Rasandik Engineering Industries Ltd. RASANDIK Passion For Excellence [email protected] ~.rasand*~com CIN: L74210HR1984PLC032293

ONLINE FILING

REILlSEI19-20

September 52019

THE STOCK EXCHANGE 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, , 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 (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.

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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. All documents referred to in the Notice and accompanying Number (PAN) by every participant in securities Explanatory Statement, as well as the Annual Report, market. Members holding shares in electronic form are open for inspection at the Registered Office of the are, therefore, requested to submit the PAN to their Company on all working days during normal business Depository Participants with whom they are maintaining hours up to the date of the Meeting. their demat accounts. Members holding shares in 10. Ministry of Corporate Affairs (MCA) took a ‘Green physical form shall submit their PAN details to the Initiative in Corporate Governance’ in 2011 by allowing Company at its Registered Office or to the Registrar and the Companies to service the documents to its Members Share Transfer Agents. through electronic mode. Accordingly, the Company 16. In terms of Section 108 of the Act, 2013 read with Rule sends all communications including the Notice of Annual 20 of the Companies (Management and Administration) General Meeting (along with instruction for e-voting, Rules 2014, as amended (‘the Rules’) and Regulation attendance slip and proxy form) and Annual Report 44 of SEBI (Listing Obligations and Disclosure in electronic form to all Members whose email Ids are Requirements) Regulations, 2015 [SEBI (LODR) registered with the Company/ Depository Participant(s) Regulations], the Company has provided facility to unless a specific request for hard copy has been exercise votes through electronic voting system, to requested. members holding shares as on 23 September 2019 11. Members who have not registered their e-mail address being the “Cut-off Date”(“Cut-Off” for the purpose of so far are requested to register their e-mail address Rule 20(4)(vii) of the Rules) fixed for determining voting for receiving all communication including Annual rights of members entitled to participate in the e-Voting Report, Notices, and Circulars etc. from the Company process through the e-Voting platform provided by Link electronically. Members holding shares in physical form Intime India Private Limited viz., https://instavote. are requested to notify any change of address, bank linkintime.co.in. mandates, if any, to the Registrar and Share Transfer Information and other instructions relating to e-voting Agent: Link Intime India Private Limited, Noble are as under: Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058, i. Pursuant to provisions of section 108 of the E-mail id: [email protected] or the Company Companies Act, 2013, read with Rule 20 of the Secretary or to their respective depository participants Companies (Management and Administration) if the shares are held in electronic form. Rules, 2014, the Company is pleased to offer e-voting facility to the members to cast their votes 12. Members are entitled to nominate a person to whom his/ electronically on all resolution set forth in the Notice her shares in the Company shall vest in the event of his/ convening the 35th Annual General Meeting to be her demise, by filling up Form No. SH-13. The members held on Monday, the 30 September 2019, at 10:00 are requested to avail of this facility. The duly filled in a.m. The Company has engaged the services of and signed Nomination Form No. SH-13 should be sent Link Intime India Private Limited to provide the to the Registrar and Share Transfer Agents, Link Intime e-voting facility. India Private Ltd. at the address mentioned in above point.

Annual Report 2018-19 19 Notice (Contd.)

ii. These details and instructions form an integral part verification code (CAPTCHA) as shown on of the Notice for the Annual General Meeting to be the screen and click on “SUBMIT”. held on 30 September 2019. 4. Your User ID details are given below: iii. The e-voting facility will be available during the a. Shareholders holding shares in demat following voting period: account with NSDL: Your User ID is 8 Commencement of Character DP ID followed by 8 Digit e-voting End of e-voting Client ID 27 September 2019, 29 September 2019, 9.00 A.M. IST 5.00 PM IST b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 During this period, shareholders of the Company Digit Beneficiary ID holding shares either in physical form or in c. Shareholders holding shares in dematerialised form, as on the cut-off date (23 Physical Form (i.e. Share Certificate): September 2019), may cast their vote electronically. Your User ID is Event No + Folio Number The e-voting module shall be disabled by CDSL registered with the Company after voting period ends. 5. Your Password details are given below: iv. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the If you are using e-Voting system of LIIPL: meeting venue. https://instavote.linkintime.co.in for the first time or if you are holding shares in physical Instructions for shareholders to vote electronically: form, you need to follow the steps given Log-in to e-Voting website of Link Intime India below: Private Limited (LIIPL) Click on “Sign Up” tab available under 1. Visit the e-voting system of LIIPL. Open web ‘Shareholders’ section register your details browser by typing the following URL: https:// and set the password of your choice and instavote.linkintime.co.in. confirm (The password should contain minimum 8 characters, at least one special 2. Click on “Login” tab, available under character, at least one numeral, at least one ‘Shareholders’ section. alphabet and at least one capital letter). 3. Enter your User ID, password and image

