Directors Report of Rasandik Engineering Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 41st
Annual Report of your Company together with the
Audited Statement of Accounts of the Company for the
financial year ended March 31, 2025 and the Auditors
Report thereon.

FINANCIAL RESULTS:

The summarized working results for the year ended March
31,2025 as compared to earlier year are as under:

PARTICULARS	2024-2025	2023-2024
Total Income	689.31	1,155.85
Profit Before Finance Cost,	49.18	228.60
Depreciation, Exceptional items and Taxation
Finance Cost	31.45	94.39
Depreciation	59.31	61.46
Exceptional Items - Gain/ (Loss)	(92.58)	6.29
Profit Before Tax	(134.15)	66.46
LESS:
Tax expense
Current tax	-	-
Deferred tax	(78.30)	(4.82)
Profit/Loss After Tax (Loss)	(55.85)	71.28
Other Comprehensive Income	(0.00)	0.84
Total comprehensive income for the year	(55.85)	72.12
Other Equity	894.41	947.20
Earning per Equity Share of Rs. 10/- each	(9.35)	11.93

OPERATING RESULTS AND THE STATE OF COMPANY''S
AFFAIRS

During the year under review, the total income of the
Company for the financial year ended 31 st March, 2025 was
Rs. 689.31 million, as compared to Rs. 1155.85 million in the
previous financial year.

The loss before depreciation, finance cost, and taxation for
the year stood at Rs. 49.18 million, marking a decrease from
profit of Rs. 228.60 million in the previous year.

After accounting for depreciation, finance costs, and taxation,
the company reported a net loss of Rs. 55.85 million for the
current financial year, compared to a net profit of Rs. 72.12
million in the preceding year.

FUTURE OUTLOOK

The Company operates an Electric Auto (Electric Vehicle)
manufacturing facility at its plant located in Surajpur, Greater
Noida, Uttar Pradesh. This manufacturing unit is engaged in
the production and supply of electric vehicles (EVs), primarily
targeting the domestic Indian automotive market while also
exploring opportunities in the export segment.

The Company has developed multiple models of electric
three-wheelers (E-Autos) and is actively building its brand,
"Samrat,” to strengthen its position as an Original Equipment
Manufacturer (OEM). Going forward, the Company''s
strategic focus remains on the growth of its electric vehicle
business, particularly in the Three-Wheeler (L-5) category,
and on enhancing sales and market penetration in this
emerging segment.

MATERIAL CHANGES AND COMMITMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year on March

31.2025, and the date of signing of this Report.

DIVIDEND

In view of the financial position of the Company, the Board
of Directors has not recommended any dividend for the
financial year 2024-2025.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any subsidiary, associate
company, or joint venture as on March 31,2025.

SHARE CAPITAL

There was no change in the Company''s share capital
during the year under review. The paid-up Equity Share
Capital of the Company stood at ?59.75 lakhs as on March

31.2025, comprising 59,75,000 equity shares of ?10 each.

TRANSFER TO RESERVES

During the financial year 2024-2025, the Company
has incurred a loss. Accordingly, no amount has been
transferred to the General Reserve.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the
Companies Act, 2013 and Rule 12(1) of the Companies ³⁵

(Management and Administration) Rules, 2014, the Annual
Return of the Company for the financial year 2024-2025 is
available on the Company''s website and can be accessed
at: www.rasandik.com/report.html.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four meetings of the Board
of Directors and four meetings of the Audit Committee
were convened and held. The details of these meetings,
including the dates and attendance of Directors, are
provided in the Corporate Governance Report, which forms
part of this Annual Report. The maximum interval between
any two consecutive Board meetings did not exceed 120
days, as prescribed under the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015.

Sr. No.	DATE OF BOARD MEETING
1	29-05-2024
2	14-08-2024
3	14-11-2024
4	11-02-2025

Details of the meetings and the attendance of the Directors
are provided in the Corporate Governance Report, which
forms part of this Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors of the
Company was held on February 11, 2025. The meeting
was attended by all Independent Directors, where they
discussed matters pertaining to the Company''s affairs,
performance, and other relevant matters.

NUMBER OF MEETINGS OF COMMITTEES OF THE
BOARD OF DIRECTORS

The Board has established various Committees in line
with good corporate governance practices and as required
by the provisions of the Companies Act, 2013. The details
of meetings held during the year under review for the
Committees are as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. CSR Committee

The respective meetings of these Committees were
convened and held as per the prescribed requirements
and timelines. The details of these meetings and the
attendance of the members are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition:

During the year under review, the Board of Directors of
your esteemed Company remained duly constituted in
compliance with the provisions of the Companies Act,
2013, read with SEBI (LODR) Regulations, 2015.

As of the latest, the Board consists of a total of four
Directors, which includes:

• One Executive Director

• One Non-Executive Director

• Two Non-Executive Independent Directors

Each Director brings their expertise and experience to
contribute to the governance and strategic direction of
the Company.

b) Retirement by Rotation:

In accordance with the provisions of the Companies
Act, 2013, Mrs. Deepika Kapoor, Director, who retires
by rotation at the forthcoming Annual General Meeting,
and being eligible, offers herself for re-appointment
to the Board. Her profile details are provided in the
accompanying Notice of the AGM.

c) Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013, and Regulation
16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from
time to time.

d) Familiarization Program for Independent Directors

The Company successfully completed the
familiarization program for Independent Directors
during the year 2024-2025. This program was designed

to provide the Independent Directors with a thorough
understanding of the Company''s operations, business
model, and the regulatory framework governing its
activities.

e) Board Evaluation

In compliance with the provisions of the Companies
Act, 2013, a structured questionnaire was prepared,
considering various aspects of the Board''s functioning,
including the composition of the Board and its
committees, culture, execution, performance of
specific duties, obligations, and governance.

The Independent Directors, during their separate
meeting held on February 11, 2025, evaluated the
performance of the Board, the Chairperson, and the Non¬
Independent Directors. The results of the evaluation
were satisfactory and indicated that the Board''s
functioning meets the Company''s requirements.

Further, the Annual Performance Evaluation for
the financial year 2024-2025 was also carried out
by the Board, evaluating its own performance, the
performance of the working Committees, and individual
Directors through a peer evaluation process, excluding
the Director being evaluated.

f) Key Managerial Personnel

The Company has appointed three Key Managerial
Personnel (KMP) as per the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. These include:

1. Sh. Rajiv Kapoor, Managing Director

2. Mr. Gautam Bhattacharya, Chief Financial Officer
(CFO)

3. Mr. Pradeep Chandra Nayak, Company Secretary

These individuals shoulder responsibilities in their
respective fields as envisaged under the applicable
laws and regulations.

POLICY RELATING TO DIRECTORS:

On the recommendation of the Nomination &
Remuneration Committee, the Board has framed a policy
for the selection and appointment of Directors, Key

Managerial Personnel (KMP), Senior Management, and
their remuneration. This policy also specifies the criteria
for the evaluation of their performance and the process to
be followed. The detailed Nomination and Remuneration
Policy is annexed as Annexure IV to this report.
Additionally, the Nomination and Remuneration Policy
is available on the Company''s website at www.rasandik.
com/report.html.

