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Rasandik Engineering Industries India Ltd Rasandik Engineering Industries India Ltd. RASANDIK Passion For Excellence [email protected] ~.rasand*~com CIN: L74210HR1984PLC032293 ONLINE FILING REILlSEI19-20 September 52019 THE STOCK EXCHANGE MUMBAI 1st FLOOR, NEW TRADING RING ROTUNDA BUILDING P.I. TOWERS, DALAL STREET FORT, MUMBAI - 400001 Stock Code: 522207 Dear Sir, Sub: Notice of the 35th Annual General Meeting Pursuant to Regulation 30 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations, 2015, please find enclosed herewith a copy of the Notice of 35th Annual General Meeting (AGM) of the Company scheduled to be held on Monday, September 30, 2019, at 10.00 a.m. at Conference Hall, Saras Tourist Complex, Damdama, Sohna, Haryana. Submitted for your information and records. Thanking you, Yours faithfully, For ra-asandikEngineering Industries India Limited "RASA~'fS INDIALTD. Pradeep Chandra NayakompanySecretary Company Secretary Encl: As above Regd. Office & Plant I: 13114,Roz-Ka-Meo Industrial Area, Sohna, Dist!. Gurgaon, Haryana-122103, INDIA. Tel: 0124-236264617,236324516Fax: 0124-2362107 Plant II: A - 112- 2 & A - 112- 3, Site B, Surajpur Industrial Area, Distt. Gautambudh Nagar, Uttar Pradesh-201306, INDIA. Tel: 0120-2569790-93 Fax: 0120.2560169 Pune Plant: E 82183,MIDC Ranjangaon, Distt. Pune, Maharashtra, INDIA. Tel: 02138.288043,670176 Fax: 02138 .670178 1 - 16 17 - 65 66 - 102 Corporate Overview Statutory Reports Financial Section Notice RASANDIK ENGINEERING INDUSTRIES INDIA LIMITED (CIN: L74210HR1984PLC032293) Reg. Off: 14, Roj-Ka-Meo Industrial Area, Sohna, Haryana - 122103 Web: www.rasandik.com Email: [email protected] Notice is hereby given that the 35th Annual General Meeting and Exchange Board of India (Listing Obligations and of the members of Rasandik Engineering Industries India Disclosure Requirements) Regulations, 2015 (“Listing Limited will be held as under:- Regulations”) (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), on the basis DAY :- Monday of the recommendation of Nomination and Remuneration DATE : - 30 September 2019 Committee, Dr. Shyam Sunder Sethi (DIN-01394311), who was appointed and who has submitted a declaration TIME : - 10.00 A.M. that he meets the criteria for independence as provided in PLACE:- Conference Hall, Saras Tourist Complex, the Act and Listing Regulations and who is eligible for the Damdama, Sohna, Haryana appointment and respect of whom the company has received a notice in writing from a member under section 160 of the ORDINARY BUSINESS: Act proposing his candidature for the office of Director, be Item No. 1 – Adoption of financial statements and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for To consider and if thought fit, to pass with or without a second term of 5(five) consecutive years with effect from modification, the following resolution as an Ordinary 30 September, 2019 to 29 September, 2024, on the Board Resolution: of the Company. “RESOLVED THAT the audited financial statements of the FURTHER RESOLVED THAT pursuant to Regulation 17(1A) Company for the year ended 31 March 2019 and reports of of SEBI (Listing Obligations and Disclosure Requirements) Board of Directors and auditors’ report thereon as presented Regulations, 2015, and other applicable provisions, if any, to the meeting, be and are hereby, approved and adopted”. (including any statutory modification(s) or re-enactment Item No. 2 – Re-appointment of Shri Rajiv Kapoor (DIN: thereof, for the time being in force), consent of the members 00054659), who retires by rotation and, being eligible, of the Company, be and is hereby accorded to reappoint Dr. seeks reappointment. Shyam Sunder Sethi (DIN -01394311) as an Independent Director of the Company, aged more than 75 years, with To consider passing the following resolution as an effect from 30 September 2019 to 29 September 2024. Ordinary Resolution: RESOLVED FURTHER THAT the Board or any Committee RESOLVED THAT Shri Rajiv Kapoor (DIN: 00054659), thereof, be and is hereby authorised to do all such things, director, who retires by rotation and being eligible, offers deeds, matters and acts, as may be required to give effect himself for re-appointment, be and is hereby re-appointed as to this resolution and to do all thing incidental and ancillary a director of the Company. thereto.” SPECIAL BUSINESS: Item No. 4 – To Re-appoint Shri M S Ramaprasad Item No. 3 – To Re-appoint Dr. Shyam Sunder Sethi (DIN- (00842539) as Independent Director and in this regard 01394311) as Independent Director and in this regard consider and if thought fit, to pass with or without consider and if thought fit, to pass with or without modification(s), the following resolution as Special modification(s), the following resolution as Special