Rockland Thermionics Ltd Management Discussions

Overall review, industry Structure and Developments: The products are in great demand particularly the Stainless Steel Electrodes.

Opportunities and Threat: The real estate & infrastructure industry is mainly dependent on Steel reinforcements and as such the welding electrodes are in great demand. The products which are steel & iron based, require the electrodes in welding such products.

There is a threat of change in technology in building structures.

Segment wise Performance: Not Applicable as the commercial production will commence from 2013.

Out Look: Your Directors feel that the future outlook is very positive.

Internal control System: The company has its own in-house quality control & monitoring system.

Human relations: The employees of the company has very cordial relations with the management

Financial performance with respect to operational performance:

(Amount in Rs.)

Re-financial Statements for the year 2011 -12 Certification

We, J M Chawla Chairman & Raj Kumar Yadav, Company Secretary and on the basis of the review of the financial statements and the cash flow statements for the financial year ending 2011 -12 and to the best of our knowledge and belief, hereby certify that:-

1. These statements do not contain any materially untrue statements or omit any material fact or contains statements that might be misleading.

2. These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

3. There are to the best of our knowledge and belief, no transaction entered into by the company during the year ended 2010 -11 which are fraudulent, illegal or violative of the Companys code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting, we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies.

5. We further certify that:

(a) There have been no significant changes in the international control over financial reporting during this year.

(b) There have been no significant changes in accounting policies during this year and that the same have been disclosed in the noted to the financial statements.

(c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having significant role in the Companys internal control systems over financial reporting.

Place: New Delhi

Date: 25/08/2012

DECLARATION COMPLIANCE WITH THE CODE OF CONDUCT

In accordance with clause 49 of the Listing Agreement with the Stock Exchanges, I, J M Chawla, Chairman of the Company, do hereby declare that the Board Members and senior Management Personnel have affirmed compliance with the said Code of Conduct, as mentioned in this report, for the year ended 31-03-2012.