The policy framed by the Nomination & Remuneration
Committee under Section 178(3) of the Companies Act,
2013 is as below:

Appointment Criteria and Qualifications

a) 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.

b) The Committee shall identify the extent to which
the appointee is likely to contribute to the overall
effectiveness of the Board, work constructively with
the existing directors and enhance the efficiencies of
the Company;

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

d) Remuneration to Directors

a) Remuneration to Whole-time / Executive /
Managing Director:

The remuneration, compensation, commission,
and other benefits to be paid to the Director/
Managing Director shall be governed in
accordance with the provisions of the Companies
Act, 2013, and the rules made thereunder,
including any amendments thereto, or any other
applicable enactments.

The Managing Director shall be eligible for
monthly remuneration as may be approved by
the shareholders, on the recommendation of the
Nomination & Remuneration Committee. The

break-up of the pay scale, quantum of perquisites,
and other terms of the remuneration package shall
be decided and approved by the Board, based on
the Committee''s recommendations, and shall be
approved by the shareholders, wherever required.

In the event that the Company has no profits
or its profits are inadequate in any financial
year, the Company shall pay remuneration in
accordance with the provisions of Schedule V of
the Companies Act, 2013.

b) Remuneration to Non- Executive / Independent
Director:

The Non-Executive / Independent Directors
may receive remuneration, compensation, and
commission in accordance with the provisions
of the Companies Act, 2013, and the rules made
thereunder, including any amendments thereto or
any other applicable enactments.

The amount of sitting fees payable to the Non¬
Executive / Independent Directors shall be
subject to the ceiling/limits prescribed under
the Companies Act, 2013 and the relevant rules,
including any amendments thereto.

The Independent Directors shall not be entitled to
any stock options of the Company.

Evaluation: The Committee shall carry out the evaluation
of the performance of every Director, Key Managerial
Personnel (KMP), and Senior Management Personnel at
regular intervals, typically on an annual basis.

Removal: The Committee may recommend the removal
of a Director, KMP, or Senior Management Personnel to
the Board, with reasons recorded in writing, subject to the
provisions and compliance with the applicable provisions
of the Companies Act, 201 3, and the relevant rules and
regulations.

Retirement: The Director, Key Managerial Personnel
(KMP), and Senior Management Personnel shall retire
in accordance with the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the

Company. The Board shall have the discretion to retain
the Director, KMP, or Senior Management Personnel in
the same position and with the same remuneration or
otherwise, even after attaining the retirement age, if it is in
the best interest of the Company.

PARTICULARS OF EMPLOYEES:

As per the provisions of Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended by the Companies (Appointment
and Remuneration of Managerial Personnel) Amendment
Rules, 2016, none of the employees of the Company were
drawing a remuneration exceeding ?1,02,00,000/- per
annum or ?8,50,000/- per month during the year under
review.

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

In compliance with the provisions of Section 197 of
the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the required information regarding the ratio
of remuneration of Directors, Key Managerial Personnel
(KMP), and employees is provided in Annexure II, which
forms part of this report.

During the year under review, there were no employees
drawing remuneration specified under Section 197 of the
Companies Act, 2013, read with the applicable rules.

AUDITOR AND AUDITOR''S REPORT:

a) Statutory Auditor:

The Members of the Company appointed M/s. V
Sankar Aiyar & Co., Chartered Accountants, New
Delhi, having Firm Registration No. 109208W, as the
Statutory Auditors of the Company for a period of five
years, commencing from the conclusion of the 38th
Annual General Meeting (AGM).

Auditors'' Report

The notes to the financial statements, as referred to in
the Auditors'' Report, are self-explanatory and do not
require any further comments.

Reporting of fraud by the Auditor under Section
143(12) of the Companies Act, 2013

The Board of Directors states that M/s. V Sankar Aiyar
& Co., Chartered Accountants, New Delhi, having Firm
Registration No. 109208W, the Statutory Auditors,
have not reported any instances of fraud involving any
amount committed by the Company to the Central
Government, nor to the Board of Directors or the Audit
Committee of the Company.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s. Arun Gupta
& Associates, Company Secretaries, New Delhi, to
undertake the Secretarial Audit of the Company.

The Secretarial Audit Report forms part of this report
as Annexure-C. The Secretarial Audit Report does not
contain any qualifications, reservations, or adverse
remarks.

The Board, at its meeting held on May 23, 2025, and
on the recommendation of the Audit Committee, has
appointed M/s. Arun Gupta & Associates, Company
Secretaries, as the Secretarial Auditor for conducting
the Secretarial Audit of the Company for a period of
five years, covering the financial years from 01-04¬
2025 to 31-03-2030.

LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

The Company has not granted any loans, provided any
guarantees, or made any investments falling under the
purview of Section 186 of the Companies Act, 2013, during
the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the
financial year were conducted on an arm''s length basis and
in the ordinary course of business. There were no materially
significant related party transactions with the Directors,
Promoters, Key Managerial Personnel, or other designated
persons that may have resulted in a potential conflict of

interest with the Company

Accordingly, the disclosure of Related Party Transactions,
as required under Section 134(3)(h) of the Companies Act,
2013 in Form AOC-2, is not applicable. However, all related
party transactions, as required under Indian Accounting
Standards (AS-24), are disclosed in Note in the Notes to
Accounts of the financial statements.

All related party transactions were duly placed before the
Audit Committee and the Board for approval.

CORPORATE GOVERNANCE

The Company has complied with the provisions of
Corporate Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, applicable for the financial year 2024-2025 based
on the turnover of the Company. Therefore, the Report on
Corporate Governance, as required under Regulation 33(1)
(e) read with Schedule IV of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is
applicable and forms an integral part of this Report.

The Company is committed to maintaining the highest
standards of Corporate Governance and adhering to
the corporate governance requirements set forth by the
Securities and Exchange Board of India (SEBI).

A certificate from the Chartered Accountant confirming
compliance with the conditions of Corporate Governance
is attached to the Report on Corporate Governance
(Annexure I).

A detailed Report on Corporate Governance, prepared in
substantial compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, regarding the compliance of corporate governance
conditions, is presented in a separate section, forming
part of this Annual Report (Annexure B).

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In accordance with the provisions of Regulation 34 of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report
forms an integral part of this Annual Report.

The report provides a comprehensive overview of the
Company''s operations, industry structure, financial and
operational performance, risks and concerns, internal

control systems, and key developments during the
financial year 2024-2025. It also outlines future outlook
and strategic initiatives undertaken by the Company to
sustain growth and enhance stakeholder value.

DEPOSITS

During the financial year 2024-2025, the Company has
neither accepted nor renewed any deposits in terms of
Chapter V of the Companies Act, 2013. Furthermore, there
was no outstanding amount of principal or interest in
respect of any public deposits as on the date of the Balance
Sheet.

INSURANCE

All the properties of the Company, including buildings,
plant and machinery, and inventories, have been
adequately insured to safeguard against potential risks
and losses.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2024-2025, no significant or
material orders were passed by any regulators, courts, or
tribunals which would impact the going concern status of
the Company or its future operations.

AUDIT COMMITTEE

The composition of Audit Committee of the Company as
under:

S No	Name	Category	Position
1	Shri Abhay Kumar Khanna	Non-Executive - Independent Director	Chairman
2	Shri A. R. Halasyam	Non-Executive - Independent Director	Member
3	Shri Rajiv Kapoor	Executive - Chairman cum Managing Director	Member

The interval between the said meetings complied with the
timelines prescribed under the Companies Act, 2013 and
the relevant provisions of the SEBI (Listing Obligations and
⁰ Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, the Board of Directors of the
Company hereby states that:

a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

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 at the end of the financial year and of the
profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, 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 proper internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and were
operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism
Policy to enable Directors and employees to report their
genuine concerns regarding unethical behaviour, actual
or suspected fraud, or violations of the Company''s Code
of Conduct or policies. This mechanism is in compliance
with the provisions of the Companies Act, 2013.