Resolution: Resolution: “RESOLVED THAT pursuant to Sections 149 and 152 read “RESOLVED THAT pursuant to Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Companies of the Companies Act, 2013 (“the Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 (Appointment and Qualification of Directors) Rules, 2014 (“the Rules”) and the applicable provisions of the Securities (“the Rules”) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Annual Report 2018-19 17 Notice (Contd.) Disclosure Requirements) Regulations, 2015 (“Listing his candidature for the office of Director, be and is hereby re- Regulations”) (including any statutory modification(s) or re- appointed as an Independent Director of the Company, not enactment(s) thereof, for the time being in force), on the basis liable to retire by rotation and to hold office for a second term of the recommendation of Nomination and Remuneration of 5(five) consecutive years with effect from 30 September Committee, Shri M S Ramaprasad (00842539), who was 2019 to 29 September 2024, on the Board of the Company. appointed and who has submitted a declaration that he meets RESOLVED FURTHER THAT the Board or any Committee the criteria for independence as provided in the Act and thereof, be and is hereby authorised to do all such things, Listing Regulations and who is eligible for the appointment deeds, matters and acts, as may be required to give effect and respect of whom the company has received a notice in to this resolution and to do all thing incidental and ancillary writing from a member under section 160 of the Act proposing thereto.” By Order of the Board For Rasandik Engineering Industries India Limited Sd/- Place: Sohna, Haryana Pradeep Chandra Nayak Date : 10 August 2019 Company Secretary NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT 3. The instrument appointing the proxy should however THE ANNUAL GENERAL MEETING (“THE MEETING”) be deposited at the Registered office of the Company IS ENTITLED TO APPOINT A PROXY TO ATTEND not less than 48 hours before the commencement of the AND VOTE INSTEAD OF HIMSELF / HERSELF meeting. AND THE PROXY NEED NOT TO BE A MEMBER 4. Members or their respective proxies are requested to: OF THE COMPANY. PROXY FORM IS ATTACHED HEREWITH. A PERSON CAN ACT AS A PROXY ON i. Bring copies of Annual Report sent to them as the BEHALF OF MEMBERS NOT EXCEEDING FIFTY copies of Annual Report shall not be distributed at (50) AND HOLDING IN AGGREGATE NOT MORE the Annual General Meeting; THAN 10% OF THE TOTAL SHARE CAPITAL OF THE ii. Quote their Folio / DP ID & Client ID in the COMPANY CARRYING VOTING RIGHTS. attendance slips for attending the meeting; IN CASE A PROXY IS PROPOSED TO BE APPOINTED iii. Bring the attendance slip sent herewith duly filled in BY A MEMBER HOLDING MORE THAN 10% OF for attending the meeting. THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY 5. In case of joint holders attending the Meeting, only SHALL NOT ACT AS A PROXY FOR ANY OTHER such joint holder who is higher in order of names will be PERSON OR SHAREHOLDER. entitled to vote. 2. Corporate Members intending to send their authorised 6. The Register of Members and Share Transfer Books will representatives to attend the meeting pursuant to remain closed from 24 September 2019 to 30 September Section 113 of the Companies Act, 2013 are requested 2019 (both days inclusive). to send to the Company a certified copy of the Board 7. No Un-claimed / Unpaid Dividend has been pending to Resolution authorising their representative to attend and be transferred to the Investor Education and Protection vote on their behalf at the Meeting. Fund established by the Central Government. 18 Annual Report 2018-19 1 - 16 17 - 65 66 - 102 Corporate Overview Statutory Reports Financial Section Notice (Contd.) 8. In terms of Article 108 of the Articles of Association of the 13. Members may also note that the Notice of Annual Company read with Section 152 of the Companies Act, General Meeting and Annual Report 2018-19 is available 2013, Shri Rajiv Kapoor retire by rotation at the ensuing on the website of the Company at www.rasandik.com Annual General Meeting and being eligible offers himself under Investor Section. for re-appointment. The information or details about the 14. Members desiring any information on the accounts at director(s) proposed to be appointed / re-appointed to the AGM are requested to write to the Company at least be provided pursuant to the requirements of Regulation 7 days in advance, so as to enable the Company to 36(2) of the SEBI (Listing Obligations and Disclosure keep the information ready. Requirements) Regulations, 2015 and Schedule V of the Companies Act, 2013 is annexed herewith. 15. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account 9.
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