rasandik engineering industries ltd. rasandik...sohna, having facility of 800t and 500t press lines...

Rasandik Engineering Industries India Ltd. RASANDIKPassion For [email protected]'!Y.W,[§?§m:i.I!$.,.QQ_OJCIN: L74210HR1984PLC032293

REILlSE/18-19

October 1, 2018

THE STOCKEXCHANGE MUMBAI1stFLOORNEW TRADING RINGROTUNDABUILDINGP.I. TOWERS, DALAL STREETMUMBAI - 400 001

BSE Scrip Code: 522207

Sub: Submission of Annual Report for the Financial Year 2017-18 pursuant to Regulation34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements). Regulations, 2015, please find attached herewith the Annual Report of the Company for theFinancial Year ended on 31st March, 2018, as approved and adopted in the Annual GeneralMeeting of the Company held on Saturday, the 29th September, 2018 at Saras TouristComplex, Damdama, Sohna, Haryana, India.

You are requested to kindly take it on your record.

Thanking you,

Yours faithfully,FQr~"6~sandikEngineering Industries India Ltd

. 'KEN~"ITED

Pradeep Chandra NayakCompany Secreta~panySecretary

Encl: As above

Regd. Office & Plant I: 13/14, Roz-Ka-Meo 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 S, 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

Rasandik EnginEERing industRiEs india LimitEd

34th annuaL REpoRt 2017-18

Read our online version at http://www.rasandik.com/report.html scan this QR code from your smartphone to access our annual Report

Corporate informationBoard of Directors

Shri Rajiv Kapoor Chairman & managing director Mrs. Deepika Kapoor directorDr. Shyam S. Sethi independent director Shri M. S. Ramaprasad independent directorShri Agharam independent director Ramakrishnan Halasyam

Chief Financial OfficerMr. Gautam Bhattacharya

Company Secretary Mr. Pradeep Chandra Nayak

Auditors M/s. V. Sankar Aiyar Co., Chartered accountants202-301, satyam Cinema Complex Ranjit nagar Community Centre new delhi 110 008

Bankersoriental Bank of Commerce allahabad Bank

Registered Office 14, Roz-ka-meo industrial area sohna, haryana - 122 103

navigating throughCoRPoRAte oVeRView 1-16

about Rasandik Engineering industries india Limited 2

Evolving excellence across three decades 4

Consolidating on strengths. 6 Robust manufacturing footprint.

Consolidating on strengths. 8 differentiated & enriched product portfolio.

Consolidating on strengths. 10 Leveraging on technological excellence.

Chairman’s message 12

Financial highlights 14

Board of directors 16

StAtutoRy RePoRtS 17-55

notice 17

directors’ Report 22

Report on Corporate governance 35

management discussion and analysis 50

FiNANCiAl SeCtioN 56-92

independent auditor’s Report 56

Balance sheet 60

Statement of Profit and Loss 61

statement of Cash Flows 62

statement of Changes in Equity 64

notes to the Financial statement 65

Rs. 102 CRoResMarket Capitalisation as at 31 March, 2018

Today, business landscape is filled with highs and lows that test the resilience and push to overcome challenges. The experience acquired on the way to the

top makes the business stronger and better.

to operate successfully in a changing market, one needs to plan their objectives and strategies around their strengths and improve on weaknesses.

At Rasandik engineering industries india limited (also addressed as ‘Rasandik’ or ‘the Company’ across the rest of the report), we embrace opportunities by

reinforcing our core strengths. Strategy development is a continual process to make our business operations more effective.

over the years, we have consolidated our capabilities and built on the fundamentals to be at the forefront in the automotive component industry. We have grown by investing technologies and building

well-diversified product portfolio, underpinned by our excellent execution.With consistent innovation, robust infrastructure, enriched product range along with vigorous compliance

and quality standards, we are charting new pathways towards sustainable growth and value creation.

About RAsAndik engineeRing industRies indiA LimitedEstablished in 1986, Rasandik is one of the leading manufacturers of sheet metal components for automobiles over three decades. the Company’s product range comprises of 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.

Press Tools and Dies, Engineering Solution and Components Manufacturing

Laser Tailor Welded Blanks

Home Product Division Electric Vehicles

Railway & Heavy Fabrication Division

CNC Machining of Upper Draw Die of MUV Door In Progress

With innovative technology, strong research and high emphasis on quality, the Company has today evolved as a key player in the automotive component industry. Rasandik has five world-class manufacturing units at three locations in the country, equipped with ultra-modern facilities. the Company’s objective of empowering its customers with top-of-the-line technology products has resulted in a marquee client base.

2 annual Report 2017-18

Rs. 32 CRoReseBiDtA* for 2017-18

5Business Divisions

3Manufacturing locations

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

40+Product Portfolio

1,100+workforce

522207BSe ticker

1984 year of inception

Rs. 239 CRoResNet Sales for 2017-18

1 - 16 17 - 55 56 - 92Corporate Overview Statutory Reports Financial Section

annual Report 2017-18 3

Vision 2020to build capabilities for design and manufacture of

components and aggregates for aerospace industry

missionto leverage high-end pioneering technology for meeting

the auto component requirements of the oEmsto focus on high growth railway segment

to build capabilities for electrical three wheelers based on lithium batteries

eVoLVing exCeLLenCe ACRoss thRee deCAdes

1996 obtained iso 9002

certification Entered into technical

collaboration with Yachiyo Company of Japan, for manufacturing fuel tanks for honda City, india

added 630t & 200t of mechanical presses to the then existing press lines, as a part of phased expansion drive at sohna

1994Expanded the sohna plant with 400t* and 200t mechanical presses with moving bolsters, hydraulic presses and fuel tank assembly line

1986set up manufacturing facility at sohna (gurgaon) and commenced business of fuel tanks manufacturing for “omni” model of maruti udyog Limited and LCVs 1999

set up modern state-of-the-art manufacturing facilities at surajpur greater noida, comprising of state-of-the-art press shop with lead press

introduced robot for spot welding operations for the first time in India

introduced integral transformation guns for spot welding to maintain product quality, consistency, productivity enhancement and energy efficiency

1998 Set up first robot for MIG welding

member engine mounting at its sohna plant


*t-tonnes

2003Enhanced surajpur greater noida press line capacity by setting up of an additional 1200t press

2006 set up plants at singur

(which was subsequently closed)

Established plant at pune with largest tool shop facility of 5x3m, 5 axis, gantry type CnC machining centre, 1200t link drive press line, 1600t press line, weld shop for fuel tanks, ip Beam and paint shop

Set up India’s first state-of-the-art tailor Welded Blank (tWB) machine at sohna, giving the Company, a competitive edge in Light Weighting technology

2016set up heavy Fabrication division catering to Railways

2017setup Electric Vehicles division

2009-10set up new plant at plot 1, sohna, having facility of 800t and 500t press lines

2012-13set up third tWB facility at kanwarsika, sohna

2000 set up state-of-the-art

design development centre at Roz-ka-meo sohna to carry out product design, surface modeling and die designing

invested in advanced technology and equipment such as Catia, unigraphics and hyper form software, Cad Cam software and other customised designing software

installed Cam as a part of tool room expansion plans

introduced co-ordinate layout measuring machine

started manufacturing of the large press tooling in-house

2001obtained green chain management certification and started offering the turnkey solutions for Cad/Cam/CmE including reverse engineering

2002 set up state-of-the-art tool

shop at sohna plant, ably supported by world-class technology and designing capabilities, thus becoming a one-stop shop turnkey solutions provider

obtained ts 16949 & iso 14001 certifications

Commenced manufacturing of skin panels press tools for sonalika-Rhino suV



ConsoLidAting on stRengths. Robust mAnufACtuRing footpRint.

at Rasandik, we have progressively built capacities at our state-of-the-art manufacturing units. our facilities are located across three strategic locations in india and follow internationally recognised benchmarks. these facilities are well-equipped with the latest international machinery and equipment for testing, providing cutting-edge technical solutions and enabling us to deliver best quality products.

50%Average Capacity utilisation

72,000 mt*total Press Shop Capacity

36,000 mttotal tailor welded Blanks Capacity

5,00,000 unitstotal Home Product Division Capacity

3,600 VehiCLestotal electric Vehicles Capacity

*mt-metric tonnes


loCAtioN Roz ka meo industrial area, sohna

surajpur industrial area, greater noida

E-82 & 83, midC, Ranjangaon, pune

DiViSioNS & PRoDuCtS

Sheet Metal: Fuel tank and sheet metal parts and BiWtool Room: tools & dies,tailor Welded BlanksRailways: Retention tank, Front part and End Wall assembly

Sheet Metal: Fuel tank and sheet metal partsthree Wheelers: E-auto, E-Rickshawtool Room:tools & dieshome products: ironing Board, shoe Rack, hat Rack and Clothes hanger etc

Sheet Metal: Fuel tank and sheet metal parts, BiW parts and ip Beamstool Room: tools & diestailor 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)

Roz Ka Meo, Industrial Area, Sohna Surajpur Industrial Area, Greater Noida

E-82 & 83, MIDC, Ranjangaon, Pune



ConsoLidAting on stRengths. diffeRentiAted And enRiChed pRoduCt poRtfoLio.at Rasandik, we have established a strong competence by manufacturing a wide range of products. the Company has undertaken several initiatives to strengthen its impact by catering to diverse business segments. We have always been proactive by increasing focus on differentiated products and meet the ever-evolving needs of our customers.

Our wide array of productsPress tool engineering Solution and Components Manufacturing

Press Tool & Dies

Chassis Parts

Jack

Skin Panels

BIW Parts

Fuel Tanks

Tractor Parts

CNC Machining of Upper Draw Die of MUV Door In Progress


Laser Tailor Welded Blanks (TWB) with Light weighting technology

high growth and high margin business, predominantly used as reinforcing components in the automotive industry, as side members, pillars, door reinforcements - door inners and Floor pans, among others

Rasandik is the pioneer and leader in Laser tailor Welded Blanks

Reduces tooling costs and lead time in product development

Results in higher productivity in press shop and body shop improves resistance to corrosion behaviour Reduces spot welding/ sealing Leads to better utilisation of steel (approx. 25~35%) and its

differential strengths Results in scrap reduction and a lighter vehicle

Railway and Heavy Fabrication Division End Wall assembly Front part Water tank Ceiling Luggage Racks Bio Retention tank

Home Product Division home products such as ironing Board, shoe Rack, hat

Rack and Clothes hanger, among others mainly exported to sweden, the us and uk; also sold on

e-commerce platforms such as amazon, snapdeal, Flipkart, pepperfry etc. in india

electric Vehicles introduced the concept of e-auto and e-rickshaw segment

as a part of futuristic approach to produce zero-emission vehicles

no Capex required only assembling government’s initiative to form a regulatory body and

impetus towards promoting pollution-free E-Vehicles augurs well for the division



ConsoLidAting on stRengths. LeVeRAging on teChnoLogiCAL exCeLLenCe. to stay relevant and demonstrate efficiencies in business operations, embracing advanced technology is undisputable. We constantly strive for innovation and adapt latest technology to enhance quality and provide integrated automotive solutions. We have a talented team of engineers with requisite expertise in reverse engineering system, product designing and development with deep analytics and surface modelling techniques. the Company has acquired international quality certifications owing to its best-in-class product offerings.


LAtest teChnoLogy usAge in the tooLing diVision integRAted with the pRoduCt deVeLopment pRoCess

Surfacemodeling

SolidModeling

engineering analysis & Design of

components

Press tools and

Dies

welding and Checking Fixtures

Applications Software Hardware 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

Catia unigraphics solid Edge auto Cad 2002 hyper form and Ls dyna facilities

iBm Rs6000 – aiX, sgi o2 – iRiX, intEL BasEd - WindoWs Xp

Benefits: productivity improvement Reduction in process cost Consistency in product quality

Operational efficiency Faster turn-around

Product development process:



ChAiRmAn’s messAge

dear shareholders,doing more of what you do and doing it better is a key driver of business success. Your Company’s transformational growth has been led by its consistent focus on consolidating strengths and shaping the business strategies. We have set rock-solid fundamentals by building pioneering technology and meeting the auto component requirements of the oEms. the resilience of india’s growth process was on display in 2017-18 when the country recovered quickly from the impacts of two major policy events – demonetisation and the implementation of the goods and services tax (gst). the economy witnessed 6.7% gdp growth during the fiscal, with a strong recovery in investments and private consumption. the government continued with its policy reforms towards formalising the economy and has taken several measures towards benefitting the domestic manufacturing industry. the dynamics of the automotive market is undergoing a significant transformation as the industry strives to become compliant to various regulations related to emissions, safety and environment, including the transition from Bs (Bharat stage)-iV to Bs-Vi. despite the regulatory challenges, the year gone by witnessed an upswing in the overall performance of the vehicle industry. the auto component industry, in tandem, also posted an encouraging performance. the indian auto industry has further been able to create a strong domestic and international market, with strong policy support from the government through the automotive mission plan 2026 which aims to develop india as a global manufacturing centre and build an innovative R&d hub. Besides, the demand would be also driven by favourable demographics, rising disposable incomes, thrust on the ‘make in india’ initiative, abundance of skilled labour and improved access to finance. Over the next decade, the

over the next decade, the indian automotive sector is likely to contribute in excess of 12% of the country’s gdp and comprise more than 40% of its manufacturing sector.


indian automotive sector is likely to contribute in excess of 12% of the country’s gdp and comprise more than 40% of its manufacturing sector. there have been important developments in the indian Electric Vehicle Ecosystem. the government is preparing a fresh policy for promotion of electric vehicles through the national E-mobility programme so that by 2030, over 30% of vehicles are electric vehicles. the policy aims to provide an impetus to the entire e-mobility ecosystem that includes electric vehicle manufacturers, charging infrastructure development companies, fleet operators, service providers, etc. india is aptly placed to leapfrog the conventional mobility model and achieve a shared, electric and connected mobility future by capitalising on the existing capabilities and building on foundational government programmes and policies. Certainly, our enthusiasm is buoyed by the industry optimism. our entrenched strengths across all our businesses, especially in the tooling and electric vehicles segment, augur quite well for our future. We have large capacities for press tool engineering solution and components manufacturing with a diversified product range addressing to the demand form large oEms in passenger cars, tractors, 2-wheeler and commercial vehicles. We have pioneered the state-of-the-art user tailor Welding and light-weight technology that allow us to help our customers to do light weighting and reduce/optimise costs. our momentum in the EV space has also been on the upswing. keeping to our business vision of having social impact on the environment, we introduced the concept of e-auto and e-Rickshaw as a part of futuristic approach to produce zero emission vehicles. the zero-capex initiative will drive volumes and margins for the Company going ahead. We are also witnessing progress with new products and advanced technologies in

Railway and heavy fabrication business. We are already an approved vendor for 7 coach factories in india and will be developing nearly 3-5 components every year to cater to the requirements. our home product division will be driven by exports to the under penetrated markets of uk, sweden and north america as well as e-marketing initiatives for the domestic online customers. the tenacity, grit and determination of our team to succeed, stood us on solid ground during the year as we managed to ride out the year with satisfactory performance. our people give us the strength to deliver on our commitments. they help us realise our ambition through their determination and perseverance. We are constantly calibrating our growth strategies with the objective of delivering value to all our stakeholders. We look forward to strengthening our technical expertise and source higher business from our existing customers, add new customers and improve sales form our tooling division, railways as well as e-vehicles segment. We are increasing our focus on innovation to leverage our existing expertise and meet our organisational vision and goals. i take this opportunity to thank our Board, the senior management team and our staff across the organisation for their contribution to our Company. i would also like to acknowledge our shareholders for their belief in our story and staying invested with us. together, we make a formidable and sustainable enterprise. With your support, we can further consolidate our strengths and leverage upon the underlying industrial opportunities.

