Rasandik Engineering Industries India Ltd Directors Report.

To The Members,

Your Directors have pleasure in presenting the 36th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2020 and the Auditors Report thereon.

FINANCIAL RESULTS:

The summarised working results for the year ended March 31, 2020 as compared to earlier year are as under:

Rs. in millions

Particulars 2019-20 2018-19
FINANCIAL RESULTS
Total Income 2091.58 2745.60
Profit Before Finance Cost, Depreciation and Taxation 55.41 330.39
Finance Cost 111.31 124.60
Depreciation 131.14 140.61
Profit Before Tax (187.04) 65.18
LESS:
Tax expense
Current tax - 15.11
Deferred tax 153.84 21.04
Profit/Loss After Tax (Loss) (33.20) 29.03

OPERATING RESULTS AND THE STATE OF COMPANYs AFFAIRS

During the year under review, the overall performance of the Company showed downward movement as compared to the previous year. The total revenue of the company forthe year ended 31 March 2020 was Rs. 2091.58 million as compared to Rs. 2745.60 million in the previous year. The profit before depreciation, finance cost, taxation is decreased to Rs. 55.41 million fromRs. 330.39 million in the previous year. The net loss after depreciation, finance cost and tax is (Rs. 33.20 million) for the current financial year as compared to profit ofRs. 29.03 million in the previous year.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report. There has been no change in the nature of the business of the Company.

DIVIDEND

The Directors express their inability to declare any dividend forthe financial year ended 31 March 2020 on account of loss during the year under review.

PROSPECTS FOR THE CURRENT YEAR

Although demand for vehicles in India decreased 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 effect of Covid-19

impact in the coming financial year 2020-21 and future also. The economic environment surronded the automotive industry has become highly uncetained due to Covid-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 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.

CORPORATE GOVERNANCE

Pursuant to 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 together with certificate of the Auditors on the compliance with the said Code. (Annexure-I)

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, approval of the members were obtained for continuation of directorship of Dr. Shyam Sunder Sethi and Shri A. R. Halasyam (non executive Director), who have attained the age of 75 years. The approval of shareholders at Postal Ballot and AGM obtained on 20 December 2018 and 30 September 2019 .

Dr. Shyam Sunder Sethi (DIN: 01394311) and Shri M S Ramaprasad (DIN: 00842539) were re-appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014.They hold office as Independent Directors of the Company up to 29 September 2024 ("second term" in line with the explanation to Sections 149(10) and 149(11) of the Act).

Pursuant to Sections 152 and other applicable provisions, if any, of the Companies Act, 2013, Mrs. Deepika Kapoor, Director of the Company, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for reappointment.

Sh. Rajiv Kapoor is appointed as Chairman cum Managing Director of the Company for a term three (3) years w.e.f. October 1, 2017 and the said term will be expire on September 30, 2020. Re-Appointment of Mr. Rajiv Kapoor to hold office fora period of three years starting from October 1, 2020 to September 30, 2023 is for approval of Members of the Company at the ensuing Annual General Meeting.

Mrs. Deepika Kapoor is appointed as Wholetime Director of the Company for a term two (2) years w.e.f. December 1, 2018 and the said term will be expire on November 30, 2020. Re-Appointment of Mrs. Deepika Kapoor to hold office for a period of two years starting from December 1, 2020 to November 30, 2022 is for approval of Members of the Company at the ensuing Annual General Meeting.

Formalisation programme for independent directors was completed by the company during the year 2019-20.

There is no change in the Key Managerial Personnel of the Company during the year under review. At present, (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Rajiv Kapoor, Chairman and Managing Director Mr. Gautam Bhattacgharya - Chief Financial Officer (CFO) Mr. Pradeep Chandra Nayak - Company Secretary (CS)

The details regarding the number of Board and Committee meeting and number of meetings attended by the Directors has been given in detail underthe section of Corporation Governance.

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

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

STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (7) FROM INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149 (7) of the Act and including the added criteria prescribed under SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and they are not disqualified from continuing as Independent Directors of our Company.

MEETINGS OF THE BOARD

During the year, 4(Four) Board Meetings were held. These Board Meetings were held on 29 May 2019, 10 August 2019, 14 November 2019 and 14 February 2020. Details on Board and its Committees are erstwhile mentioned in Corporate Governance Report section of this Annual Report.