The policy ensures adequate safeguards against
victimization of Directors and employees who utilize
this mechanism, and also provides for direct access

to the Chairman of the Audit Committee in exceptional
circumstances. To date, no whistleblowers have been
denied access to the Audit Committee.

The Whistle Blower Policy is available on the Company''s
website at www.rasandik.com/report.html under the
Investor Section.

DISCLOSURE IN RELATION TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has implemented a policy on the Prevention
of Sexual Harassment at Workplace in compliance with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013. The policy ensures protection against sexual
harassment for women at the workplace and provides
mechanisms for the prevention and redressal of
complaints.

During the financial year 2024-2025, no complaints were
received from any employee under this policy.

CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review, the Company ceased to
be covered under subsection (1) of Section 135 of the
Companies Act, 2013, due to incurring losses and failing to
meet the other parameters required for CSR contributions
as per the provisions of the Act. Therefore, the Statement
on CSR activities is not applicable for the year. However,
the CSR Committee has reviewed other compliance
requirements, such as formulating and monitoring the
CSR policy, in accordance with the legal provisions.

The CSR Policy of the Company is available on the
Company''s website at www.rasandik.com/report.html.

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

The particulars relating to conservation of energy,
technology absorption, and foreign exchange earnings
and outgo, as required to be disclosed pursuant to Section
134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, form part of this
report and are set out in Annexure - A to this report.

INTERNAL FINACIAL CONTROL SYATEMS AND THEIR
ADEQUACY

The Company has established adequate internal financial
control procedures that are commensurate with its
size and nature of business operations. To ensure
effectiveness, the Company has appointed professional
Internal Auditors, comprising Chartered Accountants,
who periodically assess the adequacy and effectiveness
of the internal controls established by the management.
Based on their audit observations and recommendations,
appropriate follow-up actions and remedial measures
are taken, including a review and enhancement of scope,
where necessary.

The Audit Committee of the Board of Directors regularly
reviews the internal audit plans, audit reports, and the
overall adequacy of internal controls. As part of its
proactive planning, the Board has also constituted the
Audit Committee, which meets periodically to review
the financial performance and the accuracy of financial
records.

Management gives due consideration to the
recommendations made by the Internal Auditors,
Statutory Auditors, and the Audit Committee of the Board
of Directors, and takes appropriate actions to ensure that
internal control systems are continuously improved.

SECRETARIAL STANDARDS

During the financial year, your Company has complied
with applicable Secretarial Standards issued by Institute
of Company Secretaries of India.

STATUTORY DISCLOSURE:

Your directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these matters during the year under
review:

a) There has been no change in the nature of the business
of the Company.

b) In terms of the first proviso to Section 136 of the
Companies Act, 2013, the Report and Accounts are
being sent to all shareholders and are available on the
Company''s website.

c) There have been no material changes or commitments
affecting the financial position of the Company that
have occurred between the end of the financial year to
which the financial statements relate and the date of
this report.

d) There has been no issue of equity shares with
differential rights as to dividend, voting, or otherwise.

Additionally, no significant or material orders were passed
by any Regulators, Courts, or Tribunals that would impact
the going concern status and future operations of the
Company.

CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Chief Financial Officer (CFO) of the Company
has certified the accuracy of the Financial Statements
and the adequacy of the Internal Control Systems for
financial reporting for the year ended 31st March, 2025.
The certificate is included as part of this Annual Report.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd.
for the Financial Year 2024 - 2025.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct
applicable to all members of the Board and employees of
the Company in the course of their day-to-day business
12 operations. The Company upholds a policy of "Zero

Tolerance” towards bribery, corruption, and any form of
unethical behaviour. Accordingly, the Board has issued
directives to prevent and address such misconduct.

This Code, referred to as the "Code of Business Conduct”,
also includes an appendix outlining specific standards and
has been published on the Company''s website at www.
rasandik.com/report.html.

The Code defines the standard of ethical business
practices expected from Directors and designated
employees, particularly regarding integrity at the
workplace, ethical business conduct, and transparent
dealings with stakeholders. It provides illustrative
examples and guidance on expected behavior in various
scenarios, as well as the proper reporting structure for
concerns or violations.

All Board Members and Senior Management Personnel
have affirmed compliance with the Code during the year
under review.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for
Prevention of Insider Trading to regulate trading in its
securities by Directors and designated employees. This
Code is in line with the provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended. All
Board Directors and the designated employees have
confirmed compliance with the Code.

The Code mandates pre-clearance of trades in the
Company''s shares and strictly prohibits trading by
Directors and designated employees while in possession
of unpublished price sensitive information (UPSI). It also
restricts trading during periods when the Trading Window
is closed.

The Board of Directors is responsible for overseeing and
ensuring effective implementation of the Code across the
organization.

EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

QUALITY SYSTEM

Your Company has been certified under the ISO/
TS 16949:2002 Quality Management System by AIB
Vincotte Inter Belgium, demonstrating its commitment
to maintaining high standards in automotive quality
management. Additionally, the Company holds
certification under ISO 14001 for its Environment
Management System, awarded by the British
International Standard (BIS), reflecting its adherence to
environmental responsibility and sustainable practices.

TRANSFER TO INVESTORS EDUCATION AND POTECTION
FUND

During the financial year under review, no amount was
required to be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central
Government, as there were no unclaimed dividends
or other amounts lying with the Company for a period
exceeding seven years, in accordance with the provisions
of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements made in the Directors'' Report and the
Management Discussion and Analysis, describing the
Company''s objectives, expectations, or predictions, may

be considered forward-looking statements within the
meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed
or implied in such statements due to various risks and
uncertainties. Key factors that may impact the Company''s
performance include, but are not limited to: domestic
and global demand, capacity additions, changes in
government policies, tax laws, and other economic,
political, and regulatory developments that are material to
the Company''s operations.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to
express its sincere gratitude to the Company''s bankers,
employees, shareholders, customers, and suppliers for
their unwavering support, trust, and confidence in the
management throughout the year.

The Company is especially thankful for the continued
cooperation and support extended by its valued
customers, including Maruti Suzuki India Ltd., Tata
Motors Ltd., CNH, Mahindra, Ashok Leyland, and
others.

Your directors look forward to receiving their continued
trust, encouragement, and partnership in the years to
come.

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

Place: New Delhi (RAJIV KAPOOR)

Date: May 23, 2025 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2024

Your Directors have pleasure in presenting the 40th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2024 and the Auditors Report thereon.

FINANCIAL RESULTS:

The summarized working results for the year ended March 31,2024 as compared to earlier year are as under:

(Rs. in millions)

PARTICULARS	2023-2024	2022-2023
Total Income	1,155.85	1,563.96
Profit Before Finance Cost, Depreciation,Exceptional items and Taxation	228.60	111.38
Finance Cost	94.39	106.78
Depreciation	61.46	70.89
Exceptional Items - Gain/ (Loss)	6.29	(19.11)
Profit Before Tax	66.46	(47.18)
LESS:
Tax expense
Current tax	-	-
Deferred tax	(4.82)	(14.21)
Profit/Loss After Tax (Loss)	71.28	(32.97)
Other Comprehensive Income	0.84	1.20
Total comprehensive income for the year	72.12	(31.77)
Earning per Equity Share of Rs. 10/- each	11.93	(5.52)

OPERATING RESULTS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, the total income of the Company for the year ended 31 March, 2024 was Rs.1155.85 Million as compared to Rs. 1563.96 Million in the previous year. The profit before depreciation, finance cost, taxation is Rs. 228.60 Million up from Rs. 111.38 Million in the previous year. The net profit after depreciation, finance cost Exceptional items and Taxation is Rs. 72.12 Million for the current financial year as compared to net loss of Rs. 31.77 Million in the previous year.