Regards, Rajiv kapoor Chairman & managing director



40

30

35

25

15

20

5

10

0

finAnCiAL highLights

250

200

150

100

50

0

5

6

4

3

2

1

0

2015

-16

195.05

2015

-16

28.79

2015

-16

1.14

2016

-17

214.99

2016

-17

37.47

2016

-17

4.99

2017

-18

238.87

2017

-18

31.83

2017

-18

1.36

Net Sales (` in Crores)

eBitDA Margin (%)

eBiDtA (` in Crores)

Net Profit (` in Crores)

11%yoy growth

15%yoy growth

2014

-15

206.83

2014

-15

33.31

2014

-15

5.9720

16

12

8

4

0

2015

-16

14.76

2016

-17

17.43

2017

-18

13.33

2014

-15

16.10


15

12

9

6

3

0

earning Per Share (`)

2.41

2015

-16

10.44

2016

-17

2.69

2017

-18

5

4

3

2

1

0

Debt equity

4.54

2014

-15

1.84

2015

-16

1.67

2016

-17

1.39

2017

-18

12.64

2014

-15



Dr. Shyam Sunder Sethi dr. sethi is a non-Executive

independent director on the Board and an engineer by profession

he is a B. tech (hons) graduate with m. tech degree from iit, kharagpur and 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

Mr. M. S. Ramaprasad mr. Ramaprasad is a non-

Executive independent director on the Board, 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

has rich experience in industrial management and thorough knowledge of Factory act, Labour Laws and industry related safety regulations

boARd of diReCtoRs

Mrs. Deepika Kapoor mrs. deepika kapoor is an

educationist having considerable experience in human Relation and Company management

she serves as a Woman director on the Board

Mr. A.R. Halasyam mr. halasyam is a non-Executive

independent director and 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 have resulted in creating beneficial and productive employee/management relationship which has been of great help for Rasandik

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


Notice

RASANDIK ENGINEERING INDUSTRIES INDIA LIMITED

(CIN: L74210HR1984PLC032293)Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, District - Mewat, Haryana - 122103

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

To the Shareholders

Notice is hereby given that the 34th Annual General Meeting of the Shareholders of the Company will be held on Saturday, the 29th September, 2018 at 10 a.m. at Conference Hall, Saras Tourist Complex, Damdama, Sohna, Haryana to transact the following business:

ORDINARY BUSINESS:

1. Toconsiderandifthoughtfit,topasswithorwithoutmodification,thefollowingresolutionasanOrdinaryResolution:

“RESOLVED THAT the audited balance sheet as at 31st March 2018, the statement of profit and loss and cash flow statement for the year ended on that date, together with the directors’ report and the auditors’ report thereon as presented to the meeting, be and are hereby, approved and adopted”.

2. ToconsiderpassingthefollowingresolutionasanOrdinaryResolution:

RESOLVED THAT Mrs. Deepika Kapoor (DIN: 00054799), director, who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a director of the Company.

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.

By Order of the BoarFor Rasandik Engineering Industries India Ltd.

Sd/-Place: Sohna, Haryana PradeepChandraNayakDate : August 4, 2018 Company Secretary

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 September 23, 2018 to September 29, 2018 (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.


Annual Report 2017-18 17

8. In terms of Article 108 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mrs. Deepika Kapoor retire by rotation at the ensuing Annual General Meeting and being eligible offers herself 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 Once 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, 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi - 110 028, 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 2017-18 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 22nd September 2018 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 34th Annual General Meeting to be held on Saturday, the 29th September, 2018, at 10:00 a.m. The Company has engaged the services of Link Intime India Private Limited to provide the e-voting facility.

ii. These details and instructions form an integral part of the Notice for the Annual General Meeting to be held on 29th September,2018.

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

Commencement of e-voting

End of e-voting

26th September, 2018, 9.00 A.M. IST

28th September, 2018, 5.00 PM IST

During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date (22nd September 2018), may cast their vote electronically. The e-voting module shall be disabled by CDSL after voting period ends.

18 Annual Report 2017-18

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

Instructionsforshareholderstovoteelectronically:

Log-intoe-VotingwebsiteofLinkIntimeIndiaPrivateLimited(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. ShareholdersholdingsharesindemataccountwithNSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID

b. ShareholdersholdingsharesindemataccountwithCDSL: Your User ID is 16 Digit Beneficiary ID

c. Shareholders holding shares in PhysicalForm(i.e.ShareCertificate): 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).

ForShareholdersholdingsharesinDematFormorPhysicalFormPAN 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 orPhysicalFormhaveforgottenpassword:

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”, 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 Scrutinizer 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.

• Incasetheshareholdershaveanyqueriesor issuesregardinge-voting,pleaseclickhere or you may refer the FrequentlyAskedQuestions (“FAQs”) and Instavotee-Voting manual available at https://instavote.linkintime.co.in, under Helpsection 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 dematerialized form, as on the cut-off date of 22nd September 2018 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 22nd September 2018.

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

The Scrutinizer 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 Scrutinizer’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 Scrutinizer 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 Scrutinizer’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 29th September 2018.

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:

DetailsofDirectorsseekingre-appointmentattheensuingAnnualGeneralMeetingareasfollows:

Name : Mrs. Deepika KapoorDate of Birth : 5th November 1957DateofAppointment : 10/01/1984EducationalQualification : GraduateExpertiseinspecificfunctionalarea : • An educationist having a considerable experience in Human Relations

and Company Management• She serves as a Woman Director on the Board

ListofotherCompaniesinwhichDirectorshipheld

: None

Chairman/MemberoftheCommitteesof Board of Directors of Other Companies

: Member of Corporate Social Responsibility (CSR) Committee of Rasandik Engineering Industries India Limited

NoofSharesHeldintheCompany : 54,300Relationship Mrs. Deepika Kapoor is related to Mr. Rajiv Kapoor, Chairman & Managing

Director

By Order of the BoarFor Rasandik Engineering Industries India Ltd.

Sd/-Place: Sohna, Haryana PradeepChandraNayakDate : August 4, 2018 Company Secretary



Directors’ Report

To The Members,

Your Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2018 and the Auditors Report thereon.

FINANCIALRESULTS:

The summarized working results for the year ended 31st March 2018 as compared to earlier year are as under:

(` in millions)Particulars 2017-18 2016 -17FINANCIALRESULTSTotalIncome(Gross) 2527.08 2590.03Profit Before Finance Cost, Depreciation and Taxation 318.36 374.76Finance Cost 164.63 199.66Depreciation 138.45 139.47Profit Before Tax 15.29 35.64LESS:Tax expense

Current tax (2.74) 8.20Deferred tax 5.29 (21.89)

Profit/LossAfterTax(Loss) 12.73 49.33

OPERATINGRESULTSANDTHESTATEOFCOMPANY’SAFFAIRS

During the year under review, the overall performance of the Company showed upward movement as compared to the previous year. The total revenue (gross) of the company for the year ended 31st March, 2018 was ` 2527.08 millions as compared to ` 2590.03 millions in the previous year. The profit before depreciation, finance cost, taxation is decreased to ` 318.36 millions from ` 374.76 millions in the previous year. The net profit after depreciation and finance cost is ` 15.29 millions for the current financial year as compared to profit of ` 35.64 millions in the previous year. The profit after tax is ` 12.73 millions in comparison to Profit of ` 49.33 millions in previous year.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2018 on account of plough back of profit during the year under review.

PROSPECTSFORTHECURRENTYEAR

Although demand for vehicles in India increased 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 2018-19.

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.

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.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) of 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 as Annexure together with Report of the Auditors on the compliance with the said Code.

LISTING

The Company’s Securities are listed with BSE Ltd. The company confirms that it has paid the Annual Listing Fees to the said stock exchange for the financial year 2017-18 in time and there were no arrears.

Further annual custody fee has been paid to NSDL and CDSL.

CASHFLOWSTATEMENT

As per the requirement of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.


DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Deepika Kapoor will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommends her re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 34rd Annual General Meeting of the Company.

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

DECLARATIONFROMINDEPENDENTDIRECTORS

The Company has received necessary declaration form the Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed there under.

PERFORMANCEEVALUATION

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-Executive and Independent Directors are eminent personalities having wide experience in the field of Business, Industry and Administration. Their presence on the Board is advantageous and fruitful in taking business decisions.

REMUNERATION POLICY

The Company lays down policy for selection of Directors and determining Directors independence; and the Remuneration Policy for Directors, Key Managerial Personnel & other employees.

CODEOFCONDUCT

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. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY ANDSEXUALHARASSMENTOFWOMEN

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.

No case filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTOR’SRESPONSIBILITYSTATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2018, 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) the Directors have 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 31st March, 2018 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have 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) the Directors have devised proper systems to ensure the compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively



MEETINGSOFTHEBOARD

Five meetings of the Board of Directors were held during the year. For details of the meeting of the Board, please refer to the Report on Corporate Governance. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors & one Non-Executive Director as member. The powers and role of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered during the year were in the ordinary course of business and on arm’s length basis. Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

DETAIL OF SUBSIDAIREIS, JOINT VENTURES ANDASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

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 detailed terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance.

AUDITORSANDAUDITORS’REPORTS

The Statutory Auditors of the Company M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, hold office for the fifth consecutive year in the first term 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.

The said appointment was subject to ratification by the Members at every intervening Annual General Meeting held after the said 33rd Annual General Meeting of the Company. By The Companies (Amendment) Act 2017 (vide notification dated 3rd January 2018) which has already come into force, the requirement relating to such ratification of appointment every year has been omitted.

Accordingly, the existing Statutory Auditors viz M/s. V Sankar Aiyar & Co., Chartered Accountants will continue to be the Statutory Auditors of the Company till the conclusion of 38th Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Arun Gupta & Associates, Company Secretaries, New Delhi as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed herewith and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

The details of loans given, investments made are given in the notes to the financial statement. During the year under review, the Company has neither given guarantee nor provided any security to anyone.

MATERIAL CHANGES AND COMMITMENT AFFECTINGFINANCIALPOSITIONOFTHECOMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2018.

DETAILOFSIGNIFICANTANDMATERIALORDER

No significant and material orders have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEEARNINGSAND 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.


INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

EXTRACTOFANNUALRETURN:

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.

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.

PREVENTIONOFINSIDERTRADING:

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.

PARTICULARSOFEMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of the Annual Report.

However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the

Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary at the registered office of the Company and the same will be furnished without any fee.

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 ANDPOTECTIONFUND

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 Motors 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 Ltd.

Sd/-Place: Sohna, Haryana RajivKapoorDate : August 4, 2018 Chairman and Managing Director



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

i. Measurestakenintheyear2017-18

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 optimizing 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.

• 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 utilizing alternate sources ofenergy

The Company has been continuously thriving to optimize energy consumption levels by selecting energy efficient and environment friendly technologies for its plants. Utilisation of already existing low cost source of energy for plant and administrative area is under evaluation. Further the Company uses LPG gas for its Paint Shop.

iii. Capital investment in energy conservationequipment

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

B. TECHNOLOGYABSORPTIONFOR2017-18

(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. FOREIGNEXCHANGEEARNINGSANDOUTGO

Total foreign exchange earned and used (actual)

(`)

Foreign exchange used 8,998,713/-Foreign exchange earned 15,671,346/-


Annexure - BForm No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March 2018

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

I. REGISTRATION AND OTHER DETAILS

i) CIN : L74210HR1984PLC032293ii) Registration Date : 10th 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,

District - Mewat, Haryana - 122103 0124-2362646, 2362647

vi) Whether listed company Yes / No : Yesvii) Name, Address and Contact details of Registrar and

Transfer Agent, if any:Link Intime India Pvt. Ltd, 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi - 110 028Tel No : 011-41410592, 593,594 E-mail id : [email protected] Website : www.linkintime.co.in

II. PRINCIPALBUSINESSACTIVITIESOFTHECOMPANY

All the business activities contributing 10% or more of the total turnover of the Company

Sl. No

NameandDescriptionofmainproducts/services

NICcodeoftheproduct/service %tototalturnoveroftheCompany

1 Sheet Metal Components for Automobiles 25910 100 %

III. PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATECOMPANIES-

Sl. No

NameandAddressof the

CIN / GIN Holding/Subsidiary/Associates % of Share held ApplicableSection

N.A.

IV. SHAREHOLDINGPATTERN(EQUITYSHARECAPITALBREAKUPASPERCENTAGEOFTOTALEQUITY)

(A) Category-wiseShareHolding

Category code

CategoryofShareholder No.ofSharesheldattheendoftheyear[Ason31stMarch,2018]

No.ofSharesheldatthebeginningoftheyear[Ason1stApril,2017]

% Change during the

yearTotalnumberof Shares

NumberofShares held in dematerialized

form

Shareholding as a

percentageoftotalnumber

of shares

Totalnumberof Shares


form

Shareholding as a


of shares(A)

SHAREHOLDINGOFPROMOTERAND PROMOTER GROUP

IndianIndividuals / Hindu Undivided Family

1083688 1063688 22.94 1083688 1063688 22.94 0.00

Bodies Corporate 1465315 1465315 31.01 1465323 1465323 31.01 0.00

Total (A) 2549003 2549003 53.95 2549011 2529011 53.95 0(B) PUBLIC SHAREHOLDING

[1] Institutions

Mutual Funds / UTI 3100 0 0.07 3100 0 0.07 0

SubTotal 3100 0 0.07 3100 0 0.07 0



Category code

CategoryofShareholder No.ofSharesheldattheendoftheyear[Ason31stMarch,2018]

No.ofSharesheldatthebeginningoftheyear[Ason1stApril,2017]

% Change during the

yearTotalnumberof Shares


form

Shareholding as a


of shares

Totalnumberof Shares


form

Shareholding as a


of shares

[2] Non-Institutions

Bodies Corporate 262483 261383 5.56 295222 294122 6.25 (0.06)

Individual shareholders holding nominal share capital upto ` 2 lakh

1017546 833522 21.54 1136578 936954 24.05 0.21

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

761104 761104 16.11 519269 519269 10.99

(3.78)

Clearing Member 6378 6378 0.14 86531 86531 1.83 0.37

Non Resident Indians 38405 38405 0.81 32388 32388 0.69 (0.95)

Hindu Undivided Family 86981 86981 1.84 102901 102901 2.18 (1.57)

SubTotal 2172897 1987773 45.99 2172889 1972165 45.99 0 Total (B) 2175997 1987773 46.05 2175989 1972165 46.05 0 Total (A)+(B) 4725000 4536776 100 4725000 4501176 100 0(C) SHARES HELD BY CUSTODIANS

ANDAGAINSTWHICHDEPOSITORY RECEIPTS HAVE BEEN ISSUED

- - - - - - -

Total (A)+(B)+(C) 4725000 4536776 100 4725000 4501176 100 0

(B) ShareholdingofPromotersandPromotersgroup-

Sl. No

Shareholder’sName Shareholdingatthebeginningoftheyear[Ason1stApril,2017]

Shareholdingattheendoftheyear[Ason31stMarch,2018]

% change

in share holding during

theyear

No. of Shares

% of total Shares of the

company

%of Shares Pledged /encumberedto

total shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged /encumberedto

total shares

1 RAJIV KAPOOR 809,604 17.13 8095 809,604 17.13 8095 -

2 DEEPIKA KAPOOR 34 ,300 0.73 54 ,300 1.15 0.42 %

3 SURESH CHANDRA KAPOOR 147,000 3.11 147,000 3.11 -

4 KRISHNA KUMARI KAPOOR 67 ,000 1.42 67 ,000 1.42 -

5 MANMOHAN 5,784 0.12 5,784 0.12 -

6 JAGMOHAN 20 ,000 0.42 0 0 (0.42%)

7 KAPOOR & BUDHWAR ASSOCIATES PVT. LTD.

197,200 4.17 197,200 4.17 -

8 RADHIKA SECURITIES PVT. LTD. 651,383 13.79 651,383 13.79 -

9 GANESHA SECURITIES PVT. LTD. 616,740 13.05 616,732 13.05 (-0.00)

TOTAL 2,549,011 53.95 8095 2,549,003 53.95 8095 -


(C) ChangeinPromoters’Shareholding(pleasespecify,ifthereisnochange)

Sl. No.

