Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Rasoi Ltd			Industry : Diversified - Medium / Small


BSE Code:	507649	NSE Symbol:	Not Listed	P/E(TTM):	332.85

ISIN Demat:	INE349E01023	Div & Yield %:	0	EPS(TTM):	94.3

Book Value(Rs):	18954.4720497	Market Cap ( Cr.):	303.2	Face Value(Rs):	200

Change Company

Your Directors hereby present the 114th Annual Report together with the audited Financial Statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended 31st March, 2018 is summarised below:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from Operations	2085	2341	2054	2320
Other Income	156	89	156	89
Total	2241	2430	2210	2409
Profit before Finance Cost, Depreciation & Taxation	465	830	434	809
Less: Finance Cost	0	4	0	4
Less: Depreciation	216	75	216	75
Profit before Tax	249	751	218	730
Less: Tax Expenses	(54)	(339)	(54)	(339)
Profit after Tax (before share of profit of Associate)	303	1090	272	1069
Add: Share of profit of Associate Company	–	–	957	966
Profit for the Year	303	1090	1229	2035
Other Comprehensive Income	(428)	1280	506	2695
Total Comprehensive Income	(125)	2370	1735	4730

ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted the Indian Accounting Standard ("Ind AS") w.e.f. 1st April 2017 (transition date being 1st April, 2016). The above Financial Statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

DIVIDEND

Your Directors have recommended a dividend of 10 per equity share on 96,600 fully paid up equity shares of 200 each (previous year 20 per equity share) for the financial year 2017-2018. The Corporate Dividend Tax of 1.99 lakh (previous year 3.93 lakh) will be payable on the total dividend amount of 9.66 lakh (previous year 19.32 lakh).

RESERVES

During the financial year under review, 25 lakh (previous year 25 lakh) was transferred to the General Reserve.

BUSINESS OPERATIONS & OUTLOOK Standalone:

During the financial year ended 31st March, 2018, your Company achieved revenue from operations of 2,085 lakh as against 2,341 lakh for the financial year ended 31st March, 2017. The profit after tax for the financial year ended 31st March, 2018 was 303 lakh as against the profit after tax of 1090 lakh for the financial year ended 31st March, 2017. In view of the continued uncertainty which is prevailing due to the global socio-economic and political factors your company decided to continue to maintain a cautious approach in conducting its business activity. GST implementation which was a welcome development for organized businesses like ours is still to stabilize.

In the wakeup of rupee weakening and the global crude prices seeing an uptick which has impacted the inputs costs of our raw materials, the year under review has witnessed flattish growth and decline in profits.

Perils of an election year shall loom in the current year along with deteriorating macros in terms of rising crude prices, depreciating rupee and inflationary outlook for the economy at large.

Consolidated:

On a consolidated basis, your Company achieved revenue from operations of 2,054 lakh for the financial year ended 31st March, 2018 as against 2,320 lakh for the financial year ended 31st March, 2017. The Profit for the financial year ended 31st March, 2018 was 1,229 lakh as against 2,035 lakh for the financial year ended 31st March, 2017. There were no changes in the nature of business of the Company during the year under review. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SHARE CAPITAL OF THE COMPANY

The paid up equity share capital of your Company as on 31st March, 2018 was 1,93,20,000 (Rupees One Crore Ninety Three Lakh Twenty Thousand only) divided into 96,600 equity shares of the face value of 200 (Rupees Two Hundred) each fully paid up.

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is regularly carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has an Associate Company namely "Hindustan Composites Limited." The Company had no subsidiary or joint venture company during the year under review.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associate Company in Form AOC-1 is attached to the financial statements of the Company forming part of this Annual Report. The said form also highlights the financial performance of the Associate Company and its contribution to the overall performance of the Company during the period under report pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form No. MGT-9 is annexed to this report as "Annexure A".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Kapil Kaul (DIN: 00053937), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment and your Board recommends his re-appointment as a Director liable to retire by rotation.

b) Appointment

Mr. Arindam Sarkar (DIN: 06938957), was appointed as an Additional Independent Director of the Company by the Board of Directors through circular resolution for a period of five years with effect from 21st August, 2017. Thereafter, the Members of the Company, vide resolution passed in the 113th AGM of the Company held on 25th September, 2017 have appointed Mr. Arindam Sarkar as an Independent Director of the Company for a period of 5 (five) years from 21st August, 2017 to 20th August, 2022. Pursuant to the provisions of the Companies Act, 2013, Mr. R S Vaidyanathan (DIN: 00063959), Mr. H M Parkeh (DIN: 00026530) and Mr. Vijai Singh (DIN: 00627741) were appointed as Independent Director to hold office for five consecutive years for a term upto 31st March, 2019 by members of the Company in its 110th AGM held on 11th September, 2014.

