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 âZero Toleranceâ 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 âcode of business conductâ 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 Âretire 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