Name Shareholding Date Increase / Decrease in

Shareholding

Reason CumulativeShareholdingduringtheyear

No. of shares atthebeginning

(01.04.2017) / endoftheyear

(31.03.2018)

% of total Shares

of the Company

(01.04.2017 to 31.03.2018)No. of

shares% of total

Shares of the

Company1 DEEPIKA KAPOOR 34,300 0.73 01-04-2017 20,000 Inter se transfer 54,300 1.15

54,300 0.73 09-05-2017 54,300 1.15 31-03-2018

2 JAGMOHAN 20,000 0.42 01-04-2017 (20,000) Inter se transfer 0 00 0 09-05-20170 0 31-03-2018

3 GANESHA SECURITIES PRIVATE LIMITED

616,740 13.05 01-04-2017 (8) Market Sale 616,732 13.05 616,732 13.05 29-09-2017 616,732 13.05 31-03-2018

D) ShareholdingPatternoftoptenShareholders: (OtherthanDirectors,PromotersandHoldersofGDRsandADRs):

Sr. No.

NameofShareholders Shareholding at the end (31.03.2018)

Shareholdingatthebeginning(01.04.2017)

No of Shares % total Shares oftheCompany

No of Shares % total Shares oftheCompany

1 SUBRAMANIAN P 144350 3.05 144320 3.052 ATUL KAYAN 129528 2.74 0 03 HARSHA HITESH JAVERI 117500 2.43 115000 2.434 HITESH RAMJI JAVERI 117500 2.49 117500 2.495 ALBERTA AGRO PRIVATE LIMITED 100000 2.12 100000 2.126 MARS ASSOCIATES PVT LTD 77490 1.64 77490 1.647 STEWART & MACKERTICH WEALTH

MANAGEMENT LTD. 0 0 60,000 1.27

8 PAYAL SARAF 50000 1.06 0 09 SOURABHDEEP SINGH KHANNA 49000 1.04 49000 1.0410 VENKATA S. RAJU ALLURU 48906 1.04 48906 1.04

E) ShareholdingofDirectorsandKeyManagerialPersonnel:

Sr. No.

Shareholding of each Directors and eachKeyManagerialPersonnel

Shareholdingatthebeginningoftheyear

CumulativeShareholdingduringtheyear

No of Shares % of total Shares of the

No of Shares % of total Shares of the

1 Rajiv Kapoor, Managing Director:At the beginning of the year 809,604 17.13 809,604 17.13Sale/Purchase during the year 0 0 0 0At the end of the year 809,604 17.13 809,604 17.13

2 Gautam Bhattacharya, CFO:At the beginning of the year 100 0.00 100 0.00Sale/Purchase during the year 0 0 0 0At the end of the year 100 0.00 100 0.00

3 Pradeep Chandra Nayak, Company Secretary:At the beginning of the year 100 0.00 100 0.00Sale/Purchase during the year 0 0 0 0At the end of the year 100 0.00 100 0.00



V. INDEBTEDNESS - IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnotdueforpayment.

(` in Crores)Particulars Secured Loans

excluding deposits

Unsecured Loans

Total Indebtedness

Indebtednessatthebeginningofthefinancialyeari) Principal Amount 126.40 3.65 130.05 ii) Interest due but not paid 1.43 - 1.43 iii) Interest accrued but not due - - - Total 127.83 3.65 131.48 ChangeinIndebtednessduringthefinancialyear- Addition - - - - Reduction 15.81 - 15.81 Net Change 15.81 - 15.81 Indebtednessattheendofthefinancialyeari) Principal Amount 111.61 3.65 115.26 ii) Interest due but not paid 0.40 - 0.40 iii) Interest accrued but not due - - - Total 112.01 3.65 115.66

VI. REMUNERATIONOFDIRECTORSANDKEYMANAGERIALPERSONNEL

A. RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager:

(` in Lacs)Sl. No

ParticularsofRemuneration NameofMD/WTD/Manager Total AmountMr.RajivKapoor,

Managing DirectorMrs.Deepika

Kapoor,WholeTimeDirector

1 GROSS SALARY 45 24 69(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961 0 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 0

2 STOCK OPTION 0 0 03 SWEATEQUITY 0 0 04 COMMISSION 0 0 0

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

5 OTHERS,PLEASESPECIFY 0 0 0Total (A) 30 8 38

B. RemunerationtootherDirectors

(` in Lacs)ParticularsofRemuneration NameofMD/WTD/Manager Total

AmountDr.Shyam S. Sethi

Mr. A. R. Halasyam

Mr. M. S. Ramaprasad

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

1.00 1.25 1.00 3.5

Total (B) 1.00 1.25 1.00 3.5TotalManagerialRemuneration* 41.5

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


C. RemunerationtoKeyManagerialPersonnelotherthanMD/Manager/WTD

(` in Lacs)Sr. No.

ParticularsofRemuneration KeyManagerialPersonnelCFO CS Total

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

37.49 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 proit Others, please specify (Provident Fund)

- - -

Total: 37.49 7.20 44.69

VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:

Type SectionoftheCompaniesAct Brief Description

DetailsofPenalty/Punishment/Compoundingfeesimposed

Authority[RD/NCLT/COURT]

Appealmade,ifany(give

Details)

A. COMPANY

Nil

PenaltyPunishment Compounding

B. DIRECTORSPenaltyPunishment Compounding

C. OTHEROFFICERSINDEFAULTPenaltyPunishment Compounding



Secretarial Audit Report Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018[Pursuanttosection204(1)oftheCompaniesAct,2013andruleNo.9oftheCompanies(Appointmentand

RemunerationofManagerialPersonnel)Rules,2014]ANNEXURE - C

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 IndustriesIndiaLimited 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, 2018 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, 2018 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, 1992;

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

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (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; (NotapplicabletotheCompanyduringtheAuditPeriod)

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; (NotapplicabletotheCompanyduringtheAuditPeriod) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable totheCompanyduringtheAuditPeriod)

(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:

a) Income Tax Act, 1961; b) The Central Goods and Service Tax Act, 2017 and

The Central Goods and Service Tax Rules, 2017 and other related applicable laws.

c) Factories Act, 1948 d) The Environment (Protection) Act, 1986 e) The Hazardous Wastes (Management, Handling And

Transboundary Movement) Rules, 2008 f) The Water (Prevention & Control of Pollution) Act,

1974 g) The Air (Prevention & Control of Pollution) Act, 1981

Read With The Air (Prevention & Control Of Pollution) Rules, 1982

h) Employees Provident Fund and (Misc. Provisions) Act, 1952

i) Payment of Wages Act, 1936 j) Payment of Gratuity Act, 1972 k) Payment of Bonus Act, 1965 l) Workmen Compensation Act, 1923 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.

Wefurtherreportthat

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.

Wefurtherreport 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 in respect of following matters:

i. Appointment of Mr. Agharam Ramakrishnan Halasyam (DIN: 00775926) as an Independent Director in terms of Section 149 of the Companies Act, 2013.

ii. Re-appointment of Mr. Rajiv Kapoor (DIN: 00054659) as Managing Director Designated as Chairman and Managing Director.

iii. Further Issue of Securities through a Qualified Institutions Placement.

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

v. Issuance of 1,094,000 Equity Shares on Preferential Basis.

For ArunKumarGupta&AssociatesCompanySecretaries

Sd/-ARUN KUMAR GUPTA

Place: New Delhi FCS: 5551Date : May 30, 2018 CP: 5086

Secretarial Audit Report (Contd.)

Form No. AOC -2(PURSUANTTOCLAUSE(H)OFSUB-SECTION(3)OFSECTION134OFTHEACTANDRULE8(2)OFTHECOMPANIES

(ACCOUNTS)RULES,2014.

ANNEXURE - D

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)ofthe reated party

NameofRelation-ship

Nature of contracts/ arrange-ments/

transac-tions

Duration of the

contracts/ arrange-ments/

transac-tions

Salient termsofthecontracts or arrangements

or arrange-mentsinclud-ingthevalue,

ifany

JustificationDateofap-provalbytheBoard/ Audit Committee

Amountpaidas

advances,ifany

Sane value during the year(` In

Crores

Dateonwhichthespecial

resolutionwaspassesinGen-eralmeetingasrequiredunderirstprovisoto

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)ofthe reated party

NameofRelation-ship

Nature of contracts/

arrangements/transactions

Duration of the contracts/ arrangements/transactions

Salienttermsofthe contracts or arrangementsorarrangementsin-cludingthevalue,

ifany

JustificationDateofap-provalbytheBoard/ Audit Committee

Amountpaidas

advances,ifany

Sane value dur-ingtheyear (` In Crores)

Nil



Nomination and Remuneration PolicyANNEXURE - E

INTRODUCTION:

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

OBJECTIVEANDPURPOSEOFTHEPOLICY:

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the Auto Component industry.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

EFFECTIVEDATE:

This policy shall be effective with retrospective effect from 1st April, 2014.

DEFINITIONS

• Board means Board of Directors of the Company.• Directors mean Directors of the Company.• Committee means Nomination and Remuneration

Committee of the Company as constituted or reconstituted by the Board.

• Company means Rasandik Engineering Industries India Limited.

• Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

KeyManagerialPersonnel(KMP)means-

(i) Whole-time Director;(ii) Chief Financial Officer;(iii) Company Secretary;(iv) Such other officer as may be prescribed under the

applicable statutory provisions/ regulations. • Senior Management means who are members

of its core management team excluding Board of Directors and all members of the management one level below the Executive Director, including the functional Heads. Unless the context otherwise

requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel

GENERAL

• This Policy is divided in three parts: Part – A covers the matters to be dealt with and

recommended by the Committee to the Board, Part – B covers the appointment and nomination and; Part – C covers remuneration and perquisites etc.• The key features of this Company’s policy shall be

included in the Board’s Report.

PART – A

MATTERS TO BE DEALT WITH, PERUSED ANDRECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

TheCommitteeshall:

• Formulate the criteria for determining qualifications, positive attributes and independence of a director.

• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

PART – B

POLICY FOR APPOINTMENT AND REMOVAL OFDIRECTOR,KMPANDSENIORMANAGEMENT

• Appointmentcriteriaandqualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.


3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

• Term/Tenure:

1. Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive Director (Whole-time Director) for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

However, if a person who has already served as an Independent Director for 5 (five) years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his/her present term, for one more term of upto 5 (five) years only or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

• Mechanismforevaluatingnon-executiveBoardmembers:

The performance evaluation of non-executive members is done by the Board annually based on the criteria of attendance and contributions at Board/Committee Meetings as also for the role played other than at Meetings.

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

• Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART – C

POLICY RELATING TO THE REMUNERATION FORTHE WHOLE-TIME DIRECTOR, KMP AND SENIORMANAGEMENT PERSONNEL

• General:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director, if any shall be in accordance with the percentage / slabs / conditions laid down as per the provisions of the Companies Act, 2013, and the rules made thereunder.



3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Whole-time Director, KMP andSeniorManagementPersonnel:

1. Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee.

The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Wholetime Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction

of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

• RemunerationtoNon-Executive/IndependentDirector:

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 such amount as may be prescribed by the Central Government from time to time.

Board’s Diversity Policy

Rasandik recognizes and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between Directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately.

All Board appointments, whenever required shall be made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

The Nomination and Remuneration Committee (‘the Committee’) shall review and assess Board composition on behalf of the Board and recommend the appointment of new Directors, whenever the need for the same arises.

In reviewing Board composition, the Committee will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

In identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.


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.

COMPANY’SPHILOSOPHYONCODEOFGOVERNANCE

Rasandik Engineering Industries India Limited (“The Company”) governance philosophy is based on transparency, independence, accountability, responsibility, fairness and social responsibility. The Company’s governance framework is based on the following principles:

• 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.

THEBOARDOFDIRECTORS

CompositionandcategoryofDirectors

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 March 31, 2018, 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.

As on March 31, 2018, 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’AttendanceandotherDirectorships:

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 March 31, 2018 are given below.

Report on corporate Governance Report(PursuanttoregulationsoftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015)



NameoftheDirector / DIN

Category Attendance Particulars Numberofotherdirectorshipsandcommitteememberships/

chairmanshipsCommitteechairmanships

No.ofmeetingsattended (Total Meetings held

: 5)

Attendance at the last AGM held on 29th September,

2017

Other directorships*

Committeemember-

ships

Committeechairman

ships

Mr. Rajiv Kapoor**

DIN-00054659

Chairman & Managing Director Executive

Promoter 5 of 5 Yes - 1 -

Mrs. Deepika Kapoor**

DIN-00054799

Whole Time Director Executive

Promoter 4 of 5 Yes - 1 -

Dr. Shyam S. Sethi

DIN-01394311

Director Non Executive

Independent 5 of 5 Yes - 4 3

Mr. Mysore Siddappa Ramaprasad DIN-00842539


Independent 4 of 5 No - 4 1

Mr. Agharam Ramakrishnan Halasyam DIN: 00775926


Independent 5 of 5 No - 3 -

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

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The tentative annual calendar of the Board Meeting is circulated to the Directors well in advance to facilitate them to plan their schedules accordingly. 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. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-à-vis the budgets / targets.

Minimum four prescheduled Board meetings are held every year (one meeting in every calendar quarter). Additional meetings are held to address specific needs, if any, of the Company. During the financial year 2017-18 the Board of Directors met five times i.e., on 30.05.2017, 31.08.2017, 25.11.2017, 12.02.2018 and 03.03.2018. The maximum gap between any two consecutive meetings was less than one hundred and twenty days, as stipulated under Section 173(1)

of the Act, and Regulation 17(2) of the Listing Regulations and the Secretarial Standards issued by Institute of Company Secretaries of India.

InformationplacedbeforetheBoard

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.

PostMeetingMechanism

The important decisions taken at the Board / Board Committee Meetings are communicated to the concerned department / division.

Roles,ResponsibilitiesandDutiesoftheBoard

The duties of Board of Directors have been enumerated in Listing Regulations, Section 166 of the Companies Act, 2013 and Schedule IV of the said Act (Schedule IV is specifically for Independent Directors). There is a clear demarcation of responsibility and authority amongst the Board of Directors.


TheChairmanandManagingDirector

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 organization. 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-ExecutiveDirectors(includingIndependentDirectors) 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.

FAMILIARISATIONPROGRAMMEFORDIRECTORS

Familiarization program is made available to the Directors covering such topics on board’s role, board’s composition and conduct, board’s risks and responsibilities, to ensure that they are fully informed on current governance issues.

The program also includes briefings on the culture, values and business model of the Company, the roles and responsibilities of senior executives and the Company’s financial, strategic, operational and risk management position. The induction process for NE-IDs includes plant visit for detailed understanding of manufacturing process / activities of the Company.

GOVERNANCE CODESCode of Business Conduct & Ethics

The Company has in place a Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of Directors and senior management personnel of the Company. The Code has been communicated to Directors and the

Senior Management Personnel. The Code has also been displayed on the Company’s website viz. www.rasandik.com.

All the Members of the Board and Senior Management Personnel have confirmed compliance with the Code for the year ended 31st March 2018. The Annual Report contains a declaration to this effect signed by the Chairman and Managing Director.

ConflictofInterests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

Insider Trading Code

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on the Company’s website viz. www.rasandik.com.

PerformanceevaluationofDirectors

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc.

Appointment/Re-AppointmentofDirectors:

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.

COMMITTEESOFTHEBOARD

The Board has, in order to make a focused attention on business and for better governance and accountability, constituted the following mandatory committees. The terms of reference of these Committees are determined by the Board and their performance reviewed. 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.

A) AuditCommittee,

B) RemunerationandNominationCommittee,

C) Stakeholders`RelationshipCommittee,and

D) CorporateSocialResponsibilityCommittee

(A) AuditCommittee

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 2017-18. The maximum gap between two meeting was not more that 120 days. The Committee met on 30.05.2017, 31.08.2017, 25.11.2017 and 12.02.2018. The requisite quorum was present at all the Meetings. The Chairman of the audit Committee was present at the last Annual General Meeting of the Company held on 29-09-2017.