COMMITTEES OF BOARD

Pursuantto requirement under CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has various committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

AUDIT COMMITTEE

The composition ofAudit Committee of the Company as under:

,S Name No Category Position
1 Dr. ShyamSunderSethi Non Executive - Independent Director Chairman
2 Shri Mysore Siddappa Ramaprasad Non Executive - Independent Director Member
3 Shri Agharam Ramakrishnan Halasyam Non Executive - Independent Director Member
4 Shri Rajiv Kapoor Executive - Chairman cum Managing Director Member

There was no instance when the recommendation of Audit Committee was not accepted by the Board of directors.

SECRETARIAL STANDARDS

Your Company is in Compliance with the Secretarial Standard in Meeting of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financial year ended 31 March 2020.

DIRECTORSRs. RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the financial year ended 31 March 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts for financial year ended 31 March 2020 on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended 31 March 2020; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31 March 2020.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 BlowerPolicy.

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 orviolation of the companys Code ofConduct.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has formulated policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaljAct, 2013.

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 (Rs.CSR CommitteeRs.). The terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. (Annexure-lll)

POLICY ON DIRECTORSRs. APPOINTMENT, REMUNERATION AND INDEPENDENT DIRECTOR

Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act, 2013, the brief policy on DirectorsRs. Selection, appointment and remuneration is attached as Annexure - IV which forms part of this report and the detailed policy can be referred on the website of the Company i.e.www.rasandik.com.

AUDITORS

The Members of the Company appointed M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors of your Company for a period of five years from the conclusion of 33rd Annual General Meeting (AGM) till the conclusion of the 38th AGM of the Company to be held in the year 2022.

AUDITORSRs. REPORT

The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the company. The notes on financial statements referred in the Auditors Report are self explanatory. No fraud has been reported by the Auditors to the Audit Committee orthe Board.

SECRETARIAL AUDITORS

M/s. Arun Gupta & Associates, Company Secretaries, New Delhi has been appointed as Secretarial Auditors of the Company for the financial year 2020-21 pursuant to

Section 204 of the Companies Act, 2013. The Secretarial Audit Report and Secretarial Compliance Report under Regulation 24AA of the SEBI (LODR) Regulations, 2015 submitted by Secretarial Auditors for the Financial Year 2019-20 in the prescribed form MR- 3 is attached as Annexure - C and forms part of this report. There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2019-20 which call for any explanation from the Board of Directors.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the Financial Year 2019-20 in terms of Chapter V of the Companies Act, 2013.

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.

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal Financial Control with reference to Financial Statement. The policies and procedures adopted by the company ensures orderly and efficient conduct of the business, including adherence to companys policies, safeguarding the assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

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. (www.rasandik.com/report.html)

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

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2019-20 are attached as Annexure - V which forms part of this report.

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

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

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

ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 stipulates the annual performance evaluation of the Directors including Chairperson, Board and its Committees. Further, SEBI vide its circular dated 5 January 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination and Remuneration policy, the annual evaluation of Directors of their own performance, Board Committees and individual directors (including Independent Directors) based on criteria for the Directors and the Board are done through separate structured questionnaires. The Nomination and Remuneration committee has also carried out evaluation of every directors performance. The performance of Board and its Committees, individual Directors, and Chairperson were found satisfactory.

The independent directors had met separately without the presence of Non-Independent directors and the members of management and discussed, inter alia, the performance of Non-Independent directors and Board as a whole and the performance of the Chairman of the Company.

INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the financial year ended 31 March 2020, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Bank and Its operations in future.

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 Companys 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.

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 Companys 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.

DETAIL OF SUBSIDAIREIS, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate of the Company during the Financial Year 2019-20.

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.

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 Companys 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 Companys 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 forthe co-operation and continued support extended by Maruti Suzuki India 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.

Independent AuditorsRs. Certificate on Corporate Governance

To the members of Rasandik Engineering Industries

India Limited

1. We have examined the compliance of regulations of Corporate Governance by Rasandik Engineering Industries India Limited (Rs.the CompanyRs.) for the year ended March 31, 2020 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Rs.Listing RegulationsRs.).

MANAGEMENTs RESPONSIBILITY

2. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

AUDITORs RESPONSIBILITY

3. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whetherthe Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the Rs.ICAIRs.), and the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued bythe ICAI.

5. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

OPINION

6. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing Regulations during the year ended 31 March 2020. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

RESTRICTION ON USE

7. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.