strategising ahead - bombay stock exchange...plan of action designed to capture emerging...

Rasandik Engineering Industries India Ltd. RASANDIKPassion For [email protected]'t.l..<;!§.g,l1d ik ,.£9.J:l:!

CIN: L74210HR1984PLC032293

ONLINE FILING

REILlSE/19-20

September 5 2019

THE STOCKEXCHANGE MUMBAI1st FLOOR,NEWTRADING RINGROTUNDABUILDINGP.I. TOWERS, DALAL STREETFORT,MUMBAI - 400001

Dear Sir,Stock Code: 522207

Sub: Annual Report for the Financial Year 2018-19

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations, 2015, please find enclosed herewith AnnualReport of the Company for the Financial Year 2018-19, alongwith Notice of 35thAnnual General Meeting (AGM) of the Company scheduled to be held on Monday,September 30, 2019,at 10.00 a.m. at Conference Hall, Saras Tourist Complex, Damdama,Sohna,Haryana.

Submitted for your information and records.

Thanking you,

Yours faithfully,

For Rasandik Engineering Industries India LimitedFor RASANDIK ENGINEERINGINDUSTRIES INDIA LTD.

~Pradeep Chandra Nayak Company SecretaryCompany Secretary

Encl: As above

Regd. Office & Plant I: 13/14,Roz-Ka-Mso Industrial Area, Sohna, Distt. Gurgaon. Haryana-122103, INDIA. Tel: 0124-2362646/7, 2363245/6 Fax: 0124-2362107

Plant II: A - 1/2 - 2 & A - 1/2 - 3. Site B, Surajpur Industrial Area. Distt. Gautambudh Nagar, Uttar Pradesh-201306, INDIA. Tel: 0120-2569790-93 Fax: 0120-2560169

Pune Plant: E 82/83,MIDC Ranjangaon. Distt. Pune, Maharashtra, INDIA. Tel: 02138 _288043, 670176 Fax: 02138 -670178

StrategiSing aheadRasandik EnginEERing industRiEs india LimitEd

35th Annual Report 2018-19

acRoss thE pagEsCorporate Overview 01 – 16Rasandik Engineering Industries India Limited: At a Glance 02

Business Divisions 04

Chairman’s Message 06

Strategising Ahead with a Value-Enhancing Product Portfolio 08

Strategising Ahead with Cutting-Edge Innovation 10

Strategising Ahead with the Right Capabilities 12

Financial Snapshot 14

Board of Directors 16

Statutory Reports 17 – 65Notice 17

Directors’ Report 26

Report on Corporate Governance 44

Management Discussion and Analysis 63

Financial Section 66 – 102Independent Auditor’s Report 66

Balance Sheet 72

Statement of Profit and Loss 73

Statement of Cash Flows 74

Statement of Changes in Equity 76

Notes to the Financial Statement 77

Disclaimer

This document contains statements about expected future events and financials of Rasandik Engineering Industries India Limited, which are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management’s Discussion and Analysis of this Annual Report.

Please find our online version at [http://www.rasandik.com/

report.html]

Or simply scan to download

With changing market dynamics and accelerating trends across businesses, it is important for organisations to evolve with time. Hence, they need to be forward looking and reinvent constantly with the right strategies to keep pace with the competitive environment. At Rasandik Engineering Industries India Limited (also addressed as ‘Rasandik’ or ‘the Company’ across the rest of the report), we have built a prudent plan of action designed to capture emerging opportunities in the automotive industry. With a strong foundation, conscious endeavours across business verticals and an intensive implementation system, we are strategising ahead to ensure a sustainable future.Today, we are on a balanced growth path, with large capacities, diversified portfolio and adherence to the best practises. Through a strategic focus on operational excellence, sustained innovation, best of technologies and consistent quality, we are moving in step with fulfilling the requirements of our customers.We are excited about the opportunity landscape that is unfolding around us. Our strategic planning, rooted in our vision, has set the right direction to achieve our objectives and deliver long-term value to the stakeholders.

invEstoR infoRmation Market Capitalisation as at 31 March, 2019: ` 72 Crores

BSE Code: 522207

AGM Date: 30 September, 2019

AGM Venue: Conference Hall, Saras Tourist Complex, Damdama, Sohna, Haryana

Rasandik EnginEERing industRiEs india LimitEd: at a gLancE

` 266.76 Crores

Net Sales for 2018-19

` 33.04Crores

EBIDTA* for 2018-19

5Business Divisions

Rasandik, incorporated in the year 1986, is one of the fastest growing manufacturer of sheet metal components for automobiles. Over the years, the Company has carved a niche for itself in the automotive component industry.

The Company is engaged in manufacturing a varied range of products such as press tools & dies for high tensile application in HCV, LCV, PV, tractors and 2-wheeler industry, tailor welded blanks (TWB), body in white (BIW), stamped part including skin panel, high tensile parts and fuel tanks, heavy fabrication for railways, home products for exports and e-vehicles, among others.

Rasandik has five global-scale manufacturing units, strategically located at three different locations across the country with the best-in-class equipment and innovative technologies. With a relentless focus on customer satisfaction, superior quality, deep research expertise and efficient processes, the Company is well-positioned to expand its footprints in the coming years.

2 Annual Report 2018-19

VISION-2025• To build capabilities for design and manufacture of

components and aggregates for aerospace industry• Enhance export presence

MISSION 2020-21• To leverage high-end TWB auto component

requirements of the OEMs in the auto sector• To focus in expanding product portfolio in the high

growth railway segment • To build capabilities for electrical three wheelers

based on lithium batteries• To target exports to the extent of 10% of turnover

3Locations

40+Product Portfolio

1,100+Employees

5State-of-the-art Manufacturing Facilities spread over 39 Acres

1 - 16 17 - 65 66 - 102Corporate Overview Statutory Reports Financial Section

Annual Report 2018-19 3

BusinEss divisions

Press Tools and Dies, Engineering Solution and Components Manufacturing

Laser Tailor Welded Blanks

Railway & Heavy Fabrication Division

Home Product Division

Electric Vehicles


kEy diffEREntiatoRs

World-class Manufacturing FacilitiesBuilt to world-class standards and equipped with modern technologies, the Company’s manufacturing facilities enable it to produce high-quality components.

Diversified Product RangeA wide and diversified product portfolio across various

segments aids in responding effectively to the changing needs of our customers.

Insightful Research & DevelopmentWith a dedicated R&D team, we are committed to develop products that drive our goal of becoming a respected and integrated company.

Differentiated InnovationOur strong innovation approach along with the latest

technology framework and quality standards, remains critical to the Company’s success.

Best PracticesStrong work ethics driven by sound systems and best practices, ensure the highest quality standards across business divisions.

Experienced WorkforceValuable experience and extensive knowledge of the

management inspires our people with their vision and strategies in an evolving business scenario.



Dear Shareholders, It gives me immense pleasure to share my thoughts on the industry perspectives and overall performance of the Company in the financial year 2018-19. Amid challenging business landscape, the Company continued to evolve backed by a strong core, diversified offerings and technical expertise. Our thoughtful strategies have paved the way for a sustainable future ahead.

The financial year 2018-19 had its share of uncertainty and volatility. The country registered a lower annual GDP of 6.8% as compared to last year. There was a slowdown in the overall growth momentum owing to global trade tensions, declining consumer confidence, depreciating rupee and higher crude oil prices, particularly in the last quarter of the financial year. There was an evident slowdown in some of the large sectors of the economy. Persistently tight credit conditions caused by the challenges in the NBFC (Non-Banking Financial Company) sector, rising unemployment and low rural and urban income growth were key contributors to the moderate growth.

CHAIRMAN’S MESSAgE

On the positive side, the year displayed steady growth in the capital goods, infrastructure and construction sectors. As per IMF projections, India’s GDP growth is estimated at 7.3% in 2019 and 7.5% in 2020.

Currently, India’s automotive industry is at an inflection point and is witnessing trends that are expected to transform the industry in a big way. Rapidly evolving customer needs, disruptive impact of technology, dynamic regulatory environment, changing mobility patterns and global interconnectedness are all impacting the way of doing business in the automobile industry, globally and in India.

Strong Government focus on encouraging automotive industry is an important driving force for India. Through the Automotive Mission Plan 2026, it aims to develop India as a global manufacturing centre and build an innovative R&D hub. The Government initiated major regulatory interventions such as adoption of BSVI norms in Delhi/NCR by 2020 and pan India by 2020 for all new four-wheeler vehicles sold, change in tax structure and adoption of safety standards among others.

As an evolving automotive component manufacturer, we possess technical skills that are relevant in this era of changing vehicular technologies. Rasandik is strongly positioned with profound capabilities in the all its business divisions, especially in the tooling and electric vehicles segment.


In addition, with increasing digital solutions, disruptive trends are emerging in the form of electrified, automated and shared cars. The Government has an ambitious target of ensuring that only electric vehicles are sold in the country within the next few years. The Ministry of Heavy Industries has shortlisted 11 cities in the country for introduction of electric vehicles (EVs) in their public transport systems under the Faster Adoption and Manufacturing of (Hybrid) and Electric Vehicles in India (FAME) scheme.

Bright prospect for the automobile industry in the country augurs well for the auto component industry as well. The automobile industry is crucial for the economy as it accounts for 7.1% of the country’s GDP. As per Automotive Mission Plan (AMP) 2016–26, its contribution to GDP is projected to increase to 12%. India is expected to emerge as the world’s third-largest passenger vehicle market by 2021. In this scenario, the Indian automotive industry (including component manufacturing) is expected to reach US$51.4–282.8 billion by 2026. With policy support from the Government, increasing investment in infrastructure and strong capabilities, the country is well-poised to gain momentum in the changing mobility landscape.

As an evolving automotive component manufacturer, we possess technical skills that are relevant in this era of changing vehicular technologies. Rasandik is strongly positioned with profound capabilities in the all its business divisions, especially in the tooling and electric vehicles segment. We are amongst the leaders in manufacturing Laser Tailor Welded Blanks (TWB) by using light-weight technology that results in optimised cost and higher productivity. We have substantial capacities for press tool engineering solution and components manufacturing with a diversified product range to meet the demand from large OEMs in passenger cars, tractors, 2-wheeler and commercial vehicles. We are devising sharp export strategies for our sheet metal business by collaborating with marketing consultant Crescendo

Worldwide. This tie-up will drive exports for the Company in the near term.

We realise our responsibility towards reducing impact on the environment. Therefore, the Company introduced the concept of e-Auto and e-Rickshaw as a part of the futuristic approach. We plan to launch unique 3KW e-auto rickshaws, which is under testing phase and expected to drive values in a phased manner in the next fiscal year. With world-class techniques and capacities, we are exploring opportunities in the Railways and heavy fabrication segment.

We delivered satisfactory performance amid unforeseen business challenges. The Company’s net sales increased by 11.6% during the year to ₹ 266.7 crores, while EBIDTA stood at ₹ 28.6 crores. Rasandik’s performance is driven by the enthusiasm and dedication of its capable workforce. We have put in place a firm foundation with a strengthened portfolio, marquee client base, solid technology and disciplined execution. We are building on our strengths further by exploring right strategies at the right time and capturing the fast-growing auto component segments.

Lastly, I would like to thank all our stakeholders for their unwavering support and trust in the organisation and look forward to taking our partnership further for creating value in the years ahead.

Regards,Rajiv KapoorChairman & Managing Director



stRatEgising ahEad with a VALuE-ENHANCINg PRODuCT poRtfoLioDuring the year, we reinforced our market position and expanded presence through a diversified product portfolio and strong market credibility. We are consistently sharpening each of our business verticals and achieving scale to add value in everything we do. The Company continued its efforts to respond to the customers’ need by manufacturing products focussed on improving their experiences across wider facets. Our key value differentiation has been our long-term strategic relationships with customers along with stringent quality monitoring and timely supply.

ouR stRatEgic Roadmapsheet metal• Reported volume growth with new parts

order from existing tractor models

• Devising export strategy for sheet metal component

Laser Tailor Welded Blanks (TWB)• Witnessed volume growth and introduced

new model in SMG

Railways• Materialisation of Bio Tanks orders and

bidding for new Bio Tanks

• Exploring other heavy fabrication items

E-auto• E-auto of 3KW capacity to be launched

with better passenger safety measures and wider wheel base


ouR BRoad RangE of pRoductsPress Tool Engineering Solution and Components Manufacturing • Press tool & dies

• Skin panels

• Fuel tanks

• Chassis parts

• BIW parts

• Tractor parts

• Jack

Laser Tailor Welded Blanks (TWB) • The Company is a leading name in Laser Tailor Welded Blanks

• Used as reinforcing components in the Automotive industry, as Side Members, Pillars, Door reinforcements-Door Inners and Floor pans, among others

• High growth and high margin business with no capex required in the near term

Railway and Heavy Fabrication Division• End wall wssembly

• Front part

• Water tank ceiling

• Luggage racks

• Bio retention tank

Home Product Division • Home Products such as Iron Board, Shoe Rack, Hat Rack and

Clothes Hanger, among others

• One-stop shop as the products are manufactured from single facility in Surajpur, Greater Noida

• Exported to Sweden, US and UK; also sold on e-commerce platforms in India

Electric Vehicles• Manufactures e-auto and e-rickshaw as a part of futuristic

approach to produce zero-emission vehicles

• Augurs well with the Government’s thrust on forming a regulatory body and promoting pollution-free E-Vehicles



stRatEgising ahEad with CuTTINg-EDgE innovationAt Rasandik, we are constantly reinventing in line with the changing times on the strength of our innovation and foresight. Our deep expertise and advanced technologies have led to a robust foundation and effective business processes. We have set new industry trends by creating specialised solutions across business segments.

With state-of-the-art Research & Development (R&D) facilities, we are seamlessly able to deliver international quality products. Our experienced team of engineers are focused on undertaking dedicated R&D initiatives in the areas of engineering analysis, design of components with sound analytics and modelling techniques. Latest technology infused processes have led to operational efficiency, faster turn-around and optimised cost structure. We are responsibly utilising the best of talent and technologies to leverage emerging business opportunities.


appLications• Turnkey solutions for CAD/CAM/CAE• Reverse Engineering Solutions• Solid Modeling and Detailing• Sheet Metal Die Design• Product Design• Conversion from paper based 2D to

3D and surface modes• Assembly creation• CNC code generation

softwaRE• CATIA• unigraphics• Solid Edge • AutoCAD 2002 • Hyper form and LS Dyna facilities

haRdwaRE • IBM RS6000 – AIX, SgI O2 – IRIX,

INTEL BASED - WINDOWS XP



stRatEgising ahEad with thE Right capaBiLitiEsRasandik is at the forefront of the industry with leading-edge capabilities across the manufacturing value chain. We are committed to continuously investing in our capacities in order to help create a greater impact. With state-of-the-art facilities, we are building the best-in-class products. The world-class machinery and equipment in our facilities, aids in delivering impeccable solutions to our customers. We currently operate five manufacturing facilities from three locations in the country.


Location Roz Ka Meo Industrial Area, Sohna

Surajpur Industrial Area, greater Noida

E-82 & 83, MIDC, Ranjangaon, Pune

Divisions & Products

• Sheet Metal: Fuel Tank, Sheet Metal Parts and BIW

• Tool Room: Tools & Dies

• Tailor Welded Blanks

• Railways: Retention Tank, Front Part and End Wall Assembly

• Sheet Metal: Fuel Tank and Sheet Metal Parts

• Three Wheelers: Auto Rickshaw, E-Rickshaw and E-Auto


• Home Products: Iron Board, Shoe Rack, Hat Rack and Clothes Hanger etc.

• Sheet Metal: Fuel Tank and Sheet Metal Parts, BIW Parts and

• IP Beams


• Tailor Welded Blanks

Plant Area • 14,580 Sq. Mt. (3.60 Acres)

• 13,080 Sq. Mt. (3.23 Acres)

• 55,000 Sq. Mt. (13.59 Acres)

• 25,624 Sq. Mt. (6.33 Acres)

• 49,540 Sq. Mt. (12.24 Acres)

Strategy for capacity utilization

• To target for new model’s components from existing customers

• To target for export of sheet metal components

• To add product portfolio from Railways

• To target for additional business from existing customers of tractor and truck component models

• To launch E-auto of 3KW capacity

• To target truck & tractor manufacturers as a customer and focus on tooling growth



financiaL snapshot

Net Sales

2018-19

2017-18

2016-17

2015-16

2014-15206.83

195.05

214.99

238.87

266.76

EBIDTA

2018-19

2017-18

2016-17

2015-16

2014-1533.31

28.79

37.47

31.83

33.04(₹ in Crores)(₹ in Crores)

(%)

EBIDTA Margin

2018-19

2017-18

2016-17

2015-16

2014-1516.10

14.76

17.43

13.33

12.39

(₹ in Crores)

Net Profit

2018-19

2017-18

2016-17

2015-16

2014-155.97

1.14

4.99

1.36

2.96


Debt-Equity

2018-19

2017-18

2016-17

2015-16

2014-154.54

1.84

1.67

1.39

0.88

Earnings per Share

2018-19

2017-18

2016-17

2015-16

2014-1512.64

2.41

10.44

2.69

4.93(₹ )



Board of directorsMrs. deepika Kapoor• Mrs.DeepikaKapoorisaneducationisthavingconsiderableexperienceinHumanRelationandCompanyManagement

• SheservesasaWomanDirectorontheBoard

dr. shyam sunder sethi• Dr.SethiisaNon-ExecutiveIndependentDirectorontheBoardandanengineerbyprofession

• HeisaB.Tech(Hons)graduatewithM.TechdegreefromIIT,KharagpurandPh.D.degreefromDelhiUniversity

• HepossessesaroundthirtyyearsofindustrialexperienceinIndiaandoverseas,withCompanieslikeKelvinatorIndiaandWhirlpoolasExecutiveVicePresidentforSouthEastAsia

• Currently,heisanHonoraryFacultymemberatIITDelhiandisinvolvedinProjectGuidance,FacultySelectionandmentoringPh.D.Scholars

shri M. s. ramaprasad• ShriRamaprasadisaNon-ExecutiveIndependentDirectorontheBoard,aB.Sc.,LLBandanIndustrialistbyProfession

• Hehasanexperienceofover36years• HeistheproprietorofSaraswathiRice&OilMills,Nanjangud,Karnataka• HeisfoundermemberoftheNanjangudIndustriesAssociationandpresidentfor4years

• HasrichexperienceinIndustrialManagementandthoroughknowledgeofFactoryAct,LabourLawsandindustryrelatedsafetyregulations

shri a.r. Halasyam• ShriHalasyamisaNon-ExecutiveIndependentDirectorandaManagementGraduatewithanexperienceofover36yearsinindustrywith20yearsofexperienceatseniormanagementlevel

• HehasworkedwithpublicsectorCompaniesatmanagementlevelssince1982• HewasFinanceDirectorandMemberoftheExecutiveBoardofMarutiUdyogLimitedfortenyearsbeginningfrom1991

• Hehasanexpertiseintreasurymanagement,projectmanagement,projectfinancingandbusinessdevelopment

• Hishighlyeffectivemanagementskillshaveresultedincreatingbeneficialandproductiveemployee/managementrelationshipwhichhasbeenofgreathelpforRasandik

• Hisprojectmanagementskills,contractnegotiationskillsandhispresenceattheBoardisofgreatvaluetoRasandik

16 AnnualReport 2018-19

Notice

Notice is hereby given that the 35th Annual General Meeting of the members of Rasandik Engineering Industries India Limited will be held as under:-

DAY :- Monday

DATE : - 30 September 2019

TIME : - 10.00 A.M.

PLACE:- Conference Hall, Saras Tourist Complex, Damdama, Sohna, Haryana

ORDINARY BUSINESS:

Item No. 1 – Adoption of financial statements

To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the audited financial statements of the Company for the year ended 31 March 2019 and reports of Board of Directors and auditors’ report thereon as presented to the meeting, be and are hereby, approved and adopted”.

Item No. 2 – Re-appointment of Shri Rajiv Kapoor (DIN: 00054659), who retires by rotation and, being eligible, seeks reappointment.

To consider passing the following resolution as an Ordinary Resolution:

RESOLVED THAT Shri Rajiv Kapoor (DIN: 00054659), director, who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a director of the Company.

SPECIAL BUSINESS:

Item No. 3 – To Re-appoint Dr. Shyam Sunder Sethi (DIN-01394311) as Independent Director and in this regard consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Rules”) and the applicable provisions of the Securities

RASANDIK ENgINEERINg INDUSTRIES INDIA LIMITED

(CIN: L74210HR1984PLC032293)

Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, Haryana - 122103

Web: www.rasandik.com Email: [email protected]

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), on the basis of the recommendation of Nomination and Remuneration Committee, Dr. Shyam Sunder Sethi (DIN-01394311), who was appointed and who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for the appointment and respect of whom the company has received a notice in writing from a member under section 160 of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5(five) consecutive years with effect from 30 September, 2019 to 29 September, 2024, on the Board of the Company.

FURTHER RESOLVED THAT pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members of the Company, be and is hereby accorded to reappoint Dr. Shyam Sunder Sethi (DIN -01394311) as an Independent Director of the Company, aged more than 75 years, with effect from 30 September 2019 to 29 September 2024.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all thing incidental and ancillary thereto.”

Item No. 4 – To Re-appoint Shri M S Ramaprasad (00842539) as Independent Director and in this regard consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Rules”) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and



Notice (Contd.)

Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), on the basis of the recommendation of Nomination and Remuneration Committee, Shri M S Ramaprasad (00842539), who was appointed and who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for the appointment and respect of whom the company has received a notice in writing from a member under section 160 of the Act proposing

his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5(five) consecutive years with effect from 30 September 2019 to 29 September 2024, on the Board of the Company.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all thing incidental and ancillary thereto.”

By Order of the BoardFor Rasandik Engineering Industries India Limited

Sd/-Place: Sohna, Haryana Pradeep Chandra NayakDate : 10 August 2019 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“THE MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. PROXY FORM IS ATTACHED HEREWITH. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS.

IN CASE A PROXY IS PROPOSED TO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. Corporate Members intending to send their authorised representatives to attend the meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. The instrument appointing the proxy should however be deposited at the Registered office of the Company not less than 48 hours before the commencement of the meeting.

4. Members or their respective proxies are requested to:

i. Bring copies of Annual Report sent to them as the copies of Annual Report shall not be distributed at the Annual General Meeting;

ii. Quote their Folio / DP ID & Client ID in the attendance slips for attending the meeting;

iii. Bring the attendance slip sent herewith duly filled in for attending the meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

6. The Register of Members and Share Transfer Books will remain closed from 24 September 2019 to 30 September 2019 (both days inclusive).