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

S No

Name Category Position No. of Meetings Attended

1 Dr. Shyam Sunder Sethi

Non Executive - Independent Director

Chairman 4 of 4

2 Shri Mysore Siddappa Ramaprasad


Member 4 of 4

3 Shri Agharam Ramakrishnan Halasyam


Member 4 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 CommitteeThe 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 utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization 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) NominationandRemunerationCommittee(NRC)

Composition:

As at March 31, 2018, the NRC consists of the following directors as its members with majority of non-executive independent directors:

S No

Name Category Postion No. ofMeetings Attended


Non Executive -Independent Director

Chairman 2 of 2



Mem ber 2 of 2

3 Shri Agharam Ramakrishnan Halasyam*


Mem ber 2 of 2


During the year, the Nomination and Remuneration Committee met on 31st August, 2017 and 25th November, 2017.

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) RemunerationtoExecutiveDirectors:

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 as approved by the shareholders at the General Meetings.

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

The remuneration payable to the Chairman and Managing Director (CMD) and Whole Time Director

(WTD) is fixed by the board within the limits approved by the shareholders in terms of the relevant provisions of the Act, 2013.

Particulars of remuneration paid to executive directors during the financial year 2017-18:

S No

Name Designation Remuneration(` in lakhs)

1 Shri Rajiv Kapoor

Executive - Chairman & Managing Director

45.00

2 Mrs. Deepika Kapoor

Executive – Whole-time Director

24.00

ii) Remuneration to Non-Executive Directors(includingIndependentDirector):

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 31st March 2018 and particulars of sitting fees / commission paid to the non-executive and independent directors during the financial year 2017-18 are as follows:

S No

NameofDirector

SittingFee Commission No of Equity

Shares held


100,000 NIL 2,500


100,000 NIL 0

3 Shri Agharam Ramakrishnan Halasyam

125,000 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.

iii) PerformanceEvaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation.

(C) Stakeholders’RelationshipCommittee(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.


The Stakeholders’ Relationship Committee consists of following three members:

S No

Name Category Designation No. of Meetings Attended


Independent Director

Chairman 4 of 4



Member 4of 4

3 Shri Agharam Ramakrishnan Halasyam*


Member 4 of 4

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

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, dematerialization and re-materialization 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-materialization 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, dematerialization/ re-materialization 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. For any clarification / complaint, the shareholders may contact the company secretary.

Pradeep Chandra Nayak, Company Secretary & Compliance Officer,

Rasandik Engineering Industries India Limited Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna,

District - Mewat, Haryana – 122103 Phone No.: 0124 - 0124 - 2362106, 2362107, Fax: 0124 - 2362107 Email: [email protected]

During the Financial year 2017-18 meetings were held on 30.05.2017, 31.08.2017, 25.11.2017 and 12.02.2018 and all the members attended the meetings.

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 2017-18. All the queries and complaints received during the financial year ended 31st March 2018 were duly redressed and no queries were pending at the year end. All requests for dematerialization of shares were carried out within the stipulated time period and no share certificate was pending for dematerialization.

ReconciliationofShareCapitalAudit:

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 dematerialized 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, dematerialization / re-materialization of Shares, etc. Investor may contact the RTA atthebelowmentionedaddress:



Link Intime India Private Limited 44, Community Centre, 2nd Floor, Naraina Industrial

Area, Phase-I, New Delhi - 110 028 E-mail id : [email protected] Tel No: +91 011-41410592, 93, 94 Website: www.linkintime.co.in(D) CorporateSocialResponsibilityCommittee

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.

Composition and Category

S No

Name Category Designation



Chairman

2 Shri Shyam Sunder Sethi Independent Director

Member

3 Mrs. Deepika Kapoor Whole Time Director

Member


Role & Responsibilities

The role of the CSR Committee includes the following:

i. Formulate and recommend to the Board, Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013 and the Rules made thereunder.

ii. Recommend the amount of expenditure to be incurred on the activities under Corporate Social Responsibility

iii. Monitor Corporate Social Responsibility Policy of the Company.

iv. To carry out all other duties as may be required under the Companies Act, 2013 and rules made thereunder.

v. The Corporate Social Responsibility Committee has adopted a Corporate Social Responsibility Policy.

During the year, CSR Committee meeting was held on 31/08/2017.

SHAREHOLDERSINFORMATION

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 SpecialResolutionpassed2015-16 31st AGM 30.09.2015

at 10 AMConference Hall, Saras Tourist Complex, Damdama, Sohna Haryana

Re-Appoint of Mr. Rajiv Kapoor as Managing Director of the Company

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

Alteration of Articles of Association2016-17 32nd AGM 30.09.2016

at 10 AMConference Hall, Saras Tourist Complex, Damdama, Sohna Haryana

2017-18 33rd AGM 29.09.2017at 10 AM

Conference Hall, Saras Tourist Complex, Damdama, Sohna Haryana

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

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

Postal Ballot 10.01.2018 at 10 AM

Resolutions passed through Postal Ballot

Further Issue of Securities through a Qualified Institutions Placement

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

EGM 28.03.2018at 9 AM

Conference Hall, Saras Tourist Complex, Damdama, Sohna Haryana

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


DISCLOSURES

i) Materiallysignificantrelatedpartytransactions:

All transactions entered into with Related Parties, as defined under the Act, 2013 and SEBI (LODR) Regulations during the financial year 2017-18 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.

ii) RelatedPartyTransactionsPolicy:

The Board had formulated a policy on related party transactions (RPTs). The Audit and Committee reviews and approves transactions between the Company and related parties, as defined under SEBI (LODR) Regulations, to ensure that the terms of such RPTs would reasonably be expected of transactions negotiated at arm’s length. The Audit Committee meets prior to each scheduled board meeting to review all RPTs of the Company on a quarterly basis.

iii) Disclosureofaccountingtreatment:

Pursuant to the notification, issued by the Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted “IND AS” with effect from 1st April 2017.

Iv) Instancesofnon-compliances,ifany:

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) Disclosurebyseniormanagementpersonnel:

The senior management personnel have made disclosures to the board relating to all material, financial and other transactions stating that they did not have personal interest that could result in a conflict with the interest of the Company at large.

vi) CEOandCFOCertification:

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 31st March 2018.

vii) Compliancewithmandatory/non-mandatoryrequirements:

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.

viii) CodeofConductforProhibitionofInsiderTrading:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a comprehensive Code of conduct for prevention of insider trading and the same is being adhered to by the directors, senior management personnel and other persons covered under this Code. The Code expressly lays down the guidelines and the procedures to be followed and disclosures to be made, while dealing with the shares of the Company and cautioning them on the consequences of non-compliances thereof.

The Company regularly follows closure of trading window prior to the publication of price sensitive information. The Company has been advising the directors, senior management personnel and other persons covered by the Code not to trade in Company’s securities during the closure of trading window period.

The Company has formulated a Code of Practices and Procedures for fair disclosure of “Unpublished Price Sensitive Information” (UPSI) and a Code of Conduct to regulate, monitor and report trading by insiders in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations 2015 effective from 15th May 2015.

ix) Management discussion and analysis report,Familiarization Programme and Whistle BlowerPolicyformsthepartoftheDirectors’Report.

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.

GENERAL SHAREHOLDERS’ INFORMATION

Annual General Meeting for the Financial Year 2017-18

DateandTime Saturday,29thSeptember2018Venue Conference Hall, Saras Tourist

Complex, Damdama, Sohna, Haryana

Financial Year April 1, 2017 to March 31, 2018Book closure dates September 23, 2018 to

September 29, 2018Last date for receipt of proxy form

Thursday, September 27, 2018

Tentative Calendar for Financial Year ending March 31, 2019

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

S No

Particulars of Quarter Tentative Dates

1 Quarter ending 30th June, 2018

On or before 14th August, 2018

2 Quarter & Half year ending 30th September, 2018

On or before 14th November, 2018

3 Quarter & nine months ending 31st December, 2018

On or before 14th February, 2019

4 Quarter & Year ending 31st March, 2019

On or before 30th May, 2019

Dividend: No Dividend declared for the financial year 2017-2018.

Dividend Payment History

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

S No

Financialyear Date of Declaration of Dividend

Amountdeclared pershare

1 2007-2008 September 12, 2008 ` 1.50

2 2008-2009 No Dividend Declared NIL









Unpaid / Unclaimed Dividend of the Company forPrevious 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.

DematerialisationofSharesandLiquidity

96.02 % of the equity shares of the Company have been dematerialized (NSDL 68.112% and CDSL 27.905 %) as on March 31, 2018. 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/PhysicalStatus No of Shares

%

Held in Demat form in CDSL 1,318,495 27.905Held in Demat form in NSDL 3,218,281 68.112Physical 188,224 3.984Total No of Shares 4,725,000 100.00

DematerializationofShares–Process

Shareholders who continue to hold shares in physical form are requested to dematerialize 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 dematerialized is given hereunder:

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

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

c) DP will process the DRF and will generate a Dematerialization 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.

The shares of the Company are available for trading with both the depositories namely National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL). The name and addresses of the depositories are as under:

NationalSecuritiesDepositoryLimited

Trade World, 4th Floor, Kamala Mills Compound Senapathi Bapat Marg, Lower Parel,

Mumbai – 400013

Tel. No. 022 -24994200, Fax No. 022 - 24976351

E Mail : [email protected]

CentralDepositoryServices(India)Limited

Phiroze Jeejeebhoy Towers,

28th Floor, Dalal Street, Mumbai - 400023

Tel No. 022 - 22723333;

Fax: 022 - 22723199 / 22722072

E-Mail: [email protected]; [email protected]

Price of Shares:

The closing price of the Company’s share as on March 31, 2018 on the Stock Exchanges are given below:

S No

Nameofthestockexchanges

Shareprice

1. BSE Limited (“BSE”) ` 216.85

MarketCapitalization:

Based on the closing quotation of ` 216.85 as on 31st March, 2018 at BSE, market capitalization of the Company was ` 10,246.16 Lacs.

Listing on Stock Exchanges:

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

S No

NAME&ADDRESSOFSTOCK EXCHANGES

STOCK / SCRIP CODE

1. BSE Limited (“BSE”), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001Tel. No. 022-22721233/34 Fax: 022-22721919

522207



Share Price Data:

The monthly High/Low Prices and Volume during the financial year 2017-18:

Month Open High Low Close No. of shares No. of sharesApr-17 73.30 98.80 73.30 91.00 64,668 516

May-17 88.35 93.95 75.00 88.00 40,619 284

Jun-17 96.80 169.50 92.10 155.45 2,58,679 2,084

Jul-17 155.45 184.90 146.00 163.70 90,597 1,008

Aug-17 160.00 170.90 128.00 166.00 42,046 412

Sep-17 149.40 163.80 136.40 143.70 54,370 607

Oct-17 152.00 162.75 138.20 146.20 50,518 422

Nov-17 154.00 184.50 133.10 147.90 88,708 1,003

Dec-17 142.65 203.90 134.55 194.80 1,57,030 1,362

Jan-18 197.00 278.95 183.00 204.00 1,89,755 1,613

Feb-18 196.50 221.10 175.70 193.00 1,10,992 435

Mar-18 192.00 244.90 190.00 216.85 1,25,230 704

SharePriceMovementatBombayStockExchange:

250

200

150

100

50

0

Apr-17

May-17

Jun-17

Jul-1

7Aug-17

Sep-17

Oct-17

Nov-17

Dec-17

Jan-18

Feb-18

Mar-18

216.85193.00

204.00

194.80

147.90

146.20

143.70

166.00

163.70

155.45

88.00

91.00


ShareTransferAgentsandsharetransfersystem:

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 15 days from the date of lodgement, if the documents are clear in all respects.

d. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. 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. Certificates have also been received from a Company Secretary-in-practice and submitted to the Stock Exchanges, on a quarterly basis, for timely dematerialization of shares of the Company and for reconciliation of the share capital of the Company, as required under SEBI (Depositories and Participants) Regulations, 1996.

g. 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.

h. 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.

i. 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.

DistributionofShareholdingasonMarch31,2018

S No

No. of Shares NumberofShareholders

% Holding in Nos %

1 1-500 3694 91.7536 4,32,458 9.15262 501 -1000 138 3.4277 1,15,591 2.44643 1001 -2000 66 1.6393 1,01,149 2.14074 2001 -3000 42 1.0432 1,09,853 2.32495 3001 -4000 19 0.4719 66,508 1.40766 4001 -5000 7 0.1739 32,230 0.68217 5001 -10000 27 0.6706 2,13,557 4.51978 10001 & Above 33 0.8197 36,53,654 77.3260Total 4026 100 . 00 47,25,000 100 . 00

ShareholdingpatternoftheCompanyason31stMarch2018

CategoryCode

CategoryofShareholders No. of Shares %

A ShareholdingofPromotersandPromotersGroup 1 Indian 2,549,003 53.952 Foreign 0 0

SubTotal(A) 2,549,003 53.95B Publicshareholding

1 Institutions 3,100 0.072 Non- Institutions

a Bodies Corporate 262,483 5.56b Individual shareholders holding nominal share capital up to ` 2 lakhs 1,017,546 21.53c Individual shareholders holding nominal share capital in excess of ` 2

lakhs761,104 16.11

d Any Other 131,764 2.78SubTotal(B) 21,75,997 46.05

Total (A + B) 4,725,000 100.00



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 31st March, 2018..

NON – MANDATORY DISCLOSURES

The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below:

The Board:

As the Company has an executive chairman, disclosure under this head is not mandatory. The Non-Independent directors of the Company are liable to retire by rotation and if eligible, offer themselves for re-appointment. Specific tenure has been fixed for the independent directors in terms of Section 149 of the Companies Act, 2013 and during this period, they will not be liable to ‘retire by rotation’ as per Sections 150(2), 152(2) read with Schedule IV to the Act, 2013.

Shareholder rights:

The quarterly / half-yearly results of the Company are published in newspapers as soon as they are approved by the board and are also uploaded in the Company’s website namely www.rasandik.com. The results are not sent to the shareholders individually.

Auditqualifications:

The financial statements of the Company are unmodified.

Request to shareholders

Shareholders are requested to follow the general safeguards / procedures as detailed hereunder so as to enable the Company to serve them efficiently and avoid risks while dealing in securities of the Company.

Demat of Shares: Shareholders are requested to convert their physical holding to demat / electronic form through any of the DPs to avoid any possibility of loss, mutilation etc., of physical share certificates and also to ensure safe and speedy transaction in securities.

Registration of Electronic Clearing Service (ECS) mandate:

The SEBI has made it mandatory for all companies to use the bank account details furnished by the Depositories for payment of dividend if any arises through ECS to investors wherever ECS and bank details are available. The Company will not entertain any direct request from members holding shares in electronic mode for deletion of / change in such bank details. Members who wish to change such bank account details are therefore requested to advise their DPs about such change, with complete details of bank account.

Transfer of shares in physical mode:

Shareholders should fill up complete and correct particulars in the transfer deed, for expeditious transfer of shares. Wherever applicable, registration number of power of attorney should also be quoted in the transfer deed at the appropriate place.

Shareholders, whose signatures have undergone any change over a period of time, are requested to lodge their new specimen signature duly attested by a bank manager to the STA.

In terms of SEBI (LODR) Regulations, it has become mandatory for transferees to furnish a copy of Permanent Account Number (PAN) for registration of transfer of shares to be held in physical mode. In case of loss / misplacement of share certificates,

Shareholders should immediately lodge a FIR /Complaint with the police and inform the Company / STA with original or certified copy of FIR / acknowledged copy of complaint for marking stop transfer of shares. Consolidation of Multiple Folios:

Shareholders, who have multiple folios in identical names, are requested to apply for consolidation of such folios and send the relevant share certificates to the Company.

