Director cum CFO)

DIN:00112321

DIN:00063345

Place: New Delhi Date: 03.09.2018