For Shareholders holding shares in Demat Form or Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat shareholders as well as physical shareholders). Members who have not updated their PAN with depository Participant or in the company record are requested to use the sequence number which is printed on Ballot Form / Attendance Slip indicated in the PAN Field. DOB/ DOI Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in the company record for the said demat account or folio number in dd/mm/yyyy format. Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio number. Please enter the DOB/ DOI or Dividend Bank Details in order to register. If the above mentioned details are not recorded with the depository participants or company, please enter Folio number in the Dividend Bank Details field as mentioned in instruction (iv).

If you are holding shares in demat form and had registered on to e-Voting system of LIIPL: https://instavote. linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.

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Notice (Contd.)

If Shareholders holding shares in Demat Form or else to change your vote, click on “NO” and Physical Form have forgotten password: accordingly modify your vote. Enter User ID, select Mode and Enter Image Verification 10. Once you confirm your vote on the resolution, code (CAPTCHA). Click on “SUBMIT”. you will not be allowed to modify or change your vote subsequently. Incase shareholder is having valid email address, Password will be sent to the shareholders registered 11. You can also take the printout of the votes e-mail address. Else, shareholder can set the password cast by you by clicking on “Print” option on the of his/her choice by providing the information about the Voting page. particulars of the Security Question & Answer, PAN, general Guidelines for shareholders: DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least Institutional shareholders (i.e. other than one special character, at least one numeral, at least one Individuals, HUF, NRI etc.) and Custodian are alphabet and at least one capital letter) required to log on to e-Voting system of LIIPL: https://instavote.linkintime.co.in and register NOTE: The password is to be used by demat themselves as ‘Custodian / Mutual Fund / shareholders for voting on the resolutions placed by the Corporate Body’. company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting They are also required to upload a scanned platform of LIIPL. certified true copy of the board resolution / authority letter/power of attorney etc. together For shareholders holding shares in physical form, the with attested specimen signature of the duly details can be used only for voting on the resolutions authorised representative(s) in PDF format contained in this Notice. in the ‘Custodian / Mutual Fund / Corporate It is strongly recommended not to share your password Body’ login for the Scrutiniser to verify the with any other person and take utmost care to keep your same. password confidential. During the voting period, shareholders can Cast your vote electronically login any number of time till they have voted on the resolution(s) for a particular “Event”. 6. After successful login, you will be able to see the notification for e-voting on the home page Shareholders holding multiple folios/demat of INSTA Vote. Select/ View “Event No” of the account shall choose the voting process company, you choose to vote. separately for each of the folios/demat account. 7. On the voting page, you will see “Resolution Description” and against the same the option In case the shareholders have any queries or “Favour/ Against” for voting. issues regarding e-voting, please click here or you may refer the Frequently Asked Questions Cast your vote by selecting appropriate option (“FAQs”) and Instavote e-Voting manual i.e. Favour/Against as desired. available at https://instavote.linkintime.co.in, Enter the number of shares (which represents under Help section or write an email to insta. no. of votes) as on the cut-off date under [email protected] or Call us :- Tel : 022 - ‘Favour/Against’. You may also choose the 49186000. option ‘Abstain’ and the shares held will not Since the Company is required to provide members be counted under ‘Favour/Against’. the facility to cast their vote by electronic means, 8. If you wish to view the entire Resolution shareholders of the Company, holding shares details, click on the ‘View Resolutions’ File either in physical form or in dematerialised form, as Link. on the cut-off date of 23 September 2019 and not casting their vote electronically, may only cast their 9. After selecting the appropriate option i.e. vote at the Annual General Meeting. The voting Favour/Against as desired and you have rights of shareholders shall be in proportion to their decided to vote, click on “SUBMIT”. A shares of the paid equity capital of the Company as confirmation box will be displayed. If you on 23 September 2019. wish to confirm your vote, click on “YES”,

Annual Report 2018-19 21 Notice (Contd.)