7. No Un-claimed / Unpaid Dividend has been pending to be transferred to the Investor Education and Protection Fund established by the Central Government.


Notice (Contd.)

8. In terms of Article 108 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri Rajiv Kapoor retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The information or details about the director(s) proposed to be appointed / re-appointed to be provided pursuant to the requirements of Regulation 36(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule V of the Companies Act, 2013 is annexed herewith.

9. All documents referred to in the Notice and accompanying Explanatory Statement, as well as the Annual Report, are open for inspection at the Registered Office of the Company on all working days during normal business hours up to the date of the Meeting.

10. Ministry of Corporate Affairs (MCA) took a ‘Green Initiative in Corporate Governance’ in 2011 by allowing the Companies to service the documents to its Members through electronic mode. Accordingly, the Company sends all communications including the Notice of Annual General Meeting (along with instruction for e-voting, attendance slip and proxy form) and Annual Report in electronic form to all Members whose email Ids are registered with the Company/ Depository Participant(s) unless a specific request for hard copy has been requested.

11. Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, and Circulars etc. from the Company electronically. Members holding shares in physical form are requested to notify any change of address, bank mandates, if any, to the Registrar and Share Transfer Agent: Link Intime India Private Limited, Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058, E-mail id: [email protected] or the Company Secretary or to their respective depository participants if the shares are held in electronic form.

12. Members are entitled to nominate a person to whom his/her shares in the Company shall vest in the event of his/her demise, by filling up Form No. SH-13. The members are requested to avail of this facility. The duly filled in and signed Nomination Form No. SH-13 should be sent to the Registrar and Share Transfer Agents, Link Intime India Private Ltd. at the address mentioned in above point.

13. Members may also note that the Notice of Annual General Meeting and Annual Report 2018-19 is available on the website of the Company at www.rasandik.com under Investor Section.

14. Members desiring any information on the accounts at the AGM are requested to write to the Company at least 7 days in advance, so as to enable the Company to keep the information ready.

15. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form shall submit their PAN details to the Company at its Registered Office or to the Registrar and Share Transfer Agents.

16. In terms of Section 108 of the Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended (‘the Rules’) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations], the Company has provided facility to exercise votes through electronic voting system, to members holding shares as on 23 September 2019 being the “Cut-off Date”(“Cut-Off” for the purpose of Rule 20(4)(vii) of the Rules) fixed for determining voting rights of members entitled to participate in the e-Voting process through the e-Voting platform provided by Link Intime India Private Limited viz., https://instavote.linkintime.co.in.

Information and other instructions relating to e-voting are as under:

i. Pursuant to provisions of section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the members to cast their votes electronically on all resolution set forth in the Notice convening the 35th Annual General Meeting to be held on Monday, the 30 September 2019, at 10:00 a.m. The Company has engaged the services of Link Intime India Private Limited to provide the e-voting facility.



Notice (Contd.)

ii. These details and instructions form an integral part of the Notice for the Annual General Meeting to be held on 30 September 2019.

iii. The e-voting facility will be available during the following voting period:

Commencement of e-voting End of e-voting27 September 2019, 9.00 A.M. IST

29 September 2019, 5.00 PM IST

During this period, shareholders of the Company holding shares either in physical form or in dematerialised form, as on the cut-off date (23 September 2019), may cast their vote electronically. The e-voting module shall be disabled by CDSL after voting period ends.

iv. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

Instructions for shareholders to vote electronically:

Log-in to e-Voting website of Link Intime India Private Limited (LIIPL)

1. Visit the e-voting system of LIIPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in.

2. Click on “Login” tab, available under ‘Shareholders’ section.

3. Enter your User ID, password and image

verification code (CAPTCHA) as shown on the screen and click on “SUBMIT”.

4. Your User ID details are given below:

a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID

b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID

c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

5. Your Password details are given below:

If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

Click on “Sign Up” tab available under ‘Shareholders’ section register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

For Shareholders holding shares in Demat Form or Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable

for both demat shareholders as well as physical shareholders).

Members who have not updated their PAN with depository Participant or in the company record are requested to use the sequence number which is printed on Ballot Form / Attendance Slip indicated in the PAN Field.

DOB/ DOI Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in the company record for the said demat account or folio number in dd/mm/yyyy format.

Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio number.

Please enter the DOB/ DOI or Dividend Bank Details in order to register. If the above mentioned details are not recorded with the depository participants or company, please enter Folio number in the Dividend Bank Details field as mentioned in instruction (iv).

If you are holding shares in demat form and had registered on to e-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.


If Shareholders holding shares in Demat Form or Physical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Incase shareholder is having valid email address, Password will be sent to the shareholders registered e-mail address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter)

NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting platform of LIIPL.

For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Cast your vote electronically

6. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select/ View “Event No” of the company, you choose to vote.

7. On the voting page, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

Cast your vote by selecting appropriate option i.e. Favour/Against as desired.

Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’. You may also choose the option ‘Abstain’ and the shares held will not be counted under ‘Favour/Against’.

8. If you wish to view the entire Resolution details, click on the ‘View Resolutions’ File Link.

9. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”,

Notice (Contd.)

else to change your vote, click on “NO” and accordingly modify your vote.

10. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

11. You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

general guidelines for shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of LIIPL: https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’.

They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutiniser to verify the same.

During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

In case the shareholders have any queries or issues regarding e-voting, please click here or you may refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to [email protected] or Call us :- Tel : 022 - 49186000.

Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of 23 September 2019 and not casting their vote electronically, may only cast their vote at the Annual General Meeting. The voting rights of shareholders shall be in proportion to their shares of the paid equity capital of the Company as on 23 September 2019.



EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 3Dr. Shyam Sunder Sethi (DIN-01394311) was appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. He hold office as Independent Directors of the Company up to September 29, 2019 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act).The, Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended reappointment of Dr. Shyam S. Sethi as Independent Directors for a second term of 5 (five) consecutive years on the Board of the Company. The Board, based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee, considers that, given his background and experience and contributions made by him during his tenure, the continued association of him would be beneficial to the Company and it is desirable to continue to avail his services as Independent Directors. Accordingly, it is proposed to re-appoint Dr. Shyam S. Sethi as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to be applicable w.e.f. 1 April 2019, no listed Company shall appoint or continue the Directorship of a Non-Executive Director who has attained the age of 75 years unless a special resolution is passed by the members to that effect and justification thereof is indicated in the explanatory statement annexed to the Notice for such appointment.

Accordingly, Dr. Shyam Sunder Sethi (DIN 01394311), more than 75 years who was appointed as an Independent Director of the Company by the members in the 30th Annual General Meeting held on September 30, 2014 to hold office for 5 consecutive years up to September 29, 2019. has attained the age 75 years (Date of Birth 7 July 1940) and to continue as a Independent Director, w.e.f. September 30, 2019, the approval of members is required by way of a special resolution.

He was appointed by the Board on 6 June 2002.

He is on the Board of following other Companies.

1. M/s. Ample Auxiliary Service Limited Liability Partnership

Partner

2. M/s. Devshri Tech Limited Liability Partnership Partner3. M/s. Encardio Rite Electronics Private Limited Director

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Notice (Contd.)

Mr. Awanish Kumar, Practicing Chartered Accountant (Membership No. FCS 510868), Partner M/s AKDC & Associates has been appointed as the Scrutiniser to scrutinise the e-voting process in a fair and transparent manner.

The Scrutiniser shall, immediately after the conclusion of the voting at the AGM, first count the votes cast at the meeting, thereafter unlock the votes through remote e-Voting in the presence of at least two witnesses, not in employment of the Company and make, within 48 hours from the conclusion of the AGM, a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman of the Company or any other director, who shall countersign the same;

The Scrutiniser will submit his report to the Chairman, or any other director, who will declare the result of the voting. The results declared along

with the Scrutiniser’s report will be placed on the Company’s website www.rasandik.com and shall also be communicated to the Stock Exchanges. All the resolutions, subject to receipt of requisite no. of votes, shall be deemed to be passed at the AGM scheduled to be held on 30 September 2019.

17. The route map to the venue of the Meeting included in this Notice for easy location. The route map of the venue of the Meeting is also available on the website of the Company at www.rasandik.com under Investor Relations section.

18. In terms of Regulation 36(3) of SEBI (LODR) Regulations read with Secretarial Standards on General Meeting, a brief profile of the directors, who are proposed to be re-appointed / appointed in this AGM, nature of their expertise in specific functional areas, other directorships and committee memberships, their shareholding and relationship with other directors of the Company are given below:


Notice (Contd.)

Requirements) Regulations, 2015 (“Listing Regulations”) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for reappointment on passing a special resolution by the company and disclosure of such appointment in its Board’s report.

Section 149(11) provides that an independent director may hold office for up to two consecutive terms. Dr. Shyam S. Sethi is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given their consent to act as Director. He is not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Company has also received declarations from Dr. Shyam S. Sethi that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations. In the opinion of the Board, Dr. Shyam S. Sethi fulfil the conditions for Re-appointment as Independent Director as specified in the Act and the Listing Regulations. Dr. Shyam S. Sethi is independent of the management.

The company has received requisite notice, as provided under the section 160 of the Companies Act, 2013 from a member, proposing the appointment of Dr. Shyam S. Sethi as an Independent Director not liable to retire by rotation.

Details of Directors whose re-appointment as Independent Directors is proposed are provided in the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. Copy of draft letters of appointment of Dr. Shyam S. Sethi setting out the terms and conditions of appointment are available for inspection by the members at the registered office and corporate office of the Company.

Your Directors, therefore, recommend the appointment of Dr. Shyam S. Sethi (DIN-01394311) as an Independent Director of the Company, for a period of five (5) years, not liable to retire by rotation, as set forth in Item No. 3 of this Notice.

The Board is of the view that the appointment of Dr. Shyam S. Sethi on the Company’s Board as Director is desirable and would be beneficial to the Company and hence it recommends the said Resolution No.3 for approval by the members of the Company.

None of the Directors /Key Managerial Personnel of the Company/their relatives, except of Dr. Shyam S. Sethi himself is in any way concerned or interested, in the said resolution. The Board recommends the said resolution to be

passed as a Special Resolution.

Item No. 4

Shri Mysore Siddappa Ramaprasad (DIN-00842539) was appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. He hold office as Independent Directors of the Company up to September 29, 2019 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act).

The, Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended reappointment of Shri Mysore Siddappa Ramaprasad as Independent Directors for a second term of 5 (five) consecutive years on the Board of the Company.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee, considers that, given his background and experience and contributions made by him during his tenure, the continued association of him would be beneficial to the Company and it is desirable to continue to avail his services as Independent Directors. Accordingly, it is proposed to re-appoint Shri Mysore Siddappa Ramaprasad as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for reappointment on passing a special resolution by the company and disclosure of such appointment in its Board’s report.

Section 149(11) provides that an independent director may hold office for up to two consecutive terms. Shri Mysore Siddappa Ramaprasad is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given their consent to act as Director. He is not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Company has also received declarations from Shri Mysore Siddappa Ramaprasad that he meets with the criteria of independence as prescribed both under sub-section (6) of



Notice (Contd.)

Section 149 of the Act and under the Listing Regulations. In the opinion of the Board, Shri Mysore Siddappa Ramaprasad fulfil the conditions for Re-appointment as Independent Director as specified in the Act and the Listing Regulations. Shri Mysore Siddappa Ramaprasad is independent of the management.

The company has received requisite notice, as provided under the section 160 of the Companies Act, 2013 from a member, proposing the appointment of Shri Mysore Siddappa Ramaprasad as an Independent Director not liable to retire by rotation.

Details of Directors whose re-appointment as Independent Directors is proposed are provided in the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. Copy of draft letters of appointment of Shri Mysore Siddappa Ramaprasad setting out the terms and conditions of appointment are available

for inspection by the members at the registered office and corporate office of the Company.

Your Directors, therefore, recommend the appointment of Shri Mysore Siddappa Ramaprasad (DIN-00842539) as an Independent Director of the Company, for a period of five (5) years, not liable to retire by rotation, as set forth in Item No. 4 of this Notice.

The Board is of the view that the appointment of Shri Mysore Siddappa Ramaprasad on the Company’s Board as Director is desirable and would be beneficial to the Company and hence it recommends the said Resolution No.4 for approval by the members of the Company.

None of the Directors /Key Managerial Personnel of the Company/their relatives, except of Shri Mysore Siddappa Ramaprasad himself is in any way concerned or interested, in the said resolution. The Board recommends the said resolution to be passed as a Special Resolution.

Details of Directors seeking re-appointment at the ensuing Annual General Meeting are as follows:

Name : Sh. Rajiv Kapoor Dr. Shyam Sundar Sethi Sh. Mysore Siddappa Ramaprasad

DIN : 00054659 01394311 00842539Date of Birth and Age : 4 November 1955 15 June 1939 8 January 1950Date of First Appointment

: 10/01/1984 06/06/2002 14/11/2011

Qualifications : IIT Graduate Post graduation in Production Engineering from IIT Kharagpur

B Sc., LLB

Remuneration last drawn

: ` 60,00,000/- Per annum Nil NIL

Relationship with other Directors/Key Managerial Personnel

: Shri Rajiv Kapoor is related to Mrs. Deepika Kapoor, Whole Time Director of the Company

He is not related to any other Directors

He is not related to any other Directors

Expertise in Specific Function areas

: Founder Promoter and Managing Director of the company and an IIT Delhi Graduate, a technocrat turned first generation industrialist.• His visionary skills and foresightedness

made him realise the potential for the Auto component manufacturing industry as the Government policy was for the indigenisation of the Auto components.

• He possesses great project management skills coupled with deep understanding of the auto component manufacturing system.

• It is his drive and passion for Auto component business Rasandik was born in 1986; since then he is the main driving force behind the Company’s progress till date.

• He manages business operations largely concentrating on the product developments, new business opportunities, technology up-gradation, product quality and growth strategies.

Dr. Shyam S. Sethi, is an independent non-executive Director on the board. He is a Mechanical engineering graduate with post graduation in production engineering from IIT Kharagpur. He brings with him around thirty years of experience with an MNC Kelvinator. He was Executive Vice President at Kelvinator at later part of his tenure thereat. Currently he works as a Consultant at Whirlpool Corporation, Aptech Limited and Tropicana Telecom.

Mr. M. S. Ramaprasad is an independent non-executive Director on the board is an industrialist by profession. He is the proprietor of Saraswathi Rice & Oil Mills, Nanjangud, Karnataka. He is founder member of the Nanjangud Industries Association and is president for the last 4 years. He has vast experience in Industrial management and possesses thorough knowledge of Factory Act, labour laws & industry related safety regulations.


Notice (Contd.)

Name : Sh. Rajiv Kapoor Dr. Shyam Sundar Sethi Sh. Mysore Siddappa Ramaprasad

• He pioneered the introduction of new technologies of Moving Bolster in 1992, Spot Welding Robot in 1999 and Tailor Welded Banks in 2006 in the Auto Component Sector in India. His continuous pursuit for timely supply of best quality products at competitive prices has made Rasandik a very dependable and preferred Auto component supplier in the industry

Numbers of Shares held in the Company

: 950,979 10,242 Nil

Directorships held in other public Companies

(excluding foreign Companies and Section 8 Companies) as on 31 March 2019

: None 1. M/s. Ample Auxiliary Service Limited Liability Partnership Partner

2. M/s. Devshri Tech Limited Liability Partnership Partner

3. M/s. Encardio Rite Electronics Private Limited Director

None

Memberships/Chairmanships of Committees of other public Companies (includes only Audit Committee and Stakeholders’ Relationship Committee) as on 31 March 2019

: Member of Audit Committee of Rasandik Engineering Industries India Limited

Member of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of Rasandik Engineering Industries India Limited

Member of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of Rasandik Engineering Industries India Limited

By Order of the BoardFor Rasandik Engineering Industries India Limited

Sd/-Place: Sohna, Haryana Pradeep Chandra NayakDate : 10 August 2019 Company Secretary



Directors’ Report

To The Members,

Your Directors have pleasure in presenting the 35th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the financial year ended 31 March 2019 and the Auditors Report thereon.

FINANCIAL RESULTS:

The summarised working results for the year ended 31 March 2019 as compared to earlier year are as under:

(` in million)

Particulars 2018-19 2017-18FINANCIAL RESULTSTotal Income 2745.60 2527.08Profit Before Finance Cost, Depreciation and Taxation 330.32 318.36Finance Cost 124.60 164.63Depreciation 140.61 138.45Profit Before Tax 75.70 15.29LESS:Tax expense

Current tax 15.11 (2.74)Deferred tax 21.04 5.29

Profit/Loss After Tax (Loss) 29.03 12.73

OPERATING RESULTS AND THE STATE OF COMPANY’S AFFAIRS

During the year under review, the overall performance of the Company showed upward movement as compared to the previous year. The total revenue of the company for the year ended 31 March, 2019 was ` 2745.60 million as compared to ` 2527.08 million in the previous year. The profit before depreciation, finance cost, taxation is increased to ` 330.32 million from ̀ 318.36 million in the previous year. The net profit after depreciation, finance cost and tax is ̀ 29.03 million for the current financial year as compared to profit of ` 12.73 million in the previous year.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report. There has been no change in the nature of the business of the Company.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended 31 March 2019 on account of plough back of profit during the year under review.

PROSPECTS FOR THE CURRENT YEAR

Although demand for vehicles in India decreased over the past years but Inflation and consumer sentiments do not induce great confidence either. Indian economy has been experiencing a slow growth phase and Low growth of GDP is expected to continue, and your Company is expecting a modest growth for the coming financial year 2019-20.

HUMAN RESOURCES

The human resource profile of your Company is an optimal mix of industry experience and fresh blood from engineering and business institutions. During the year under review, the Company is continuously renewing and updating the knowledge and skill of its employees at all levels through training and development. The relationship with employees continues to be cordial.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed report on Corporate Governance as updated with the particulars of this financial year, is annexed to this report together with certificate of the Auditors on the compliance with the said Code (Annexure - I).

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately and forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, approval of the members was obtained for continuation of directorship of Dr. Shyam Sunder Sethi and Shri A. R. Halasyam (non executive Director), who have attained the age of 75 years. The approval of shareholders was received on 20 December 2018 by way of postal ballot pursuant to the provisions of section 110 of the Companies Act, 2013, and other applicable laws.


AUDIT COMMITTEEThe composition of Audit Committee of the Company as under:

S No Name Category Position1 Dr. Shyam Sunder Sethi Non Executive - Independent Director Chairman2 Shri Mysore Siddappa Ramaprasad Non Executive - Independent Director Member3 Shri Agharam Ramakrishnan Halasyam Non Executive - Independent Director Member4 Shri Rajiv Kapoor Executive - Chairman cum Managing Director MemberThere was no instance when the recommendation of Audit Committee was not accepted by the Board of directors.

Directors’ Report (Contd.)

Dr. Shyam Sunder Sethi (DIN: 01394311) and Shri M S Ramaprasad (DIN: 00842539) were appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. They hold office as Independent Directors of the Company up to September 29, 2019 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act). It is proposed to re-appoint Dr. Shyam Sunder Sethi and Shri M S Ramaprasad as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

Pursuant to Sections 152 and other applicable provisions, if any, of the Companies Act, 2013, Shri Rajiv Kapoor, Director of the Company, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

The Board hereby confirms that all the independent directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said section 149(6) and Regulation 25(9) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Formalisation programme for independent directors was completed by the company during the year 2018-19.At present, (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:Shri Rajiv Kapoor, Chairman and Managing DirectorMr. Gautam Bhattacgharya - Chief Financial Officer (CFO)Mr. Pradeep Chandra Nayak - Company Secretary (CS)

The details regarding the number of Board and Committee meeting and number of meetings attended by the Directors has been given in detail under the section of Corporation Governance.

There is no change in the Key Managerial Personnel of the Company during the year under review.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information

with respect to ratio of remuneration of directors, key managerial personnel and employees is set out as Annexure – II which forms part of this report. There were no employees during the year under review, drawing remuneration specified under Section 197 of the Companies Act, 2013 read with applicable rules.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

(a) That in the preparation of the annual accounts for the year ended 31 March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) That they 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 as at 31 March, 2019 and of the profit of the Company for the year ended on that date;

(c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That they had prepared the annual accounts on a ‘going concern’ basis;

(e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That they had devised proper systems to ensure the compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formed various committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stake Holders Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.




VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 behaviour, the Company has adopted a Vigil Mechanism / Whistle Blower Policy.

The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employee and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the company’s Code of Conduct.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

Your Company has formulated policy for prevention of sexual harassment of its women employees in line with “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (‘CSR Committee’). The terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. (Annexure – III)

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION AND INDEPENDENT DIRECTOR

Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act, 2013, the brief policy on Directors’ Selection, appointment and remuneration is attached as Annexure – IV which forms part of this report and the detailed policy can be referred on the website of the Company i.e.www.rasandik.com.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2018-19, 5 (five) Board meetings were held. For details thereof, refer to the section `Board of Directors`- Number of Board Meetings, in Corporate Governance Report which forms integral part of this report.

AUDITORS

The Members of the Company appointed M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors of your

Company for a period of five years from the conclusion of 33rd Annual General Meeting (AGM) till the conclusion of the 38th AGM of the Company to be held in the year 2022.

AUDITORS’ REPORT

The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the company. The notes on financial statements referred in the Auditor’s Report are self explanatory.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITORS

M/s. Arun Gupta & Associates, Company Secretaries, New Delhi has been appointed as Secretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report and Secretarial Compliance Report under Regulation 24AA of the SEBI (LODR) Regulations, 2015 submitted by Secretarial Auditors for the Financial Year 2018-19 in the prescribed form MR- 3 is attached as Annexure - C and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2018-19 which call for any explanation from the Board of Directors.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the Financial Year 2018-19 in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal Financial Control with reference to Financial Statement.

The policies and procedures adopted by the company ensures orderly and efficient conduct of the business, including adherence to company’s policies, safeguarding the assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.



EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure - B to this Report.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2018-19 are attached as Annexure – V which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The Policy on related party transactions as approved by the Board has been uploaded on the Company’s Website at www.rasandik.com. Pursuant to the requirement under Section 134(3) (h) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act, are attached as Annexure – VI which forms part of this report.

The policy on materially related party transaction and on dealing with related party transaction as approved by the Board and the detail policy can be referred on the website of the Company i.e., www.rasandik.com.

ANNUAL PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including independent Directors.

For annual performance evaluation of the Board as a whole, its Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. On the basis of the questionnaire, a format annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

The independent directors had met separately without the presence of Non-Independent directors and the members of management and discussed, inter alia, the performance of Non-Independent directors and Board as a whole and the performance of the Chairman of the Company.

