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Directors Report of Rasandik Engineering Industries Ltd.

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


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

 
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