Mr. Awanish Kumar, Practicing Chartered with the Scrutiniser’s report will be placed on the Accountant (Membership No. FCS 510868), Partner Company’s website www.rasandik.com and shall M/s AKDC & Associates has been appointed as the also be communicated to the Stock Exchanges. All Scrutiniser to scrutinise the e-voting process in a the resolutions, subject to receipt of requisite no. of fair and transparent manner. votes, shall be deemed to be passed at the AGM scheduled to be held on 30 September 2019. The Scrutiniser shall, immediately after the conclusion of the voting at the AGM, first count the 17. The route map to the venue of the Meeting included votes cast at the meeting, thereafter unlock the in this Notice for easy location. The route map of the votes through remote e-Voting in the presence of venue of the Meeting is also available on the website at least two witnesses, not in employment of the of the Company at www.rasandik.com under Investor Company and make, within 48 hours from the Relations section. conclusion of the AGM, a consolidated Scrutiniser’s 18. In terms of Regulation 36(3) of SEBI (LODR) Regulations report of the total votes cast in favour or against, if read with Secretarial Standards on General Meeting, a any, to the Chairman of the Company or any other brief profile of the directors, who are proposed to be director, who shall countersign the same; re-appointed / appointed in this AGM, nature of their The Scrutiniser will submit his report to the expertise in specific functional areas, other directorships Chairman, or any other director, who will declare and committee memberships, their shareholding and the result of the voting. The results declared along relationship with other directors of the Company are given below:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 3 Pursuant to Regulation 17(1A) of SEBI (Listing Obligations Dr. Shyam Sunder Sethi (DIN-01394311) was appointed and Disclosure Requirements) Regulations, 2015, to be as Independent Directors on the Board of the Company applicable w.e.f. 1 April 2019, no listed Company shall appoint pursuant to the provisions of Section 149 of the Act read or continue the Directorship of a Non-Executive Director who with the Companies (Appointment and Qualification of has attained the age of 75 years unless a special resolution is Directors) Rules, 2014 and the erstwhile Clause 49 of the passed by the members to that effect and justification thereof Listing Agreement with the stock exchanges. He hold office is indicated in the explanatory statement annexed to the as Independent Directors of the Company up to September Notice for such appointment. 29, 2019 (“first term” in line with the explanation to Sections Accordingly, Dr. Shyam Sunder Sethi (DIN 01394311), more 149(10) and 149(11) of the Act). than 75 years who was appointed as an Independent Director The, Nomination and Remuneration Committee of the of the Company by the members in the 30th Annual General Board of Directors, on the basis of the report of performance Meeting held on September 30, 2014 to hold office for 5 evaluation of Independent Directors, has recommended consecutive years up to September 29, 2019. has attained reappointment of Dr. Shyam S. Sethi as Independent the age 75 years (Date of Birth 7 July 1940) and to continue Directors for a second term of 5 (five) consecutive years on as a Independent Director, w.e.f. September 30, 2019, the Board of the Company. the approval of members is required by way of a special The Board, based on the performance evaluation of resolution. Independent Directors and as per the recommendation of He was appointed by the Board on 6 June 2002. the Nomination and Remuneration Committee, considers that, given his background and experience and contributions He is on the Board of following other Companies. made by him during his tenure, the continued association of 1. M/s. Ample Auxiliary Service Limited Liability Partner him would be beneficial to the Company and it is desirable Partnership to continue to avail his services as Independent Directors. 2. M/s. Devshri Tech Limited Liability Partnership Partner Accordingly, it is proposed to re-appoint Dr. Shyam S. Sethi 3. M/s. Encardio Rite Electronics Private Limited Director as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) Section 149 of the Act and provisions of the Securities and consecutive years on the Board of the Company. Exchange Board of India (Listing Obligations and Disclosure

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Notice (Contd.)