The Nomination and Remuneration committee has also carried out evaluation of every director`s performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE

No significant and material orders has been passed by any regulatory authority, court or tribunal which shall impact the going concern status and company`s operations in future.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.rasandik.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

DETAIL OF SUBSIDAIREIS, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate of the Company during the Financial Year 2018-19.

EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review.




INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

QUALITY SYSTEM

Your Company has been certified as an ISO/TS 16949-2002 version Quality System Company by AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management System Company by British International Standard (BIS).

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

The amount represents unclaimed dividends which were lying with the Company for a period of more than seven years from their respective due dates of payment had transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Provision of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expresses in the statement. Important factors that could influence the Company’s operations included: global and domestic demand, new capacity additions, changes in government policies and tax laws and other factors which are material to the business operation of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep sense of gratitude to the bankers, employees, shareholders, customers and suppliers for their continued support and confidence in the management.

Your Company is grateful for the co-operation and continued support extended by Maruti Suzuki India Ltd, Tata Motors Ltd, New Holland Tractors, Mahindra, Ashok Leyland, and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

For and on Behalf of the Board ofRasandik Engineering Industries India Limited

Sd/-Place: Sohna, Haryana (RAJIV KAPOOR)Date : 10 August 2019 Chairman and Managing Director

Annexure - A to Directors’ Report to the shareholders Information pursuant to Section 134(3)(m) of the Companies Act, 2013

A. CONSERVATION OF ENERGY

i. Measures taken in the year 2018-19

Your company has given utmost importance to the Energy conservation by adopting the most modern technology and has implemented many Energy conservation measures through small group activities and suggestion schemes. It is taking various steps for optimising operations in use of power and energy and also reduction in energy consumption. These are as follows:

To reduce electrical energy consumption by enhancing use of natural light and switching over to LED lighting.

To conserve energy by reducing compressed air consumption.

To conserve energy by using energy efficient Welding Guns.

In addition to the above, constant energy monitoring is being done in various sections of the plant for which energy meters have been installed in each Press Machines as well as in various Shops. Statistical analysis will be carried out and energy consumption and reduction plans will be worked out.

ii. Steps taken for utilising alternate sources of energy

The Company has been continuously thriving to optimise energy consumption levels by selecting energy efficient and environment friendly technologies for its plants. Utilisation of already


Annexure - BFORM NO. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31 March 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration) Rules, 2014]

existing low cost source of energy for plant and administrative area is under evaluation. Further the Company uses CNG gas for its Paint Shop.

iii. Capital investment in energy conservation equipment

Energy conservation measures have been taken by process optimisation without any major capital investment.

B. TECHNOLOGY ABSORPTION FOR 2018-19

(i) Efforts made towards technology absorption

Highly automated and advance machinery has been introduced in the company.

(ii) The benefit derived like production improvement, cost reduction, product development or import substitution

The introduction of modern technologies has resulted in improvement of productivity and reduction in process cost alongwith improvement and consistency in product quality and operational efficiency.

(iii) Data relating to imported technology Nil

(iv) Expenditure on Research and Development Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used (actual) (`)Foreign exchange used 10,853,357/-Foreign exchange earned 18,868,927/-

I. REGISTRATION AND OTHER DETAILS

i) CIN : L74210HR1984PLC032293ii) Registration Date : 10 January 1984iii) Name of the Company : Rasandik Engineering Industries India Limitediv) Category / Sub-Category of the Company : : Public Companyv) Address of the Registered office and contact

details: 14, Roj-Ka-Meo Industrial Area, Sohna, Haryana - 122103

0124-2362646, 2362647vi) Whether listed company Yes / No : : Yesvii) Name, Address and Contact details of

Registrar and Transfer Agent, if anyLink Intime India Pvt. Ltd, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058

Tel No: 011-41410592, 593,594 E-mail id : [email protected] Website : www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company

Sl. No

Name and Description of main products / services NIC code of the product / service

% to total turnover of the Company

1 Sheet Metal Components for Automobiles 25910 100 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No

Name and Address of the CIN / GIN Holding /Subsidiary / Associates

% of Share held Applicable Section

N.A.

Annexure - A (Contd.)



IV. SHARE HOLDING PATTERN (EquITY SHARE CAPITAL BREAKuP AS PERCENTAGE OF TOTAL EquITY)

(A) Category-wise Share Holding

Category of Shareholder No. of Shares held at the end of the year [As on 31 March, 2019]

No. of Shares held at the beginning of the year [As on 1 April, 2018]

Changes during the year

Total number

of Shares

Number of Shares held in dematerialised

form

Shareholding as a

percentage of total number

of shares

Total number

of Shares

Number of Shares held in dematerialised

form

Shareholding as a

percentage of total number

of shares

No of Shares Change

during the year

% Change

during the year

Shareholding of Promoter and Promoter GroupIndianIndividuals / Hindu Undivided Family

1259063 1259063 21.07 1083688 1083688 22.94 175375 2.94

Bodies Corporate 1465315 1465315 24.52 1465315 1465315 31.01 0 0.00Total (A) 2724378 2724378 45.60 2549003 2549003 53.95 175375 2.94Public Shareholding Institutions Mutual Funds / UTI 78100 75000 1.31 3100 0 0.07 75000 1.26Sub Total 78100 75000 1.31 3100 0 0.07 75000 1.26Non-Institutions Bodies Corporate 476116 475016 7.97 262483 261383 5.56 213633 3.58Individual shareholders holding nominal share capital upto ` 2 lakh.

980415 806792 16.41 1017546 833522 21.54 -37131 -0.62

Individual shareholders holding nominal share capital in excess of ` 2 lakh

1566214 1566214 26.21 761104 761104 16.11 805110 13.47

Clearing Member 15014 15014 0.25 6378 6378 0.14 8636 0.14Non Resident Indians 45241 45241 0.76 38405 38405 0.81 6836 0.11Hindu Undivided Family 89522 89522 1.50 86981 86981 1.84 2541 0.04Sub Total 3172522 2997799 53.10 2172897 1987773 45.99 999625 16.73Total (B) 3250622 3072799 54.40 2175997 1987773 46.05 1074625 17.99Total (A)+(B) 5975000 5797177 100 4725000 4536776 100 1250000 20.92Shares held by custodians and against which depository receipts have been issued

- - - - - - - -

Total (A)+(B)+(C) 5975000 5797177 100 4725000 4536776 100 1250000 20.92

(B) Shareholding of Promoters and Promoters group-

Sl. No.

Shareholder’s Name Shareholding at the beginning of the year [As on 1 April, 2018]

Shareholding at the end of the year [As on 31 March, 2019]

Change in share holding during the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares

of the company

%of Shares Pledged /

encumbered to total shares

(In Nos) %

1 Rajiv Kapoor 809,604 17.13 8095 950,979 15.92 8095 (0.14%)

141,375 2.37

2 Deepika Kapoor 54,300 1.15 (0.17%) 54,300 0.91 - -3 Suresh Chandra Kapoor 147,000 3.11 - - (147,000) (2.46)4 Krishna Kumari Kapoor 67,000 1.42 248,000 4.15 181,000 3.035 Manmohan 5,784 0.12 5,784 0.10 - -6 Kapoor & Budhwar

Associates Pvt. Ltd.197,200 4.17 197,200 3.30 - -

7 Radhika Securities Pvt. Ltd. 651,383 13.79 651,383 10.90 - -8 Ganesha Securities Pvt. Ltd. 616,732 13.05 616,732 10.32 - -Total 2,549,003 53.95 8095

(0.17%)2,724,378 45.60 8095

(0.14%) 175,375 2.94

Annexure - B (Contd.)



(C) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

Name Shareholding Date Increase / Decrease in

Shareholding

Reason Cumulative Shareholding during

the yearNo. of

shares at the

beginning (01.04.2018)

/ end of the year

(31.03.2019)

% of total Shares of the

Company

(01.04.2018 to 31.03.2019)

No. of shares

% of total Shares

1 Rajiv Kapoor 809,604 17.13 01/04/2018 809,604 17.1307-08-2018 122000 Preferential Allotment13-11-2018 100 Market Purchase14-11-2018 920 Market Purchase16-11-2018 700 Market Purchase19-11-2018 100 Market Purchase20-11-2018 900 Market Purchase21-11-2018 100 Market Purchase22-11-2018 100 Market Purchase28-11-2018 20 Market Purchase27-11-2018 10 Market Purchase29-11-2018 600 Market Purchase30-11-2018 300 Market Purchase05-12-2018 100 Market Purchase12-06-2018 150 Market Purchase12-07-2018 100 Market Purchase12-11-2018 50 Market Purchase12-12-2018 300 Market Purchase14-12-2018 200 Market Purchase17-12-2018 100 Market Purchase04-01-2019 910 Market Purchase22-01-2019 1200 Market Purchase29-01-2019 300 Market Purchase30-01-2019 1700 Market Purchase02-01-2019 8500 Market Purchase18-02-2019 10 Market Purchase19-02-2019 20 Market Purchase21-02-2019 10 Market Purchase26-02-2019 100 Market Purchase27-02-2019 760 Market Purchase28-02-2019 100 Market Purchase01-03-2019 100 Market Purchase13-03-2019 400 Market Purchase15-03-2019 110 Market Purchase19-03-2019 120 Market Purchase20-03-2019 175 Market Purchase26-03-2019 10 Market Purchase

950,979 15.92 31-03-2019 950,979 15.922 Krishna Kumari

Kapoor67000 1.42 01-04-2018 67000 1.42

07-08-2018 34000 Preferential Allotment05-02-2019 147000 Inter se transfer

248000 4.15 31-03-2019 248000 4.15




D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Name of Shareholders Shareholding at the end (31.03.2019)

Shareholding at the beginning (01.04.2018)

No of Shares

% total Shares

of the Company

No of Shares

% total Shares

of the Company

1 Siddharth Iyer 400,000 6.69 0 02 Lalita Kayan 175,000 2.93 0 03 Rahul Kayan 175,000 2.93 0 04 Tradelink Exim India Private Limited 144,000 2.41 0 05 Subramanian P 142,900 2.39 144,350 3.056 Atul Kayan 129,528 2.17 129,528 2.747 Harsha Hitesh Javeri 117,500 1.97 117,500 2.438 Hitesh Ramji Javeri 117,500 1.97 117,500 2.499 Alberta Agro Private Limited 100,000 1.67 100,000 2.1210 Mars Associates Pvt Ltd 77,490 1.30 77,490 1.6411 Kaizen Comtrade LLP 75,000 1.26 0 0

E) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the

yearNo. of

shares% of total

Shares of the

Company

No of Shares

% of total Shares

of the Company

1 Shri Rajiv Kapoor, Managing Director:At the beginning of the year 809,604 17.13 809,604604 17.13Sale/Purchase during the year 141,375 2.37 141,375 2.37At the end of the year 950,979 15.92 950,979 15.92

2 Mrs. Deepika Kapoor, Whole-Time Director:At the beginning of the year 54300 1.15 54300 1.149Sale/Purchase during the year 0 0 0 0At the end of the year 54300 1.15 54300 0.91

3 Shri Shyam S Sethi, Director:At the beginning of the year 2500 0.042 2500 0.042Sale/Purchase during the year 7742 0.130 7742 0.130At the end of the year 10242 0.171 10242 0.171

4 Shri M S Ramaprasad,Director:At the beginning of the year 0 0Sale/Purchase during the yearAt the end of the year 0 0

5 Mr. A R Halasyam, Director:At the beginning of the year 23000 0.487 23000 0.487Sale/Purchase during the year# 0 0 0At the end of the year 23000 0.385 23000 0.385

6 Gautam Bhattacharya, CFO:At the beginning of the year 100 0.00 100 0.00Sale/Purchase during the year - - - -At the end of the year 100 0.00 100 0.00



Sl. No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the

yearNo. of

shares% of total

Shares of the

Company

No of Shares

% of total Shares

of the Company

7 Pradeep Chandra Nayak, CompanySecretary:At the beginning of the year 100 0.00 100 0.00Sale/Purchase during the year - - - -At the end of the year 100 0.00 100 0.00

# Preferential allotment of 122,000 no of shares to Mr. Rajiv Kapoor, Promoter and managing Director

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans excluding deposits

Unsecured Loans

Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 111.61 3.65 115.26ii) Interest due but not paid 0.40 - 0.40iii) Interest accrued but not due - - -Total 112.01 3.65 115.66Change in Indebtedness during the financial year- Addition - - -- Reduction 17.29 3.65 20.94Net Change 17.29 3.65 20.94Indebtedness at the end of the financial yeari) Principal Amount 94.35 - 94.35ii) Interest due but not paid 0.37 - 0.37iii) Interest accrued but not due - - -Total 94.72 - 94.72

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in Lacs)Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager Total AmountMr. Rajiv Kapoor,

Managing DirectorMrs. Deepika

Kapoor, Whole Time Director

1 Gross salary 60 24 84(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 19610 0 0

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0(c) Proits in lieu of salary under section 17(3)

Income- tax Act, 1961 0 0 02 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission 0 0 0

- as % of profit 0 0 0- others, specify… 0 0 0

5 Others, please specify 0 0 0Total (A) 60 24 84



B. Remuneration to other Directors

(` in Lacs)Particulars of Remuneration Name of Directors Total AmountIndependent Directors: Dr. Shyam S.

SethiMr. A. R.

HalasyamMr. M. S.

RamaprasadFee for attending board / committee meetings Commission Others, please specify

1.50 1.50 0.75 3.75

Total (B) 1.50 1.50 0.75 3.75Total Managerial Remuneration* 87.75

* Total Remuneration to the Managing Director, WTD and other Directors (being the Total of A and B)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` in Lacs)Particulars of Remuneration Key Managerial Personnel

CFO CS TotalGross salary(a) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 196137.49 7.20 44.69

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -(c) Proits in lieu of salary under section 17(3) Income-tax Act,

1961

Stock Option Sweat Equity Commission -as % of profit Others, please specify (Provident Fund)

- - -

Total: 37.49 7.20 44.69

VII. PENALTIES / PuNISHMENT/ COMPOuNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of Penalty Authority [RD / NCLT/

COURT]

Appeal made,

if any (give Details)

/ Punishment / Compounding fees

imposedA. COMPANY

PenaltyPunishment Compounding

B. DIRECTORS NilPenaltyPunishment Compounding

C. OTHER OFFICERS IN DEFAULTPenaltyPunishment Compounding



FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

RASANDIK ENGINEERING INDUSTRIES INDIA LIMITED

14 ROJ-KA-MEO INDUSTRIAL AREA SOHANA DISTT.GURGAON HR 122103

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rasandik Engineering Industries India Limited (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Rasandik Engineering Industries India Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Rasandik Engineering Industries India Limited for the financial year ended on 31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014; (Not applicable to the Company during the Audit Period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(vi) Having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

Annexure - C



The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

The Factories Act, 1948

The Payment of Wages Act, 1936

The Minimum Wages Act, 1948

Employees Provident Fund And Misc. Provisions Act, 1952

Employees State Insurance Act,1948

The Payment of Bonus Act, 1965

The Environment (Protection) Act, 1986

Income Tax Act 1961, Wealth Tax Act, Goods and Services Tax Act, 2016 and rules made thereof.

Negotiable Instrument Act, 1881

Maternity Benefits Act 1961

Payment of Gratuity Act,1972

The Industrial Disputes Act, 1947

The Child Labour (Regulation and Abolition) Act, 1970

The Weekly Holidays Act, 1942

Water (Prevention & Control of Pollution) Act 1974 and rules thereunder

Air (Prevention & Control of Pollution) Act 1981 and rules thereunder

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, (erstwhile Listing Agreement) entered into by the Company with Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company obtained consent of shareholders by way of Special resolution in its Annual General meeting/Extra Ordinary General Meeting/postal ballot in respect of following matters:

i. Further Issuance of 156,000 Equity Shares on Preferential Basis

ii. Continuation of Mr Agharam Ramakrishnan Halasyam (Din 00775926) as an Independent Director

iii. Continuation of Dr. Shyam Sunder Sethi (Din 01394311) as an Independent Director

iv. Re-Appointment of Mrs Deepika Kapoor (Din: 00054799) as Whole-Time Director of the Company

For ARUN KUMAR GUPTA & ASSOCIATESCOMPANY SECRETARIES

Sd/-Place : New Delhi (ARuN KuMAR GuPTA)Date : 29.05.2019 FCS: 5551 CP: 5086

Annexure - C (Contd.)


ANNEXURE A’

Annexure to the Secretarial Audit Report

In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers and agents, we report that the Company has, during the financial year under review, complied with the provisions of the Acts, the Rules made there under and the Memorandum and Articles of Association of the Company with regard to:-

1. Maintenance of various statutory registers and documents and making necessary entries therein;

2. Contracts, Common Seal, Registered Office and Publication of name of the Company;

3. Forms, Returns, Documents and resolutions required to be filed with the Registrar of Companies, Regional Director, Central Government, Company Law Board and such other authorities;

4. Service of documents by the Company on its Members, Directors, Auditors and Registrar of Companies;

5. Constitution of the Board, Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee;

6. Appointment, Re-appointment, Retirement of Directors including Whole Time Directors and payment of remuneration.

7. Disclosure of Interest and Concerns in Contracts and Arrangements, Shareholdings and Directorships in other Companies and interest in other entities by Directors and Key Managerial Personnel;

8. Disclosures requirements in respect of their eligibility for appointment, declaration of their independence, compliance with the code of conduct for Directors of Rasandik Engineering Industries India Limited;

9. Related party transactions which were in the ordinary course of business and at arm’s length basis and were placed before the Audit Committee for their review/approval as and when required;

10. Formulation and adopting Nomination and Remuneration Policy;

11. Appointment and remuneration of Statutory Auditors;

12. Notice of the meetings of the Board and Committees thereof;

13. Minutes of the meeting of the Board and Committees thereof;

14. Notice convening Annual General Meeting held on September 29, 2018 and holding of the meeting on that date;

15.Minutes of General Meeting;

16.Approval of the Members, Board of Directors, Committees of Directors and Government Authorities wherever required;

17.Form of the Balance Sheet as at March 31, 2018 as prescribed under part I of schedule III of the Companies Act, 2013 and requirements as to Profit & Loss Account for the year ended on that date as per Part II of the said schedule;

18.Report of the Board of Directors for the financial year ended March 31, 2018;

19.Transfer of Equity and Preference Shares and issue and delivery of share certificates;

20.Borrowings and registration of charges;

Investment of Company’s funds and inter-corporate loans and investments.



Independent Auditors’ Certificate on compliance with the conditions of Corporate Governance as per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

the members of Rasandik Engineering Industries India Limited

1. We have examined the compliance of regulations of Corporate Governance by Rasandik Engineering Industries India Limited (‘the Company’) for the year ended 31 March 2019 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and para C,D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’).

Management’s Responsibility

2. The compliance of conditions of corporate governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations.

Auditor’s Responsibility

3. Our responsibility is to provide a reasonable assurance that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the books of accounts and other relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ‘ICAI’), and the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

5. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

6. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the SEBI Listing Regulations during the year ended 31 March 2019. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

7. Restriction on use

The certificate is issued solely for the purpose of complying with the above said regulations and may not be suitable for any other purpose .

For V. Sankar Aiyar & Co.Chartered Accountants

ICAI Firm Regn. No. 109208W

Sd/-Ajay Gupta

PartnerPlace: New Delhi Membership No. 090104Dated: 10th August 2019 UDIN: 19090104AAABU5477

Annexure – I


Annexure – III

Annexure – II

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

Details under section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014

Rule Particulars Details of Remuneration5.1 The Ratio of the remuneration of each Director to the median remuneration of the

employees of the company for the financial year.All the directors have not received any remuneration, except the sitting fees, during the F.Y. 2018-19

5.2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary.

No increase

5.3 The percentage increase in the median remuneration of employees in the financial year.5.4 The number of permanent employees on the rolls of the company5.5 Average percentile increase already made in the salaries of employees other than

the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration in the managerial remuneration and justification thereof .

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

OUTLINE Of PROjECTS:All CSR programmers are developed in partnership with the stakeholders to ensure that they cater to specific needs, and further inculcate a sense of ownership amongst the community members. The CSR programmes and activities are aligned to national and international development goals. 1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a

reference to the web-link to the CSR policy and projects or programs are given in the Corporate Governance Report.2. The Company has framed a CSR Policy in compliance with the provision of the Companies Act, 2013 and the same is placed

on the Company website i.e. www.rasandik.com.3. The Composition of the CSR Committee. As on 31 March 2019, the Corporate Social Responsibility (CSR) committee consists of the following members:

S No

Name Category Designation

1 Shri Mysore Siddappa Ramaprasad Independent Director Chairman2 Shri Shyam Sunder Sethi Independent Director Member3 Mrs. Deepika Kapoor Whole Time Director Member

4. Average net profit of the company for last three financial years is ` 237.59 Lakhs

YearNet Profit/(Loss)

` in lakhs2016-17 295.122017-18 127.332018-19 290.32Total 712.76Average Net Profit 237.592% of Average Net Profit 4.75

5. Prescribed CSR Expenditure (two per cent of the amount as in item 4 above): N.A.6. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: ` 3.5 Lakhs (b) Amount unspent: N.A.



Annexure – IVNOMINATION AND REMUNERATION POLICY

INTRODUCTION

In terms of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosures Requirements) Regulation, 2015, as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.

The Policy is applicable to:Directors (Executive and Non Executive)Key Managerial PersonnelSenior Management PersonnelOther employees

OBjECTIVE

The Composition and Terms of Reference of the Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and SEBI (Listing Obligations & Disclosures Requirements) Regulation, 2015. The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees.

CONSTITUTION Of COMMITTEE

The Board of Directors of the Company (the Board) constituted the committee known as “Nomination and Remuneration Committee” consisting of three or more non-executive directors out of which not less than one-half are independent Directors.

At present, the Nomination and Remuneration Committee comprises of following Directors:

S No

Name Category Position

1 Dr. Shyam Sunder Sethi Non Executive -Independent Director Chairman2 Shri Mysore Siddappa Ramaprasad Non Executive -Independent Director Member3 Shri Agharam Ramakrishnan Halasyam* Non Executive -Independent Director Member

The Chairman of the Committee is an Independent Director.