Registration of Nominations:

Nomination in respect of shares, as per Section 72 of the Companies Act, 2013 provides facility for making nominations by shareholders in respect of their holding of shares. Such nomination greatly facilitates transmission of shares from the deceased shareholder to his / her nominee without having to go through the process of obtaining succession certificate / probate of the Will, etc.

It would therefore be in the best interest of the shareholders holding shares in physical form registered as a sole holder to make such nominations. Shareholders, who have not availed nomination facility, are requested to avail the same by submitting the nomination in Form SH-13. This form will be made available on request. Investors holding shares in demat form are advised to contact their DPs for making nominations.

Updation of address:

Shareholders are requested to update their addresses registered with the Company, directly through the STA, to receive all communications promptly. Shareholders, holding shares in electronic form, are requested to deal only with their DPs in respect of change of address and furnishing bank account number, etc.

SMS Alerts:

Shareholders are requested to note that NSDL and CDSL have announced the launch of SMS alert facility for demat account holders whereby shareholders will receive alerts for debits / credits (transfers) to their demat accounts a day after the transaction. These alerts will be sent to those account holders who have provided their mobile numbers to their DPs. This facility will be available to investors who request for the same and provide their mobile numbers to the DPs. Further information is available on the website of NSDL and CDSL namely www.nsdl.co.in and www.cdslindia.com, respectively.

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 or 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 dematerialized 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

PLANT LOCATIONS:

Plant I ToolShopII Plant III Plant IV Plant V13,14 Roz-Ka-MeoIndustrial Area, Sohna, District - Gurgaon,Haryana - 122103

1,Roz-Ka-MeoIndustrial Area, Sohna,District - GurgaonHaryana - 122103

A-1/2-2 & A-1/2-3Surajpur Industrial Area, Site - B, Greater NoidaUttar Pradesh -201306

E-82 & 83,MIDC, Ranjangaon,PuneMaharashtra - 412220

Kanwarsika, SohnaDistrict- Mewat,Haryana - 122103

ADDRESSESFORCORRESPONDENCE:

CompanyatitsRegisteredoffice SHARETRANSFERAGENTRasandikEngineeringIndustriesIndiaLimited LinkIntimeIndiaPrivateLimited14, Roj-Ka-Meo Industrial Area, Sohna, District - Mewat, 44, Community Centre, 2nd Floor Naraina Industrial AreaHaryana - 122103 Phase-1, Near PVR Naraina New Delhi - 110028Email: [email protected] Tel No : +91 011-41410592, 93, 94

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

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

For Rasandik Engineering Industries India Ltd.

Place : New Delhi GautamBhattacharya RajivKapoorDated : 30 May 2018 Chief Financial Officer Chairman & Managing Director

To,The Board of DirectorsRasandik Engineering Industries India Ltd.Sub:AnnualCertificateofComplianceforFY2017-18Sira) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2018 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 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.



Compliance With Code of Business Conduct and Ethics

For Rasandik Engineering Industries India Ltd.

Place : New Delhi RajivKapoorDated : 30 May 2018 Chairman & Managing Director

ToThe 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 31st March 2018.

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 31st March 2018 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

Management’sResponsibility

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’sResponsibility

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 31st March 2018.

7. 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.

For V.SankarAiyar&Co.Chartered Accountants

ICAI Firm Regn. No. 109208W

AjayGuptaPlace : New Delhi PartnerDated : 30 May 2018 Membership No.090104


Management Discussion and Analysis

Introduction

The Indian auto industry is one of the largest in the world. The industry accounts for 7.1 per cent of the country’s GDP and employs as many as 1.5 million people directly and indirectly. 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 by 2020 after China, the US and Japan. Not to mention, India is currently world’s second largest two-wheeler manufacturer.

The Indian auto component industry in 2016-17, register the annual turnover of US$ 43 billion; expected to touch US$ 115 billion by FY 20–21. In addition, industry exports are projected to reach up to US$ 30 billion by FY 20–21 (26 per cent of the market).

The domestic auto component industry is expected to grow by 9-11 per cent during FY18, driven by robust growth expectation in domestic passenger vehicles (PV) and two wheelers (2W) segment. As per an ICRA note, after considering the increasing content per vehicle due to various technological advancement as well as regulatory measures (emission, safety regulations), the growth in the auto component industry will be relatively higher than the underlying growth in the automotive industry in the medium to long term.

Commodity prices have been rising over the last 4-5 quarters, thereby pressurising industry’s profitability. Amongst all ancillaries, tyre manufacturers were the worst impacted due to sharp volatility in rubber prices.

Other commodities like steel and lead also remained at elevated level and continued to pressurize profitability of players.

Nevertheless, strong revenue growth during Q2 FY2018 has offset some impact of commodity price pressure. Though overall OPM continues to remain lower than last year’s level, most auto ancillaries have witnessed sequential improvement in operating margins.

However, given surplus capacities, the industry has been on a consolidation mode over the last two years, taking steps towards deleveraging their balance sheet. With select OEMs exploring inorganic growth opportunities in India as well as in overseas market to support growth, as well as to diversify its clientele and product portfolio, some incremental leverage may be expected.

Overall ancillaries are concentrated on moving up the value chain to mitigate profitability and competitive pressure in the intensely competitive industry. Incremental investments by auto ancillaries are primarily towards new order/platform related requirement or debottlenecking of existing capacity. Few have started investing keeping in mind the requirements for BS VI (in 2020), CAFE norms and electric vehicles in 2030.

• Revenues have risen from US$ 26.5 billion in FY08 to US$ 43.5 billion in FY17 at a CAGR of 5.66 per cent during FY08-17.

• The market size for auto component sector increased by 11.5 per cent reaching to US$ 43.5 billion in FY17 from US$ 39 billion in FY16.

• As per Automobile Component Manufacturers Association (ACMA) forecasts, automobile component exports from India are expected to reach US$ 70-billion by 2026 from US$ 10.9 billion in FY17. The Indian auto component industry aims to achieve US$ 200 billion in revenues by 2026.

• The industry is expected to post a 13-15 per cent growth rate in FY18, on the back of robust growth in domestic passenger vehicle, commercial vehicle, tractor and two-wheeler segments.^

MarketSizeThe Indian auto-components industry can be broadly classified into the organised and unorganised sectors. The organised sector caters to the Original Equipment Manufacturers (OEMs) and consists of high-value precision instruments while the unorganised sector comprises low-valued products and caters mostly to the aftermarket category.

The total value of India’s automotive exports stood at ` 73,128 crore (US$ 10.9 billion) in 2016-17 as compared ` 70,916 crore ($10.8 billion) in the year 2015-16. This has been driven by strong growth in the domestic market and increasing globalisation (including exports) of several Indian suppliers. Auto-component exports from India are expected to grow 7-9 per cent in FY18, backed by stronger global growth and higher exports to emerging nations. Growth is further expected to accelerate to 8-10 per cent in FY19 due to pick up in global scenario.

The Indian automotive aftermarket is expected to reach ` 75,705 crore (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$ 100 billion by 2020 backed by strong exports ranging between US$ 80- US$ 100 billion by 2026, from the current US$ 11.2 billion.

InvestmentsThe Foreign Direct Investment (FDI) inflows into the Indian automobile industry during the period April 2000 – December 2017 were recorded at US$ 18.41 billion, as per data by the Department of Industrial Policy and Promotion (DIPP).

GovernmentInitiativesThe Government of India’s Automotive Mission Plan (AMP) 2006–2016 has come a long way in ensuring growth for the sector. Indian Automobile industry is expected to achieve a turnover of $300 billion by the year 2026 and will grow at a rate of CAGR 15 per cent from its current revenue of $74 billion.

Government has drafted Automotive Mission Plan (AMP) 2016-26 which will help the automobile industry to grow and will benefit Indian economy in the following ways:-



• Contribution of auto industry in the country’s GDP will rise to 13 per cent, currently which is less than 10 per cent

• More than 100 million jobs will be created in the economy• Companies will invest around US $80 billion as a part of

their capital expenditure.• End of life Policy will be implemented for old vehiclesRoad Ahead

The rapidly globalising world is opening up newer avenues for the transportation industry, especially while it makes a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt to the change via systematic research and development.

Challenges

The automobile industry is flourishing, hence the Indian auto component & parts sector, which is a spine of Indian automobile industry, should be extremely competitive and effective. Few of the key challenges can be identified as below:

• Major machine challenges are high maintenance cost, old machines and low productivity of machine.

• Some other issue faced by the organisation is frequent breakdown (15 percent), high workforce to operate (12 percent) and low automation or no automation (10 percent)

• Supply chain challenges included challenges due to inventory management, material handling, customer demand and transportations

• Inventory challenges included challenges related to demand variability, extended response time, lack of

visibility of supply chain, lack of collaboration between partners, quality level and reliability of service from suppliers

• Supplier related challenges included challenges related to delayed delivery, improper quality raw material, non-availability, high price of product.

OUTLOOK:

Although near term prospects of Indian auto industry look cloudy due to Infrastructure bottlenecks, delayed reforms, policy stagnation, high interest rates, and global financial meltdown, the industry’s medium to long term outlook looks promising. The government is taking various industry friendly majors and when they will come into ground realty, industry’s whole mathematics will change.

Auto Policy 2002 and Auto Mission Plan 2006-26 - framework for Automotive Manufacturing in India

• Manufacturing and Imports Free from Licensing and Approvals

• WTO compliant policies (no import restrictions and reduced tariff levels)

• Robust Legal system and stable Foreign Exchange regime

• Joined UN-ECE WP 29 for Global Standard in Technology

• Increased budgets for R&D activities• 100% FDI permitted without prior Govt. approval

RISK AND CONCERNS

The key issue confronting the auto component industry in India is of building the economies of scale and another key development in the sector is raising raw material prices, which continue to put pressure on operating margins.

SWOTANALYSIS

Opportunities• Massive growth Prospect in Auto Sector• 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

Strengths• 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• Customized solution


Threats• Trained man-power shortage• Indian auto component industry faces direct threat

from China and Other Asian Countries• Material of components has been changed by OEMs

from sheet metal to plastic• 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

Weakness• High interest rates• Very high fuel prices• Stagnating disposable income• 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

PRODUCTANALYSIS&REVIEW

YourcompanycaterstothefollowingProductSectors:

• 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 unauthorized use or disposition, and that transaction are authorized, 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.

OPERATINGRESULTSANDPROFITS

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.

FINANCECHARGES

The Finance Costs were ` 164.63 millions in the year 2017-18 as against ` 199.66 millions in the year 2016-17.

DepreciationCurrent Year Depreciation was at ` 138.45 millions in comparison to ` 139.47 millions in previous year.

Tax Tax Expenses for current year is (` 27.41) millions and Deferred Tax amounting to ` 52.94 millions as compared to ` 82.04 millions and Deferred Tax amounting to (` 218.96)millions in the previous year.

NetProfitNet Profit after tax for the year 2017-18 is ` 127.33 millions as compared to Net Profit of ` 493.27 millions 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 organizational 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 FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Rasandik Engineering Industries India Limited (“the Company”), which comprise the balance sheet as at 31 March 2018, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.

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 judgements 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.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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.

OPINION

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

OTHER MATTER

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standard) Rules, 2006 audited by the predecessor auditors (i.e. AWATAR & CO. ) whose report for the year ended 31 March 2017 and 31 March 2016 dated 30 May 2017 and 30 May 2016 respectively expressed an unmodified opinion on those financial statements, and have been restated to comply with Ind AS. Adjustment made to the previously issued said financial information prepared

Independent Auditor’s Report


Independent Auditor’s Report (Contd.)

in accordance with the Companies (Accounting Standards) Rules 2006 to comply with Ind AS have been audited by us.

Our opinion is not modified in respect of this matter.

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, the statement of cash flows 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, read with relevant rules issued thereunder.

(e) On the basis of the written representations received from the directors as on 31 March 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 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” and

(g) 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 33 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 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 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 GuptaPlace : New Delhi PartnerDated : 30 May 2018 Membership No. 90104



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 31 March 2018 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, 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 controls over financial reporting needs improvements as at 31 March 2018 considering the essential components of internal control stated in the Guidance Note issued by the ICAI.



Ajay GuptaPlace : New Delhi PartnerDated : 30 May 2018 Membership No. 90104

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)


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 3 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 also 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 to the Company.

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 deposits within the provisions of sections 73 to 76 of the Act and the Rules framed there under.vi The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the

Companies Act, 2013 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, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities except for goods and service tax. There were no arrears of undisputed statutory dues as at 31 March, 2018, 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 31 March, 2018 in respect of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax except as belowNature of dues Assessment Year Rs. in Lacs Forum where pendingValue Added Tax 2012-13 119.01 Excise & Taxation Commissioner (Appeals), FaridabadCentral Sales Tax 2013-14 3.36 Dy. Excise Commissioner, MewatIncome Tax 2007-08 28.09 Income Tax Appellate Tribunal

viii The Company does not have any loans or borrowings from Government in the books of accounts at any time during the year. The Company has not issued any debentures. The Company has not defaulted in repayment of loans and borrowings from financial institution. The Company has defaulted in repayment of loans and borrowings to banks. (Also refer Note 4 and 6 of financial statements). Unpaid overdue interest and installments to banks as at 31 March 2018 are per details given belowS No Name of Bank Rs. in Lacs Remarks1 Oriental Bank of Commerce, Delhi 286.23 Dec 2017 Instalment – since paid2 Oriental Bank of Commerce, Delhi 294.00 March 2018 Instalment– since paid3 Oriental Bank of Commerce, Delhi 40.19 Interest on above– since paid

ix The Company did not raise any money by way of initial / further public offer (including debt instruments) and has not taken any term loans taken during the year.

x According to information and explanations given to us 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 course of our audit.

xi According to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

xii The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

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 sections 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 During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. However the Company has received share application money during the year and allotted shares subsequent to the date of balance sheet. (Also refer Footnote below Statement of Changes in Equity)

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 him as referred to in section 192 of the Act.

xvi 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.


ICAI Firm Regn. No. 109208WAjay Gupta

Place : New Delhi PartnerDated : 30 May 2018 Membership No. 90104



(` in Lacs)

ParticularsNote No.

As at March 31, 2018


As at April 01, 2016

ASSETSNon Current AssetsProperty, plant and equipment 3 20,862.62 20,799.13 22,318.03 Capital work-in-progress 630.15 1,564.64 1,658.21 Financial assets

Others 4 112.82 113.29 948.23 Other non-current assets 5 365.50 311.49 346.24 Subtotal (A) 21,971.09 22,788.55 25,270.71 Current AssetsInventories 6 4,069.23 5,040.80 4,529.09 Financial assets

Trade receivables 7 2,730.43 2,277.15 1,789.49 Cash and cash equivalents 8 246.07 36.19 46.40 Bank balances other than above 9 30.68 25.96 36.98 Others 10 152.57 1,062.56 160.65

Other current assets 11 410.69 566.19 848.42 Subtotal (B) 7,639.67 9,008.85 7,411.02 Total Assets (A+B) 29,610.76 31,797.40 32,681.73 EQUITY AND LIABILITIESEQUITYEquity share capital 12 472.50 472.50 472.50 Other equity 7,621.26 7,284.88 6,786.36 Total equity (C) 8,093.76 7,757.38 7,258.86 LIABILITIESNon Current LiabilitiesFinancial Liabilities

Borrowings 13 3,798.53 5,025.51 6,267.54 Provisions 14 137.13 145.34 135.78 Deferred tax liabilities (Net) 15 3,669.28 3,611.55 3,827.73 Other non current liabilities 16 1,216.11 1,316.84 1,415.98 Total Non Current Liabilities (D) 8,821.05 10,099.24 11,647.03 Current LiabilitiesFinancial Liabilities

Borrowings 17 5,927.52 5,596.34 5,858.85 Trade payables 18 3,391.19 3,468.77 2,787.33 Other 19 2,306.29 3,194.68 3,376.37

Provisions 20 109.71 113.06 105.66 Other current liabilities 21 961.24 1,567.93 1,647.63 Total Current Liabilities (E) 12,695.95 13,940.78 13,775.84 Total Equity and Liabilities (C+D+E) 29,610.76 31,797.40 32,681.73

Balance Sheetas at March 31, 2018

As per our report of even date attachedFor V. Sankar Aiyar & Co. For and on behalf of Board of DirectorsChartered AccountantsICAI Firm Registration No.109208W

Ajay Gupta Rajiv Kapoor Dr Shyam S. Sethi Partner 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 : 30 May 2018 ACS 15852


(` in Lacs)Note No.

