Rajoo Engineers Ltd Directors Report.

To,

Dear Shareholders,

Your Directors are pleased to present the 32nd Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS:
The summarized financial highlights are depicted below:

Standalone

Consolidated ( In Lakhs)

Particulars 2018-19 2017-18 2018-19 2017-18
OPERATING RESULTS
Sales & other income 12352.25 14732.93 13293.86 16394.26
Profit before interest & depreciation Less : 1527.84 2193.62 1552.35 2418.53
- Depreciation 375.04 278.09 377.81 280.54
- Interest 227.11 98.85 228.62 99.72
Net profit before taxation Less : 925.68 1816.68 945.92 2038.27
- Taxation 190.99 410.77 194.53 468.36
- Mat Credit Entitlement (43.42) - (43.42)
- Deferred tax (10.69) 199.98 (9.24) 200.80
Net profit after taxation 788.81 1205.94 804.05 1369.11
Profit for the year attributable to :
Owners of the Company 788.81 1205.94 804.05 1369.11
Non Controlling Interest - - -
Other Comprehensive Income (27.07) (17.35) (26.09) (17.35)
Total Comprehensive Income 761.74 1188.59 777.96 1351.76
Profit for the Year 788.81 1205.94 804.05 1369.11
Add: Balance of Profit bought forward from previous year 3816.23 2787.91 4158.99 3026.47
Add: Prior Years adjustment (Dividend Paid of Last Year) - (177.62) - (236.59)
Amount available for appropriation 4605.04 3816.23 4963.04 4158.99
Dividend on Equity Shares 153.83 0.00 212.80 0.00
Dividend tax 31.62 0.00 31.61 0.00
Transfer to General Reserve 0.00 0.00 0.00 0.00
Depreciation Adjustment 0.00 0.00 0.00 0.00
Ind As Effect of Leave Encash (4.05) 0.00 (2.23) 4158.99
Income Tax Refund (9.33) 0.00 (9.33) 0.00
Balance Profit carried forwarded to Balance sheet 4432.97 3816.23 4730.18 4158.99

There are no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY

Revenue from operations was Rs. 122.46 crore in FY 2019 as against Rs. 146.50 crore in FY 2018. Profit after Tax was at Rs. 7.88 crore in FY 2019 as against Rs. 12.05 crore in FY 2018.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Re. 0.10 per share (i.e. 10%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 74.02 lakhs including dividend distribution tax.

SHARE CAPITAL

Paid-up Equity Share Capital as on 31st March, 2019 was Rs. 6,15,30,750/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoos best in class infrastructure and Bausanos sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2018-19 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Form AOC-1 as Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, company does not have become or ceased to be Companys subsidiaries, joint ventures or associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 Mr. Utsav Doshi retires by rotation and being eligible has offered himself for re-appointment. Brief particulars of Mr. Utsav Doshi and his expertise in various functional areas is given in the Notice conveying the Annual General Meeting.

NRC considered the Professional qualification [B.E. (Hons.) Mechanical Engineering from Birla Institute of Technology and Science, Pilani) awarded to Mr. Sunil Jain, Director and his practical experience in the fields of his specialization (Especially in Devising and Implementing strategies for developing markets for the Plastic Processing Machines on Global basis) for over thirty three years and that in the opinion of the NRC, Mr. Sunil Jain possess the requisite qualification for practicing as Professional in the Company. Accordingly, on 01.04.2018 Mr. Sunil Jain was designated as Professional Director for the period of three years.

Rajendra Gokaldas Vaja, Ramesh Amrutlal Shah and Kirit Ratanshi Vachhani are eligible for re-appointment as an Independent Directors for a second term. Based on the recommendation of the NRC, their re-appointment for a second term commencing from 20th September, 2019 up to 19th September, 2024 is proposed at the ensuing AGM for the approval of the Members by way of special resolution.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Following are the Key Managerial Personnel of the Company:

1. R. N. Doshi : Chairman & Managing Director

2. Khushboo Chandrakant Doshi: Whole Time Director

3. Utsav K. Doshi: Whole Time Director

4. J. T. Jhalavadia: Chief Financial Officer

5. Vijay Jadeja: Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

INDEPENDENT DIRECTORS MEETING AND FAMILARISATION PROGRAMME

The Independent Director met on 11th March, 2019 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the program for familiarization of the Independent Directors of the Company are available on the Companys website www.rajoo.com

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is

made available on the Companys website www.rajoo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on the website of the Company at http://www.rajoo.com/csr.html.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report, the Business Responsibility Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner.

More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year: No. of complaints received: Nil No. of complaints disposed off: NA

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3(a) of the Companies Act, 2013 the extract of Annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at http://www.rajoo.com/investorszone.html. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arms length basis. Your Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SIGNIFICANT AND MATERIAL ORDER

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future for the year under review.

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeable perils.

AUDITORS & AUDITORS REPORT

At the Thirty First AGM held on September 25, 2018 the Members approved appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No. 107352W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM for a single tenure of 5 years, subject to ratification of their appointment by Members at every AGM, if so required under the Act.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The statutory Auditors Report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has M/s. Maulik Sheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2019. The Secretarial Audit Report is annexed as Annexure V. there were no qualifications, reservations or adverse remarks given by Secretarial Auditor of the Company.

Cost Audit Report

Y our Company has appointed M/s. Shailesh Thaker & Associates, Practicing Cost Accountants to conduct audit of the cost records of the Company for the year ended 31st March, 2020. The Cost Audit Report for the year 2017-18 was filed before the due date with the Ministry of Corporate Affairs.

Particulars Of Employees

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III and forms a part of this report.

Human Resources And Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Company believes in the potential of people to go beyond and be the game-changing force for business transformation and success. The Companys Human Resources policies and practices are built on Rajoo Groups core values of Integrity, Passion, Speed, Commitment and Seamlessness. The Companys focus is on recruitment of good talent and retention of the talent pool. The Company is hopeful and confident of achieving the same to be able to deliver results and value for our stakeholders.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo 1. Conservation of energy (a) Energy conservation measures taken:

The Company has continued its efforts to improve energy efficiency with more vigor and depth. Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption. Energy audits and Inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/renewable source of energy:

- The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the state of Gujarat at Village HADAMTALA,

Taluka Kotda-Sangani, District Rajkot.

- All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

(c) The capital investment on energy conservation equipment:

During the year, the Company has invested Rs. 1.54 Cores as capital investment on energy conservation equipment by installing Solar Power Plant.

2. Technology absorption

(a) Efforts made towards Technology Absorption:

- The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products.

- The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.

(a) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

4. Expenditure on R & D:
( In Lakhs)
Particulars F.Y. 2018-19 F.Y. 2017-18
Capital Expenditure 0.00 3.51
Revenue Expenditure 127.02 38.73
Total: 127.02 42.24
5.Foreign Exchange Earnings and Outgo:
( In Lakhs)
Particulars F.Y. 2018-19 F.Y. 2017-18
Foreign Exchange earned 2875.51 5809.28
Foreign Exchange used 617.12 2772.56

APPRECIATION:

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, vendors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Date: 19/05/2019 For and on behalf of the Board of Directors
Place: Veraval (Shapar) Rajoo Engineers Limited
(R. N. DOSHI)
Chairman & Managing Director
(DIN: DIN:00026140)