Directors Report of Rasi Electrodes Ltd.

Mar 31, 2014

Dear Shareholder,

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

FINANCIAL RESULTS

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

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

Net sales 2064.38 2309.71

Other Income 34.21 18.62

Total (A) 2098.59 2328.33

Total Expenditure 1918.18 2080.74

Profit before interest & depreciation 180.41 247.59

Interest & financial charges 57.14 75.33

Depreciation 40.12 39.38

Profit before tax 83.15 132.88

Provision for tax incl tax for earlier years 27.26 41.31

Deferred tax current -0.20 -0.09

Profit after tax 56.09 91.66

Profit brought forward 456.90 395.86

Transfer to General Reserve 1.71 2.78

Proposed Dividend (5%) 0.00 23.80

Dividend tax 0.00 4.04

Balance carried to Balance sheet 511.28 456.90

DIVIDEND

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

CAPITAL ISSUANCE

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

DIRECTORS

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

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

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

AUDITORS

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

CONSERVATION OF ENERGY, ETC

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

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

CORPORATE GOVERNANCE

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

COMPLIANCE CERTIFICATE

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

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

Yours Directors state that :

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

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

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

(iv) Thedirectors hadpreparedtheannual accounts onagoing concern basis.

ACKNOWLEDGEMENT

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

By Order of the Board for RASI ELECTRODES LIMITED

B. POPATLAL KOTHARI

Dated: 14th August 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Shareholder,

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

FINANCIAL RESULTS

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

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

Net sales 2309.71 2491.66

Other Income 18.62 81.15

Total (A) 2328.33 2572.81

Total Expenditure 2080.74 2218.03

Profit before interest & depreciation 247.59 354.78

Interest & financial charges 75.33 59.51

Depreciation 39.38 25.00

Profit before tax 132.88 270.27

Provision for tax inci tax for earlier years 41.31 76.49

Deferred tax - current -0.09 -0.89

Profit after tax 91.66 194.67

Profit brought forward 395.86 231.61

Transfer to General Reserve 2.78 2.76

Proposed Dividend (5%) 23.80 23.80

Dividend tax 4.04 3.86

Balance carried to Balance sheet 456.90 395.86

DIVIDEND

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

CAPITAL ISSUANCE

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

DIRECTORS

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

AUDITORS

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

CONSERVATION OF ENERGY, ETC

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

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

CORPORATE GOVERNANCE

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

COMPLIANCE CERTIFICATE

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

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

Yours Directors state that:

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

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

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

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

ACKNOWLEDGEMENT

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

By Order of the Board

for RASI ELECTRODES LIMITED

CHENNAI

DATED: 31st May 2013 B popatlal KOTHARI

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

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

FINANCIAL RESULTS

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

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

Net sales 2491.66 2108.16

Other Income 81.15 20.87

Total (A) 2572.81 2129.03

Total Expenditure 2218.03 1860.74

Profit before interest & depreciation 354.78 268.29

Interest & financial charges 59.51 38.33

Depreciation 25.00 21.49

Profit before tax 270.27 208.47

Provision for tax incl tax for earlier years 76.49 71.78

Deferred tax - current -0.89 -1.02

Profit after tax 194.67 137.71

Profit brought forward 231.61 146.65

Transfer to General Reserve 2.76 25.00

Proposed Dividend (5%) 23.80 23.80

Dividend tax 3.86 3.95

Balance carried to Balance sheet 395.86 231.61

DIVIDEND

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

DIRECTORS

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

AUDITORS

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

CONSERVATION OF ENERGY, ETC

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

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

CORPORATE GOVERNANCE

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

COMPLIANCE CERTIFICATE

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

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

Yours Directors state that :

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

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

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

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

ACKNOWLEDGEMENT

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

for and on behalf of the Board of Directors

CHENNAI B POPATLAL KOTHARI

DATED: 31st MAY 2012 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

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

FINANCIAL RESULTS

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

31.03.2010 31.03.2009

Rs. Rs.

Net sales 180550591 173795630

Other Income 1859047 1326394

Total (A) 182409638 175122024

Total Expenditure 158806781 158060588

Profit before interest & depreciation 23602857 17061436

Interest & financial charges 3136880 3815036

Depreciation 2300263 2286823

Profit before tax 18165714 10959577

Provision for tax incl tax for earlier year 6697485 4282920

Deferred tax - current -200271 -147228

Profit after tax 11668500 6823885

Profit brought forward 8281561 5685261

Transfer to General Reserve 2500000 2000000

Proposed Dividend (5%) 2380000 1904000

Dividend tax 404481 323585

Balance carried to Balance sheet 14665580 8281561

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry structure and developments

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

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

B. Performance

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

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

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

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

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

C. Segment wise performance

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

D.Concerns

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

E. Prospects and Outlook

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

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

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

F.lnteriial control systems

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

G.Human resources and industrial relations

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

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

DIRECTORS

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

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

AUDITORS

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

CONSERVATION OF ENERGY, ETC

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

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

CORPORATE GOVERNANCE

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

COMPLIANCE CERTIFICATE

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

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

Yours Directors state that:

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

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

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

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

ACKNOWLEDGEMENT

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

for and on behalf of the Board of Directors

CHENNAI B.POPATLAL KOTHARI

DATED:11.08.2010 Chairman and Managing Director