ThE POLICY fOCUS ON fOLLOwING AREAS:Criteria for Appointment & Removal of Director and members of Senior ManagementDisqualifications for Appointment of DirectorsTerm / TenureManaging Director/Whole-time DirectorIndependent DirectorRemovalRetirementCriteria for Determining Positive Attributes and Independence of DirectorsCriteria for determining positive attributes

PERfORMANCE EVALUATION:Criteria for Evaluation of Directors and The Board1. Executive Directors2. Non Executive Director (including Independent Director)

EVALUATION Of BOARD PERfORMANCE:

Remuneration of Directors, Key Managerial Personnel And Other Employees

1. Remuneration to Whole-time / Executive / Managing Director2. Remuneration to Non-Executive / Independent Director3. Remuneration to KMP, Senior Management Personnel and Other Employees


Annexure – V

Particulars of Loans, Guarantees or investments under section 186 of the Companies Act, 2013 as on 31.03.2019

(` in lakhs)Name of

the Body Corporate

Loans given Investments Guarantees given

Aggregate as on 31.03.2019

In wholly Owned subsidiaries - - - - -In subsidiaries - - - - -In jV/ Associates - - - - -In Others - - - - -

Annexure - VIfORM NO. AOC -2

(PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL No.

Name(s) of the related party

Nature of relationship

Nature of contracts/arrangements/transactions

Duration of contract /arrangements /transactions

Salient terms of contracts or arrangements or ttransactions including the value, if any

justification for entering into such contracts or arrangements or transactions'

Date of approval by the Board/ Audit committee

Amount paid as advance, if any

Date on which special resolution was passed in General meeting as required under first provision to section 188

Not Applicable

2. Details of contracts or arrangements or transactions at Arm’s length basis. (Exceeding 10% of the annual consolidated turnover of the Company)

SL No.

Name(s) of the related party

Nature of relationship

Nature of contracts/arrangements/transactions

Duration of contract /arrangements /transactions

Salient terms of contracts or arrangements or ttransactions including the value, if any

Date of approval by the Board/ Audit committee

Amount paid as advance, if any

Sane value during the year (` in Crores)

Not Applicable



Report on Corporate Governance

(Pursuant to regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Corporate Governance relates to system, by which companies are directed and controlled ethically, keeping in mind value creation for each of its stakeholders. It refers to blend of law, regulations, ethical and voluntary practices, which enable the Company to attract financial and human capital, perform efficiently and thereby perpetuate it into generating long-term economic value for its shareholders, while respecting and balancing the interests of other stakeholders and the society at large.

This report, along with the report on Management Discussion and Analysis and additional shareholders information provides the information on the corporate governance compliance by your company.

CORPORATE GOVERNANCE PHILOSOPHY

Rasandik Engineering Industries India Limited (“The Company”) philosophy is to view corporate governance principles in true letter and genuine spirit rather than mere compliances of norms. Corporate Governance has been considered as a business strategy as this adds considerable value to the company both internally and externally. Ideal governance practices have rewarded the Company with improved share valuations, stakeholder`s confidence, market capitalisation, environmental protection, etc.

The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to discharge its overall responsibilities and to provide the management with the strategic direction catering to exigency of long term shareholders value. Your Company seeks to execute the practices of corporate governance by maintaining strong business fundamentals and by delivering high performance through relentless focus on the following:

Appropriate composition and size of the Board, with each member bringing in expertise in expertise in their respective domains;

Availability of information to the members of the Board and Board Committees to enable them to discharge their fiduciary duties;

Timely disclosure of material, operational and financial information to the stakeholders;

System and processes in place for internal control; and Proper business conduct by the Board, Senior

Management and employees.

GOVERNANCE STRUCTURE

The Corporate Governance structure at Rasandik is as follows:

Board of Directors: The Board is entrusted with an ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company’s management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosures.

Committees of the Board: The Board has constituted committees viz, Audit Committee, Stakeholders Relationship Committee, Remuneration and Nomination Committee, Corporate Social Responsibility Committee. Each of the said committee has been mandated to operate within a given framework.

THE BOARD OF DIRECTORS

Composition and category of Directors

The Board is broad based and consists of eminent persons with considerable professional expertise and experience. The Board comprises of Executive, Non-Executive Directors. The Company is managed by the Board of Directors in co-ordination with the senior management team. The composition and strength of the Board is reviewed from time to time for ensuing that it remains aligned with statutory as well as business requirements.

As on 31 March 2019, the total strength of the Board was five. As the Company has an Executive Chairman Mr. Rajiv Kapoor who is the Chairman and Managing Director, the Board is required, in terms of the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), to have fifty percent of its directors as independent directors and at least one Woman Director.

Category of directors No. of Directors % of Total no. of DirectorsExecutive (Including women Director) 2 40%Non Executive Independent 3 60%Total 5 100 %


Report on Corporate Governance (Contd.)

As on 31 March 2019, the Company’s Board consists of 5 Directors. Besides the Chairman and Managing Director, a Whole Time Promoter Director (Woman Director), the Board Comprises of Three Non-Executive Independent Directors. The Composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

Directors’ Attendance and their other Directorships/ Committee memberships:

As mandated by Regulation 26(1)(b) of the Listing Regulations, none of the Directors is member of more than ten Board Level Committees (considering only Audit Committee and Stakeholders Relationship Committee) or Chairman of more than five Committees across all public limited companies (listed or unlisted) in which he / she is a Director. Further all Directors have informed about their Directorships, Committee memberships / Chairmanships including any changes in their positions. Relevant details of the Board of Directors as on 31 March 2019 are given below.

Name of the Director / DIN

Category Attendance Particulars Committee chairmanshipsNo. of

Board meetings

held

No. of Board

meetings attended

Attendance at the

last AGM held on 29 September

2018

Director- ships

in listed entities*

Committee member-

ships

Shri Rajiv Kapoor**

DIN-00054659

Promoter/ Chairman & Managing Director Executive

5 5 Yes 1 1 -

Mrs. Deepika Kapoor**

DIN-00054799

Promoter/ Whole Time Director Executive

5 5 Yes 1 1 -

Dr. Shyam S. Sethi

DIN-01394311

Independent Director

Non Executive

5 5 No 1 4 3

Shri Mysore Siddappa Ramaprasad DIN-00842539


Non Executive

5 3 No 1 4 1

Shri Agharam Ramakrishnan Halasyam DIN-00775926


Non Executive

5 5 Yes 1 3 -

* Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

** Shri Rajiv Kapoor and Mrs. Deepika Kapoor are related to each other.

*** Details of Director (s) retiring or being re-appointed is given in notice to the Annual General Meeting.

BOARD FUNCTIONING

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. In case of business exigencies, the Board’s approval is taken through circular resolutions. The circular resolutions are noted at the subsequent Board Meeting. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the meeting with the approval of the Board.

Information placed before the Board

The Company provides the information as set out in Regulation 17 read with Part A of Schedule II of the Listing Regulations to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as part of the agenda papers in advance of the respective Meetings or by way of presentations and discussions during the Meetings.

The Board has complete access to all the information available within the Company. The following information, inter-alia, is provided periodically by the management to the Board for its review:

Quarterly/Half yearly/Yearly financial results and items arising out of Annual Accounts.

Proceedings of various Committees of the Board (on quarterly basis)




Internal/External Audit findings & recommendations (on quarterly basis)

Report on Share Capital Audit (on quarterly basis). Related Parties Transactions (on quarterly basis).

Compliance Reports: Share Capital Audit, Investors Complaints, Corporate Governance, Transfer/ Transmission/

Demat of shares (on quarterly basis).

Annual Report (on Annual basis)

Capital and Revenue Budgets (on Annual basis).

Overall business scenario, operations of the company (on quarterly basis).

Sales Forecast, Margin outlook etc. (on quarterly basis).

Global growth plans. (as and when required).

Codes and Policies. (as and when required).

NUMBER OF BOARD MEETINGS

Minimum four prescheduled Board meetings are held every year. Additional meetings are held to address specific needs of the Company. During the financial year 2018-19 the board of Directors met five times on 11.04.2018, 30.05.2018, 04.08.2018, 05.11.2018 and 12.02.2019. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

ROLE OF INTERNAL AUDITOR

Rasandik has an adequate Internal Control framework, which has been instituted considering the nature, size and risk in the business. The framework comprises, inter alia, of a well-defined organisation structure, roles and responsibilities, documented policies and procedures etc. This is complemented by a management information and

monitoring system, which ensures compliance to internal processes, as well as with applicable laws and regulations. The operating management is not only responsible for revenue and profitability, but also for maintaining financial disciple and hygiene. In order to ensure efficient Internal Control systems, the Company also has a well established independent Internal Auditor that is responsible for providing, assurance on compliance with operating systems, internal policies and legal requirements, as well as, suggesting improvements to systems and processes.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS

There are no inter-se relationships between the Board members except Shri Rajiv Kapoor and Mrs. Deepika Kapoor being husband and wife.

SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

Dr. Shyam S. Sethi, Non-executive Independent Director is holding 10,242 equity shares and Shri A. R. Halasyam, Non-executive Independent Director is holding 23,000 equity shares of ` 10/- each in the Company.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company conducts Familiarisation Programme for the Independent Directors to provide them an opportunity to familiarise with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with senior management personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

SKILL/ EXPERTISE/ COMPETENCE OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

Sl. No.

Name of Directors Expertise/Skill

1 Shri Rajiv Kapoor Detailed profile given below.2 Mrs. Deepika Kapoor Detailed profile given below.3 Dr. Shyam S. Sethi He is a B. Tech (Hons) graduate with M. Tech degree from IIT, Kharagpur. He

has Ph. D. degree from Delhi University.

He possesses around thirty years of industrial experience in India and overseas, with Companies like Kelvinator India and Whirlpool as Executive Vice President for South East Asia

Currently he is an Honorary Faculty member at IIT Delhi and is involved in Project Guidance, Faculty Selection and mentoring Ph. D. Scholars.



(i) Profile of Shri Rajiv Kapoor

Founder Promoter and Managing Director of the company and an IIT Delhi Graduate, a technocrat turned first generation industrialist

His visionary skills and foresightedness made him realise the potential for the Auto component manufacturing industry as the Government policy was for the indigenisation of the Auto components

He possesses great project management skills coupled with deep understanding of the auto component manufacturing system

It is his drive and passion for Auto component business Rasandik was borne in 1986; since then he is the main driving force behind the Company’s progress till date

He manages business operations largely concentrating on the product developments, new business opportunities, technology up-gradation, product quality and growth strategies

He pioneered the introduction of new technologies of Moving Bolster in 1992, Spot Welding Robot in 1999 and Tailor Welded Banks in 2006 in the Auto Component Sector in India. His continuous pursuit for timely supply of best quality products at competitive prices has made Rasandik a very dependable and preferred Auto component supplier in the industry

(ii) Profile of Mrs. Deepika Kapoor

An educationist having a considerable experience in Human Relations and Company Management

She serves as a woman Director on the Board

CODE OF CONDUCT

The Code of Conduct is available on the website of the Company www.rasandik.com. All Board members and senior management personnel affirm compliances with the Code of Conduct annually. A declaration signed by the Chairman to this effect is placed at the end of this report.

Adherence to ethical to ethical professional conduct is a must for every employee, including Board members and senior management personnel of Rasandik Engineering Industries India Limited. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organisation must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 also forms part of the Code of Conduct.

Sl. No.

Name of Directors Expertise/Skill

4 Shri Mysore Siddappa Ramaprasad He is a B. Sc., LLB and an Industrialist by profession

He has an experience of over 35 years

He is the proprietor of Saraswathi Rice & Oil Mills, Nanjangud, Karnataka

He is founder member of the Nanjangud Industries Association and president for 4 years

Posses rich experience in Industrial Management and thorough knowledge of Factory Act, Labour Laws and Industry related safety regulations

5 Shri Agharam Ramakrishnan Halasyam

He is a Management Graduate with an experience of over thirty-five years in industry with twenty years of experience at senior management level

He has worked with public sector Companies at management levels since 1982

He was Finance Director and Member of the Executive Board of Maruti Udyog Limited for ten years beginning from 1991

He has an expertise in treasury management, project management, project financing and business development

His highly effective management skills has resulted in creating beneficial and productive employee/management relationship

His project management skills, contract negotiation skills and his presence at the Board is of great value to the Company




SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 12 February 2019 without the presence of Non- Independent Directors and the members of management. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing agreement, following matters were, inter alia, discussed in the meeting:

- Performance of Non-Independent Directors and Board as a whole.

- Performance of the Chairman of the Company after taking into consideration the views of Directors.

- Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Chairman and Managing Director

His primary role is to provide leadership to the Board in achieving goals of the Company. He is responsible for transforming the Company into a world-class organisation. He is responsible, inter-alia, for the working of the Board and for ensuring that all relevant issues are placed before the Board and that all Directors are encouraged to provide their expert guidance on the relevant issues raised in the meetings of the Board. He is also responsible for formulating the corporate strategy along with other members of the Board of Directors. His role, inter alia, includes:

Provide leadership to the Board and preside over all Board and General Meetings.

Achieve goals in accordance with Company`s overall vision.

Ensure that Board decisions are aligned with Company`s strategic policy.

Ensure to place all relevant matters before the Board and encourage healthy participation by all Directors to enable them to provide their expert guidance.

Monitor the core management team.Non-Executive Directors (including Independent Directors) play a critical role in balancing the functioning of the Board by providing independent judgements on various issues raised in the Board Meetings like formulation of business strategies, monitoring of performances, etc. Their role, inter- alia, includes:

Impart balance to the Board by providing independent judgement.

Provide feedback on Company’s strategy and performance.

Provide effective feedback and recommendations for further improvements.

Appointment / Re-Appointment of Directors:

In terms of Regulation 36(3) of SEBI (LODR) Regulations, a brief resume of director proposed to be re-appointed / appointed, nature of their expertise in specific functional areas, other directorships and committee memberships, shareholdings and relationships, if any, with other directors are provided in the Notice convening the ensuing annual general meeting of the Company.

COMMITTEES OF THE BOARD

Rasandik has following Board level committee

A) Audit Committee,B) Nomination and Remuneration Committee,C) Stakeholders Relationship Committee, andD) Corporate Social Responsibility CommitteeThe Board has constituted the above mandatory committees. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The minutes of the Committee Meetings are placed before the subsequent Board meetings.

Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below.

(A) Audit Committee

Composition

Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Economics, Risk and International Finance. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

The Company has a qualified and Independent Audit Committee. The Committee deals with accounting matters, financial reporting and internal controls.



(a) Composition, category and Attendance record during the year

The Audit Committee met 4 times during the financial year 2018-19. The maximum gap between two meeting was not more that 120 days. The Committee met on 30.05.2018, 04.08.2018, 05.11.2018 and 12.02.2019. The requisite quorum was present at all the Meetings. The members of the audit Committee was present at the last Annual General Meeting of the Company held on 29-09-2018.

The table below provides the attendance of the Audit Committee members:

Sl. No.

Name Category Position No. of Meetings Attended

1 Dr. Shyam Sunder Sethi Non Executive - Independent Director Chairman 4 of 42 Shri Mysore Siddappa Ramaprasad Non Executive - Independent Director Member 4 of 43 Shri Agharam Ramakrishnan

HalasyamNon Executive - Independent Director Member 3 of 4

4 Shri Rajiv Kapoor Executive - Chairman cum Managing Director

Member 4 of 4

Mr. Pradeep Chandra Nayak, Company Secretary acts as the secretary of the Committee.

(b) Role of Audit Committee

The role of the audit committee includes the following:

i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

ii. Recommendation to the Board for appointment, remuneration and terms of appointment of auditors of the Company;

iii. Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors;

iv. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub section (3) of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly / annual financial statements before submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the Company with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary; xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;




xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv. Discussion with the Internal Auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

xvi. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and Creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

In addition, reviewing of such other functions as envisaged under Section 177 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended and Regulation 18 of SEBI (LODR) Regulations.

(B) Nomination and Remuneration Committee (NRC)

The Board of Directors had constituted a Remuneration Committee. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

Composition:

As at 31 March 2019, the NRC consists of the following directors as its members with majority of non-executive independent directors:

Sl. No.

Name Category Position No. of Meetings Attended

1 Dr. Shyam Sunder Sethi Non Executive -Independent Director Chairman 2 of 22 Shri Mysore Siddappa Ramaprasad Non Executive -Independent Director Mem ber 1 of 23 Shri Agharam Ramakrishnan

Halasyam*Non Executive -Independent Director Mem ber 2 of 2


During the year, the Nomination and Remuneration Committee met on 5 November 2018 and 12 February 2019.

Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy, relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

ii. While formulating the policy in point (i) above, the Committee shall ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;



iii. Ensure that the policy mentioned in point (i) and (ii) above, are disclosed in the Board’s Report.

iv. Formulation of criteria for evaluation of Independent Directors and the Board;

v. Shall carry out evaluation of every Director’s performance.

vi. Devising a policy on Board diversity;

vii. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

viii. Whether to extend or continue the terms of appointment of the independent director, on the basis of the report of performance evaluation of the independent directors.

ix. Issue and allotment of shares against exercise of stock options

Remuneration Policy:

i) Remuneration to Executive Directors:

The appointment and remuneration of Executive Directors including Chairman and Managing Director and Whole-time Director is governed by the recommendation of the Remuneration and Nomination Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of Chairman and Managing Director and Whole-time Director are approved by the shareholders at the Annual General Meeting and General Meetings respectively.

Presently, the Company does not have a stock options scheme for its Directors.

Particulars of remuneration paid to executive directors during the financial year 2018-19:

Sl. No.

Name Designation Remuneration (` in lakhs)

1 Shri Rajiv Kapoor Executive - Chairman & Managing Director 60.002 Mrs. Deepika Kapoor Executive – Whole-time Director 24.00

ii) Remuneration to Non-Executive Directors (including Independent Director):

The Non-executive directors are paid remuneration by way of sitting fees. Sitting fee is paid to the Non-executive directors for every meeting attended by them, which is within the limits, prescribed under the Act, 2013.

Details of shareholdings of non-executive directors in the Company as on 31 March 2019 and particulars of sitting fees / commission paid to the non-executive and independent directors during the financial year 2018-19 are as follows:

Sl. No.

Name of Director Sitting Fee Commission No of Equity Shares held

1 Dr. Shyam Sunder Sethi 150,000 NIL 10,2422 Shri Mysore Siddappa Ramaprasad 75,000 NIL 03 Shri Agharam Ramakrishnan Halasyam 150,000 NIL 23,000

There were no pecuniary relationships or transactions with the non-executive directors’ vis-a-vis the Company during the year under review, except payment of sitting fees.

PERFORMANCE EVALUATION

The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors.

In compliance with Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 of the Listing Agreement, the performance evaluations of all the Independent Directors have been done by the entire Board, excluding the director being evaluated.




On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

REMUNERATION OF DIRECTORS, KMP/OTHER EMPLOYEE

On the appointment or re-appointment of Managing Director, Whole-time Director and KMPs, the Committee will recommend to the Board for their approval, the remuneration to be paid to them. The Committee shall recommend to the Board, all remuneration to be paid to the Senior Management Personnel. The remuneration to all other employees shall be as per HR policy of the Company.

The annual increment of remuneration for Managing Director/ Whole-time Directors shall be made on the basis of the resolution approved by the shareholders. The annual increment in Salary of KMP (other than Managing Director/ Wholetime Directors), Senior Management Personnel shall be recommended by the Committee to the Board. The annual increment in Salary for all other employees shall be made as per HR policy of the Company.

The level and composition of remuneration as determined by the Committee shall be reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully.

REMUNERATION TO NON EXECUTIVE DIRECTORS

Sitting Fees

The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The quantum of sitting fees will be determined as per the recommendation of Nomination and Remuneration Committee and approved by the Board of Directors of the Company. Further, the boarding and lodging expenses shall be reimbursed to the Directors.

(C) Stakeholders’ Relationship Committee (SRC)

The Stakeholders Relationship Committee comprises of three Directors. Dr. Shyam Sunder Sethi, Independent Director is the Chairman of this Committee. The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings. During the Financial year 2018-19 meetings were held on 30.05.2018, 04.08.2018, 05.11.2018 and 12.02.2019.

Sr No

Name Category Designation No. of Meetings Attended

1 Dr. Shyam Sunder Sethi Independent Director Chairman 4 of 42 Shri Mysore Siddappa Ramaprasad Independent Director Member 3 of 43 Shri Agharam Ramakrishnan Halasyam Independent Director Member 4 of 4

Mr. Pradeep Chandra Nayak, Company Secretary, acts as the secretary of the Committee.

The SRC oversees and reviews all the matters connected with share transfers, issue of duplicate share certificates, non-receipt of Annual Report, and other issues pertaining to shares. Complaints received and redressed during the year 2018-19. All the queries and complaints received during the financial year ended 31 March 2019 were duly redressed and no queries were pending at the year end. All requests for dematerialisation of shares were carried out within the stipulated time period

and no share certificate was pending for dematerialisation

DetailsofsittingfeespaidtotheDirectors(NonExecutive)forthefinancialyear2018-2019isasunder:

Sl. No.

Name Category Sitting Fees

1 Dr. Shyam Sunder Sethi Independent Director 150,002 Shri Mysore Siddappa Ramaprasad Independent Director 150,0003 Shri Agharam Ramakrishnan Halasyam Independent Director 75,000

Apart from payment of sitting fee for attending the meetings of the Board/Committee of Directors, no other remuneration has been paid to the Directors.

During 2018-19, the Company did not advance any loan to any of its Directors.

During the year, there were no other pecuniary relationship of transactions of Non executive directors vis a vis the company. The Company has not granted any stock option to its non Executive directors.



The constitution of the Stakeholders’ Relationship Committee and terms of reference are as prescribed under Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Scope of the Committee:

i. The Committee investigates and resolves shareholders’ grievances relating to transfer, transmission, dematerialisation and re-materialisation of shares, issue of duplicate share certificates, non-receipt of annual report, non-receipt of declared dividend and other matters relating to the shareholders/investors.

ii. The Committee meets for transfer of shares beyond the above limit/ transmission of shares/ issue of duplicate share certificate(s) in case of loss of share certificate(s) / split up of shares/re-materialisation of shares and for any other grievances on need basis.

iii. The details of correspondence of shareholders / SEBI / Stock Exchanges or any other authority are being provided to the Committee along with MIS and all complaints are responded by the Company / Registrar & Share Transfer Agent appropriately.

iv. The Company has to obtain the following certificates / Reports from Practicing Company Secretary: (a) Certificate for compliance of share transfer formalities by the Company pursuant to Regulation 40(9) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 on half-yearly basis; (b) Reconciliation of Share Capital Report for reconciliation of the share capital of the Company pursuant to SEBI’s circular

on quarterly basis. v. The dividend request / dividend warrant revalidation, dematerialisation/ re-materialisation of Shares and other requests of

shareholders are generally processed on weekly basis or at an earlier date on need basis. As required by SEBI (LODR) Regulations, Mr. Pradeep Chandra Nayak, Company Secretary is the compliance officer of the

Company, who oversees the redressal of investor grievances.