Requirements) Regulations, 2015 (“Listing Regulations”) passed as a Special Resolution. inter alia prescribe that an independent director of a company Item No. 4 shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides that Shri Mysore Siddappa Ramaprasad (DIN-00842539) was an independent director shall hold office for a term of up to appointed as Independent Directors on the Board of the five consecutive years on the Board and shall be eligible Company pursuant to the provisions of Section 149 of the for reappointment on passing a special resolution by the Act read with the Companies (Appointment and Qualification company and disclosure of such appointment in its Board’s of Directors) Rules, 2014 and the erstwhile Clause 49 of the report. Listing Agreement with the stock exchanges. He hold office as Independent Directors of the Company up to September Section 149(11) provides that an independent director may 29, 2019 (“first term” in line with the explanation to Sections hold office for up to two consecutive terms. Dr. Shyam S. 149(10) and 149(11) of the Act). Sethi is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given their consent The, Nomination and Remuneration Committee of the to act as Director. He is not debarred from holding the office Board of Directors, on the basis of the report of performance of Director pursuant to order of SEBI or any other authority. evaluation of Independent Directors, has recommended reappointment of Shri Mysore Siddappa Ramaprasad The Company has also received declarations from Dr. Shyam as Independent Directors for a second term of 5 (five) S. Sethi that he meets with the criteria of independence consecutive years on the Board of the Company. as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations. In the opinion The Board, based on the performance evaluation of of the Board, Dr. Shyam S. Sethi fulfil the conditions for Independent Directors and as per the recommendation of Re-appointment as Independent Director as specified in the Nomination and Remuneration Committee, considers the Act and the Listing Regulations. Dr. Shyam S. Sethi is that, given his background and experience and contributions independent of the management. made by him during his tenure, the continued association of him would be beneficial to the Company and it is desirable The company has received requisite notice, as provided to continue to avail his services as Independent Directors. under the section 160 of the Companies Act, 2013 from a Accordingly, it is proposed to re-appoint Shri Mysore Siddappa member, proposing the appointment of Dr. Shyam S. Sethi Ramaprasad as Independent Directors of the Company, not as an Independent Director not liable to retire by rotation. liable to retire by rotation and to hold office for a second term Details of Directors whose re-appointment as Independent of 5 (five) consecutive years on the Board of the Company. Directors is proposed are provided in the Notice pursuant to Section 149 of the Act and provisions of the Securities and the provisions of (i) the Listing Regulations and (ii) Secretarial Exchange Board of India (Listing Obligations and Disclosure Standard on General Meetings (“SS-2”), issued by the Requirements) Regulations, 2015 (“Listing Regulations”) Institute of Company Secretaries of India. Copy of draft letters inter alia prescribe that an independent director of a company of appointment of Dr. Shyam S. Sethi setting out the terms shall meet the criteria of independence as provided in Section and conditions of appointment are available for inspection by 149(6) of the Act. Section 149(10) of the Act provides that the members at the registered office and corporate office of an independent director shall hold office for a term of up to the Company. five consecutive years on the Board and shall be eligible Your Directors, therefore, recommend the appointment of Dr. for reappointment on passing a special resolution by the Shyam S. Sethi (DIN-01394311) as an Independent Director company and disclosure of such appointment in its Board’s of the Company, for a period of five (5) years, not liable to report. retire by rotation, as set forth in Item No. 3 of this Notice. Section 149(11) provides that an independent director may The Board is of the view that the appointment of Dr. Shyam hold office for up to two consecutive terms. Shri Mysore S. Sethi on the Company’s Board as Director is desirable Siddappa Ramaprasad is not disqualified from being and would be beneficial to the Company and hence it appointed as Director in terms of Section 164 of the Act and recommends the said Resolution No.3 for approval by the have given their consent to act as Director. He is not debarred members of the Company. from holding the office of Director pursuant to order of SEBI or any other authority. None of the Directors /Key Managerial Personnel of the Company/their relatives, except of Dr. Shyam S. Sethi The Company has also received declarations from Shri himself is in any way concerned or interested, in the said Mysore Siddappa Ramaprasad that he meets with the criteria resolution. The Board recommends the said resolution to be of independence as prescribed both under sub-section (6) of

Annual Report 2018-19 23 Notice (Contd.)