Year ended March 31, 2018


INCOMERevenue from operations 22 24,732.55 24,547.99 Other income 23 538.20 1,352.30 Total Revenue 25,270.75 25,900.29

EXPENSESCost of materials consumed 24 14,996.21 14,387.66 Changes in inventories of finished goods, Stock in trade and work in progress

25 1,168.68 (287.81)

Manufacturing and operating expenses 26 1,665.83 1,738.24 Employee benefits expense 27 2,216.83 2,133.00 Finance costs 28 1,646.26 1,996.57 Depreciation 29 1,384.51 1,394.65 Excise duty paid 845.77 3,048.81 Other expenses 30 1,193.80 1,132.82 Total Expenses 25,117.89 25,543.94

Profit/ (loss) before tax 152.86 356.35 Tax expense : 31

Current tax (27.41) 82.04 Deferred tax 52.94 (218.96)

Profit / (loss) for the year 127.33 493.27

Other Comprehensive IncomeOther comprehensive income not to be reclassified to profit or loss in subsequent periods:Re-measurement gains/ (losses) on defined benefit plans 13.84 8.03 Tax effect on above (4.79) (2.78)Other comprehensive income for the year 9.05 5.25 Total comprehensive income for the year 136.38 498.52 Earning per Equity Share of Rs 10 each 32Basic (Rs) 2.69 10.44 Diluted (Rs) 2.69 10.44

Statement of Profit & Lossfor the year ended March 31, 2018






(` in Lacs)Year ended

March 31, 2018Year ended

March 31, 2017CASH FLOW FROM OPERATING ACTIVITIES:(Loss) / Profit after exceptional Items & before Tax 152.86 356.35 Adjustments for :

Depreciation 1,384.51 1,394.65 Interest income on bank deposit (4.36) (0.62)Keyman insurance policy - (74.75)EPCG grant income (26.12) (40.27)Profit on sale of fixed assets (0.23) - Loss on sale of fixed asset 0.35 5.70 Balance written back of trade payable / advances (127.34) (88.52)Balance written back of FCCB - (874.00)Balance written back of redemption premium of FCCB - (114.22)Expected credit loss provision 2.93 - Unrealised foreign exchange fluctuations (0.38) 0.21 Lease rent income (112.27) (112.22)Finance costs 1,595.52 1,941.31 Unwinding finance cost 50.74 55.26

Operating profit before working capital changes 2,916.21 2,448.88 Adjustments for :

Trade receivables (456.21) (487.66)Inventories 971.57 (511.72)Other financial asset 908.58 7.83 Other current asset 155.50 282.23 Trade payables 49.77 769.96 Other financial liabilities (202.29) 118.61 Other liabilities (619.77) (81.61)Provisions 2.28 24.99

Cash generated from operations 3,725.64 2,571.51 Direct taxes paid (53.21) (77.91)

Net Cash from Operating Activities 3,672.43 2,493.60

Statement of Cash Flows


Statement of Cash Flowsfor the year ended March 31, 2018 (Contd.)



March 31, 2017Cash Flow from Investing Activities:Purchase of fixed asset including capital work in progress (514.38) (255.58)Capital advances 26.61 30.62 Capital payables (0.49) (92.50)Sale of fixed assets 0.75 15.10 Investment in fixed deposits (Net) (4.72) 11.02 Interest received 6.24 0.57 Net Cash used in Investing Activities (485.99) (290.77)Cash Flow from Financing ActivitiesRepayments of long term borrowings (1,810.20) (104.04)(Repayments) / proceeds from short term borrowings 331.18 (262.51)Proceeds of share application money 200.00 - Interest paid (1,697.92) (1,846.28)Net Cash used in Financing Activities (2,976.94) (2,212.83)Net Increase in Cash and Cash Equivalents 209.50 (10.00)Cash and Cash Equivalents (Opening Balance) 36.19 46.40 Effect of exchange differences on translation of foreign currency cash & cash equivalents

0.38 (0.21)

Cash and Cash Equivalents (Closing Balance) 246.07 36.19 Break up of Closing Cash & Cash EquivalentCurrent Account 241.15 29.90 Cash in Hand 4.92 6.29

246.07 36.19

Reconciliation of liabilities from finacing activities Long term Long termAs at 31 March 2017 7,408.31 5,596.34 Proceeds* 331.18 Repayments (1,810.20)As at 31 March 2018 5,598.11 5,927.52

Note : Proceeds in case of short term borrowings reflect amount received during the year net of payment.






Statement of Changes in Equity

(A) EQUITY SHARE CAPITAL

(` in Lacs)Particulars AmountAs at 1 April 2016 472.50 Changes in equity share capital during the year - Balance as at 31 March 2017 472.50 Changes in equity share capital during the year - Balance as at 31 March 2018 472.50

(B) OTHER EQUITY

(` in Lacs)Particulars Reserves and Surplus Share

Application Money

pending Allotment

Total impact

on Other Equity

Retained Earning

General Reserve

Securities Premium Account

Capital Reserve

As at April 1, 2016 5,944.08 724.74 75.00 42.54 - 6,786.36 Profit/ (loss) for the year 493.27 - - - - 493.27Other Comprehensive Income - - - - - - Re-measurement gains (losses) on defined benefit plans

5.25 - - - - 5.25

As at March 31 2017 6,442.60 724.74 75.00 42.54 - 7,284.88 Adjustments: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

(see note below)As at March 31 2018 6,578.98 724.74 75.00 42.54 200.00 7,621.26

Note

Based on the decision of the Board, the shareholders in the EGM held on 28 March 2018 approved the preferential issue of 10.94 Lacs shares at a premium of Rs.193.50 per share. These were allotted on 11 April 2018 and total amount raised from the issue is Rs. 2226.29 Lacs.





Notes to the Financial Statementfor the year ended March 31, 20181. 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 address of its registered office 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, rear axle, 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, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

These financial statements are first financial statement of the Company under Ind AS and as covered by Ind AS 101 – First time adoption of Indian Accounting Standard. Refer Note no. 2 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flow.

The financial statements have been prepared on a 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 involved 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.



1.5 Property, Plant and equipment

On transition to Ind AS, the Company has 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 its previous estimates, depreciation is being 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 Rs. 5,000/- or less are depreciated in full.

1.6 Capital work in progress

Capital work-in-progress includes assets under construction in the course of construction for production or / and 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.

1.8 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.

1.10 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

Notes to the Financial Statementfor the year ended March 31, 2018 (Contd.)


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 or 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.

1.11 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 + 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.

1.12 Financial Instruments

1 Financial asset

i. Initial recognition and Measurement

All financial assets and liabilities 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 measures 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 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 are 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.

2 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 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.




3 Equity instruments

The Company measures its equity investment other 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.

4 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.

5 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.

1.13 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.

1.15 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 benefit includes performance incentive, 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.

ESI

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 an expense during the year

Compensated absence:

Benefits comprising compensated absences as per company policy constitute 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.

Remeasurement, 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. Remeasurement 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

- Remeasurement



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.

1.16 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 dates. 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 the option available to the Company under Ind AS 101.

1.17 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.

1.18 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, rebates, value added taxes and amounts collected on behalf of third parties.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made.

The specific recognition criteria described below must also be met before revenue is recognized:

• The Company has transferred risk and rewards incidental to ownership to the customer.

• The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

• It is probable that the economic benefits associated with the transactions will flow to the Company

• It can be reliably measured and it is reasonable to expect ultimate collection.

Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. No element of financing is deemed present as the sales are made with a credit term which is consistent with market practice.

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.




1.19 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.

1.20 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 as 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.

1.21 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

1.22 Dividends

Final dividends on shares are recorded on the date of approval by shareholders of the company.

1.23 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.

1.24 Recent Accounting Pronouncements

(a) Ind AS 115-Revenue from Customers

On March 28, 2018 Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognise revenue when the control of goods or services underlying the particular performance obligation is transferred to customers. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainties of revenue and cash flows arising from the underlying terms and conditions of the contract between the entity and customer. An entity may choose to apply the new standard to its historical transactions and retrospectively adjust each comparative period. Alternatively, an entity can recognise the cumulative effect of applying the new standard at the date of initial application and make no adjustments to its comparative information (Catch up transition Method). The chosen transition option can have a significant effect on revenue trends in the financial statements. A change in the timing of revenue recognition may require a corresponding change in the timing of recognition of related costs. The standard is effective for annual periods beginning on or after 1 April 2018. The Company is currently evaluating the requirements of Ind AS 115, and has not yet determined the impact on the financial statements.

(b) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration

On March 28, 2018 MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transaction and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use an initial recognition of the related asset, liability, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and impact is not material.



2 FIRST TIME IND AS ADOPTION RECONCILIATIONS

2.1 Effect of Ind AS adoption on the balance sheet as at 31 March 2017 and 1 April 2016

(` in Lacs)Particulars As at 31 March 2017 As at 1 April 2016

Note no.

Previous GAAP

Effect of transition to Ind-AS

As per Ind AS

Previous GAAP

Effect of transition to Ind-AS

As per Ind AS

ASSETSNon-current assetsProperty, plant and equipment a, c 11,841.18 8,957.95 20,799.13 13,249.57 9,068.46 22,318.03 Capital work-in-progress a, c 2,834.44 (1,269.80) 1,564.64 2,928.01 (1,269.80) 1,658.21

Financial AssetsOthers d, e 132.07 (18.78) 113.29 133.53 814.70 948.23 Other non-current assets e 362.24 (50.75) 311.49 396.99 (50.75) 346.24 Total non-current assets 15,169.93 7,618.62 22,788.55 16,708.10 8,562.61 25,270.71

Current assetsInventories 5,040.80 - 5,040.80 4,529.08 - 4,529.08 Financial assets

Trade receivables e 2,549.84 (272.69) 2,277.15 2,062.18 (272.69) 1,789.49 Cash and cash equivalents 36.19 - 36.19 46.40 - 46.40 Bank balances other than above 25.96 - 25.96 36.98 - 36.98 Others d 154.33 908.23 1,062.56 160.65 - 160.65

Other current assets e 735.28 (169.09) 566.19 1,017.51 (169.09) 848.42 Total current assets 8,542.40 466.45 9,008.85 7,852.80 (441.78) 7,411.02 Total assets 23,712.33 8,085.07 31,797.40 24,560.90 8,120.83 32,681.73 EQUITY AND LIABILITIESEquity Equity share capital 472.50 - 472.50 472.50 - 472.50 Other equity 2.5 2,452.65 4,832.23 7,284.88 2,157.94 4,628.42 6,786.36 Total equity 2,925.15 4,832.23 7,757.38 2,630.44 4,628.42 7,258.86 LiabilitiesNon-current liabilitiesFinancial Liabilities

Borrowings 5,025.51 - 5,025.51 6,267.54 - 6,267.54 Provisions 145.34 - 145.34 135.78 - 135.78 Deferred tax liability (Net) h 1,097.23 2,514.32 3,611.55 1,077.57 2,750.16 3,827.73 Other non current liabilities b, c 578.32 738.52 1,316.84 673.73 742.25 1,415.98 Total non-current liabilities 6,846.40 3,252.84 10,099.24 8,154.62 3492.41 11,647.03 Current liabilitiesFinancial Liabilities

Borrowings 5,596.34 - 5,596.34 5,858.85 - 5,858.85 Trade payables 3,468.77 - 3,468.77 2,787.33 - 2,787.33 Other 3,194.68 - 3,194.68 3,376.37 - 3,376.37

Provisions 113.06 - 113.06 105.66 - 105.66 Other current liabilities 1,567.93 - 1,567.93 1,647.63 - 1,647.63 Total current liabilities 13,940.78 - 13,940.78 13,775.84 - 13,775.84 Total Equity and Liabilities 23,712.33 8,085.07 31,797.40 24,560.90 8,120.83 32,681.73




2.2 Effect of Ind AS adoption on statement of profit and loss for the year ended 31 March, 2017

(` in Lacs)Particulars Note

No Previous

GAAP Effect of

transition to Ind-AS

As per Ind-AS

INCOMERevenue from operations f 21,499.18 3,048.81 24,547.99 Other income b, c, d 1,218.57 133.73 1,352.30 Total Income 22,717.75 3,182.54 25,900.29

EXPENSESCost of materials consumed 14,387.66 - 14,387.66 Changes in inventories of finished goods, Stock in trade and work in progress

(287.81) - (287.81)

Manufacturing and operating expenses 1,738.24 - 1,738.24 Employee benefits expense g 2,124.97 8.03 2,133.00 Finance costs b 1,941.31 55.26 1,996.57 Depreciation a, c 1,284.15 110.50 1,394.65 Excise duty paid f - 3,048.81 3,048.81 Other expenses 1,132.82 - 1,132.82 Total expense 22,321.34 3,222.60 25,543.94

Profit/ (loss) before tax 396.41 (40.06) 356.35 Tax expense : Current tax 82.04 - 82.04 Deferred tax h 19.66 (238.62) (218.96)Profit / (loss) for the year 294.71 198.56 493.27

Other Comprehensive IncomeOther comprehensive income not to be reclassified to profit or loss in subsequent periods:Re-measurement gains/ (losses) on defined benefit plans g - 8.03 8.03 Tax effect on above h - (2.78) (2.78)Other comprehensive income for the year - 5.25 5.25 Total comprehensive income for the year 294.71 203.81 498.52

The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

2.3 Reconciliation of Profit and Other Equity between Ind AS and Previous GAAP

(` in Lacs)Particulars Net Profit Other Equity

Note no

Year ended 31 March 2017

As at 31 March 2017

As at 1 April 2016

Net profit / Other Equity under previous GAAP 294.72 2,925.16 2,630.44 Reclassification under Ind ASAdjustments under Ind ASFair valuation of Property, plant and equipment a (65.00) 7,124.25 7,189.25 Recognition of depreciation of earlier year a (18.54) (91.04) (72.50)Impact of EPCG grant accounting c 13.31 (47.05) (60.35)Fair valuation of advance lease rent recieved b (36.55) (36.54) - Recognition of keyman insurance (FVTPL) d 74.75 908.23 833.48 Expected credit loss provision e - (511.30) (511.30)Deferred tax effect on above h 235.83 (2,514.33) (2,750.16)

203.80 4,832.22 4,628.42 Net profit before OCI / Other Equity as per Ind AS 498.52 7,757.38 7,258.86



NOTES TO THE RECONCILIATIONS

Exceptions and Exemptions applied for Transition to Ind AS

Ind AS 101 “First-time adoption of Indian Accounting Standards” (hereinafter referred to as Ind AS 101) allows first time adopters few mandatory and optional exemptions from the retrospective application of certain Ind AS. In preparing these financial statements, the Company has applied the below mentioned exemptions-

Mandatory Exceptions:

(i) Estimates

Upon an assessment of the estimates made under previous GAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS except where revision in estimates was necessitated by Ind AS. The estimates used by the Company to present the amounts in accordance with Ind AS reflect conditions existing as at 1 April, 2016 the date of transition to Ind AS and as at 31 March, 2017.

(ii) Derecognition of financial assets and financial liabilities

The Company has elected to apply the derecognition requirements for financial assets and financial liabilities in accordance with Ind AS 109, prospectively for transactions occurring on or after the date of transition to Ind AS.

(ii) Classification and measurement of financial assets

The company has classified the financial assets in accordance with Ind AS 109, on the basis of facts and circumstances that exist at the date of transition to Ind AS.