(D) Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee was constituted by the Board and the Composition of CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year, CSR Committee met one time on 12.02.2019.

Composition and Category

Sr No

Name Category Designation No. of Meetings Attended

1 Shri Mysore Siddappa Ramaprasad Independent Director Chairman 1of 12 Shri Shyam Sunder Sethi Independent Director Member 1of 13 Mrs. Deepika Kapoor Whole Time Director Member 1of 1


The role of Corporate Social Responsibility (CSR) committee is as under:-

(a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company in compliance with the Companies Act, 2013 and rules thereunder.

(b) Recommend the amount of expenditure to be incurred on the activities as above, and (c) Monitor the CSR Policy of the company from time to time.

INVESTOR GRIEVANCE REDRESSALDuring the Financial Year 2018-19, the Status of the Complaint received/solved as follows:

Complaints pending as on 1st April, 2018

Complaints received during the year

Complaintsdisposedoffduring the year

Complaints pending as on 31 March, 2019

0 0 0 0




SHAREHOLDERS INFORMATION

GENERAL BODY MEETING

Details of last three Annual General Meetings (AGM) / Extra-Ordinary General Meetings (EGM) and Postal Ballot:

Year Type Date of Meeting

Venue of Meeting Special Resolution passed

2016-17 32nd AGM 30.09.2016

at 10 AM

Conference Hall, Saras Tourist Complex, Damdama, Sohna Haryana

2017-18 33rd AGM 29.09.2017

at 10 AM


Appointment of Shri Agharam Ramakrishnan Halasyam (Din: 00775926) as an Independent Director in terms of Section 149 of the Companies Act, 2013

Re-Appointment of Shri Rajiv Kapoor (Din: 00054659) as Managing Director designated as Chairman and Managing Director

Postal Ballot 10.01.2018 Further Issue of Securities through a Qualified Institutions Placement

Appointment of Mrs. Deepika Kapoor as Whole-time Director of the Company

EGM 28.03.2018

at 9 AM


Issuance of 1,094,000 equity shares on preferential basis to non-promoters

2018-19 EGM 30.06.2018

at 9 AM


Further Issuance of 156,000 Equity Shares on Preferential Basis to promoters.

34th AGM 29.09.2018

at 10 AM


Postal Ballot 20.12.2018 1. Continuation of Shri Agharam Ramakrishnan Halasyam (Din 00775926) as an Independent Director

2. Continuation of Dr. Shyam Sunder Sethi (Din 01394311) as an Independent Director

3. Re-Appointment of Mrs. Deepika Kapoor (Din: 00054799) as Whole-Time Director of the Company

Resolution passed through Postal Ballot

Resolution passed during 2018-19:

Pursuant to section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and administration) Rules, 2014, the Company had conducted the following voting through Postal Ballot (Including Electronic Voting) and sent the Postal Ballot form to members. The following resolutions were passed through Postal Ballot:-

Pursuant to the requirement of Sub-Regulation 17(1A) in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies (Amendment) Act, 2017 w.e.f. 12.09.2018: In view of said regulation, continuation of Shri Shyam S. Sethi and Shri A R Halasyam, who have attained the age of 75 years respectively and thereafter shall require the approval of members by way or a Special Resolution.

1. Continuation of Shri Agharam Ramakrishnan Halasyam as an Independent Director

Items approved by the shareholders Date of Passing of Resolution

Ordinary/ Special Resolution

Continuation of Agharam Ramakrishnan Halasyam (Din 00775926) as an Independent Director

20 December 2018 Special Resolution



2. Continuation of Dr. Shyam Sunder Sethi as an Independent Director



Continuation of Dr. Shyam Sunder Sethi (Din 01394311) as an Independent Director

20 December, 2018 Special Resolution

3. Re-Appointment of Mrs. Deepika Kapoor as Whole-Time Director of the Company



Re-Appointment of Mrs. Deepika Kapoor (Din: 00054799) as Whole-Time Director of the Company

20 December 2018 Special Resolution

PROCEDURE FOR POSTAL BALLOT

Where a Company is required or decides to pass any resolution by way of Postal Ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons thereof and requesting them to send their assent or dissent in writing on a Postal Ballot because Postal Ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice. Your Company has followed the aforesaid procedure stipulated in the Companies Act, 2013 and has carried out Postal Ballot for the item mentioned above.

MEANS OF COMMUNICATION TO SHAREHOLDERS:

a) Newspapers: The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers viz, Financial Express and Veer Arjun.

b) News Release and Presentation: The Company releases presentation and news to enable the stakeholders to appreciate the important developments and updates about the Company. News releases, presentations are displayed on the company’s website www.rasandik.com.

c) Website: The Company’s website www.rasandik.com contains a separate dedicated section “Investors” where shareholders information is available. Quarterly and annual financial results, annual report are also available on the website. Press releases made by the Company from time to time are also displayed on the website.

d) Annual Report: Annual Report containing, inter alia, Board’s report, auditors’ report, audited financial statements and other important information is circulated to members and others entitled thereto. The Annual

Report is also available on website of the Company. Verbatim copy of financial statements, reports etc are circulated in this Report and the same shall be deemed as signed copy.

e) Website of the Stock Exchange: Disclosures and filing with the BSE Limited (BSE) by the Company are also hosted on website of the said stock exchange.

f) Disclosures: The Company also informs by way of intimation to the Stock Exchange all price sensitive matters or such other matters which in its opinion are material and have relevance to the shareholders.

g) Communication to shareholders on email: As mandated by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report etc. were sent to the shareholders at their email address, as registered with their Depository Participants/ Company/ RTA. This helped in prompt delivery of document, reduce paper consumption, save trees and avoid loss of documents in transit.

SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralised web based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge compliant against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI. Exclusive email ID for investors: The Company has designated the email id [email protected] exclusively for investor servicing, and the same is prominently displayed on the Company`s website www.rasandik.com




GENERAL SHAREHOLDER INFORMATION

Company Registration Details

The Company is registered in the State of Haryana, India. The Corporate Identification Number (CIN) allotted by the Ministry of Corporate Affairs (MCA) is L74210HR1984PLC032293.

Annual General Meeting for the Financial Year 2018-19

Date and Time Monday, 30 September 2019Venue Conference Hall, Saras Tourist Complex, Damdama, Sohna, HaryanaFinancial Year 1 April 2018 to 31 March 2019Book closure dates 24 September 2019 to 30 September 2019Last date for receipt of proxy form Friday, 27 September 2019

Tentative Calendar for Financial Year ending 31 March 2020

The tentative date for Board Meetings for consideration of Quarterly financial Results is as follows:

S No Particulars of Quarter Tentative Dates1 Quarter ending 30 June 2019 0n or before 14 August, 20192 Quarter & Half year ending 30 September 2019 0n or before 14 November, 20193 Quarter & nine months ending 31December 2019 0n or before 14 February, 20204 Quarter & Year ending 31 March 2020 0n or before 30 May 2020

Book Closure

The dates of Book Closure are from 24 September 2019 to 30 September 2019 (Both days are inclusive).

Dividend: No Dividend declared for the financial year 2018-2019.

Dividend Payment History

The Table below highlights the history of Dividend declared by the Company in the last 10 financial years:

S No

Financial year Date of Declaration of Dividend Amount declared per share

1 2008-2009 No Dividend Declared NIL2 2009-2010 No Dividend Declared NIL3 2010-2011 No Dividend Declared NIL4 2011-2012 No Dividend Declared NIL5 2012-2013 No Dividend Declared NIL6 2013-2014 No Dividend Declared NIL7 2014-2015 No Dividend Declared NIL8 2015-2016 No Dividend Declared NIL9 2016-2017 No Dividend Declared NIL10 2017-2018 No Dividend Declared NIL

Unpaid / Unclaimed Dividend of the Company for Previous Years

During the year under review, the Company has no unclaimed dividend standing to be transferred to the Investor Education and Protection Fund.

As per Section 123 of the Companies Act, 2013, the Company is required to transfer the balance amount of dividends remaining unpaid/ unclaimed for a period of 7 years from the due date to the Investor Education Protection Fund (IEPF) set up by the Central Government. It is important to note that no claim shall lie against the Company or IEPF, once amount is transferred to IEPF. No amount standing in the unpaid/ unclaimed dividend for a period of 7 years.



Any person, whose unclaimed dividend has been transferred to the Fund, may claim such shares / dividend from the IEPF Authority by submitting an online application in Form IEPF-5 available on the website www.iepf.gov.in along with fee specified by the Authority from time to time in consultation with the Central Government.

Dematerialisation of Shares and Liquidity

97.023 % of the equity shares of the Company have been dematerialised (NSDL 68.014% and CDSL 29.009 %) as on 31 March 2019. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have an option to dematerialise their shares with either of the Depositories. The status of Demat is given below:

Demat / Physical Status No of Shares %Held in Demat form in CDSL 1,733,315 29.009Held in Demat form in NSDL 4.063.862 68.014Physical 177,823 2.976Total No of Shares 5,975,000 100.00

Dematerialisation of Shares – Process

Shareholders who continue to hold shares in physical form are requested to dematerialise their shares at the earliest and avail the benefits of dealing in shares in demat form. For convenience of shareholders, the process of getting the shares dematerialised is given hereunder:

a) Demat account should be opened with a Depository Participant (DP).

b) Shareholders should submit the Dematerialisation Request Form (DRF) along with share certificates in original, to their DP.

c) DP will process the DRF and will generate a Dematerialisation Request Number (DRN).

d) DP will submit the DRF and original share certificates to the Registrar and Transfer Agents (RTA), which is Link Intime India Private Limited.

e) RTA will process the DRF and confirm or reject the request to DP/ depositories.

f) Upon confirmation of request, the shareholder will get credit of the equivalent number of shares in his demat account maintained with the DP.

Reconciliation of Share Capital Audit:

A Practicing Company Secretary carries out a Reconciliation of Share Capital (RSC) Audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The report was placed before the board for perusal.

The RSC audit report confirms that the total issued and listed capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Registrar and Share Transfer Agent (RTA)

The Company has appointed M/s. Link Intime India Private Limited as Registrar and Share Transfer Agent (RTA) to take care of share transfer related matters, dematerialisation / re-materialisation of Shares, etc. Investor may contact the RTA at the below mentioned address:

Link Intime India Private Limited

1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058E-mail id : [email protected] Tel No: +91 011-41410592, 93, 94Website: www.linkintime.co.in

Price of Shares and Market Capitalisation:

The closing price of the Company’s share as on 31 March 2019 on the Stock Exchanges are given below:

S No

Name of the stock exchanges Share price (`) Market Capitalisation

(` in Crores)1. BSE Limited ("BSE") ` ` 120.85 ` 72.21 Crs




Listing on Stock Exchanges:

The equity shares of the Company are listed and traded on the following Stock Exchanges:

S No

NAME & ADDRESS OF STOCK EXCHANGES STOCK / SCRIP CODE

1. BSE Limited (“BSE”)

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai – 400001

Tel. No. 022-22721233/34

Fax: 022-22721919

522207

Share Price Data:

The monthly High/Low Prices and Volume during the financial year 2018-19:

Month Open High Low Close No. of Shares No. of TradesApr-18 216.85 246.85 206.05 238.50 30,960 362May-18 246.60 250.20 215.75 215.75 36,318 372Jun-18 205.00 205.00 151.05 157.70 42,614 513Jul-18 163.00 182.00 148.75 172.95 13,075 236Aug-18 172.00 172.00 140.00 148.35 21,327 331Sep-18 154.00 154.90 127.90 133.35 21,870 308Oct-18 144.00 147.40 115.00 125.00 13,975 189Nov-18 134.90 164.90 121.00 150.60 10,531 289Dec-18 135.20 148.90 116.20 143.90 6,660 165Jan-19 130.60 143.00 107.10 117.55 23,664 253Feb-19 121.00 133.00 105.10 115.20 27,227 196Mar-19 111.10 126.00 107.15 120.85 9,719 113

Rasandik Share price movement on BSE Period: AprIL 2018 to March 2019

300

250

200

150

100

50

-

216

158173

148133 125

151 144

Apr-18

May-18

Jun-18Jul-1

8

Aug-18

Sep-18Oct-1

8Nov-18

Dec-18Jan-19

Feb-19Mar-1

9

118 115 121

239



Share transfer system:

a. The shareholders have also been advised to contact Link Intime India Pvt Ltd, the share transfer agent of the Company (STA) about the share registry works of the Company.

b. All matters connected with the share transfer, dividends and other matters are being handled by the STA located at the address mentioned elsewhere in this report.

c. Shares lodged for transfers are normally processed within due dates from the date of lodgement, if the documents are clear in all respects.

d. All requests for dematerialisation of securities are processed and the confirmation is given to the depositories within due dates. Grievances received from investors and other miscellaneous correspondences relating to change of address, mandates, etc., are processed by the STA within 7 days.

e. Certificates are being obtained and submitted to Stock Exchanges, on half-yearly basis, from a Company

Secretary-in-practice towards due compliance of share transfer formalities by the Company within the due dates, in terms of Regulation 40(9) of SEBI (LODR) Regulations.

f. The Company, as required under Regulation 6(2)(d) of SEBI (LODR) Regulations, has designated the following e-mail IDs, namely [email protected] or [email protected] for the purpose of registering complaints, if any, by the investors and expeditious redressal of their grievances.

g. A certificate signed by the compliance officer of the STA and the company secretary towards maintenance of share transfer facility by STA in compliance with Regulation 7(3) of the SEBI (LODR) Regulations have been obtained and the same have been submitted to the Stock Exchanges.

h. Shareholders are, therefore, requested to correspond with the STA for transfer / transmission of shares, change of address and queries pertaining to their shareholding, dividend, etc., at their address given in this report.

Distribution of Shareholding as on 31 March 2019

Sr. No.

SHARES RANGE NUMBER OF SHAREHOLDERS

% OF TOTAL SHAREHOLDERS

TOTAL SHARES FOR THE RANGE

% OF ISSUED CAPITAL

1 1 to 500 3659 91.8193 418464 7.00362 501 to 1000 122 3.0615 100835 1.68763 1001 to 2000 71 1.7817 108815 1.82124 2001 to 3000 40 1.0038 103704 1.73565 3001 to 4000 21 0.527 72341 1.21076 4001 to 5000 8 0.2008 36335 0.60817 5001 to 10000 23 0.5772 174314 2.91748 10001 to ********** 41 1.0289 4960192 83.0158Total 3985 100 5975000 100

Shareholding pattern of the Company as on 31 March 2019Category Code Category of Shareholders No. of Shares %A Shareholding of Promoters and Promoters Group 1 Indian 2,724,378 45.602 Foreign 0 0

Sub Total (A) 2,724,378 45.60B Public shareholding 1 Institutions 78,100 1.312 Non- Institutions a Bodies Corporate 476,116 7.97b Individual shareholders holding nominal share capital up to Rs 2

lakhs980,415 16.41

c Individual shareholders holding nominal share capital in excess of ` 2 lakhs

1,566,214 26.21

d Any Other 149,777 2.51Sub Total (B) 3,250,622 54.40Total (A + B) 5,975,000 100




The Company has not issued any Global Depository Receipt / American Depository Receipt / Warrant or any convertible instrument, which is likely to have impact on the Company’s equity as on 31 March 2019.

PLANT LOCATIONS:

Plant I Tool Shop II Plant III Plant IV Plant V13,14 Roz-Ka-Meo

Industrial Area,

Sohna,

Gurugram,

Haryana - 122103

1,Roz-Ka-Meo

Industrial Area, Sohna,

Gurugram,

Haryana - 122103

A-1/2-2 & A-1/2-3

Surajpur Industrial

Area, Site - B,

Greater Noida

Uttar Pradesh -201306

E-82 & 83,

MIDC, Ranjangaon,

Pune

Maharashtra - 412220

Kanwarsika, Sohna

District- Mewat,

Haryana-122103

ADDRESSES FOR CORRESPONDENCE:

CompanyatitsRegisteredoffice SHARE TRANSFER AGENTRasandik Engineering Industries India Limited

14, Roj-Ka-Meo Industrial Area, Sohna, Gurugram,

Haryana - 122103

Email: [email protected]

Link Intime India Private Limited

1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058

Tel No : +91 011-41410592, 93, 94

E-mail id: [email protected] Website : www.linkintime.co.in

OTHER DISCLOSURES

i) Related Party Transactions:

All transactions entered into with Related Parties, as defined under the Act, 2013 and SEBI (LODR) Regulations during the financial year 2018-19 were in the ordinary course of business and at arms’ length, hence do not attract the provisions of Section 188 of the Act, 2013 and the rules made thereunder.

There were no materially significant transactions with the related parties during the year, which were in conflict with the interests of the Company and that requires approval of the Company in terms of SEBI (LODR) Regulations. The transactions with the related parties, namely its promoters, its holding, subsidiary and associate companies etc., of routine nature have been reported elsewhere in the annual report.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis, where ever necessary.

A confirmation as to material Related Party Transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is sent to the Stock

Exchanges along with the quarterly compliance report on Corporate Governance.

ii) Subsidiary Companies

The Company does not have any Subsidiary Company.

iii) Disclosure of Accounting Treatment in Preparation of Financial Statements

The Company has followed prescribed Indian Accounting Standards in preparation of its financial statements.

Iv) Instances of Non-Compliances, if any:

There were no instance of non-compliance by the Company or penalty and stricture imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities on any matter related to the capital markets, during the last three years.

v) Whistle-Blower Policy / Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and in line with the best international governance practices, Rasandik has established a system through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal.

The Company has set up a Direct Touch initiative, under which all directors, employees / business associates have



direct access to the Chairman of the Audit committee. The Whistle-Blower Protection Policy aims to:

- Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

- Ensure timely and consistent organisational response.

- Build and strengthen a culture of transparency and trust.

- Provide protection against victimisation.

vi) Total Fee Paid to the Statutory Auditor

An amount of ` 22 lakh p.a. was paid to statutory auditor for all services provided to the company.

vii) Prevention of Sexual Harassment Policy

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

viii) DeclarationAffirmingComplianceofProvisionsofthe Code of Conduct

The Board members and the Senior Management Personnel have fully complied with the provisions of the Code of Conduct for Directors and Senior Management Personnel during the financial year ended 31 March 2019.

ix) CEOandCFOCertification:

All the Chairman and Managing Director and Chief Financial Officer (CFO) of the Company have certified to the board on financial and other matters in accordance with Regulation 33 of the SEBI (LODR) Regulations for the financial year ended 31 March 2019.

x) Compliance with mandatory / non-mandatory requirements:

The Company has complied with all applicable mandatory requirements in terms of SEBI (LODR) Regulations. The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed elsewhere in this report.

xi) Code for Prevention of Insider-Trading Practices

In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act, 2013, the Company has formulated a comprehensive code of conduct for Prevention of Insider Trading, for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of Rasandik, and cautioning them of the consequences of violations. The Company Secretary has been appointed as the Compliance Officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

Rule 11 of the Companies (Accounts) Rules, 2014, permits circulation of annual report through electronic means to such of the members whose e-mail addresses are registered with NSDL and CDSL or the shareholders who have registered their E-mail ID with the Company to receive the documents in electronic form and physical copies sent to those shareholders whose e-mail ids have not been either registered with the Company or with the depositories.

To support this green initiative of the Government, members are requested to register their e-mail addresses, with the DPs, in case shares are held in dematerialised form and with the STA, in case the shares are held in physical form and also intimate changes, if any, in their registered e-mail addresses to the Company / DPs, from time to time.



CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

To,

The Board of Directors

Rasandik Engineering Industries India Ltd.

Sub:AnnualCertificateofCompliancefor2018-19

Sir

a) We have reviewed financial statements and the cash flow statement for the year ended 31 March 2019 and to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended on 31.03.2019 which are fraudulent, illegal or violative of the Company’s Code of Conduct.

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

d) We have indicated to the auditors and the Audit committee:

i) significant changes in such internal control over financial reporting during the year;

ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements, if any; and

iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system for financial reporting.

For Rasandik Engineering Industries India Ltd.

Sd/- Sd/-Place: Sohna, Haryana (Gautam Bhattacharya) (Rajiv Kapoor)Date : 29th May 2019 Chief Financial Officer Chairman & Managing Director

COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS

To

The shareholders of

Rasandik Engineering Industries India Ltd., Sohna, Haryana

On the basis of the written declarations received from members of the Board and senior management personnel in terms of the relevant provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby certified that both the members of the Board and the senior management personnel of the Company have affirmed compliance with respective provisions of the code of Business Conduct and Ethics of the Company as laid down by the board for the year ended 31 March 2019.

For Rasandik Engineering Industries India Ltd.

Sd/-(Rajiv Kapoor)

New Delhi, 29th May 2019 Chairman and Managing Director


Management Discussion and Analysis

Auto Components Industry In IndIA

The Indian auto industry is one of the largest in the world. Not to mention, India is currently world’s second largest two-wheeler manufacturer. The auto component industry contributes 2.3% to National GDP, providing direct employment to 1.5 Million people. The automotive industry is an engine of growth for the Indian economy. The ‘Make in India’ campaign of the government has enthused the entire manufacturing sector. Focus on ease of doing business, implementation of GST and other reforms augur well for the component manufacturing industry.

A stable government framework, increased purchasing power, large domestic market, and an ever increasing development in infrastructure have made India a favourable destination for investment. It is poised to become fourth largest manufacturer of automobiles globally after China, the US and Japan. Aimed at an holistic growth model for the automotive industry, the Automotive Mission Plan (AMP 2026) has set a target of a turnover of US$ 200 Billion by 2026 for the auto component sector backed with strong exports.

The Passenger Vehicle Industries domestic sales decline in last two quarters of 2018-19 and specifically during last quarter. The rise in fuel prices, inflation and an increase in interest rates dampened, the enthusiasm generated by the slew of new model launches by leading Original Equipment Manufacturers (OEMs).

After a slow 4% growth last year, the Commercial Vehicle Segment bounced back strongly with a 20% growth in domestic sales.

In the 3/4 Wheeler market, domestic sales grew at nearly 12% compared to 6% last year. Two-Wheeler sales have seen a robust growth at 15% compared to a modest 7% growth last year.

Revenues have risen at a CAGR of 6.8% from US$ 26.4 Billion in FY08 to US$ 51.2 Billion in FY18.

Domestic OEM supplies contribute 55.9% of the industry turnover followed by exports (26.2%) and domestic aftermarket (17.8 %). As per Automobile Component Manufacturers Association (ACMA) forecasts, automobile component exports from India are expected to reach US$ 80 Billion by 2026. The Indian auto component industry aims to achieve US$ 200 Billion in revenues by 2026.