Section 149 of the Act and under the Listing Regulations. In for inspection by the members at the registered office and the opinion of the Board, Shri Mysore Siddappa Ramaprasad corporate office of the Company. fulfil the conditions for Re-appointment as Independent Your Directors, therefore, recommend the appointment of Director as specified in the Act and the Listing Regulations. Shri Mysore Siddappa Ramaprasad (DIN-00842539) as an Shri Mysore Siddappa Ramaprasad is independent of the Independent Director of the Company, for a period of five (5) management. years, not liable to retire by rotation, as set forth in Item No. The company has received requisite notice, as provided 4 of this Notice. under the section 160 of the Companies Act, 2013 from a The Board is of the view that the appointment of Shri Mysore member, proposing the appointment of Shri Mysore Siddappa Siddappa Ramaprasad on the Company’s Board as Director Ramaprasad as an Independent Director not liable to retire is desirable and would be beneficial to the Company and by rotation. hence it recommends the said Resolution No.4 for approval Details of Directors whose re-appointment as Independent by the members of the Company. Directors is proposed are provided in the Notice pursuant to None of the Directors /Key Managerial Personnel of the the provisions of (i) the Listing Regulations and (ii) Secretarial Company/their relatives, except of Shri Mysore Siddappa Standard on General Meetings (“SS-2”), issued by the Ramaprasad himself is in any way concerned or interested, Institute of Company Secretaries of India. Copy of draft letters in the said resolution. The Board recommends the said of appointment of Shri Mysore Siddappa Ramaprasad setting resolution to be passed as a Special Resolution. out the terms and conditions of appointment are available

Details of Directors seeking re-appointment at the ensuing Annual General Meeting are as follows:

Name : Sh. Rajiv Kapoor Dr. Shyam Sundar Sethi Sh. Mysore Siddappa Ramaprasad DIN : 00054659 01394311 00842539 Date of Birth and Age : 4 November 1955 15 June 1939 8 January 1950 Date of First : 10/01/1984 06/06/2002 14/11/2011 Appointment Qualifications : IIT Graduate Post graduation in B Sc., LLB Production Engineering from IIT Kharagpur Remuneration last : ` 60,00,000/- Per annum Nil NIL drawn Relationship with : Shri Rajiv Kapoor is related to Mrs. Deepika He is not related to any He is not related to any other Directors/Key Kapoor, Whole Time Director of the Company other Directors other Directors Managerial Personnel Expertise in Specific : Founder Promoter and Managing Director of the Dr. Shyam S. Sethi, is Mr. M. S. Ramaprasad Function areas company and an IIT Delhi Graduate, a technocrat an independent non- is an independent non- turned first generation industrialist. executive Director executive Director on the • His visionary skills and foresightedness on the board. He is a board is an industrialist made him realise the potential for the Auto Mechanical engineering by profession. He is the component manufacturing industry as the graduate with post proprietor of Saraswathi Government policy was for the indigenisation graduation in production Rice & Oil Mills, of the Auto components. engineering from IIT Nanjangud, Karnataka. Kharagpur. He brings He is founder member • He possesses great project management skills with him around thirty of the Nanjangud coupled with deep understanding of the auto years of experience Industries Association component manufacturing system. with an MNC Kelvinator. and is president for • It is his drive and passion for Auto component He was Executive Vice the last 4 years. He business Rasandik was born in 1986; since President at Kelvinator has vast experience in then he is the main driving force behind the at later part of his tenure Industrial management Company’s progress till date. thereat. Currently he and possesses thorough • He manages business operations largely works as a Consultant at knowledge of Factory concentrating on the product developments, Whirlpool Corporation, Act, labour laws & new business opportunities, technology Aptech Limited and industry related safety up-gradation, product quality and growth Tropicana Telecom. regulations. strategies.