FUTURE OUTLOOK

The Company has Electric Auto (Electric Vehicle) Manufacturing facilities at its Plant at Surajpur, Greater Noida, Uttar Pradesh. The said Manufacturing Unit of

the Company supply the following Electric Vehicles (EV) domestically to cater to the Indian automotive market as well as explore the export market. The Company developed various models of E-Auto and are building brand "Samrat'''' to focus on growth as an OEM. Portfolio of Products of E-AUTO VARIANTS are as follows

Sr. No.	E-AUTO VARIANTS	FEATURE OF E - AUTO
1	E - Auto Samrat D 6	Modern Features for
	Driver Plus 6	Great Comfort not only
	passenger seating	make every ride stylish,
	capacity	but also add greater
2	E - Auto Samrat D 3	comfort than ever
	Driver Plus 3	before for the driver and
	passenger seating with luggage carrying capacity	passenger.
3	E - Auto Samrat	Vehicles are plugging the
	Loader	intra-city transportation needs with last mile connectivity in goods transport.
4	E - Auto Samrat	Carrier for-Milk, Water
	Mobile Shop	Bottle, Bread, Bakery, Poultry Products, Gas
5	E - Auto Samrat Hi-	Cylinder; a Vegetable
	Deck	Van; an Ice-Cream Van; a Fast Food Van and much more.
6	E - Auto Samrat	The garbage truck is
	Garbage Manual	specially designed to collect municipal waste
7	E - Auto Samrat	and transport it to a
	Garbage Hydraulic	waste treatment facility.

The focus of the Company is at present on emerging business like Electric Vehicles manufacturing of Three Wheeler (L-5) and enhancing its sales.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the FY ended 31st March, 2024 to which the Financial Statements relates and the date of signing of this report.

DIVIDEND

The Company does not propose any dividend for the year 2023-2024.

SUBSIDIARIES AND JOINT VENTURES: The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL There was no change in the Company''s share capital during the year under review. The Company''s paid up Equity Share Capital to stand at Rs. 59.75 lakhs comprising of 59,75,000 equity shares of Rs.10 each as on March 31,2024.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits of the financial year 2023-24.

ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014 then Annual Return is available on company''s website at www.rasandik.com/report.html.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

Sr. No	DATE OF BOARD MEETING
1	30-05-2023
2	14-08-2023
3	14-11-2023
4	13-02-2024

Details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A meeting of the Independent Directors of the Company was held on February 13, 2024 and the same was attended by Independent Directors.

NUMBER OF MEETINGS OF COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established various Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. CSR Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition:

During the year under review, the Board of Directors of your esteemed Company remained duly constituted in compliance with the provisions outlined in the Companies Act, 2013 read with SEBI LODR Regulations.

As of the latest, the Board consists of a total of six Directors, comprising one Executive Director, one Non-Executive Director and four Non-Executive Independent Directors, each contributing to the governance and strategic direction of the Company.

b) Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mrs. Deepika Kapoor, Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment to the Board. His profile details are contained in the accompanying Notice of the AGM.

c) Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time.

d) Familiarization Program for Independent Directors

Formalisation programme for independent directors was completed by the company during the year 20232024.

e) Board Evaluation

In terms of the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Independent Directors, in their separate meeting held on February 13, 2024 evaluated the performance of the Board, the Chairperson and the Non-Independent Directors. The result of the evaluation is satisfactory and sufficient and meets the requirements of the Company. Further, the Annual Performance Evaluation was also carried out by the Board for the financial year 2023 - 2024 in respect of its own performance, the evaluation of the working Committees, Directors through peer evaluation excluding director being evaluated.

f) Key Managerial Personnel

The Company has appointed three Key Managerial Personnel which includes Sh. Rajiv Kapoor, Managing Director; Mr. Gautam Bhattacharya, CFO, and Mr. Pradeep Chandra Nayak, Company Secretary, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There is no change in the Key Managerial Personnel of the Company during the year under review. The Company did not appoint any Key Managerial Personnel during the year under review.

POLICY RELATING TO DIRECTORS:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, specifying criteria for evaluation of performance and process (Annexure IV). The Nomination and Remuneration Policy is available at Company website i.e.www.rasandik.com/ report.html.

The policy framed by the Nomination & Remuneration

Committee under Section 178(3) of the Companies Act,

2013 is as below:

APPOINTMENT CRITERIA AND QUALIFICATIONS

a) 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.

b) The Committee shall identify the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

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

d) Remuneration to Directors

i) Remuneration to Whole-time / Executive /Managing

Director: The Remuneration/ Compensation/

Commission etc. to be paid to Director /Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force. The Managing Director shall be eligible for a monthly remuneration as may be approved by the Shareholders on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders, wherever required. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration in accordance with the provisions in Schedule V of the Companies Act, 2013.

ii) Remuneration to Non- Executive / Independent Director: The Non-Executive/Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act, 2013 and the rules

made thereunder. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force. The Independent Director shall not be entitled to any stock option of the Company.

Evaluation The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

Removal 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 Act 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.

PARTICULARS OF EMPLOYEES: None of the employees of the Company were drawing a remuneration exceeding Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month or part thereof. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

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

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information with respect to ratio of remuneration of directors, key managerial personnel and employees is set out as Annexure - II which forms part of this report. There were no employees during the year under review,

drawing remuneration specified under Section 197 of the Companies Act, 2013 read with applicable rules.

AUDITOR AND AUDITOR''S REPORT:

a) Statutory Auditor:

The Members of the Company appointed M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors of your Company for a period of five years from the conclusion of 38^th Annual General Meeting (AGM).

AUDITORS'' REPORT

The notes on financial statements referred in the Auditor''s Report are self explanatory.

The Auditors Report to the shareholders for the year under review below mentioned qualification.

Qualification:

The Auditor draw attention regarding non carrying out of assessment of items of inventory lying unconsumed (either due to ageing or utility) to suit the nature of production. In the absence of such an assessment by the Company, likely fall in the Net Realizable Value of individual items (raw material/ stores) which may be identified as no longer suitable for sale or use requiring provision for impairment/ obsolescence is not determinable as at the Balance Sheet Date. We are unable to comment upon the adjustments, if any, that are required to the carrying value of the inventories and consequential impact, if any, on the accompanying Statement.