The auto-component industry in India is today entering a new phase in terms of global exposure and adoption of technology. The priorities for the future would be to put much

greater focus on R&D, to help generate intellectual property in India where world class production quality will be given. It is important to acknowledge that a transformation is round the corner and we will have to gear up to it.

mArket sIze

The Indian auto-components industry can be broadly classified into the organised and unorganised sectors. The organised sector caters to the OEMs and consists of high-value precision instruments while the unorganised sector comprises low-valued products and caters mostly to the aftermarket category. The Indian automotive aftermarket is expected to reach Rs 75,705 Crores (US$ 13 Billion) by the year 2019-20, according to the Automotive Component Manufacturers Association of India (ACMA). These estimates are in sync with the targets of the Automotive Mission Plan (AMP) 2016-26.

According to the Automotive Component Manufacturers Association of India (ACMA), the Indian auto-components industry is expected to register a turnover of US$ 200 Billion by 2026 backed by strong exports of US$ 80 Billion by 2026, from the current US$ 11.2 Billion.

roAd AheAd

It is no secret that the pain of slowdown in the auto sector will trickle down to auto component makers, albeit with a lag. Component makers need to brace up for sharp production cuts in the near term, with their large customers cutting production. They could also face cost pressures because of technological changes in the industry.

With environmental pollution concerns mounting across the world, the push for vehicles running on alternative fuel sources has gained momentum. With battery costs plunging in last few years, Electric Vehicles (EVs) are fast emerging as a desirable option.

India’s automobile industry is set to change significantly with the implementation of BS VI emission norms and proliferation of electric vehicles (EVs). While the BS VI emission norms will have a more near-term impact, the effect of EVs will be felt in medium to long term.

ChAllenges

Indian passenger vehicle sales started on a healthy note in 2018, but weak consumer sentiments pulled down the festive demand and tweaked fiscal growth to mere 2.7 per cent to 3.4 Million units sold till March 2019. Lower sales coupled with weak outlook have impacted the demand for components



Management Discussion and Analysis (Contd.)

too that are already facing renewed pressures from a set of new safety and emission regulations. Auto experts say it’s because demand for new vehicles has been tapering off for the past few months, and negativity over the future of diesel engine may flip the $51.2 Billion industry into a negative zone.

Indian component makers are gearing up to meet the challenges of supplying new technology and equipment for stringent BS-6 emission norms coming from April 2020, and the much publicised transition to Electric Mobility, vociferously advocated by the Central government and crash test requirements for cars where overall architecture of existing vehicles will undergo a massive change. As per estimates by the Society of Indian Automobile Manufacturers (SIAM), an investment of ` 1 lakh Crores is required for upgrading to BS-VI, with 30-40% coming from component manufacture. Besides, bigger car manufacturer Maruti Suzuki has already announced plans to stop making diesel cars from next year.

Overall vehicle production in the country was 18.5% lower year-on-year in March, compared with the 18.6% increase in the year-ago period. This reaffirms that the auto sector slowdown is here to stay for some more time. Interest rate cuts and festive seasons have also failed to lift auto sales in the second half of FY19.

outlook:

India is expected to become the 4th largest automobiles producer globally. The auto components industry is also expected to become the 3rd largest in the world by 2025.

With the launch of “Make in India” initiative, the government is expected to vitalise a substantial investment in the auto component sector. Auto component sector is expected to invest around US$ 4.5 Billion for upgradation of products & keeping up with the new industry regulations.

India’s projected production is around 8.7 Million passenger vehicles per year by 2020 (with most of them being compact cars).

The auto-components industry is expected to follow OEMs in adoption of electric vehicle technologies. The global move towards electric vehicles will generate new opportunities for automotive suppliers. The mass conversion to electric vehicles may generate a US$ 300 Billion domestic market for EV batteries in India by 2030.

rIsk And ConCerns

To be sure, a significant increase in insurance expenses, fuel costs and liquidity tightening after the IL&FS crisis affected demand locally in the second half of the year. Industry insiders are confident, however, that growth will revive in FY20, with customers advancing purchases ahead of the anticipated price increases on account of implementation of BS VI emission standards from 1 April 2020. Auto ancillary face pricing pressure from OEMs. In order to negate that these players have a challenge of continuous cost reductions through innovations to stay innovative.

sWot AnAlysIs

strengths opportunities Including proven manufacturing capabilities

Improving design abilities

High production efficiency

Flexibility of Small Batch production

Use of latest technology

Operating smaller plants efficiently scheme

State-of-the-art Tool room

Scaling up capacities, products and processes

Cost competitiveness markets

Adheres to strict quality controls market

Customised solution

Massive growth Prospect in Auto Sector specially in EVs

Sourcing hub for global automobile majors

Export opportunities

Low cost advantage primarily because of low cost high skilled manpower

Rising Per capita income and easy finance boost auto sales

Rising working population

Recovery in the European and American is anticipated to give an impetus to the exports


Weakness threats High interest rates

Very high fuel prices

Cyclical downturns in the automotive industry

Volatility in the prices of metals and other inputs could erode the industry’s cost competitiveness

Intense competition from counterparts in other emerging economies may add pressure on margins of manufacturers

Low level of research and development capability

The rejection rate for Indian auto components

This fragmentation Indian auto components industry is preventing players to meet large volumes demand of global auto majors

Indian per capita incomes are still way below Asian peers

Trained man-power shortage

Indian auto component industry faces direct threat from China and Other Asian Countries

Raising steel and other raw material prices

Cost Cutting is putting pressures component maker

Pricing pressure is an industry norm globally and the same trend is continued in India

Influx of spurious parts

Shorter product life cycle

Rapidly changing technology

Looming inflation and sharp rise in input costs

Labour Unrest

Import of Chinese auto components into India

Management Discussion and Analysis (Contd.)

produCt AnAlysIs & reVIeW

Your company caters to the following Product Sectors:

Sheet Metal Components for Cars, Trucks, Tractors, Two Wheelers

E-Rickshaw

Die & Tools

TWB

InternAl Control system And theIr AdeQuACy

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition, and that transaction are authorised, recorded and reported correctly.

The Company has established the internal control system by standardising and documenting policies and procedures for all the major processes and associated key controls, for credible reporting of the financial and operating results.

operAtIng results And proFIts

Strong economic growth, low interest rates and continued focus on several measures undertaken by the Company like new product introductions, cost cutting and quality and process improvements have all resulted in the Company achieving a satisfactory performance.

FInAnCe ChArges

The Finance Costs were ` 124.60 Million in the year 2018-19 as against ` 164.63 Million in the year 2017-18.

depreCIAtIon

Current Year Depreciation was at ` 140.61 Million in comparison to ` 138.45 Million in previous year.

tAx

Tax Expenses for current year is 15.11 Million and Deferred Tax amounting to ` 21.04 Million as compared to (` 2.74) Million and Deferred Tax amounting to ` 5.29 Million in the previous year.

net proFIt

Net Profit after tax for the year 2018-19 is ` 29.03 Million as compared to Net Profit of 2017-18 is ` 12.73 Million in the previous year.

personnel

Industrial Relations at all the plants remained cordial and peaceful throughout the year. The focus of the previous year was continuous organisational development and various training programmes introduced for skill up-gradation. The Company’s focus during the year has been to improve productivity and information sharing.

CAutIonAry stAtement

Statements in this Management Discussion & Analysis that describe the Company’s objectives, expectations and predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors could make a difference to the Company’s operations include raw material availability and price, demand and pricing by the Company’s major customers, change in the Government regulations, tax regimes, economic development and other incidental factors.



Independent Auditor’s Report

To the Members of Rasandik Engineering Industries India Limited

Report on the Audit of Financial Statements

OpInIOn

We have audited the accompanying financial statements of Rasandik Engineering Industries India Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2019, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OpInIOn

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under

those Standards are further described in the Auditor’s Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

EMphASIS OF MATTER

We draw attention to note no. 34 of the accompanying financial statements regarding certain plant & equipment continued to be classified as “capital work in progress” as explained therein and possible interest liability on non-fulfilment of export obligations.

Our opinion is not modified in respect of the above matter.

KEy AudIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report

S no Key Audit Matter Auditor’s Response1 Revenue recognition: Our audit procedure included, among others,

For the year ended March 31, 2019 the Company has recognized revenue from contracts with customers amounting to ̀ 26676.10 lakhs.Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company is entitled in exchange for those goods or services. The Company has generally concluded that as principal, it controls the goods or services before transferring them to the customer. Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before the risk and rewards have been transferred.Accordingly, due to the risk associated with revenue recognition in accordance with terms of Ind AS 115 ‘Revenue from contracts with customers’, it is determined to be a key audit matter in our audit of the financial statements.

Assessed the Company’s revenue recognition policy prepared as per Ind AS 115 ‘Revenue from contracts with customers’.

Performed sample tests of individual sale transactions and traced to sales invoices, sales orders and other related documents.

Tested the provision calculations related to price revisions/increase etc., by agreeing a sample of amounts recognized to underlying arrangements with customers and other supporting documents.

To test cut off selected sample of sales transactions made pre- and post-year end, agreeing the period of revenue recognition to third party support, such as transporter invoice and customer confirmation of receipt of goods.


Independent Auditor’s Report (Contd.)

InFORMATIOn OThER ThAn ThE FInAncIAL STATEMEnTS And AudITOR’S REpORT ThEREOn

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Based on the work we have performed, if we conclude that there is a material misstatement of this other information obtained prior to the date of this auditor’s report, we are required to report that fact. This reporting is not applicable as other information is not obtained at the date of this auditor’s report.

RESpOnSIBILITIES OF MAnAgEMEnT And ThOSE chARgEd wITh gOvERnAncE FOR ThE FInAncIAL STATEMEnTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AudITOR’S RESpOnSIBILITy FOR ThE AudIT OF FInAncIAL STATEMEnTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.



Independent Auditor’s Report (Contd.)

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REpORT On OThER LEgAL And REguLATORy REquIREMEnTS

1. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The balance sheet, the statement of profit and loss including other comprehensive income, the cash flow statement and the statement of changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019

from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations on its financial position in its financial statements – Refer Note No. 32(a) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts, which were required to be transferred during the year to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the “Annexure B” a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

For v. SAnKAR AIyAR & cO.Chartered Accountants


(Ajay gupta)Place : New Delhi PartnerDated : 29th May 2019 Membership No. 090104


Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory requirements’ of our report on even date)

Report on the Internal Financial controls over Financial Reporting under clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of the Company as of 31st March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MAnAgEMEnT’S RESpOnSIBILITy FOR InTERnAL FInAncIAL cOnTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AudITORS’ RESpOnSIBILITy

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEAnIng OF InTERnAL FInAncIAL cOnTROLS OvER FInAncIAL REpORTIng

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

InhEREnT LIMITATIOnS OF InTERnAL FInAncIAL cOnTROLS OvER FInAncIAL REpORTIng

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpInIOn

The Company has represented that by virtue of its procedures it consider that its internal financial control system over financial reporting is adequate. However, the operating effectiveness of such internal financial control over financial reporting needs improvements as at 31st March, 2019 considering the essential components of internal control stated in the guidance note issued by ICAI.






Annexure “B” to the Independent Auditors’ Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our Report on even date)

i a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the Management according to a phased periodical manner, which, in our opinion, is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were noticed on such verification.

c) The title deeds of immovable properties, as disclosed in Note 2 to the financial statements on fixed assets, are held in the name of the Company.

ii As informed to us, inventories have been physically verified during the year by the management except stocks lying with third parties for which confirmation are not available. In our opinion, the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size and nature of the operations of the Company.

iii The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability

partnerships or other parties required to be covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii) (a) to (c) of the Order are not applicable.

iv The Company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has not made any investment, given any loan, given any guarantee or provided any security in connection with a loan within the provisions of section 186 of the Act.

v The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi The Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of Company’s activities.

vii a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of customs, cess and other material statutory dues with the appropriate authorities except for goods and service tax (GST). There were no arrears of undisputed statutory dues as at 31st March, 2019, which were outstanding for a period of more than six months from the date they became payable.

b) There are no disputed dues which have remained unpaid as on 31st March, 2019 in respect of income tax or sale tax or service tax or duty of customs or duty of excise or value added tax except as follows.

nature of dues Financial year ` in lacs Forum where pendingCentral Sales Tax 2014-15 39.70 Excise & Taxation officer, Mewat

viii On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of loans and borrowings to banks. The Company does not have any loans or borrowings from financial institution or government in the books of accounts at any time during the year. The Company has not issued any debentures.

ix The Company did not raise any money by way of initial / further public offer (including debt instruments) and term loans during the year. Therefore, the provisions of clause 3(xii) of the Order are not applicable.

x Based on the audit procedure performed and the representation obtained from the management, no material fraud by the Company or on the Company by its officers and employees has been noticed or reported during the year.

xi According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.


Annexure “B” to the Independent Auditors’ Report (Contd.)

xii The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable.

xiii According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv According to the information and explanations given to us, the Company has made preferential allotment / private placement of shares during the year under review.

In respect of the above issue, we further report that:

a) the requirements of Section 42 of the Companies Act, 2013, as applicable, have been complied with; and

b) the amounts raised have been applied by the Company during the year for the purposes for which the funds were raised, other than temporary deployment pending application.

xv. According to the information and explanations given to us and the representation obtained from the management, the Company has not entered into any non-cash transactions with directors or persons connected with them under section 192 of the Act. Therefore, the provisions of clause 3(xv) of the Order are not applicable.

xvi In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.






Balance Sheetas at 31st March, 2019

` in lacs

particularsnote no.

As at 31.03.2019

As at 31.03.2018

ASSETSnon current AssetsProperty, plant and equipment 2 19,880.55 20,862.62 Capital work-in-progress (Refer Note - 34) 578.04 630.15 Financial assets

Others 3 117.57 112.82 Non current tax assets (Net) 111.22 122.68 Other non-current assets 4 271.86 242.82 Total non current Assets (A) 20,959.24 21,971.09 current AssetsInventories 5 5,049.43 4,069.23 Financial assets

Trade receivables 6 3,447.03 2,730.43 Cash and cash equivalents 7 23.13 246.07 Bank balances other than above 8 32.01 30.68 Others 9 152.94 152.57

Other current assets 10 606.70 410.69 Total current Assets (B) 9,311.24 7,639.67 Total Assets (A+B) 30,270.48 29,610.76 EquITy And LIABILITIESEquITyEquity share capital 11 597.50 472.50 Other equity 10,124.49 7,621.26 Total Equity (C) 10,721.99 8,093.76 LIABILITIESNon Current LiabilitiesFinancial Liabilities

Borrowings 12 2,310.70 3,798.53 Provisions 13 135.61 137.13 Deferred tax liabilities (Net) 14 3,883.00 3,669.28 Other non current liabilities 15 1,097.56 1,216.11 Total non current Liabilities (d) 7,426.87 8,821.05 Current LiabilitiesFinancial Liabilities

Borrowings 16 5,673.15 5,927.52 Trade payables - Dues to 17

Micro Enterprises and Small Enterprises - - Other than Micro Enterprises and Small Enterprises 3,726.36 3,391.20

Other 18 1,786.69 2,306.28 Provisions 19 119.47 109.71 Other current liabilities 20 815.95 961.24 Current tax liabilities (Net) - - Total current Liabilities (E) 12,121.62 12,695.95 Total Equity and Liabilities (c+d+E) 30,270.48 29,610.76

As per our attached report of even date.For v. Sankar Aiyar & co. For and on behalf of the Board of DirectorsChartered AccountantsICAI Firm Registration No.109208W

Ajay gupta Rajiv Kapoor dr Shyam S. SethiPartner Chairman & Managing Director Director Membership No.090104 DIN : 00054659 DIN : 01394311

gautam Bhattacharya pradeep chandra nayak Place : New Delhi Chief Financial Officer Company Secretary Dated : 29th May, 2019 ACS 15852

Rasandik Engineering Industries India LimitedcIn nO. : L74210hR1984pLc032293


Statement of Profit and Lossfor the year ended 31st March, 2019




` in lacs

particularsnote no.

year ended 31.03.2019

year ended 31.03.2018

IncOMERevenue from operations 21 26,676.10 24,732.55 Other income 22 779.87 538.20 Total Income 27,455.97 25,270.75 EXpEnSESCost of materials consumed 23 17,428.49 14,996.21 Changes in inventories of finished goods, stock in trade and work in progress

24 (64.77) 1,168.68

Manufacturing and operating expenses 25 2,961.52 1,665.83 Employee benefits expense 26 2,232.99 2,216.83 Finance costs 27 1,245.96 1,646.26 Depreciation and amortisation expense 28 1,406.13 1,384.51 Excise duty paid - 845.77 Other expenses 29 1,593.81 1,193.80 Total Expenses 26,804.13 25,117.89 Profit/ (loss) before tax 651.84 152.86 Tax expense : 30

Current tax 151.12 (27.41)Deferred tax 210.40 52.94

Profit / (loss) for the year 290.32 127.33 Other comprehensive IncomeOther comprehensive income not to be reclassified to profit or loss in subsequent periods:Re-measurement gains/ (losses) on defined benefit plans 9.49 13.84 Tax effect on above (3.32) (4.79)Other comprehensive income for the year 6.17 9.05 Total comprehensive income for the year 296.49 136.38 Earning per Equity Share of ` 10 each 31Basic (`) 4.93 2.69 Diluted (`) 4.93 2.69




Statement of Cash Flowsfor the year ended 31 March 2019

` in lacs

particulars year ended

31.03.2019 year ended

31.03.2018 cASh FLOw FROM OpERATIng AcTIvITIES:( Loss ) / Profit after exceptional Items & before Tax 651.84 152.86 Adjustments for :

Depreciation 1,406.13 1,384.51 Interest income on bank deposit (1.15) (4.36)EPCG grant income (34.97) (26.12)Profit on sale of fixed assets (10.88) (0.23)Loss on sale of fixed asset - 0.35 Balance written back of trade payable / advances (430.57) (127.34)Balance written off 335.70 - Refund claim received on Leasehold Land (153.45) - Expected credit loss provision - 2.93 Unrealised foreign exchange fluctuations - (0.38)Lease rent income (112.27) (112.27)Finance costs 1,199.79 1,595.52 Unwinding finance cost 46.17 50.74

Operating profit before working capital changes 2,896.34 2,916.21 Adjustments for :Trade receivables (1,052.30) (456.21)Inventories (980.20) 971.57 Other financial asset (5.11) 908.58 Other current/non current asset (196.01) 155.50 Trade payables 569.29 49.77 Other financial liabilities 48.14 (202.29)Other liabilities (162.77) (619.77)Provisions 17.73 2.28

Cash generated from operations 1,135.11 3,725.64 Direct taxes paid (139.66) (53.21)

net cash from Operating Activities 995.45 3,672.43 cASh FLOw FROM InvESTIng AcTIvITIES:Purchase of fixed asset including capital work in progress (461.74) (514.38)Capital advances (29.04) 26.61 Capital account - Payables (19.43) (0.49)Sale of fixed assets 100.67 0.75 Refund claim received on Leasehold Land 153.45 - Investment in fixed deposits (Net) (1.33) (4.72)Interest received 1.14 6.24 Net Cash used in Investing Activities (256.28) (485.99)



Statement of Cash Flowsfor the year ended 31 March 2019 (Contd.)

` in lacs



31.03.2018 cASh FLOw FROM FInAncIng AcTIvITIESRepayments of long term borrowings (1,836.08) (1,810.20)(Repayments) / proceeds from short term borrowings (254.37) 331.18 Proceeds of share application money - 200.00 Proceeds from issue of share capital 2,387.43 - Share issue expenses (55.69) - Interest paid (1,203.40) (1,697.92)Net Cash used in Financing Activities (962.11) (2,976.94)net Increase in cash and cash Equivalents (222.94) 209.50 Cash and Cash Equivalents (Opening Balance) 246.07 36.19 Effect of exchange differences on translation of foreign currency cash & cash equivalents

- 0.38

cash and cash Equivalents (closing Balance) 23.13 246.07 Break up of closing cash & cash equivalentCurrent Accounts 21.23 241.15 Cash in Hand 1.90 4.92

23.13 246.07 Reconciliation of liabilities from financing activities Long term Short termAs at 31.03.2018 5,598.11 5,927.52 Proceeds* - Repayments (1,836.08) (254.37)As at 31.03.2019 3,762.03 5,673.15

Note : Proceeds in case of short term borrowings reflect amount received during the year net of payment.

The Cash Flow Statement has been prepared under the ‘Indirect method’ as set out in Ind AS 7 on ‘Statement of Cash Flows’.







Statement of Changes in Equity

(A) EquITy ShARE cApITAL

` in lacs particulars AmountAs at 1.4.2017 472.50 Changes in equity share capital during the year - Balance as at 31.03.2018 472.50 Changes in equity share capital during the year 125.00 Balance as at 31.03.2019 597.50

(B) OThER EquITy

` in lacs

particulars

Reserves and Surplus Share Application

Money pending

Allotment

Total impact on Other

EquityRetained Earning

general Reserve

Securities premium Account

capital Reserve

As at April 1, 2017 6,442.60 724.74 75.00 42.54 - 7,284.88 Profit/ (loss) for the year 127.33 - - - - 127.33 Other Comprehensive Income - - - - - - Re-measurement gains (losses) on defined benefit plans

9.05 - - - - 9.05

Share application money received during the year

200.00 200.00

As at March 31, 2018 6,578.98 724.74 75.00 42.54 200.00 7,621.26 Adjustments:Profit/ (loss) for the year 290.32 - - - 290.32 Securities premium on Preferential Issue of Shares during the year

2,462.43 2,462.43

Utilised for issue expenses pertaining to Preferential Issue

- - (55.69) - - (55.69)

Other comprehensive IncomeRe-measurement gains (losses) on defined benefit plans

6.17 - - - - 6.17

Share application money received during the year

- - - - (200.00) (200.00)

(see note below)As at March 31, 2019 6,875.47 724.74 2,481.74 42.54 - 10,124.49

note

The Company has allotted 1,094,000 nos of fully paid up Equity Shares of face value of ` 10/- each for cash at an issue price of ` 203.50 per equity share (including premium of ` 193.50) to non promoters on 11th April, 2018 and 156,000 nos of fully paid up Equity Shares of face value of ` 10/- each for cash at an issue price of ` 231.50 per equity share (including premium of ` 221.50) to promoters on 4th August,2018. The total amount raised from the issue is ` 2226.29 Lakhs and ` 361.14 lakhs respectively.