This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.

a) Property, Plant and Equipment

The Company has elected to measure the certain items of property, plant and equipment on the date of transition to Ind AS i.e. 1st April, 2016 at its fair value and is using that fair value as its deemed cost on that date. Items measured at fair value are plant and equipment (including CWIP), freehold land and leasehold land. Building, furniture & fixtures, office equipments and vehicles are carried at their previous GAAP carrying amount.

On the date of transition to Ind AS, the Company has fair value the entire class of land as its deemed cost and increased the value of land by Rs.8,796.52 and credited to retained earnings.

On the date of transition to Ind AS, the Company has also value the entire class of plant and equipment (including CWIP) and decreased the value of plant and equipment Rs.1607.26 Lacs (mainly relates to Singur project at West Bengal) and debited to retained earnings. The management is considering various options as to how the equipment can be appropriately put to use. Therefore, it is considered appropriate to carry the said equipment under the head “Capital work in progress” at its fair value as on the transition date.

Leasehold land cost includes land at Singur in West Bengal of Rs 153.45 Lacs for the purposes of manufacturing auto components. In June 2011, the Government of West Bengal (State Government) enacted a law cancelling the land lease agreement at Singur, and took over possession of the land. In June 2012, the Calcutta High Court declared the law unconstitutional and restored Company’s rights under the land lease agreement. The State Government led an appeal in the Supreme Court of India in August 2012, which is pending disposal. The Company has carried out fair valuation of entire class of land and accordingly, as a matter of prudence the deemed cost of leasehold hold at singur has been assessed as Rs. Nil, as on the transition date. The Company will however continue to pursue the case and assert its rights and its claims in the Courts.

The Company has elected to continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP.

Prior period depreciation on certain PPE of Rs. 72.50 Lacs is adjusted in retained earnings and Rs 18.54 Lacs in statement of profit and loss in the FY 2016-17 as per IND AS 8 identified during the process of IND AS Convergence.




b) Advance Lease Rental

The lease rent received in advance for the entire lease period has been fair valueed as on the transition date. The difference between the amount received and fair value on initial recognition is recognised as “deferred rent” and included as part of “other current & non current liabilities”. This amount is subsequently recognised in the Statement of Profit and Loss on a straight line basis as rental income. Further, interest expense computed on the present value of “lease rent received in advance” is charged over the tenure of the lease period using the EIR method.

c) Accounting for EPCG Grant

During 2008-09 & 2011-12, the company had imported certain plant and machinery under EPCG scheme whereby the company received exemption from payment of custom duty subject to the condition of executing certain minimum export sales in future. Under previous GAAP, benefit under EPCG scheme was being reduced from the value of imported plant & machinery. However, under IND AS, it is not allowed to reduce government grant from the cost of the assets. The government grant needs to be recognised as income in profit and loss over the period of the completion of export obligation. The deferred grant relating to export obligation completed as on the transition date have been directly adjusted in retained earnings and the balance deferred grant is released to statement of profit and loss in proportion to the export obligation completed in respective financial year. This has led to upward adjustment in cost of said plant & machinery. Also, the depreciation charge to profit and loss has changed as a result of change in cost of plant & machinery.

d) Keyman insurance policy

Under Ind AS, keyman insurance policy taken in earlier year by the Company has been fair valued through profit

and loss (FVTPL). The fair value (i.e. surrender value) as on the transition date of Rs 833.48 Lacs has been accounted directly in equity and incremental fair value of Rs 74.75 for the year ended 31 March, 2017 has been credited to statement of profit and loss

e) Expected Credit Loss (ECL)

The Company has applied expected credit loss model for recognising the allowance for doubtful loans, debts, security and advances. The Company, based on the simplified approach for recognition of impairment loss allowance for trade receivables/advances has been provided as per its respective credit risk as on the transition date. As a result, loss allowance of Rs 511.30 Lacs has been adjusted with a corresponding impact in the retained earnings as at 1 April 2016.

f) ‘Excise Duty

Excise duty in previous GAAP shown as deduction from Revenue. Under Ind AS the revenue is inclusive of excise duty and shown as expense.

g) ‘Re-measurement of Defined Benefit Plan

Under Previous GAAP, re-measurement of retirement defined benefit plans i.e. actuarial gains/ (losses) arising due to experience adjustments and change in assumptions were recognised in the statement of profit and loss. Under Ind AS re-measurement of retirement defined benefit plans (net of tax) is recognised in the “Other Comprehensive Income”.

h) Deferred Tax

The above adjustments have led to change in net deferred tax asset/ liability. The deferred tax adjustment as mentioned above includes error of Rs 403.65 Lacs in opening balance sheet and Rs 229.17 Lacs in statement of profit & loss in the FY 2016-17 as per IND AS 8 identified during the process of IND AS Convergence.



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4 OTHER NON-CURRENT FINANCIAL ASSETS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Security Deposits

Considered Good 112.82 113.29 114.75 Considered Doubtful 18.78 18.78 18.78

Surrender value of Keyman Insurance Policy - - 833.48 131.60 132.07 967.01

Less: Provision for Doubtful security deposit (18.78) (18.78) (18.78)Total 112.82 113.29 948.23

5 OTHER NON-CURRENT ASSETS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016(Unsecured, Considered Good)Capital advances

Considered good 170.33 196.94 227.56 Considered doubtful 50.75 50.75 50.75

Advance tax (Net of Provisions) 195.17 114.55 118.68 416.25 362.24 396.99

Less: Provision for doubtful capital advances (50.75) (50.75) (50.75)Total 365.50 311.49 346.24

6 INVENTORIES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Raw materials 2,136.10 2,019.48 1,864.30 Raw materials in transit - 1.34 0.92 Work-in-progress 1,211.43 1,090.66 1,045.19 Finished goods 171.67 1,461.12 1,218.78 Stores and spares 546.81 465.44 397.16 Packing material 3.22 2.76 2.73 Total 4,069.23 5,040.80 4,529.08

7 TRADE RECEIVABLES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Considered good 2,730.43 2,277.15 1,789.49 Considered doubtful 275.62 272.69 272.69

3,006.05 2,549.84 2,062.18 Less: Provision for doubtful debts (275.62) (272.69) (272.69)Total 2,730.43 2,277.15 1,789.49



8 CASH AND CASH EQUIVALENTS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Bank balance in current accounts 241.15 29.90 40.91 Cash on hand 4.92 6.29 5.49 Total 246.07 36.19 46.40

9 BANK BALANCE OTHER THAN 8 ABOVE

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Bank deposit with original maturity more than 3 months less than 12 months*

30.68 25.96 36.98

Total 30.68 25.96 36.98 * Bank deposits represents deposits marked lien in favour of Bank(s)

19.43 15.44 36.98

10 OTHER CURRENT FINANCIAL ASSETS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Interest accrued and due on loans and advances 136.79 138.67 138.62 Advance to employees 15.78 15.66 22.03 Surrender value of keyman insurance policy - 908.23 - Total 152.57 1,062.56 160.65

11 OTHER CURRENT ASSETS.

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016(Unsecured, Considered Good )Advance recoverable in cash or in kind


Prepaid expense 40.54 19.48 23.24 Advance to suppliers


Balance recoverable from Government Authorities 94.13 139.94 534.64 579.77 735.27 1,017.50

Less : Provision for doubtful advances recoverable (5.51) (5.51) (5.51)Less : Provision for doubtful advance to suppliers (163.57) (163.57) (163.57)Total 410.69 566.19 848.42




12 EQUITY SHARE CAPITAL

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Authorised100,00,000 (31st March 2017 100,00,000, 1st April 2016 100,00,000) Equity Shares of Rs.10/- each

1,000.00 1,000.00 1,000.00

Issued, subscribed and fully paid47,25,000 (31st March 2017 - 47,25,000, 1st April 2016 - 47,25,000) Equity Shares of Rs.10/- each

472.50 472.50 472.50

Total 472.50 472.50 472.50

(a) Terms/ rights attached to equity sharesi) The Company’s equity shares have a par value of Rs. 10/- each. ‘Holder of equity shares is entitled to one vote per

share.

ii) The Company declares and pays dividend in Indian Rupees.The Dividend is proposed by Board of Directors and 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 outstandingAt the beginning of the year 47.25 47.25 47.25 Issued during the yearOutstanding at the end of the year 47.25 47.25 47.25 c) Shares held by each shareholder holding more than 5% shares

Name of the shareholderNumber of SharesRajiv Kapoor 8.10 8.10 8.10 Radhika Securities Pvt Ltd 6.51 6.51 6.51 Ganesha Securities Pvt Ltd 6.17 6.17 6.17 % holdingRajiv Kapoor 17.14% 17.14% 17.14%Radhika Securities Pvt Ltd 13.78% 13.78% 13.78%Ganesha Securities Pvt Ltd 13.06% 13.06% 13.06%

13 NON CURRENT BORROWINGS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016SecuredTerm loans

Banks. 5,598.11 6,658.18 6,872.47 Other - 750.13 639.88

5,598.11 7,408.31 7,512.35 Less : Current maturites of long term borrowings at the year end (Refer note no 19)SecuredLong term debts

Banks. (1,799.58) (1,632.67) (1,244.81)Other - (750.13) -

Total 3,798.53 5,025.51 6,267.54



The Company has defaulted in repayment of loans and interest in respect of the following:

(` in Lacs)Name of Bank Particulars Overdue amount RemarksOriental Bank of Commerce, Delhi Dec 2017 Instalment 286.23 Since paid Oriental Bank of Commerce, Delhi March 2018 Instalment 294.00 Since paid Oriental Bank of Commerce, Delhi Interest on above 40.19 Since paid

Rupee term loans from banks (Secured)

Corporate Loan of Rs 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 Total2 installments in 2017-18 256.50 513.00 4 installments in 2018-19 256.50 1,026.00 4 installments in 2019-20 313.50 1,254.00 4 installments in 2020-21 406.13 1,624.50

4,417.50

Corporate Loan of Rs 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 Total2 installments in 2017-18 37.50 67.23 2 installments from April 2018 to September 2018 37.50 75.00 4 installments from october 2018 to september 2019 50.00 200.00 4 installments from october 2019 to september 2020 62.50 250.00 8 installments from october 2020 to september 2022 68.75 550.00

1,142.23

The company has taken Vehicle Loans from various banks which carries interest rate @ 9% to12% per annum. The loan are secured against hypothecation of Vehicles purchased. These Loans are taken for maximum three years and falls due for repayment in 2017-18, 2018-19 and 2019-20.

14 NON CURRENT PROVISIONS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Provision for employee benefits.

Gratuity 109.25 111.61 102.49 Leave Encashment 27.88 33.73 33.29

Total 137.13 145.34 135.78




15 DEFERRED TAX LIABILITIES (NET)

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Deferred Tax Liability :Property Plant & Equipment 4,641.08 4,754.80 4,886.08 Keyman Insurance policy Surrender value - 314.32 288.45 Advance against Lease Rentals 59.29 76.85 95.97

4,700.37 5,145.97 5,270.50 Deferred Tax AssetsTrade Receivable 95.38 94.37 94.37 Carry forward losses 533.38 1,018.20 911.99 Provision for Employee Benefit 85.43 89.42 83.56 Deferred Grant income 233.90 242.94 256.88 Deferred Rent 83.00 89.49 95.97

1,031.09 1,534.42 1,442.77 Net Deferred Tax Liability 3,669.28 3,611.55 3,827.73

16 OTHER NON CURRENT LIABILITIES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Deferred rent 221.05 239.82 258.60 EPCG deferred grant 675.87 701.99 742.25 Advance against lease rentals 319.19 375.03 415.13 Total 1,216.11 1,316.84 1,415.98

17 BORROWINGS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016(Repayable on demand)SecuredFrom Banks - Working capital loans 5,562.56 5,231.38 5,453.45 UnsecuredFrom related parties. 364.96 364.96 405.40 Grand Total 5,927.52 5,596.34 5,858.85

Working capital loan (cash credit facility) from Bank is secured by first charge on hypothetication 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 unencumbered 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 unencumbered Industrial land measuring 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.



18 TRADE PAYABLES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Creditors other than Micro enterprises and small enterprises 3,391.19 3,468.77 2,787.33 Net Deferred Tax Liability 3,391.19 3,468.77 2,787.33

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.

19 OTHERS FINANCIAL LIABILITIES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Current maturities of long term borrowingsBank 1,799.58 1,632.67 1,244.81 Others - 750.13 - Interest accrued but not due on borrowings - 69.59 47.86 Interest accrued and due on borrowings 40.49 73.30 - Unpaid matured bonds - - 1,326.60 Retention monies 50.99 78.99 81.03 Creditors for capital goods 233.75 234.24 326.74 Employee benefits payable 144.34 156.98 165.50 Expenses payables 37.14 198.78 183.83 Total 2,306.29 3,194.68 3,376.37

20 CURRENT PROVISIONS

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Provision for employee benefits.Gratuity 100.95 97.50 92.93 Leave encashment 8.76 15.56 12.73 Total 109.71 113.06 105.66

21 OTHER CURRENT LIABILITIES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Statutory dues payable 632.56 207.76 227.30 Advance from customers 216.42 1,247.91 1,268.23 Others payable - - 39.89 Advance against lease rentals 93.49 93.49 93.49 Deferred rent 18.77 18.77 18.72 Total 961.24 1,567.93 1,647.63




22 REVENUE FROM OPERATIONS



March 31, 2017Sale of products #Domestic Sales - Sheet Metal 22,026.62 22,530.10 Domestic Sales - Tools & Dies 1,653.69 745.50 Domestic Sales - Auto 175.77 127.24 Export Sales - Auto 8.84 - Export Sales - Sheet Metal 147.87 233.34

24,012.79 23,636.18 Sale of services:Job Work - Sheet Metal 47.31 49.19 Job Work - Tools & Dies 112.41 123.12

159.72 172.31 Other operating revenues:Scrap Sales 560.04 739.50 Total 560.04 739.50 Grand Total 24,732.55 24,547.99

# In accordance with the requirements of Ind AS/Schedule III of the Companies Act, 2013, sales for the period upto June 30, 2017 and previous year presented herein are inclusive of excise duty. Consequent to applicability of Goods and Service Tax (GST) w.e.f. 1st July, 2017, sales are shown net of GST in accordance with requirements of Ind AS - 18 ‘Revenue’. The sales net of excise / GST for the year ended 31 March 2018 and 31.03. 2017 is Rs 231,72.63 Lacs and Rs 205,87.37 Lacs respectively.

