The Directors have pleasure in presenting the Nineteenth Annual Report
 of your Company together with the Audited Accounts for the year ended
 March 31st, 2012.
 
                                              (Rupees in Lakhs)
 FINANCIAL RESULTS                          Year            Year
                                       2011-2012       2010-2011
 
 Income from Operations                 31168.03        21066.81
 
 Profit before Interest, 
 Depreciation and Tax                     795.90          915.08
 
 Depreciation                             204.73          215.77
 
 Interest                                 281.36          224.77
 
 Profit before Tax (PBT)                  309.81          474.54
 
 Profit after Tax (PAT)                   296.04          482.06
 
 REVIEW OF OPERATIONS AND FUTURE OUTLOOK
 
 The Company has made a profit of Rs. 296.04 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 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
 Company''s Articles of Association, Shri Kamlesh Kumar Rathi & Shri
 Anurag Rathi, 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 68943.260 MT Steel Bars and
 32513.370 MT Ingots/Billets as against production of 57131.230 MT Steel
 Bars and 33133.475 MT ingots during the corresponding period of last
 year.
 
 SHARE CAPITAL
 
 During the year, there is no change in the capital of the Company.
 
 AUDITORS
 
 M/sA. 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.
 
 CORPORATEGOVERNANCE
 
 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, 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 2012-2013.
 
 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 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 4,18,14, 486
 units of Electricity and 1,34,484.824 MMBTU of Gas.
 
 B) TECHNOLOGYABSORPTION
 
 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: Rs. 1,30,719.00
 
 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
 
                                      Sd/-              Sd/-
 Place: New Delhi               Kamlesh Kumar   Rathi Anupam Rathi
 
 Date: 5th September, 2012  (Managing Director) (Whole Time Director)