Notes to Financial Statements

1. cOMpAny OvERvIEw And SIgnIFIcAnT AccOunTIng pOLIcIES

1.1 company Overview

Rasandik Engineering Industries India Limited (“the Company”) is a public limited company incorporated in India, listed on Bombay Stock Exchange (BSE). The registered office is located at 14 Roj-Ka-Meo Industrial Area Sohana Distt.Gurgaon Hr 122103. The principal activities of the Company are manufacturing of sheet metal components, muffler assemblies, fuel neck and tools & dies for motor vehicles, components and spare parts.

1.2 Basis of preparation and presentation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Companies Act, 2013, The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial statements have been prepared on historical cost convention and on an accrual basis except for the following:

i) Derivative financial instruments,

ii) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

All assets and liabilities have been classified as current or non-current as per Company’s normal operating cycle (twelve months) and other criteria set out in the schedule III to the Act.

Company’s financial statements are presented in India Rupees, which is its functional currency.

1.3 use of estimates

The preparation of financial statements requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. The management believes that these estimates and assumptions are reasonable and prudent. However, actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future period. An overview of the areas that involves a higher degree of judgment or complexity, and

of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed have been disclosed in note no. 1.4. Detailed information about each of these estimates and judgments is included in the relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

1.4 Significant Estimates and judgments

a. Depreciation and useful lives of Property, plant and equipment

Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on technical evaluation and take into account anticipated technological changes. Depreciation for future periods is adjusted if there are significant changes from previous estimates.

b. Provisions and liabilities

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change.

c. Estimation of defined benefits obligations – refer note no. 27

Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal rates as well as assumptions concerning future developments in discount rates, anticipation of future salary increases and the inflation rate. The Company considers that the assumptions used to measure its obligations are appropriate. However, any changes in these assumptions may have a material impact on the resulting calculations.



Notes to Financial Statements (Contd.)

1.5 property, plant and equipment

On transition to Ind AS, the Company had elected to measure the certain items of property, plant and equipment at its fair value and is using its fair value as its deemed cost. Items measured at fair value are plant and equipment (including CWIP), freehold land and leasehold land. Building, furniture and fixtures, office equipments, computers and vehicles are carried at previous GAAP carrying amount.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced.

Depreciation on property, plant and equipment is provided on straight-line method on the basis of estimated useful life of the assets. The expected useful life and the expected residual value are reviewed at the end of each financial year. If the expected useful life and the expected residual value of an asset are significantly different from its previous estimates, depreciation is provided on the revised depreciable amount of the assets over the remaining useful life.

The management estimates the useful lives for the tangible assets as follows:

property, plant and equipment useful lifeLeasehold land : Over the period

of leaseBuildings : 30 - 60 yearsPlant and machinery and electrical installations

: 10 - 25 years

Dies, jigs and fixtures : 15 yearsOffice equipment : 5 yearsComputer and peripherals : 3 - 6 yearsFurniture and fixtures : 10 yearsMotor vehicles : 8 years

For the above classes of assets, based on internal assessment and technical evaluation carried out, the management believes that the useful lives as given above best represent the period over which management expects to use these assets.

The residual values are not more 5% of the original cost of the assets.

*Individual assets costing ` 5,000/- or less are depreciated in full.

1.6 capital work in progress

Capital work-in-progress includes assets in the course of construction for production and/or supply of goods or services or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss.

Expenses incurred relating to project, net of income earned during the project development stage prior to its intended use, are considered as pre-operative expenses and disclosed under Capital work in progress.

1.7 Impairment of non-financial assets

Assessment is done at each balance sheet date as to whether there is any indication that an asset may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset / cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased.

1.8 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating lease.



Company as lessee:

Assets held under finance leases are initially recognised at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of profit and loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Payments made under operating leases are charged to profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

1.9 Inventories

Inventories are valued at the lower of cost or net realizable value, less any provisions for obsolescence. Cost is determined on the following basis:-

Raw Material, components, stores & spares is recorded at cost on a first-in, first-out (FIFO) basis;

Finished goods and work-in-process are valued at raw material cost plus cost of conversion and attributable proportion of manufacturing overhead incurred in bringing inventories to its present location and condition.

Scrap are valued at net realizable value.

Machinery spares (other than those qualified to be capitalized as PPE and depreciated accordingly) are charged to profit and loss on consumption.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

1.10 Financial Instruments

A. Financial asset

i. Initial recognition and Measurement

All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities, which are not fair value through profit and loss, are adjusted to the fair value on initial recognition.

ii. Subsequent measurement

Financial assets carried at Amortised cost:

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on principal outstanding.

Financial assets at Fair value through other comprehensive income (FVOCI):

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on principal outstanding.

Financial asset at Fair value through profit or loss (FVTPL):




A financial asset which is not classified in any of the above categories is subsequently fair valued through profit and loss.

iii. Impairment of financial assets

The Company assesses impairment of financial assets carried at amortised cost based on expected credit loss model (ECL). The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The Company recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses historical loss experience to determine the impairment loss allowance on trade receivables. At each reporting date, the historical observed default rates are updated and changes in the forward looking estimates are analysed.

B. Financial liabilities

i. Initial recognition and Measurement

All financial liabilities are recognized initially at fair value and in case of loans and borrowings and payables, net of directly attributable cost. Fees of recurring nature are directly recognized in profit and loss as finance cost.

ii. Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using effective interest rate method. For trade and other payable maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to short term maturity of these instruments.

C. Equity instruments

The Company measures its equity investments other than in subsidiary at fair value through profit and loss. However, where the Company’s management makes an irrevocable choice on initial recognition to present fair value gains and losses on specific equity instruments in other comprehensive income (currently no such choice made),

there is no subsequent reclassification on sale or otherwise, of fair value gains and losses to the statement of profit and loss.

D. Interest income is recognized using effective interest rate method. Dividends are recognized in the statement of profit and loss only when the right to receive payment is established.

E. Derecognition of financial instruments

The Company derecognizes financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or part of financial liability) is derecognized from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

1.11 Borrowings

Borrowings are initially recognized at net of transaction cost incurred and measured at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognized in the statement of profit and loss over the period of borrowings using the effective interest rate.

1.12 Employee Benefits

Employee benefits includes salaries and wages, provident fund, gratuity, compensated absences and other welfare and terminal benefits.

Short term employee benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits includes performance incentives, salaries and wages, bonus and leave travel allowance and other welfare and terminal benefits.

Defined contribution plans:

Contributions to defined contribution schemes such as provident fund, superannuation, etc are recognized as on expense during the year in which the employee renders the related service.



Employee State Insurance

The Company makes contribution towards employee state insurance scheme (ESIS), a defined contribution benefit plan for qualifying employees. The Company’s contribution to the ESIS is deposited by the Company under the Employees State Insurance Act, 1948. The contributions deposited with authorities are recognized as expense during the year.

Compensated absence:

Benefits comprising compensated absences as per company policy constitutes other long term employee benefits. The liability for compensated absences is provided on the basis of an actuarial valuation done by an independent actuary at the year end. Actuarial gains and losses are recognised immediately in the statement of profit and loss.

Gratuity

The Company’s gratuity plan is a defined benefit plan. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans, is based on the prevailing market yields on government securities as at the balance sheet date.

Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

- Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

- Net interest expense or income; and

- Re-measurement

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’. Curtailment gains and losses are accounted for as past service costs.

1.13 Foreign currency Transactions and translations

Functional and presentation currency

The financial statements are presented in Indian Rupee (INR), which is Company’s functional and presentation currency.

Transactions and Translations:

Transactions in foreign currencies are recognised at the prevailing exchange rates on the transactions date. Realised gains and losses on settlement of foreign currency transactions are recognized in the statement of profit and loss.

Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates and resultant exchange differences are recognized in the statement of profit and loss except exchange differences relating certain long term monetary items outstanding as at 31st March, 2017 in so far as they relate to the acquisition of fixed assets are adjusted in the carrying amount of such, in accordance with the option available to the Company under Ind AS 101.

1.14 Income tax

Current income tax

Current income tax represents the tax currently payable on the taxable income for the year and any adjustment to the tax in respect of the previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred tax

Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.




Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

1.15 Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods or services.

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractual terms and conditions. Taxes (GST) collected on behalf of the government are excluded from revenue. Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably. Revenue is disclosed net of returns, incentives and returns, as applicable.

Variable consideration includes volume discounts, price concessions, liquidated damages, incentives, etc. The Company estimates the variable consideration with respect to above based on an analysis of accumulated historical experience. The variable consideration is adjusted as and when the expectation regarding the same changes.

Sale of goods

Performance obligation in case of Revenue from sale of goods is satisfied at a point in time and is recognized when control of goods is transferred to the customers. Generally, control is transferred upon shipment of goods to the customer or when the goods are made available to the customer, provided transfer of title to the customer occurs and

the Company has not retained any significant risks of ownership or future obligations with respect to the goods shipped.

Sale of services:

In contracts involving the rendering of services, revenue is measured using the proportionate completion method when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service and are recognised net of service tax/ GST.

All other income is accounted on accrual basis when no significant uncertainty exists regarding the amount that will be received.

1.16 government grants

Grants from the Government are recognised when there is reasonable certainty that the grant will be received and all attaching conditions will be complied with.

Grants relating to property, plant and equipment are included in Non-current liabilities as deferred income and are credited to Profit and loss on fulfillment of associated condition.

1.17 Borrowing cost

Borrowing costs include interest, other costs incurred in connection with borrowing. General and specific borrowing costs directly attributable to the acquisition, construction, production or development of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.

1.18 provisions and contingent liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense



relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A contingent liability is disclosed when there is a possible obligation that arises from events and whose existence is only confirmed by one or more doubtful future events or when there is an obligation that is not recognised as a liability or provision because it is not likely that on outflow of resources will be required

1.19 Segment reporting

The Company is primarily engaged in the business of “manufacturing of components” for automobiles for Indian market which is governed by the same set of risks and returns. Hence there is only one business and geographical segment. Accordingly, segment information has not been disclosed.

1.20 Recent Accounting pronouncements

(a) Ind AS 116-Leases

Ind AS 116 Leases was notified in March 2019 and it replaces Ind AS 17 Leases. Ind AS 116 is effective for annual periods beginning on or after 1 April 2019. It sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. Lessor accounting under Ind AS 116 is substantially unchanged from today’s accounting under Ind AS 17. Ind AS 116 requires lessees and lessors to make more extensive disclosures than under Ind AS 17.

(b) Appendix C to Ind AS 12, Uncertainty over Income Tax Treatments:

On March 30, 2019, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2019 containing Appendix C to Ind AS 12, Uncertainty over Income Tax Treatments which clarifies the application and measurement requirements in Ind AS

12 when there is uncertainty over income tax treatments. The current and deferred tax asset or liability shall be recognized and measured by applying the requirements in Ind AS 12 based on the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined by applying this appendix. The amendment is effective for annual periods beginning on or after April 1, 2019.

(c) Amendment to Ind AS 19 ‘Employee Benefits:

On March 30, 2019, the Ministry of Corporate Affairs has notified limited amendments to Ind AS 19 ‘Employee Benefits’ in connection with accounting for plan amendments, curtailments and settlements. The amendments require an entity to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement and to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling. The amendment will come into force for accounting periods beginning on or after April 1, 2019, though early application is permitted.

(d) Amendment to Ind AS 12 ‘Income Taxes:

On March 30, 2019, the Ministry of Corporate Affairs has notified limited amendments to Ind AS 12 ‘Income Taxes’. The amendments require an entity to recognise the income tax consequences of dividends as defined in Ind AS 109 when it recognises a liability to pay a dividend. The income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The amendment will come into force for accounting periods beginning on or after April 1, 2019

The Company is evaluating the effect of the above amendments on its financial statement.



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3 OThER nOn-cuRREnT FInAncIAL ASSETS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 unsecuredSecurity DepositsConsidered Good 117.57 112.82 Considered Doubtful 18.78 18.78

136.35 131.60 Less: Provision for doubtful security deposits (18.78) (18.78)Total 117.57 112.82

4 OThER nOn-cuRREnT ASSETS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 ( Unsecured, Considered Good unless otherwise stated )Capital advancesConsidered good 199.37 170.33 Considered doubtful 50.75 50.75 Income tax paid under protest 72.49 72.49

322.61 293.57 Less: Provision for doubtful capital advances (50.75) (50.75)Total 271.86 242.82

5 InvEnTORIES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Raw materials 3,087.43 2,136.10 Raw materials in transit 0.40 - Work-in-progress 1,017.02 1,211.43 Finished goods 430.85 171.67 Stores and spares 511.03 546.81 Packing material 2.70 3.22 Total 5,049.43 4,069.23

6 TRAdE REcEIvABLES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 unsecuredConsidered good 3,447.03 2,730.43 Considered doubtful 275.62 275.62

3,722.65 3,006.05 Less: Provision for doubtful debts (275.62) (275.62)Total 3,447.03 2,730.43




7 cASh And cASh EquIvALEnTS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Bank balance in current accounts 21.23 241.15 Cash on hand 1.90 4.92 Total 23.13 246.07

8 BAnK BALAncE OThER ThAn 7 ABOvE

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Bank deposit with original maturity of more than 3 months but less than 12 months*

32.01 30.68

Total 32.01 30.68 * Bank deposits marked lien in favour of Bank(s) 20.12 19.43

9 OThER cuRREnT FInAncIAL ASSETS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Interest accrued and due on loans and advances 136.80 136.79 Advance to employees 16.14 15.78 Total 152.94 152.57

10 OThER cuRREnT ASSETS.

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 (Unsecured, Considered Good )Advance recoverable in cash or in kind

Considered good 23.93 10.69 Considered doubtful 5.51 5.51

Prepaid expense 40.07 40.54 Unbilled Revenue 238.54 - Advance to suppliers

Considered good 205.42 265.33 Considered doubtful 163.57 163.57

Balance recoverable from Government Authorities 98.74 94.13 775.78 579.77

Less : Provision for doubtful advances recoverable (5.51) (5.51)Less : Provision for doubtful advance to suppliers (163.57) (163.57)Total 606.70 410.69



11 EquITy ShARE cApITAL

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Authorised100,00,000 (31st March 2018 100,00,000) Equity Shares of ` 10/- each 1,000.00 1,000.00 Issued, subscribed and fully paid59,75,000 (31st March 2018 - 47,25,000) Equity Shares of ` 10/- each 597.50 472.50 Total 597.50 472.50

(a) Terms/ rights attached to equity shares

i) The Company’s equity shares have a par value of ` 10/- each. The holder of equity shares is entitled to one vote per share.

ii) The Company declares and pays dividend in Indian Rupees. The dividend when proposed by Board of Directors is subject to the approval of shareholders in the ensuing annual general meeting.

iii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive assets of the Company, if any remaining after distribution of all preferential accounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Reconciliation of number of shares outstanding

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 At the beginning of the year 47.25 47.25 Issued during the year 12.50 - Outstanding at the end of the year 59.75 47.25

c) Shares held by each shareholder holding more than 5% shares

` in lacs name of the shareholder number of Shares number of SharesRajiv Kapoor 9.51 8.10 Radhika Securities Pvt Ltd 6.51 6.51 Ganesha Securities Pvt Ltd 6.17 6.17 Siddharth Iyer 4.00 -

` in lacs % holding % holding

Rajiv Kapoor 15.92% 17.14%Radhika Securities Pvt Ltd 10.90% 13.78%Ganesha Securities Pvt Ltd 10.33% 13.06%Siddharth Iyer 6.69% -




12 nOn cuRREnT BORROwIngS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 SecuredTerm loans from Banks 3,762.03 5,598.11 Less : Current maturities of long term borrowings at the year end (Refer note no 18)

(1,451.33) (1,799.58)

Total 2,310.70 3,798.53

Rupee term loans from banks (Secured)

Corporate Loan of ` 5700 lakhs taken from Oriental Bank of Commerce (rate of interest @ 1 year MCLR plus 2.80% i.e 11.40%) secured by first charge on entire fixed assets of the Company, pledge of 1% shareholding of Mr Rajiv Kapoor (Key promoter) and personal guarantee of Mr. Rajiv Kapoor and Mrs. Deepika Kapoor. The loan is repayable in 24 unequal quarterly installments starting from 30.06.2015 and ending on 30.04.2021 in the following manner:

` in lacs particulars Installment Total4 installments in 2019-20 313.50 1,254.00 4 installments in 2020-21 406.13 1,624.50

Corporate Loan of ` 1250 Lakhs taken from Oriental Bank of Commerce (rate of interest @ 1 year MCLR plus 2.80% i.e 11.40%) secured by first charge on entire fixed assets of the Company, pledge of 1% shareholding of Mr Rajiv kapoor(Key promoter) and personal guarantee of Mr. Rajiv Kapoor and Mrs. Deepika Kapoor. The loan is repayable in 24 unequal quarterly installments starting from Dec 2016 and ending on Sep 2022 in the following manner:

` in lacs particulars Installment Total3 installments in 2019-20 58.33 175.00 4 installments in 2020-21 65.63 262.50 4 installments in 2021-22 68.75 275.00 2 installments in 2022-23 68.75 137.50

The Company has taken vehicle loans from various banks which carries interest rate @ 9% to12% per annum. The loans are secured against hypothecation of vehicles purchased. These Loans are taken for a maximum period of three years and fall due for repayment in 2019-20, 2020-21 and 2021-22.

13 nOn cuRREnT pROvISIOnS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Provision for employee benefits.

Gratuity 104.32 109.25 Leave Encashment 31.29 27.88

Total 135.61 137.13



14 dEFERREd TAX LIABILITIES (nET)

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 deferred Tax Liability :Property Plant & Equipment 4,555.95 4,641.08 Advance against Lease Rentals 43.96 59.29

4,599.91 4,700.37 deferred Tax AssetsTrade Receivable 96.31 95.38 Carry forward losses 204.90 533.38 Provision for Employee Benefit 89.13 85.43 Deferred Grant income 223.96 233.90 Items allowable on payment basis 25.37 - Deferred Rent 77.24 83.00

716.91 1,031.09 net deferred Tax Liability 3,883.00 3,669.28

15 OThER nOn cuRREnT LIABILITIES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Deferred rent 202.27 221.05 EPCG deferred grant 640.90 675.87 Advance against lease rentals 254.39 319.19 Total 1,097.56 1,216.11

16 BORROwIngS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 (Repayable on demand)SecuredFrom Banks - Working capital loans 5,673.15 5,562.56 unsecuredFrom related parties. - 364.96 Total 5,673.15 5,927.52

Working capital loan (cash credit facility) from Bank is secured by first charge on hypothecation of stocks of raw materials, stock in process, finished goods, stores & spares and receivables and personal guarantee of two directors of the Company. The same are also collaterally secured by first charge on the fixed assets inlcuding immoveable property of the Company situated at Sohna (Haryana), Pune (Maharashtra) and Gautam Budh Nagar ( Uttar Pradesh) except the immovable property ( industrial land only) charged to another bank for overdraft limit against property. Further the loan has been guaranteed by personal guarantee of two promoter dIrectors of the Company.

Loan against property taken from bank is secured by first charge( equitable mortgage ) of industrial land located at Revenue Estate, Village Kanwarsikka, Tehsil Nuh, Distt Mewat, Haryana. Further the loan has been guaranteed by personal guarantee of one promoter director of the Company.




17 TRAdE pAyABLES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Due to Micro Enterprises and Small Enterprises - - Due to Other than Micro Enterprises and Small Enterprises 3,726.36 3,391.20 Total 3,726.36 3,391.20

note

The Company has not received any information from suppliers or service providers, whether they are covered under the “Micro, Small and Medium Enterprises (Development) Act, 2006. Hence disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said Act are not ascertainable.

18 OThERS - FInAncIAL LIABILITIES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Current maturities of long term borrowings (Refer Note -12) 1,451.33 1,799.58 Interest accrued and due on borrowings 36.88 40.49 Retention monies 21.21 20.99 Security Deposits 30.00 30.00 Creditors for capital goods 17.88 233.75 Employee benefits payable 172.62 144.34 Expenses payable 56.77 37.13 Total 1,786.69 2,306.28

19 cuRREnT pROvISIOnS

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Provision for employee benefits.Gratuity 104.06 100.95 Leave encashment 15.41 8.76 Total 119.47 109.71

20 OThER cuRREnT LIABILITIES

` in lacs

particulars As at

31.03.2019 As at

31.03.2018 Statutory dues payable 519.02 632.56 Advance from customers 184.67 216.42 Advance against lease rentals 93.49 93.49 Deferred rent 18.77 18.77 Total 815.95 961.24



21 REvEnuE FROM OpERATIOnS

` in lacs



31.03.2018 Sale of products #Domestic Sales - Sheet Metal 24,418.45 21,882.71 Domestic Sales - Tools & Dies 704.26 1,653.69 Domestic Sales - Auto 126.38 175.77 Export Sales - Auto 21.13 8.84 Export Sales - Sheet Metal 188.69 147.87

25,458.91 23,868.88 Sale of services:Job Work - Sheet Metal 0.27 47.31 Job Work - Tools & Dies 102.55 112.41

102.82 159.72 Other operating revenues:Scrap Sales 1,114.37 703.95 Total 1,114.37 703.95 grand Total 26,676.10 24,732.55

# Revenue from operations for the year ended 31.03.2019 are not comparable with previous year, since sales are net of GST w.e.f 01.07.2017, whereas excise duty formed part of other expenses upto 30th June, 2017.

Reconciliation of Revenue from operations with contract price:

` in lacs



31.03.2018 contract price 26,535.70 24,601.38 Add:-Supplementary Invoice due to escalation 121.84 207.06 Unbilled Revenue 238.54 - Less:-Sales Returns 114.37 34.57 Volume Discount - 25.92 Supplementary Invoice due to De-escalation 105.61 15.40 Total Revenue from Operation 26,676.10 24,732.55




22 OThER IncOME

` in lacs



31.03.2018 Interest on bank deposits 1.15 4.36 Interest from others 5.11 7.62 Lease rent income 112.27 112.27 Keyman insurance policy - 229.27 EPCG grant income 34.97 26.12 Profit on sale of fixed assets 10.88 0.23 Foreign exchange fluctuation - 0.98 Refund claim received on Leasehold Land # 153.45 - Balances written back (Refer Note -34) 430.57 127.34 Miscellaneous income 31.47 30.01 Total 779.87 538.20

# Refund claim of ` 153.45 lacs received during the year relates to leasehold land (at Singur) carried at Nil value, being deemed cost as on 1st April, 2016.

