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Rasandik Engineering Industries Ltd.

Directors Report

BSE: 522207ISIN: INE682D01011INDUSTRY: Auto Ancl - Others

BSE   Rs 90.00   Open: 93.50   Today's Range 90.00
93.50
-2.90 ( -3.22 %) Prev Close: 92.90 52 Week Range 72.00
153.00
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 53.78 Cr. P/BV 0.56 Book Value (Rs.) 159.69
52 Week High/Low (Rs.) 153/72 FV/ML 10/1 P/E(X) 0.00
Bookclosure 31/07/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

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

FINANCIAL RESULTS:

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

PARTICULARS

2024-2025

2023-2024

Total Income

689.31

1,155.85

Profit Before Finance Cost,

49.18

228.60

Depreciation, Exceptional
items and Taxation

Finance Cost

31.45

94.39

Depreciation

59.31

61.46

Exceptional Items - Gain/
(Loss)

(92.58)

6.29

Profit Before Tax

(134.15)

66.46

LESS:

Tax expense

Current tax

-

-

Deferred tax

(78.30)

(4.82)

Profit/Loss After Tax (Loss)

(55.85)

71.28

Other Comprehensive Income

(0.00)

0.84

Total comprehensive income
for the year

(55.85)

72.12

Other Equity

894.41

947.20

Earning per Equity Share of
Rs. 10/- each

(9.35)

11.93

OPERATING RESULTS AND THE STATE OF COMPANY'S
AFFAIRS

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

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

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

FUTURE OUTLOOK

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

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

MATERIAL CHANGES AND COMMITMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

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

31.2025, and the date of signing of this Report.

DIVIDEND

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

SUBSIDIARIES AND JOINT VENTURES:

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

SHARE CAPITAL

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

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

TRANSFER TO RESERVES

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

ANNUAL RETURN:

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

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

NUMBER OF MEETINGS OF THE BOARD

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

Sr. No.

DATE OF BOARD MEETING

1

29-05-2024

2

14-08-2024

3

14-11-2024

4

11-02-2025

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

NUMBER OF MEETINGS OF COMMITTEES OF THE
BOARD OF DIRECTORS

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

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. CSR Committee

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition:

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

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

• One Executive Director

• One Non-Executive Director

• Two Non-Executive Independent Directors

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

b) Retirement by Rotation:

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

c) Declaration by Independent Directors

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

d) Familiarization Program for Independent Directors

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

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

e) Board Evaluation

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

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

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

f) Key Managerial Personnel

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

1. Sh. Rajiv Kapoor, Managing Director

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

3. Mr. Pradeep Chandra Nayak, Company Secretary

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

POLICY RELATING TO DIRECTORS:

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

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

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

Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the
integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior
Management level and recommend to the Board his /
her appointment.

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

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

d) Remuneration to Directors

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

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

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

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

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

b) Remuneration to Non- Executive / Independent
Director:

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

AUDITOR AND AUDITOR'S REPORT:

a) Statutory Auditor:

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

Auditors' Report

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

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

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

b) Secretarial Auditors

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

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

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

LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

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

RELATED PARTY TRANSACTIONS

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

interest with the Company

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

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

CORPORATE GOVERNANCE

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

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

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

DEPOSITS

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

INSURANCE

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

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

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

AUDIT COMMITTEE

The composition of Audit Committee of the Company as
under:

S No

Name

Category

Position

1

Shri Abhay Kumar
Khanna

Non-Executive
- Independent
Director

Chairman

2

Shri A. R.
Halasyam

Non-Executive
- Independent
Director

Member

3

Shri Rajiv Kapoor

Executive -
Chairman cum
Managing
Director

Member

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

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

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

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

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

d) The Directors have prepared the annual accounts on a
going concern basis;

e) The Directors have laid down proper internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

INTERNAL FINACIAL CONTROL SYATEMS AND THEIR
ADEQUACY

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

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

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

SECRETARIAL STANDARDS

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

STATUTORY DISCLOSURE:

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

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

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

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

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

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

CFO CERTIFICATION

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

LISTING FEES

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

CODE OF CONDUCT

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

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

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

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

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

PREVENTION OF INSIDER TRADING:

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

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

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

EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

QUALITY SYSTEM

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

TRANSFER TO INVESTORS EDUCATION AND POTECTION
FUND

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

CAUTIONARY STATEMENT

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

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

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

ACKNOWLEDGEMENTS

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

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

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

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

Place: New Delhi (RAJIV KAPOOR)

Date: May 23, 2025 CHAIRMAN AND MANAGING DIRECTOR

 
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