Management view:

The Company has issues related to interest costs on borrowings and has thus decided diversify and focus on other areas of automotive business. The management is initiating Marketing, Development and Manufacturing of electric 3-wheeler (L-S) category and build its own Brand. Since the attention of the management is focused on improving automotive/ electric vehicle operations, it has not been possible to complete the critical evaluation of all items of inventory lying unconsumed (either due to ageing or utility) to suit the nature of production. In these circumstances, there is a likely fall in the NRV of individual items requiring provision for impairment, which is unascertained. Pending critical evaluation, during the year, the Company has considered during the quarter and year ended 31 March 2024 an amount of ~ Nil and ~ 305.73 lakhs respectively as provision for obsolescence in the current year which is included under the head "other expenses”.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government or to the Board of Directors or Audit Committee of the Company.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Gupta & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this report as "Annexure - C". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

The Board at its meeting held on May 29, 2024, has on the recommendation of the Audit Committee reappointed M/s. Arun Gupta & Associates, Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2024 -2025.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given, during the year under review, any loan, and guarantee or invested any funds falling under the purview of Section 186 of the Companies Act, 2013. Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Directors, Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. All Related Party Transactions as required under Indian Accounting Standards AS-24 are reported in Note 40 Notes to Accounts of the financial statements of the Company. All related party transactions were placed before the Audit Committee and the Board for approval.

CORPORATE GOVERNANCE

The compliance with the provisions of Corporate Governance under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company in the financial year 2023 - 2024 on the basis of the turnover of the Company. Hence, the Report on Corporate Governance as stipulated under Regulation 33 (1) (e) read with Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company which is integral part of this Report. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance. (Annexure I)

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the Annual Report. (Annexure B)

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out in this Annual Report.

DEPOSITS

During the Financial Year 2023-2024, your Company has neither accepted nor renewed any deposits during the in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

INSURANCE

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant / material orders passed by the regulators or courts or tribunals during the FY 202324, impacting the going concern status and Company''s operations in future.

AUDIT COMMITTEE

The composition of Audit Committee of the Company as under:

S No	Name	Category	Position
1	Shri Abhay Kumar Khanna	Non-Executive -Independent Director	Chairman
2	Dr. Shyam Sunder Sethi	Non-Executive -Independent Director	Member
3	Shri A. R. Halasyam	Non-Executive -Independent Director	Member
4	Shri Rajiv Kapoor	Executive - Chairman cum Managing Director	Member

The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company state that:

a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

b) Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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) Proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The necessary mechanism is in line with the requirements under the Companies Act, 2013. It provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. None of the Whistle Blowers have been denied access to the Audit Committee. The said policy is available on the Company''s website www.rasandik.com/report. html under the Investor Section.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy provides for protection against Sexual Harassment of Women at Workplace and for prevention and Redressal of complaints. No complaints were received from any employee during the financial year 2023-2024.

CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review the company ceases to be covered under subsection (1) of 135 of Companies Act, 2013 the Company incurred the losses and could not satisfy the other parameters as well to make CSR contributions in terms of the provision of the Act. Hence, the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law.

CSR policy of the Company can be accessed on the Company''s website at the link: www.rasandik.com/report. html

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form part of this report and are set out in the Annexure - A to this report.

INTERNAL FINACIAL CONTROL SYATEMS AND THEIR ADEQUACY

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors comprising professional Chartered Accountants who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. Based on the audit observation and recommendations, follow ups and remedial measures are being taken including review and increase in scope, if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls. As a matter of proactive planning, the Board has also constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records. The management duly considers and takes appropriate action on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee of the Board of Directors.

SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

Your Directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. There is no change in the nature of business of the

Company.

b. In terms of the first proviso to Section 136 of the

Companies Act, 2013, the Report and Accounts are being sent to all the shareholders and is available on the Company''s website.

c. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

d. Issue of equity shares with differential rights as to dividend or voting or otherwise.

No significant material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company operations in the future.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31 st March, 2024. The certificate is part of this Annual Report.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2023 - 2024.

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

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2023-2024 are attached as Annexure -V which forms part of this report.

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

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

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

CODE OF CONDUCT

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

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

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

PREVENTION OF INSIDER TRADING:

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

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

EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

QUALITY SYSTEM

Your Company has been certified as an ISO/TS 169492002 version Quality System Company by AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management System Company by British International Standard (BIS).

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

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

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Company''s

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

ACKNOWLEDGEMENTS

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

Your Company is grateful for the co-operation and continued support extended by Maruti Suzuki India Ltd, Tata Motors Ltd, CNH, 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 of Rasandik Engineering Industries India Limited

Place: New Delhi (RAJIV KAPOOR)

Date: May 29, 2024 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2018

The 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.

FINANCIAL RESULTS:

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

(Rs. in millions)

Particulars	2017-18	2016 -17
FINANCIAL RESULTS
Total Income (Gross)	2527.08	2590.03
Profit Before Finance Cost, Depreciation and Taxation	318.36	374.76
Finance Cost	164.63	199.66
Depreciation	138.45	139.47
Profit Before Tax	15.29	35.64
LESS:
Tax expense
Current tax	(2.74)	8.20
Deferred tax	5.29	(21.89)
Profit/Loss After Tax (Loss)	12.73	49.33

OPERATING RESULTS AND THE STATE OF COMPANY''S AFFAIRS

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

PROSPECTS FOR THE CURRENT YEAR

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.

CASH FLOW STATEMENT

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.

DECLARATION FROM INDEPENDENT DIRECTORS

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.

PERFORMANCE EVALUATION

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.

CODE OF CONDUCT

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

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY AND SEXUAL HARASSMENT OF WOMEN

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''S RESPONSIBILITY STATEMENT

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

MEETINGS OF THE BOARD

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 AND ASSOCIATE 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.

AUDITORS AND AUDITORS'' 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 OR INVESTMENTS:

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 AFFECTING FINANCIAL POSITION OF THE COMPANY

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.

DETAIL OF SIGNIFICANT AND MATERIAL ORDER

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.

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

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

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.

EXTRACT OF ANNUAL RETURN:

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

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.

PREVENTION OF INSIDER TRADING:

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

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

PARTICULARS OF EMPLOYEES:

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 169492002 version Quality System Company by AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management System Company by British International Standard (BIS).

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

Your Company is grateful for the co-operation and continued support extended by Maruti Suzuki 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 of

Rasandik Engineering Industries India Ltd.

Sd/-

Place: Sohna, Haryana Rajiv Kapoor

Date : August 4, 2018 Chairman and Managing Director

---

Mar 31, 2016

To The Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2016.

FINANCIAL RESULTS (Rs in millions)

PARTICULARS	2015 -16	2014 -15
Total Income (Gross)	2319. 70	2537. 05
Profit Before Finance Cost,
Depreciation and Taxation	287.90	333. 06
Finance Cost	175.37	139. 71
Depreciation	130.57	142. 35
Profit Before Tax	(18.04)	51.00
LESS:
Tax expense	(29.43)	(8.73)
Profit/Loss After Tax (Loss)	11.40	59.73
ADD:
Balance in Profit and Loss Account	12 0. 17	60.44
Amount Available for Appropriation	131. 56	120. 17

OPERATING RESULTS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, the overall performance of the Company showed downward movement as compared to the previous year. The total revenue (gross) of the company for the year ended 31st March, 2016 was Rs. 2319. 70 million as compared to Rs. 2537.05 millions in the previous year. The profit before depreciation, finance cost, taxation is increased to Rs. 287.90 millions from Rs. 333.06 millions in the previous year. The net loss after depreciation and finance cost is Rs. 18.04 millions for the current financial year as compared to profit of Rs. 51.00 millions in the previous year. The profit after tax is Rs. 11.40 millions in comparison to Profit of Rs. 59.73millions in previous year.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2016 on account of loss during the year under review.

PROSPECTS FOR THE CURRENT YEAR

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 2016-17.

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.