23 OTHER INCOME



March 31, 2017Interest on bank deposits 4.36 0.62 Interest from others 7.62 12.09 Lease rent income 112.27 112.22 Keyman insurance policy 229.27 74.75 EPCG grant income 26.12 40.27 Profit on sale of fixed assets 0.23 - Foreign exchange fluctuation 0.98 1.22 Balances written back 127.34 1,076.74 Miscellaneous income 30.01 34.39 Grand Total 538.20 1,352.30

24 COST OF MATERIAL CONSUMED



March 31, 2017Raw Material Consumed Sheet Metals:Opening stock 2,010.57 1,853.31 Add: Purchase 15,009.13 14,430.52 Less: Closing stock (2,128.52) (2,010.57)Sub Total 14,891.18 14,273.26 OthersOpening stock 8.92 10.99 Add: Purchase 103.69 112.33 Less: Closing stock (7.58) (8.92)Sub Total 105.03 114.40 Total 14,996.21 14,387.66



25 CHANGE IN INVENTORIES OF FINISHED GOODS, WIP AND STOCK IN TRADE:



March 31, 2017Opening stock of WIP 1,090.66 1,045.19 Opening stock of FG 1,461.12 1,218.78 Closing stock of WIP (1,211.43) (1,090.66)Closing stock of FG (171.67) (1,461.12)Total 1,168.68 (287.81)

26 MANUFACTURING AND OPERATING EXPENSES



March 31, 2017Power & fuel 935.46 904.83 Stores & spares consumed 413.74 394.43 Job Work Charges 165.99 93.11 Repairs to : Plant & machinery 125.55 137.27 Building 91.74 83.25 Others 88.59 88.49 Excise duty on finished goods provision (161.55) 29.00 Warranty claims, line rejections etc. 6.31 7.86 Total 1,665.83 1,738.24

27 EMPLOYEE BENEFITS EXPENSE



March 31, 2017Salaries and wages, bonus, gratuity and allowances 1,431.36 1,456.39 Payment to contractors wages 635.45 515.87 Contribution to provident and other funds, 54.63 52.17 Director's remuneration 69.00 38.00 Staff welfare expenses 26.39 70.57 Total 2,216.83 2,133.00

Defined Contribution Plan:

The Company has recognised the following amount in the statement of profit and loss for the year(` in Lacs)



Provident fund 46.72 47.46 ESIC 7.62 4.43 Employee welfare fund 0.29 0.28 Gratuity (Unfunded)Change in present value of Defined Benefit obligations - Present value of obligations at the beginning of the year 137.06 123.38 - Interest cost 10.69 8.99 - Current service cost 15.09 15.28 Actual Plan Participant contribution - - - Benefits paid (10.84) (2.56) - Past Service Cost - - - losses/(Gains) on Curtailment / Settlement - - - Actuarial (gain) / loss on Obligations (13.84) (8.03) - Present value of obligations at the end of the year 138.16 137.06






March 31, 2017Net Defined Benefit cost/(Income) recognised in Statement of Profit and LossCurrent service cost 15.09 15.28 Interest cost 10.69 8.99 Total Defined benefit cost/(Income) included in profit /loss 25.78 24.27

Analysis of amount recognised in other comprehnsive income / loss at year endAmount recognised in OCI, (gain)/loss beginning of Period (92.99) (84.95)Remeasurement Due to :Effect of change in financial assumption (4.73) 4.72 Effect of Experience Adjustment (9.12) (12.75)Total Remeasurement Recognised in OCI(Gain) / Loss (13.84) (8.03)Amount Recognised in other comprehnsive income/loss at year end (120.68) (101.01)

Total Defined benefit cost/(Income) included in profit /loss and Other Comprehensive IncomeAmount Recognised in profit /loss ,End 25.78 24.28 Amount Recognised in OCI, End (13.84) (8.03)Total Net Defined benefit cost/(Income) included in profit /loss 11.94 16.25

Reconcilation of Balance Sheet AmountBalance sheet (Asset) / Liability , beginning of period 137.06 123.38 Total Charge / ( Credit ) recognised in profit / loss 25.78 24.28 Total Remursement recognised in OC (Income) / loss (13.84) (8.03)Benefit Paid (10.84) (2.56)Balance sheet (Asset) / Liability , End of period 138.16 137.07

Current / Non Current BifurcationCurrent Liability 28.91 25.46 Non current Liability 109.25 111.61 Net Liability 138.16 137.07 Defined Benefit Obligation by Participant StatusActives 138.16 137.06 Total Defines Benefit Obligation 138.16 137.06

Sensitivity AnalysisDefined Benefit Obligation - Discount Rate + 100 basis points (8.40) (9.84)Defined Benefit Obligation - Discount Rate - 100 basis points 9.58 8.70 Defined Benefit Obligation - Salary Escalation rate + 100 basis points 9.61 8.68 Defined Benefit Obligation - Salary Escalation rate -100 basis points (8.57) (9.98)

Expected cashflows for next ten yearsYear-2018 - 25.77 Year-2019 29.80 13.14 Year-2020 11.34 13.39 Year-2021 24.67 26.26 Year-2022 18.00 21.00 Year-2023 to 2028 163.67 138.82



28 FINANCE COSTS



March 31, 2017Interest expense 1,570.69 1,923.47 Other borrowing costs 24.83 17.84 Unwinding finance cost 50.74 55.26 Total 1,646.26 1,996.57

29 DEPRECIATION



March 31, 2017Depreciation of Property, plant & equipment 1,384.51 1,394.65 Total 1,384.51 1,394.65

30 OTHER EXPENSES



March 31, 2017Rent. 80.31 78.82 Rates and taxes 42.03 63.12 Insurance . 23.18 23.07 Lease rentals 3.06 10.51 Transportation and forwarding charges 307.04 295.23 Traveling & conveyance 188.27 136.75 Legal, professional and consultancy carges 91.08 70.95 Communication expenses 17.84 20.17 Provision for doubtful debts 2.93 - Payment to auditors:

Statutory audit fees 13.00 13.00 Tax audit fees 3.00 3.00 Taxation matters - 3.00 Other services 11.00 3.03 reimbursement of expenses (out of pocket expenses) 0.19 -

Loss on sale of fixed assets 0.35 5.70 Bank charges 6.16 13.61 Cash discount 106.12 124.30 Net gain/(loss) on foreign currency transactions and translation 0.09 0.21 Miscellaneous expenses 298.15 268.35 Total 1,193.80 1,132.82




31 TAX EXPENSE



March 31, 2017Current tax (MAT) 81.00 82.04 Excess provision of tax of previous year (108.41) - Total Current tax (27.41) 82.04 Deferred Tax 52.94 (218.96)Total Income tax expense 25.53 (136.92)

Reconciliation of effective tax rate on profit before Income taxEnacted Income tax rate 34.61% 34.61%Profit before tax 152.86 356.35 Current tax as per enacted tax rate 52.90 123.32 MAT credit not taken 81.00 82.04 Previous year adjustment (108.41) - Permanent difference 0.04 (342.00)Other - (0.28)

25.53 (136.92)

32 EARNING PER SHARE

(` in Lacs) As at

31 March 2018 As at

31 March 2017 The computation of basic / diluted earning/ ( loss) per share is set out belowNet Profit / (Loss) after current and deferred tax 127.33 493.27 No of Shares outstanding at the beginning of the year 47.25 47.25 No of Shares outstanding at the end of the period 47.25 47.25 Weighted average number of equity shares of Rs. 10/- each 47.25 47.25 EPS (Rs.) - Basic and Diluted 2.69 10.44

33 COMMITMENTS AND CONTINGENCIES

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016a. Contingent Liabilities:Claims against the Company not acknowledged as debts Nil Nil Nil Disputed demand against value added tax for FY 2012-13 119.01 119.01 - Disputed demand against central sales tax for FY 2013-14 against C Form

3.36 3.36 -

Disputed demand against interest on Income tax for AY 2007-08 28.09 - - Disputed demand against central sales tax for FY 2011-12 against C forms

- 46.07 46.07

Disputed demand against interest on value added tax for FY 2011-12 - 14.90 - Disputed demand against Income tax for AY 2008-09 - - 105.35 Possible interest liabilty, if the export obligations are not met under EPCG licence for which extention has been applied for

1,340.36 - -

b. Capital CommitmentsEstimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

Nil 0.20 2.09

In respect of the matter in note no. 33a, future cash outflows are determinable only on receipt of judgements / decisions pending at various forums / authorities. Furthermore, there is no possibilities of any reimbursements to be made to the company from any third party.



34 RELATED PARTY DISCLOSURES AS PER IND AS 24

(` in Lacs)

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

April 01, 2016Key Managerial Persons (KMP)

Mr. Rajiv Kapoor (Chairman and Managing Director)Remuneration paid 45.00 30.00 30.00 Amount payable at year end 8.06 1.11 3.00 Loan repayble at year end 284.96 284.96 325.40

Mrs. Deepika Kapoor (Whole-time Director)Remuneration paid 24.00 8.00 24.00 Amount payable at year end 3.86 - 2.70

Mr. Gautam Bhattacharya (Chief Financial Officer)Remuneration paid 37.49 37.49 35.21 Amount payable at year end 6.66 8.44 8.13

Non Executive DirectorsMeeting fee paidDr. Shyam S. Sethi 1.00 0.20 0.20 Mr. Mysore Siddappa Ramaprasad 1.00 0.20 0.20 Mr. Agharam Ramakrishnan Halasyam (wef 06.03.2017) 1.00 - -

Mr. Suresh Chandra Kapoor (Chairman upto 20.11.2016)Meeting fee paid - 0.10 0.20 Loan repayble at year end - 80.00 80.00 The above loan stands transferred to his successor Mrs. Krishna Kumari Kapoor during the current year

Relative of KMP

Mrs. Radhicka KapoorRemuneration paid 27.50 24.00 24.00 Amount payable at year end 1.00 0.69 1.12

Mrs. Krishna Kumari KapoorLoan repayble at 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 during the current year

(Enterprise over which KMP has significant influence )

Ganesha Securities Private LimitedAmount receivable at year end 68.18 68.18 68.18

Radhika Securities Private LimitedAmount receivable at year end 67.41 67.41 67.41Capital advance given at year end 152.94 152.94 152.94

Ganesha Agri Farms Private LimitedRent paid 72.00 72.00 - Maintenance paid 18.00 18.00 - Amount payable at year end 28.75 16.25 6.75




35 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.

36 FAIR VALUE MEASUREMENTS

(i) Financial Instruments by category

(` in Lacs)Particulars 31-Mar-18 31-Mar-17 01-Apr-16

FVTPL Amortised Cost



Financial AssetsTrade Receivables 2,730.43 2,277.15 1,789.49 Cash and Cash Equivalents 246.07 36.19 46.40 Other Bank Balances 30.68 25.96 36.98 Other Financial Assets 152.57 908.23 267.62 833.48 275.40

Total Financial Assets - 3,159.75 908.23 2,606.92 833.48 2,148.27 Financial LiabilitiesLong term Borrowings 3,798.53 5,025.51 6,267.54 Short term Borrowings 5,927.52 5,596.34 5,858.85 Trade Payables 3,391.20 3,468.77 2,787.32 Other Financial Liabilities 2,306.29 3,194.68 3,376.37 Total Financial Liabilities - 15,423.53 - 17,285.30 - 18,290.09

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 deosits) 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 31 March 2018 and 31 March 2017, 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

The following are the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair value are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels of fair value measurement as prescribed under the Ind AS 113 “Fair Value Measurement”. An explanation of each level follows underneath the tables.-



Assets and Labilities measured at Fair Value - recurring fair value measurements

(` in Lacs)

Particulars



As at April 01, 2016

Level 2 Level 2 Level 2Financial AssetsSurrender value of keyman insurance policy 908.23 833.48 Total Financial Assets - 908.23 833.48 Financial Liabilities Nil Nil Nil

During the year ended 31 March 2017 and 31 March 2016, 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.

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.

37 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.

Risk Exposure arising from Measurement ManagementCredit risk Cash and cash equivalents,

trade receivables and other financial assets

Ageing 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 2018 31 March 2017 Debt 11,525.63 13,004.65 Less: Cash and bank balances 246.07 36.19 Net Debt 11,279.56 12,968.46 Total Equity 8,093.76 7,757.38 Net debt to equity ratio 1.39 1.67

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:

(` in Lacs)As at

31 March 2018 As at

31 March 2017 Balance at the beginning of the year 272.69 272.69 Movement in expected credit loss allowance on trade receivables 2.93 - Balance at the end of the year 275.62 272.69

b) Liquidity Risk The Company determines its liquidity requirement in the short, medium and long term. This is done by drawings up cash

forecast for short term and long term needs.

The Company manage 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 31 March 2018.

Particulars On Demand Less than One year

1 year to 3 year

More then 3 years

Total

Trade payables 3,391.19 3,391.19 Long Term borrowings 1,799.58 3,386.03 412.50 5,598.11 Short Term borrowings payable on demands 5927.52 5,927.52 Other financial liabilities 506.71 506.71 Total 5,927.52 5,697.48 3,386.03 412.50 15,423.53



The following are the remaining contractual maturities of financial liabilities as at 31 March 2017.


1 year to 3 year

More then 3 years

Total

Trade payables 3,468.77 3,468.77 Long Term borrowings 2,382.80 2,726.01 2,299.50 7,408.31 Short Term borrowings payable on demands 5,596.34 5,596.34 Other financial liabilities 811.88 811.88 Total 5,596.34 6,663.45 2,726.01 2,299.50 17,285.30

The following are the remaining contractual maturities of financial liabilities as at 1 April 2016.


1 year to 3 year

More then 3 years

Total

Trade payables 2,787.33 2,787.33 Long Term borrowings 1,244.81 3,389.04 2,878.50 7,512.35 short Term borrowings payable on demands 5,858.85 5,858.85 Other financial liabilities 2,131.56 2,131.56 Total 5,858.85 6,163.70 3,389.04 2,878.50 18,290.09

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:

Particulars 31st March 2018 31st March 2017 1st April 2016USD INR USD INR USD INR

Financial Liabilities-UnhedgedForeign Currency convertible bond 20.00 1,326.60 Payable for capital expenditure 2.84 184.71 2.84 184.15 4.18 277.26 Net Exposure to foreign currency risk (liabilities)

2.84 184.71 2.84 184.15 24.18 1,603.86

Sensitivity Analysis

A reasonably possible strengthening (weakening) of the Rs against USD as at 31 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.

Particulars 31st March 2018 31st March 2017Sensitivity Analysis

Impact On Sensitivity Analysis

Impact OnProfit

before TaxOther Equity

Profit before Tax

Other Equity

USD Sensitivity (Increase) 1% (1.85) (1.47) 1% (1.84) (1.47)USD Sensitivity (Decrease) 1% 1.85 1.47 1% 1.84 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 minimise losses arising out of the adverse interest rate movements.

(` in Lacs)Particulars March 31, 2018 March 31, 2017 April 01, 2016Interest free borrowingsShort term loan from related party 364.96 364.96 405.40

364.96 364.96 405.40 Variable Rate borrowingsLong term borrowings from bank and other party 5,598.11 7,408.31 7,512.35 Working capital loan payable on demand 5,562.56 5,231.38 5,453.45

11,160.67 12,639.69 12,965.80

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.

Particulars 31st March 2018 31st March 2017Sensitivity Analysis

Impact On Sensitivity Analysis

Impact OnProfit

before TaxOther Equity

Profit before Tax

Other Equity

Interest Rate Sensitivity (Increase) 1% (111.61) (88.85) 1% (126.40) (100.62)Interest Rate Sensitivity (Decrease) 1% 111.61 88.85 1% 126.40 126.40

iii) Other Price Risk

There is no other price risk on financial instrument outstanding as on 31st Mar’2018 and hence sensitivity analysis with respect to movement in other price risk has not been given.

38 Previous period figures have been regrouped / reclassified where necessary, to conform to this year's classification

39 APPROVAL OF FINANCIAL STATEMENTS

These financial statements are approved by the Board of Directors on 30th May 2018






Rasandik Engineering Industries India Limited

(CIN: L74210HR1984PLC032293)

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

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

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 34th Annual General Meeting of the Company being held on Saturday, 29th September 2018, at 10 A.M. AT CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA.

Name of Shareholder / Proxy Signature of Shareholder / Proxy

ROUTE MAP OF THE VENUE OF 34TH ANNUAL GENERAL MEETING RASANDIK ENGINEERING INDUSTRIEAS INDIA LIMITED

Rasandik Engineering Industries India Limited

(CIN: L74210HR1984PLC032293)

Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, District – Mewat, Haryana – 122103 Web: www.rasandik.com Email: [email protected]

PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

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 34th Annual General Meeting of the Members of Rasandik Engineering Industries India Limited to be held on Saturday, September 29, 2018 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 BUSINESS

1. Adoption of Audited Financial Statement for the year ended March 31, 2018

2. Re-appointment of Mrs. Deepika Kapoor (00054799), Director who retires by rotation.

Signed this ……………….day of ………………….2018

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 34th Annual General Meeting.

4. Please complete all details including detail of member(s) in above box before submission.

Affix One Rupee

Revenue Stamp

disclaimerThis 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 Discussion and Analysis of the Annual Report.

Registered office14, Roz-ka-meo industrial area,

sohna, haryana 122103

rasandik engineering industries ltd. rasandik...sohna, having facility of 800t and 500t press lines...

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