23 cOST OF MATERIAL cOnSuMEd

` in lacs



31.03.2018 Raw Material consumed Sheet Metals:Opening stock 2,128.52 2,010.57 Add: Purchases 18,283.45 15,009.13 Less: Closing stock (3,082.63) (2,128.52)Sub Total 17,329.34 14,891.18 OthersOpening stock 7.58 8.92 Add: Purchases 96.37 103.69 Less: Closing stock (4.80) (7.58)Sub Total 99.15 105.03 Total 17,428.49 14,996.21

24 chAngE In InvEnTORIES OF FInIShEd gOOdS, wIp And STOcK In TRAdE:

` in lacs



31.03.2018 Opening stock of Work in Progress 1,211.43 1,090.66 Opening stock of Finished Goods 171.67 1,461.12 Less: Closing stock of Work in Progress (1,017.02) (1,211.43)Closing stock of Finished Goods (430.85) (171.67)Total (64.77) 1,168.68


25 MAnuFAcTuRIng And OpERATIng EXpEnSES

` in lacs



31.03.2018 Power & fuel 970.22 935.46 Stores & spares consumed 338.24 291.29 Packing & forwarding expenses 1,080.43 122.45 Job Work Charges 206.88 165.99 Repairs to :

Plant & machinery 158.98 125.55 Building 96.76 91.74 Others 103.67 88.59

Excise duty on finished goods provision - (161.55)Warranty claims, line rejections etc. 6.34 6.31 Total 2,961.52 1,665.83

26 EMpLOyEE BEnEFITS EXpEnSE

` in lacs



31.03.2018 Salaries and wages, bonus, gratuity and allowances 1,235.96 1,157.02 Payment to contractors - wages 829.44 909.79 Contribution to provident and other funds 54.68 54.63 Director's remuneration 84.00 69.00 Staff welfare expenses 28.91 26.39 Total 2,232.99 2,216.83

` in lacs



31.03.2018 1 Defined Contribution Plan:

The company has recognised the following amount in the statement of profit and loss for the yearProvident fund 47.18 46.72 Employee State Insurance 7.22 7.62 Employee welfare fund 0.27 0.29

2 gratuity (unfunded)i Change in present value of Defined Benefit obligations

- Present value of obligations at the beginning of the year 138.16 137.06 - Interest cost 10.46 10.69 - Current service cost 14.10 15.09 Actual Plan Participant contribution - - - Benefits paid (16.89) (10.84)- Past Service Cost - - - losses/(Gains) on curtailment / settlement - - - Actuarial (gain) / loss on obligations (9.49) (13.84)- present value of obligations at the end of the year 136.34 138.16





` in lacs



31.03.2018 ii Net Defined Benefit cost/(Income) recognised in Statement

of Profit and LossCurrent service cost 14.10 15.09 Interest cost 10.46 10.69 Total Defined benefit cost/(Income) included in profit /loss 24.56 25.78

iii Analysis of amount recognised in other comprehensive income / loss at year endAmount recognised in OCI, (gain)/loss beginning of Period (106.83) (92.99)Remeasurement due to :Effect of change in financial assumption 1.83 (4.73)Effect of Experience Adjustment (11.31) (9.12)Total Remeasurement recognised in OCI(Gain) / Loss (9.49) (13.84)Amount Recognised in other comprehensive income/loss at year end

(125.80) (120.68)

iv Total Defined benefit cost/(Income) included in profit /loss and Other Comprehensive Income Amount Recognised in profit /loss 24.56 25.78 Amount Recognised in OCI (9.49) (13.84)Total Net defined benefit cost/(Income) included in profit /loss 15.07 11.94

v Reconcilation of Balance Sheet AmountBalance sheet (Asset) / Liability , beginning of period 138.16 137.06 Total Charge / ( Credit ) recognised in profit / loss 24.56 25.78 Total Reimbursement recognised in OC (Income) / loss (9.49) (13.84)Benefit Paid (16.89) (10.84)Balance sheet (Asset) / Liability , End of period 136.34 138.16

vi Current / Non Current BifurcationCurrent liability 32.02 28.91 Non current liability 104.32 109.25 net Liability 136.34 138.16

vii Defined benefit obligation by participant statusActive 136.34 138.16 Total Defined Benefit Obligation 136.34 138.16

viii Sensitivity AnalysisDefined Benefit Obligation - Discount Rate + 100 basis points (7.56) (8.40)Defined Benefit Obligation - Discount Rate - 100 basis points 8.63 9.58 Defined Benefit Obligation - Salary Escalation rate + 100 basis points 8.63 9.61 Defined Benefit Obligation - Salary Escalation rate -100 basis points (7.70) (8.57)

ix Expected cashflows for next ten yearsYear-2020 32.74 Year-2021 21.72 Year-2022 14.90 Year-2023 35.45 Year-2024 12.23 Year-2025 to 2029 119.63



27 FInAncE cOSTS

` in lacs



31.03.2018 Interest expense 1,175.83 1,570.69 Other borrowing costs 23.96 24.83 Unwinding finance cost 46.17 50.74 Total 1,245.96 1,646.26

28 dEpREcIATIOn

` in lacs



31.03.2018 Depreciation of property, plant & equipment 1,406.13 1,384.51 Total 1,406.13 1,384.51

29 OThER EXpEnSES

` in lacs



31.03.2018 Rent. 78.98 80.31 Rates and taxes 24.67 42.03 Insurance . 20.19 23.18 Lease rentals - 3.06 Transportation and forwarding charges 341.80 307.05 Traveling & conveyance 192.38 188.27 Legal, professional and consultancy charges 108.78 91.07 Communication 13.48 17.84 Provision for doubtful debts - 2.93 Bad debts/recoverables written off 335.70 - Payment to auditors:

Statutory audit fees 13.00 13.00 Tax audit fees 3.00 3.00 Certification Fees 2.00 - Other services 6.00 11.00 Reimbursement of expenses 0.19 0.19

Loss on sale of fixed assets - 0.35 Amount Written off 0.10 - Bank charges 11.21 6.16 Cash discount 115.83 106.12 Net gain/(loss) on foreign currency transactions and translation 26.60 0.09 Miscellaneous expenses 299.90 298.15 Total 1,593.81 1,193.80




30 TAX EXpEnSE

` in lacs



31.03.2018 Current tax (MAT) 154.30 81.00 Excess provision of tax of previous year (3.18) (108.41)Total current tax 151.12 (27.41)Deferred Tax 210.40 52.94 Total Income tax expense 361.52 25.53 Reconciliation of effective tax rate on profit before Income taxEnacted Income tax rate 34.94% 34.61%Profit before tax 651.84 152.86 current tax as per enacted tax rate 227.78 52.90 MAT credit not taken 154.30 81.00 Previous year adjustment (2.80) (108.41)Permanent difference (53.38) 0.04 Change in enacted rates 35.62 -

361.52 25.53

31 EARnIng pER ShARE

` in lacs



31.03.2018 Computation of basic / diluted earning/ ( loss) per share is as set out below:Net Profit / (Loss) after current and deferred tax 290.32 127.33 No of Shares outstanding at the beginning of the year 47.25 47.25 No of Shares outstanding at the end of the period 59.75 47.25 Weighted average number of equity shares of ` 10/- each 58.88 47.25 EpS (`) - Basic and diluted 4.93 2.69

32 cOMMITMEnTS And cOnTIngEncIES

` in lacs



31.03.2018 a) contingent Liabilities:

i Claims against the Company, not acknowledged as debts Nil Nil Disputed demand against value added tax for FY 2012-13 - 119.01 Disputed demand against central sales tax for FY 2013-14 against C Form

- 3.36

Disputed demand against central sales tax for FY 2013-14 against C Form

39.70 -

Disputed demand against interest on Income tax for AY 2007-08 - 28.09 Dispted Income tax demand paid under protest for AY 2007-08 72.49 72.49

ii Possible interest liabilty, if the export obligations are not met under EPCG licence

1,632.78 1,340.36

b) capital commitmentsEstimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

Nil Nil

In respect of the matter in note no. 32a, future cash outflows are determinable only on receipt of judgements / decisions pending at various forums / authorities. Furthermore, there are no possibilities of any reimbursements to be made to the Company by any third party .



33 Provision of current year tax has been made in accordance with Section 115JB of the Income Tax Act, 1961. (Minimum Alternate Tax i.e. MAT). The Company is entitled to take credit in respect of MAT paid, aggregating to ` 524.13 lacs as at 31 March, 2019 (Previous year ` 385.47 lacs) within a period as provided in the Act. The MAT credit till 31 March, 2018 has been computed on the basis of actual filing and for current year it is as per provision for tax taken in the C1048 financial statement for the year ended 31 March, 2019. The credit entitlement has not been recognised as a matter of prudence.

34 Capital work in progress includes certain plant & equipment (purchased mainly for Singur Project, West Bengal) pending installation and commissioning, aggregating ` 400 lacs (PY ` 400 lacs) being carried forward at its decreased fair value as on the transition date (1.4.2016). Due to business reasons, the installation and commissioning of the said plant & equipment could not be proceeded with. In view of the long effluxion of time, during the quarter, the liability of ` 196.45 lacs payable to the supplier for erection and commissioning of the said plant & equipment has been written back to other income. The management is considering how the equipment can be appropriately put to use. However, the Company is unable to decide on the time frame for commissioning of the said plant & equipment and in the circumstances it is continued to be shown under Capital work in progress.

35 RELATEd pARTy dIScLOSuRES AS pER Ind AS 24

` in lacs



31.03.2018 Key Managerial persons (KMp)Mr. Rajiv Kapoor (chairman and Managing director)Remuneration paid 60.00 45.00 Amount payable at the year end 81.79 80.10 Loan repayble at the year end - 284.96 Mrs. deepika Kapoor (whole-time director)Remuneration paid 24.00 24.00 Amount payable at the year end 12.00 3.86 Mr. Gautam Bhattacharya (Chief Financial Officer)Remuneration paid 37.49 37.49 Amount payable at the year end 2.14 6.66 non Executive directorsMeeting fee paidDr. Shyam S. Sethi 1.25 1.00 Mr. Mysore Siddappa Ramaprasad 1.25 1.00 Mr. Agharam Ramakrishnan Halasyam 1.25 1.00 Relative of KMpMrs. Radhicka KapoorRemuneration paid 30.00 27.50 Amount payable at the year end 1.45 1.00 Mrs. Krishna Kumari KapoorLoan repayble at the year end - 80.00 The above loan was taken from late Mr. Suresh Chandra Kapoor and stands transferred to his successor Mrs. Krishna Kumari Kapoor.(Enterprise over which KMP or relaives have significant influence )ganesha Securities private LimitedAmount receivable at the year end 68.18 68.18 Radhika Securities private LimitedAmount receivable at the year end 67.41 67.41 Capital advance at the year end 152.94 152.94 ganesha Agri Farms private LimitedRent paid 72.00 72.00 Maintenance paid 18.00 18.00 Amount payable at the year end 29.00 28.75




36 OpERATIng SEgMEnT AS pER Ind AS 108

The managing director of the Company has been identified as the chief operating decision maker (CODM) as defined by Ind AS.108 - Operating Segments. The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by industry classes. Accordingly, segment information has been presented. In the opinion of the management, there is only one segment -”Auto Components” which includes products of similar nature, risks and returns. So disclosure of primary segment and geographical segment are not applicable.

Revenue from two customer was ` 16556.59 Lacs which is more than 10% of the total revenue of the Company

37 FAIR vALuE MEASuREMEnTS

(i) Financial Instruments by category

` in lacs

31st March 2019 31st March 2018

particulars FvTpLAmortized

cost FvTpLAmortized

costFinancial Assets

Trade Receivables 3,447.03 2,730.43 Cash and Cash Equivalents 23.13 246.07 Other Bank Balances 32.01 30.68 Other Financial Assets 152.94 152.57 Total Financial Assets - 3,655.11 - 3,159.75

Financial LiabilitiesLong term Borrowings 2,310.70 3,798.53 Short term Borrowings 5,673.15 5,927.52 Trade Payables 3,726.36 3,391.20 Other Financial Liabilities 1,786.69 2,306.28 Total Financial Liabilities - 13,496.90 - 15,423.53

Note : There is no item fair valued through OCI

(ii) The management assessed that the fair values of cash and cash equivalents, other bank balances, trade receivables, loans, other current financial assets, trade payables, short term borrowings, and other financial liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.

(iii) Fair value of non current other financial assets ( fixed deposits) approximates their carrying amount due to no change in redemption value.

(iv) For Financial assets and liabilities that are measured at fair value, the carrying amounts are equal to their fair values.

(v) The fair value of the financial assets and financial liabilities is included at the amount at which the instruments could be exchanged in a current market conditions between willing parties, other than in a forced or liquidation sale.

(vi) The following methods and assumptions were used to estimate the fair values:

a) The fair values for loans were calculated based on cash flows discounted using current lending rate. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risks, which has been assessed to be insignificant.

b) The fair values of non-current borrowings are based on the discounted cash flows using a current borrowing rate. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own credit risks, which was assessed as on the balance sheet date to be insignificant.

c) During the year ended March 31, 2019 and March 31, 2018, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.


(vii) Fair value hierarchy

Explanation to the fair value hierarchy

The Company measures financial instruments, such as, quoted investments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, tax free bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using their NAV at the reporting date.

Level 2 The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration included in level 3.

38 FInAncIAL RISK MAnAgEMEnT

The Company’s activities expose it to market risk, liquidity risk and credit disk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements.

(i) Financial Instruments by category

Risk Exposure arising from Measurement ManagementCredit risk Cash and cash equivalents, trade

receivables and other financial assetsAgeing analysis Credit rating

Diversification of bank deposits, credit limits and letter of credit

Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of committed credit lines and borrowing limites

Market risk - foreign exchange

Future commercial transactions recognised financial assets and liabilities not denominated in Indian rupee (INR)

Cash flow forecasting Sensitivity analysis

Forward foreign exchange contracts Foreign currency options

The management considers finance as the lifeline of the business and therefore, financial management is carried out on the basis of management information systems and reports at periodical intervals extending from daily reports to long-term plans. Importance is laid on liquidity and working capital management with a view to reduce dependence on borrowings and reduction in interest cost. Various kinds of financial risks and their mitigation plans are as follows:

Risk management

The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders.

The Company monitors capital on the basis of the following ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by Total equity (as shown in the balance sheet)




The gearing ratios were as follows:

` in lacs particulars 31 March 2019 31 March 2018Debt 9,435.18 11,525.63 Less: Cash and bank balances 23.13 246.07 Net Debt 9,412.05 11,279.56 Total Equity 10,721.99 8,093.76 net debt to equity ratio 0.88 1.39

Note- Debt is defined as long term and short term borrowing including current maturities of long term debt.

a) credit Risk

Credit risk is the risk that counterparty might not honour its obligations under a financial instrument or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily Trade Receivables). Customer credit risk is managed by each business unit location and is subject to the Company’s established policy, procedures and control relating to customer credit risk management. Company assesses the credit quality of the counterparties taking into account their financial position, past experience and other factors. Company’s business customers profile include large private automobile sector companies and Government owned entities, and accordingly its credit risk is low. Outstanding customer receivables are regularly monitored and assessed. The Company follows the simplified approach for recognition of impairment loss. Impairment allowance for trade receivables if any, is provided on the basis of respective credit risk of individual customer as on the reporting date. The movement of expected credit loss is given below:

Movement in the expected credit loss allowance

` in lacs particulars 31 March 2019 31 March 2018Balance at the beginning of the year 275.62 272.69 Movement in expected credit loss allowance on trade receivables - 2.93 Balance at the end of the year 275.62 275.62

b) Liquidity Risk

The Company determines its liquidity requirement in the short, medium and long term. This is done by drawing up cash forecast for short term and long term needs.

The Company manages its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Surplus funds not immediately required are invested in certain mutual funds and fixed deposit which provide flexibility to liquidate. Besides, it generally has certain undrawn credit facilities which can be assessed as and when required; such credit facilities are reviewed at regular basis.

The following are the remaining contractual maturities of financial liabilities as at 31st March 2019.

` in lacs

particulars On demand Less than One year

1 year to 3 year

More then 3 years

Total

Trade payables 3,726.36 3,726.36 Long Term borrowings 1,451.33 2,310.70 3,762.03 Short Term borrowings payable on demands 5,673.15 5,673.15 Other financial liabilities 335.36 335.36 Total 5,673.15 5,513.05 2,310.70 - 13,496.90




The following are the remaining contractual maturities of financial liabilities as at 31st March 2018.

` in lacs

particulars On demand Less than One year

1 year to 3 year

More then 3 years

Total

Trade payables 3,391.20 3,391.20 Long Term borrowings 1,799.58 3,386.03 412.50 5,598.11 Short Term borrowings payable on demands 5,927.52 5,927.52 Other financial liabilities 506.70 506.70 Total 5,927.52 5,697.48 3,386.03 412.50 15,423.53

The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements (if any). Except for these financial liabilities, it is not expected that cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. When the amount payable is not fixed, the amount disclosed has been determined with reference to conditions existing at the reporting date.

c) Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three type of risks: Foreign Exchange Risk, Interest Rate Risk and Other Price Risk.

i) Foreign Exchange Risk

Foreign Exchange Risk is the exposure of the Company to the potential impact of movements in foreign exchange rates. Company’s exports are exposed to foreign currency risks.

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in USD, are as follows:

` in lacs

31st March 2019 31st March 2018particulars uSd InR uSd InR

Financial Liabilities-UnhedgedForeign Currency convertible bondPayable for capital expenditure - - 2.84 184.71 net Exposure to foreign currency risk (liabilities) - - 2.84 184.71

Sensitivity Analysis

A reasonably possible strengthening (weakening) of the Rs against USD as at 31st March would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

` in lacs


particularsSensitivity

Analysis

Impact OnSensitivity

Analysis

Impact OnProfit

before TaxOther

EquityProfit

before TaxOther

EquityUSD Sensitivity (Increase) 1% 0.00 0.00 1% (1.85) (1.47)USD Sensitivity (Decrease) 1% 0.00 0.00 1% 1.85 1.47



ii) Interest Rate Risk

The Company is exposed to risk due to interest rate fluctuation, on long and Short term borrowings.

The crucial aspect of the management of interest rate risk is to protect the value of borrowings as much as possible from the adverse impact of the interest rate movements. The focus of the borrowing strategy revolves around the overwhelming need to keep the interest risk of borrowing reasonably low with a view to minimize losses arising out of the adverse interest rate movements.

Exposure to interest rate risk

` in lacs particulars 31 March 2019 31 March 2018Interest free borrowingsShort term loan from related party - 364.96

- 364.96 variable Rate borrowingsLong term borrowings from bank and other party 3,762.03 5,598.11 Working capital loan payable on demand 5,673.15 5,562.56

9,435.18 11,160.67

Sensitivity Analysis

Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates. This analysis assumes that all other variables, in particular exchange rates, remain constant and ignores any impact of forecast sales and purchases.

` in lacs


particularsSensitivity

Analysis

Impact OnSensitivity

Analysis

Impact OnProfit

before TaxOther

EquityProfit

before TaxOther

EquityInterest Rate Sensitivity (Increase) 1% (94.35) (74.93) 1% (111.61) (88.85)Interest Rate Sensitivity (Decrease) 1% 94.35 74.93 1% 111.61 88.85

iii) Other price Risk

There is no other price risk on financial instrument outstanding as on 31st Mar’2019 and hence sensitivity analysis with respect to movement in other price risk has not been given.

39 Previous period figures have been regrouped / reclassified where necessary, to conform to this year’s classification

40 AppROvAL OF FInAncIAL STATEMEnTS

These financial statements are approved by the Board of Directors on 29th May 2019





Rasandik EnginEERing industRiEs india LimitEd

(CIN: L74210HR1984PLC032293)

Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, Haryana – 122103


ROutE maP OF tHE VEnuE OF 35tH annuaL gEnERaL mEEting OF Rasandik EnginEERing industRiEs india LimitEd

attEndanCE sLiP

(To be handed over at the entrance of the Meeting Hall)

DP ID*: Folio No.:Client ID*: Number of Shares held:namE and addREss OF tHE sHaREHOLdER(s):

*Applicable for investors holding shares in electronic form

I/we being the Registered Shareholder / Proxy for the Registered Shareholder of the Company hereby record my/our presence at the 35th Annual General Meeting of the Company being held on Monday, 30th September 2019, at 10 A.M. AT CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA.

Name of Shareholder / Proxy Signature of Shareholder / Proxy

Venue: CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA.

PROXY FORm

[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Rasandik Engineering industries india Limited

(CIN: L74210HR1984PLC032293)

Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, Haryana – 122103


Name of Member(s): E-mail Id:Registered Address: Folio No. / DP ID*:- Client Id*:

* Applicable to shareholders holding shares in electronic form.

I/ We being the member(s) of ..................................................................... Shares of the above named Company hereby appoint:

(1) Name:…………….........................................................................................................................................................................

Address:........................................................................................................................................................................................

E-mail id............................................................. Signature............................................................................ or failing him/her;

(2) Name:…………….........................................................................................................................................................................

Address:........................................................................................................................................................................................

E-mail id............................................................. Signature............................................................................ or failing him/her;

as my/our proxy to attend and vote (on a poll) for me/ us and on my/our behalf at the 35th Annual General Meeting of the Members of Rasandik Engineering Industries India Limited to be held on Monday, 30 September 2019 at 10.00 A.M. at CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above proxy to vote in the manner as indicated in the box below:

dEsCRiPtiOn OF REsOLutiOns FOR* against*ORdinaRY BusinEss1. Adoption of Audited Financial Statement for the year ended 31 March 20192. Re-appointment of Shri Rajiv Kapoor (00054659), Director who retires by rotation.sPECiaL BusinEss3. Re-appointment of Shri Shyam Sunder Sethi (001394311), as Independent Director.4. Re-appointment of Shri M S Ramaprasad (000842539), as Independent Director.

Signed this ………………........................day of ..............………………….2019

Signature of shareholder ……………................................…......... Signature of proxy holder(s) …….............................................

note:

*1. Please put ‘x’ in the appropriate column against the respective resolutions. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

2. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 35th Annual General Meeting.

4. Please complete all details including detail of member(s) in above box before submission.

Affix One Rupee Revenue Stamp

Board of directorsshri rajiv Kapoor Chairman&ManagingDirector

Mrs. deepika Kapoor Director

dr. shyam s. sethi IndependentDirector

shri M. s. ramaprasad IndependentDirector

shri agharam ramakrishnan Halasyam IndependentDirector

cHief financial officerMr. Gautam Bhattacharya

coMpany secretaryMr. pradeep chandra nayak

auditorsM/s. V. sankar aiyar co. CharteredAccountants202-301,SatyamCinemaComplexRanjitNagarCommunityCentreNewDelhi110008

BanKersOrientalBankofCommerceAllahabadBank

reGistered office14,Roz-Ka-MeoIndustrialAreaSohna,Haryana122103

corporate inforMation

Sohna, Haryana 122 103