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

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on corporate governance is given separately and forms part of the Annual. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2015-16. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 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 32nd Annual General Meeting of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their annual declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed there under.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 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. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The policy for selection of Directors and determining Directors independence; and the Remuneration Policy for Directors, Key Managerial Personnel & other employees are as per industry practice and applicable laws.

CODE OF CONDUCT

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

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY AND SEXUAL HARASSMENT OF WOMEN

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/WhistleBlower 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''S RESPONSIBILITY STATEMENT

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, 2016, 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, 2016 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 uch systems are adequate and operating effectively

MEETINGS OF THE BOARD

Four 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 two Board Meetings did not exceed 120 days.

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 AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate of the Company during the Financial Year 2015-16.

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. In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and approved by the Board

AUDITORS AND AUDITORS'' REPORTS

The Statutory Auditors of the Company M/s Awatar & Co. (Firm Registration No. 000726N), Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and the Rules framed there under. The Board of Directors recommend the re-appointment of M/s Awatar & Co., Chartered Accountants as the statutory auditors of the Company for the financial year 2016-17 who shall hold office till the conclusion of the next Annual General Meeting. The re-appointment proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

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 Kumar Gupta & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2015-16. The Report given by the Secretarial Auditors is annexed as Annexure-C 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 OR INVESTMENTS:

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 AFFECTING FINANCIAL POSITION OF THE COMPANY

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, 2016 and the date of this Report i.e. 13th August, 2016.

DETAIL OF SIGNIFICANT AND MATERIAL ORDER

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.

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

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

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.

EXTRACT OF ANNUAL RETURN:

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

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.

PREVENTION OF INSIDER TRADING:

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

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

PARTICULARS OF EMPLOYEES:

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 AND POTECTION FUND

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

Your Company is grateful for the co-operation and continued support extended by Maruti Suzuki Motors Ltd, Tata Motors Ltd, New Holland Tractors, Honda Siel, Fiat India, General Motors, Mahindra, Renault, Swaraj Mazda, Honda Motorcycles & Scooters, Ashok Leyland, Force Motors and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

For and on Behalf of the Board of

Rasandik Engineering Industries India Limited

Sd/-

Date : 13.08.2016

Place:Sohna, Haryana (S. C. KAPOOR)

CHAIRMAN

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs in millions)

PARTICULARS 2014-15 2013-14

Total Income (Gross) 2537.05 2178.89

Profit Before Finance Cost,

Depreciation and Taxation 333.06 217.40

Finance Cost 139.71 148.51

Depreciation 142.35 144.21

Profit Before Tax 51.00 (75.32)

LESS:

Tax expense (8.73) (20.43)

Profit/Loss After Tax (Loss) 59.73 (54.89)

ADD:

Balance in Profit and Loss Account 60.44 115.33

Amount Available for Appropriation 120.17 60.44

OPERATING RESULTS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, the overall performance of the Company showed upward movement as compared to the previous year. The total revenue (gross) of the company for the year ended 31st March, 2015 was Rs. 2537.05 millions as compared to Rs. 2178.89 millions in the previous year recorded a 16.80%. The profit before depreciation, finance cost, taxation is increased to Rs. 333.06 millions from Rs. 217.40 millions in the previous year. The net profit after depreciation and finance cost is Rs. 51.00 millions for the current financial year as compared to loss of Rs. 75.32 millions in the previous year. The profit after tax is Rs. 59.73 millions in comparison to loss of Rs. 54.89 millions in previous year.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2015 on account of loss during the year under review. The Company has not made any transfer to General Reserve.

PROSPECTS FOR THE CURRENT YEAR

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 2015-16.

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.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2014-15. The application for Voluntary delisting application is still pending at the Calcutta Stock Exchange. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh Chandra Kapoor, having director's identification number 00892934 retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

CODE OF CONDUCT

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

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY AND SEXUAL HARASSMENT OF WOMEN

The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement; if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 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 compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

STATUTORY AUDITORS

The Auditors, M/s Awatar & Co., Chartered Accountants, New Delhi (Firm Registration No. 000726N), retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Arun Gupta & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure D"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134(3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

Cost Auditors

The board, subject to the approval of the Central Government, has re-appointed M/s. Jitender Navneet & Co., Cost Accountants, as a Cost Auditor for conducting Cost Audit for the financial year 2015-16, in terms of the Companies (Cost Records and Audit) Amendment Rules, 2014.

The Company has also received necessary certificate under Section 141 of the Act 2013 from him conveying his eligibility. A sum of Rs.3 lakhs has been fixed by the board as remuneration in addition to reimbursement of service tax, travelling and out-of-pocket expenses payable to him and is also required to be ratified by the members, at the ensuing AGM as per Section 148(3) of the Act 2013. The Company does not require to carry out Cost Audit for the year 2014-15 and thereby filing of Cost Audit Report does not arise.

As required under the Cost (Cost Accounting Records) Rules, 2011, the Company has filed the Cost Audit Report for the year 2013-14 in XBRL format along with cost compliance Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,2013. The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INSURANCE

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

PREVENTION OF INSIDER TRADING:

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

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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.

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).

AUDITORS' REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

The Company has transferred a sum of Rs.153,337 during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with Provision of the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

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, Honda Siel, Fiat India, General Motors, Mahindra, Renault, Swaraj Mazda, Honda Motorcycles & Scooters, Ashok Leyland, Force Motors and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

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

Sd/-

Place: Gurgaon (S. C. KAPOOR) Date : 13.08.2015 CHAIRMAN

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

(Rs in millions)

PARTICULARS 2013-2014 2012-2013

Total Income (Gross) 2172.38 2771.72

Profit Before Finance Cost, Depreciation and Taxation 217.44 326.69

Finance Cost 148.51 150.75

Depreciation 144.21 133.80

Profit Before Tax (75.32) 42.14

LESS:

Tax expense (20.43) 10.05

Profit/Loss After Tax (Loss) (54.89) 32.09

ADD:

Balance in Profit and Loss Account 115.33 83.24

Amount Available for Appropriation 60.44 115.33

OPERATING RESULTS

During the year under review, the overall performance of the Company showed downward movement as compared to the previous year. The total revenue (gross) of the company for the year ended 31st March, 2014 was Rs. 2172.38 millions as compared to Rs. 2771.71 millions in the previous year. The profit before depreciation, finance cost, taxation is decreased to Rs. 217.44 millions from Rs. 326.69 millions in the previous year. The net loss after depreciation and finance cost is Rs. 75.32 millions for the current financial year as compared to profit of Rs. 42.14 millions in the previous year. The Loss after tax is Rs. 54.89 millions in comparison to profit of Rs. 32.09 millions in previous year.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2014 on account of loss during the year under review. The Company has not made any transfer to General Reserve.

PROSPECTS FOR THE CURRENT YEAR

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 2014-15.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)

The USD 10 Millions 3% Foreign Currency Convertible Bonds issue of the Company was matured on 8 April 2009 and is due for settlement.

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.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a Certificate from the Auditors of the Company confirming compliance, is annexed and forms part of the Annual Report.

Certificate from CMD/CFO inter alia confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of clause 49 of the Listing Agreement with the Stock Exchanges, is attached in Corporate Governance Report and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this report.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2013- 14. The application for Voluntary delisting application is still pending at the Calcutta Stock Exchange. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mysore Siddappa Ramaprasad retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Mysore Siddappa Ramaprasad retires from the Board by rotation and being eligible, offer himself for reappointment.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr. Mysore Siddappa Ramaprasad and Mr. Shyam Sunder Sethi.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ‘retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

The board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Brief profile of the Directors who are to be reappointed, nature of their expertise in specific functional areas, names of companies in which they hold the membership of the Board of Directors or committee thereof, chairmanship of the Board, their shareholding etc. as stipulated under Clause 49 of the Listing Agreement, are furnished in the notice of the ensuing Annual General Meeting and in the relevant section on Corporate Governance in the Annual Report elsewhere.