24 Annual Report 2018-19 1 - 16 17 - 65 66 - 102 Corporate Overview Statutory Reports Financial Section

Notice (Contd.)

Name : Sh. Rajiv Kapoor Dr. Shyam Sundar Sethi Sh. Mysore Siddappa Ramaprasad • He pioneered the introduction of new technologies of Moving Bolster in 1992, Spot Welding Robot in 1999 and Tailor Welded Banks in 2006 in the Auto Component Sector in India. His continuous pursuit for timely supply of best quality products at competitive prices has made Rasandik a very dependable and preferred Auto component supplier in the industry Numbers of Shares : 950,979 10,242 Nil held in the Company Directorships held : None 1. M/s. Ample Auxiliary None in other public Service Limited Companies Liability Partnership Partner (excluding foreign Companies and 2. M/s. Devshri Tech Section 8 Companies) Limited Liability as on 31 March 2019 Partnership Partner 3. M/s. Encardio Rite Electronics Private Limited Director Memberships/ : Member of Audit Committee of Rasandik Member of Audit Member of Audit Chairmanships of Engineering Industries India Limited Committee, Stakeholders Committee, Stakeholders Committees of other Relationship Relationship public Companies Committee, Nomination Committee, Nomination (includes only & Remuneration & Remuneration Audit Committee Committee and Committee and and Stakeholders’ Corporate Social Corporate Social Relationship Responsibility Committee Responsibility Committee Committee) as on 31 of Rasandik Engineering of Rasandik Engineering March 2019 Industries India Limited Industries India Limited

By Order of the Board For Rasandik Engineering Industries India Limited

Sd/- Place: Sohna, Haryana Pradeep Chandra Nayak Date : 10 August 2019 Company Secretary

Annual Report 2018-19 25 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]

ATTENDANCE SLIP (To be handed over at the entrance of the Meeting Hall)

DP ID*: Folio No.: Client ID*: Number of Shares held: NAME AND ADDRESS OF THE SHAREHOLDER(S):

*Applicable for investors holding shares in electronic form

I/we being the Registered Shareholder / Proxy for the Registered Shareholder of the Company hereby record my/our presence at the 35th Annual General Meeting of the Company being held on Monday, 30th September 2019, at 10 A.M. AT CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA.

Name of Shareholder / Proxy Signature of Shareholder / Proxy

ROUTE MAP OF THE VENUE OF 35TH ANNUAL GENERAL MEETING OF RASANDIK ENGINEERING INDUSTRIES INDIA LIMITED Venue: CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA. PROXY FORM [Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] 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]

Name of Member(s): E-mail Id: Registered Address: Folio No. / DP ID*:- C l i e n t I d * :

* Applicable to shareholders holding shares in electronic form.

I/ We being the member(s) of ...... Shares of the above named Company hereby appoint:

(1) Name:……………......

Address:......

E-mail id...... Signature...... or failing him/her;

(2) Name:……………......

Address:......

E-mail id...... Signature...... or failing him/her; as my/our proxy to attend and vote (on a poll) for me/ us and on my/our behalf at the 35th Annual General Meeting of the Members of Rasandik Engineering Industries India Limited to be held on Monday, 30 September 2019 at 10.00 A.M. at CONFERENCE HALL, SARAS TOURIST COMPLEX, DAMDAMA, SOHNA, HARYANA and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above proxy to vote in the manner as indicated in the box below:

DESCRIPTION OF RESOLUTIONS FOR* AGAINST* ORDINARY BUSINESS 1. Adoption of Audited Financial Statement for the year ended 31 March 2019 2. Re-appointment of Shri Rajiv Kapoor (00054659), Director who retires by rotation. Special Business 3. Re-appointment of Shri Shyam Sunder Sethi (001394311), as Independent Director. 4. Re-appointment of Shri M S Ramaprasad (000842539), as Independent Director.

Affix One Rupee Revenue Stamp Signed this ………………...... day of ...... ………………….2019

Signature of shareholder ……………...... …...... Signature of proxy holder(s) ……......

Note:

*1. Please put ‘x’ in the appropriate column against the respective resolutions. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

2. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 35th Annual General Meeting.

4. Please complete all details including detail of member(s) in above box before submission.