The board, therefore, recommends their re-appointment as directors of the Company.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company''s website. Board Members and Senior Management personnel have affirmed compliance with the Code and a separate declaration to this effect is annexed to the Corporate Governance Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, your Directors state that.

a) In the preparation of the financial statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b) The accounting policies adopted in preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013 -14 and of the statement of profit and loss for the period ended March 31, 2014.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The financial statements have been prepared on a ''going concern'' basis.

COMPANY SECRETARY

Pursuant to the provisions of the Companies Act, 1956, your company has appointed Mr. Pradeep Chnadra Nayak as a full time Company Secretary of the Company with effect from 16.06.2013 for ensuring the Compliance of all necessary statutory requirements and procedures.

STATUTORY AUDITORS

The Company, in terms of Section 139 (1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution. Further No listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors of the Company, M/s Awatar & Co., Chartered Accountants, New Delhi (Firm Registration No. 000726N), retire at the ensuing Annual General Meeting and being eligible expressed their willingness to continue, if so appointed. As required under the provisions of section 139(1) of 2013 Act & Companies (Audit & Auditors) Rule 2014, your Company has obtained a written certificate from the auditors proposed to be re-appointed to the effect that, if appointment made it shall be in accordance with the condition as may be prescribed. The Board hereby requests the members to reappoint M/s. Awatar & Co., Chartered Accountants, New Delhi as Auditors for period of 3 Years from the conclusion of this Annual General Meeting till the Annual General Meeting to be held in 2016.

COST AUDITORS AND COST AUDIT REPORT

As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2012-13 in XBRL format.

Pursuant to Section 233B(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Jitender Navneet & Co., Cost Accountants, as the Cost Auditor of the Company for the Financial year 2013-14. M/s. Jitender Navneet & Co. have confirmed that their appointment is within the limit and have also certified that they are free from disqualifications. The Board has received a Certificate from the Cost Auditor certifying his independence and arm''s length relationship with the Company. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A of the Act, for the year ended 31st March, 2014.

INSURANCE

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

PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended, regarding particulars of employees are set out in the Annexure A to this report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors'' Report is enclosed as per Annexure B to this report.

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).

AUDITORS'' REPORT

The observations made in the Auditors Report are self-explanatory and therefore do not calls for any further comment under Section 217 (3) of the Companies Act, 1956.

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

The Company has transferred a sum of Rs.153,337 during the financial year 2013-14 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205 C of the Companies Act, 1956. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

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, Honda Siel, Fiat India, General Motors, Mahindra, Renault, Swaraj Mazda, Honda Motorcycles & Scooters, Ashok Leyland, Force Motors and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

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

Sd/- Place: Gurgaon (S. C. KAPOOR) Date : 28.05.2014 CHAIRMAN

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS (Rs in millions)

PARTICULARS 2012-13 2011-12

Total Income (Gross) 2771.72 2502.41

Profit Before Finance Cost,

Depreciation and Taxation 326.69 162.19

Finance Cost 150.75 160.10

Depreciation 133.80 127.28

Profit Before Tax 42.14 -125.19

LESS:

Tax expense 10.05 13.42

Profit/Loss After Tax (Loss) 32.09 -138.61

ADD:

Balance in Profit and Loss Account 83.24 221.85

Amount Available for Appropriation 115.33 83.24

OPERATING RESULTS

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, 2013 was Rs. 2771.71 millions as compared to Rs. 2502.41 millions in the previous year. The profit before depreciation, finance cost, taxation is increased to Rs. 326.69 millions from Rs. 162.19 millions in the previous year. The net profit after depreciation and finance cost is Rs. 42.14 millions for the current financial year as compared to loss of Rs.125.19 millions in the previous year. The Profit after tax is Rs. 32.09 millions in comparison to loss of Rs.138.61 millions in previous year.

DIVIDEND

In view to improve liquidity position of the Company and considering the funding requirements of the underlying businesses, your directors do not recommend any dividend.

PROSPECTS FOR THE CURRENT YEAR

Your Company is expecting a growth of at least 10% for the coming financial year 2012-13. The prospect for the current year seems bright, as your company has received number of orders in the areas of TWB and Component Manufacturing.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS):

The USD 10 Millions 3% Foreign Currency Convertible Bonds issue of the Company was matured on 8 April 2009 and is due for payment.

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.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms the part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Awatar & Co, Chartered Accountant confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this report.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2012-13. The application for Voluntary delisting application is still pending at the Calcutta Stock Exchange. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.

DIRECTORS

Mrs. Deepika Kapoor retires from the Board by rotation and being eligible, offer herself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, your Directors state that:

a) In the preparation of the Annual Accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures, if any;

b) The accounting policies adopted in preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2012-13 and of the profit for the period ended March 31, 2013;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the year ended 31st March 2013 have been prepared on a ''going concern'' basis.

AUDITORS

The Statutory Auditors of the Company, M/s Awatar & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 233B(2) of the Companies Act, 1956, in terms of the Central Government''s approval the Board of Directors appointed M/s. Jitender Navneet & Co., Cost Auditor''s firm as the Cost Auditor of the Company. The Board has received a Certificate from the Cost Auditor certifying his independence and arm''s length relationship with the Company. Pursuant to The Companies (Cost Audit Report) Rules, 2011, the Compliance Report for the financial year 2011-12 were filed by the Cost Auditor on Ministry of Corporate Affairs website.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year.

INSURANCE

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

PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended, regarding particulars of employees are set out in the Annexure A to this report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors'' Report is enclosed as per Annexure B to this report.

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).

AUDITORS'' REPORT

The observations made in the Auditors Report are self- explanatory and therefore do not calls for any further comment under Section 217 (3) of the Companies Act, 1956.

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, The declared dividends which remain unclaimed for a period of 7 years have been transferred by the company to the Investor Education and Protection Fund of the Central Government pursuant to section 205C of the said Act.

ACKNOWLEDGEMENTS

Your Directors would like to thank the employees, shareholders, customers, suppliers and bankers for their continued support and 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, Honda Siel, Fiat India, General Motors, Mahindra, Renault, Swaraj Mazda, Honda Motorcycles & Scooters, Ashok Leyland, Force Motors and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.



For and on Behalf of the Board

Sd/-

Place : New Delhi (S. C. KAPOOR)

Date :30.05.2013 CHAIRMAN

---

Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs in millions)

PARTICULARS 2011-12 2010-11

Total Income (Gross) 2502.41 2981.24

Profit Before Finance Cost, Depreciation and Taxation 162.19 308.34

Finance Cost 160.10 141.83

Depreciation 127.28 124.79

Profit Before Tax (125.19) 41.72

LESS:

Tax expense 13.40 21.22

Profit/Loss After Tax (Loss) (138.59) 20.50

ADD:

Balance in Profit and Loss Account 221.85 201.35

Amount Available for Appropriation 83.26 221.85

OPERATING RESULTS

During the year under review, the overall performance of the Company showed downward movement as compared to the previous year. The total revenue (gross) of the company for the year ended 31st March, 2012 was Rs. 2502.41 millions as compared to Rs. 2981.24 millions in the previous year. The profit before depreciation, finance cost, taxation is decreased to Rs. 162.19 millions from Rs. 308.34 millions in the previous year. The net loss after depreciation and finance cost is Rs. 125.19 millions for the current financial year as compared to profit of Rs. 41.72 millions in the previous year. The loss after tax is Rs. 138.59 millions in comparison to profit of Rs.20.50 millions in previous year.

DIVIDEND

In view of the loss incurred by the Company and considering the funding requirements of the underlying businesses, your directors do not recommend any dividend.

PROSPECTS FOR THE CURRENT YEAR

Your Company is expecting a growth of at least 10% for the coming financial year 2012-13. The prospect for the current year seems bright, as your company has received number of orders in the areas of TWB and Component Manufacturing.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS):

The USD 10 Millions 3% Foreign Currency Convertible Bonds issue of the Company was matured on 8 April 2009 and is due for payment.

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, your company had taken several steps in further reinforcing a performance driven working environment that encourages innovation.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms the part of the Annual Report.

A Certificate from the Auditors of the Company, M/s. Awatar & Co, Chartered Accountant confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this report.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2012-13. The application for Voluntary delisting application is still pending at the Calcutta Stock Exchange. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.

DIRECTORS

As per the provisions of the Companies Act, 1956, Mr. Shyam

S Sethi, Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

Mr. A. R. Halasyam has resigned from Directorship w.e.f. 07.11.2011

Mr. M S Ramaprasad was appointed on 14.11.2011 as Additional Director to hold the office upto the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member, in writing, proposing his candidature for the office of the Director.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, your Directors state that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any;

b) The accounting policies adopted in preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2011-12 and of the profit for the period ended March 31, 2012;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a ' going concern' basis.

AUDITORS

The Statutory Auditors of the Company, M/s Awatar & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year.

INSURANCE

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

PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended, regarding particulars of employees are set out in the Annexure A to this report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors' Report is enclosed as per Annexure B to this report.

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).

AUDITORS' REPORT

The observations made in the Auditors Report are self- explanatory and therefore do not calls for any further comment under Section 217 (3) of the Companies Act, 1956.

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, The declared dividends which remain unclaimed for a period of 7 years have been transferred by the company to the Investor Education and Protection Fund of the Central Government pursuant to section 205C of the said Act.

ACKNOWLEDGEMENTS

Your Directors would like to thank the employees, shareholders, customers, suppliers and bankers for their continued support and 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, Honda Siel, Fiat India, General Motors, Mahindra, Renault, Swaraj Mazda, Honda Motorcycles & Scooters, Ashok Leyland, Force Motors and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

For and on Behalf of the Board

Place : New Delhi (S. C. KAPOOR)

Date : 30.05.2012 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rs in millions)

PARTICULARS STAND ALONE CONSOLIDATED

2009-10 2008-09 2009-10 2008-09

Total Income (Gross) 2547.38 2285.28 2,744.25 2,433.48

Profit Before Finance

Charges, Depreciation

and Taxation 311.56 274.23 343.12 295.74

Finance Charges 128.99 139.92 1,34.42 146.17

Depreciation 114.69 107.25 121.12 110.53

Profit Before Tax 67.88 27.06 87.58 39.04

LESS:

Tax expense 19.32 34.27 24.38 35.39

Profit/Loss After Tax

( Loss) 48.56 -7.29 63.20 3.65

ADD:

Balance in Profit

and Loss Account 152.79 160.08 148.63 144.98

Amount Available

for Appropriation 201.35 152.79 211.83 148.63

OPERATING RESULTS

During the year under review, in spite of recession the overall performance of the Company showed an improvement as compared to the previous year. The total stand alone revenue (gross) of the company for the year ended 31st March, 2010 was Rs. 2547.38 millions as compared to Rs. 2285.28 millions in the previous year. The stand alone profit before depreciation, interest, taxation is increased to Rs. 311.56 millions from Rs. 274.23 millions in the previous year. The net profit after depreciation and interest is Rs. 67.88 millions as compared to Rs. 27.06 millions in the previous year. The profit after tax is Rs. 48.56 millions in comparison to loss of Rs. 7.29 millions in previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2009-10.

PROSPECTS FOR THE CURRENT YEAR

Your Company is expecting a growth of at least 20% for the coming financial year 2010-11. The prospect for the current year seems very bright, in view of the overall growth of the Automobile sector and specifically better orders in TWB.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS):

The USD 10 Millions 3% Foreign Currency Convertible Bonds issue of the Company was matured on 8 April 2009 and is due for payment.

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, your company had taken several steps in further reinforcing a performance driven working environment that encourages innovation.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms the part of the Annual Report.

A Certificate from the Auditors of the Company, M/s Awatar & Co, Chartered Accountant confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this report.

LISTING

The shares of your Company continued to be listed at Mumbai Stock Exchanges. The listing fee has already been paid for the Financial Year 2010-11. The application for Voluntary delisting application is still pending at the Calcutta Stock Exchange; the company is continuously following up the same. Further annual custody fee has been paid to NSDL and CDSL.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement with Stock Exchanges, a Cash Flow Statement is annexed.

DIRECTORS

As per the provisions of the Companies Act, 1956, Mrs. Deepika Kapoor, Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for re-appointment.

A brief resume of the Director being reappointed, nature of his expertise in specific functional areas and names of companies in which they hold Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under clause 49 of the listing agreement, are given in the statement of Corporate Governance elsewhere in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, your Directors state that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any;

b) The accounting policies adopted in preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2009-10 and of the profit for the period ended March 31, 2010;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANY

As required u/s of the Companies Act, 1956, the audited statements of accounts, along with the report of Board of Directors, relating to the Companys subsidiary viz. Rasandik Auto Components Private Limited and respective Auditors Report thereon for the year ended 31st March, 2010, are annexed to this report.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company, forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the Accounting Standard- 21 (AS-21) - "Consolidated Financial Statements" notified under Section 211 (3C) of the Companies Act 1956, read with Companies (Accounting Standards) Rules, 2006, as applicable. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

The consolidated net profit of the Company including its subsidiary amounted to Rs. 63.20 Millions for the financial year ended on 31.03.2010 as compared to Rs. 3.65 Millions for the previous year.

AUDITORS

The Statutory Auditors of the Company, M/s Awatar & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

INSURANCE

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

PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended, regarding particulars of employees are set out in the Annexure A to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forming part of the Directors Report is enclosed as per Annexure B to this report.

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).

AUDITORS REPORT

The observations made in the Auditors Report are self-explanatory and therefore do not calls for any further comment under Section 217 (3) of the Companies Act, 1956.

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, The declared dividends which remain unclaimed for a period of 7 years have been transferred by the company to the Investor Education and Protection Fund of the Central Government pursuant to section 205C of the said Act.

ACKNOWLEDGEMENTS

Your Directors would like to thank the employees, shareholders, customers, suppliers and bankers for their continued support and for their continued support and confidence in the management.

Your Company is grateful for the co-operation and continued support extended by Suzuki Motors Ltd.,Tata Motors Ltd, New Holland Tractors, Honda Siel, Fiat India, Honda Motorcycles & Scooters, LG Electronics and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.

For and on Behalf of the Board Place : New Delhi (S. C. KAPOOR) Date : 05.06.2010 CHAIRMAN