Mr. R S Vaidyanathan, Mr. H M Parkeh and Mr. Vijai Singh are eligible for re-appointment as Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013 and based on the recommendation of Nomination and Remuneration Committee, the Board re-commends for approval of Members through special resolution in the ensuing 114th AGM the re-appointment of Mr. R S Vaidyanathan,

Mr.H M Parkeh and Mr. Vijai Singh as Independent Director for another term of five consecutive years from 1st April, 2019 to 31st March, 2024.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the 114th AGM of the Company.

c) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at http://www.rasoigroup.in/investor _information/Familiarisation_Programmes_for_ Independent_% 20Directors.pdf

e) Key Managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

Mr. Kapil Kaul	Executive Director & Chief Financial Officer
Dr. Sayantan Bandyopadhyay	Chief Executive Officer
Mr. Naresh Patangi	Company Secretary

MANAGERIAL REMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure –B".

The Statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. Further in terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee has formulated a Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the website of the Company at http:// www.rasoigroup.in/pdf/rasoi.pdf

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Company’s internal control and financial reporting process.

As on 31st March, 2018, the Audit Committee comprised of Mr. H M Parekh, Mr. Raghu Nandan Mody, Mr. R S Vaidyanathan and Mr. Vijai Singh. Mr. H M Parekh is the Chairman of the Audit Committee. Mr. Naresh Patangi, Company Secretary of the Company, acts as the Secretary of the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

MEETINGS OF THE BOARD

During the financial year 2017-2018, the Board met 4 (Four) times viz. 29th May 2017, 11th September, 2017, 9th November, 2017 and 22nd January, 2018. The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 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 this Act 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 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 were adequate and operating effectively.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and have been entered into based on considerations of various business exigencies, such as synergy in operations, their specialization and to further the Company’s interests. Details of material related party transactions are given in the prescribed Form AOC-2 annexed to this report as "Annexure C".

The Board of Directors of the Company has in place a Related Party Transaction Policy and the same is hosted on the website of the Company at http:// www.rasoigroup.in/pdf/Related_Party_Transaction_ Policy.pdf

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

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given under Notes to Accounts of the financial statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has in place a Corporate Social Responsibility (CSR) Policy. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed to this report as "Annexure D".

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company at www.rasoigroup.in. We affirm that during the financial year 2017-2018, no employee or director was denied access to the Audit Committee.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder the Members of the Company, vide resolution passed in the 113th Annual General Meeting of the Company held on 25th September, 2017 have appointed M/s. B Chhawchharia & Co., Chartered Accountants, (FRN: 305123E) as the Statutory Auditors of the Company to hold office for a term of five years, from the conclusion of the 113th Annual General Meeting until the conclusion of the 118th Annual General Meeting of the Company to be held in the year 2022.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s MR & Associates, Practicing Company Secretaries to undertake Secretarial Audit of the Company for the financial year 2017-2018. The Secretarial Audit Report is annexed to this report as

"Annexure E". INTERNAL AUDIT

The Company has appointed M/s. Pankaj Agarwala & Associates, Chartered Accountants, as its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimer neither made by the Statutory Auditor in their Auditors’ report nor by the Secretarial Auditor in their Secretarial Audit Report for the financial year 2017-2018.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure F".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure G".

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and a Certificate on compliance of conditions of Corporate Governance received from M/s MR & Associates, Practicing Company Secretaries, are annexed to this Annual report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Government of India after the completion of seven years. Further, according to Section 124(6) of the Companies Act, 2013 read the said rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of 45,768 to the IEPF and 729 corresponding equity shares to the demat account of the IEPF Authority during the year under review.

PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an internal complaint committee under section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said committee.

DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 (A) Details related to General Employee Benefits Scheme (GEBS)

A description of GEBS scheme that existed at any time during the year, including the general terms and conditions of each such scheme, including-

a) Date of Shareholders’ approval: Approved by the shareholders of the Company in the 111th Annual General Meeting held on 11th September, 2015.

b) Kind of benefits to be granted under the Scheme: Providing assistance to meet medical expenses, providing assistance/reimbursement to meet cost of tuition and other fees and expenses in connection with providing higher education/and professional courses, providing assistance to meet marriage expenses, to sponsor holidays trips and get-togethers and such other benefits as more particularly described in object clause of the Trust Deed.

c) Beneficiaries of the Scheme: Such persons who are in permanent employment of the company for at least 5 years and are designated as Officers and Managers and their spouse, parents and children, who for the time being is nominated to be a beneficiary, as may be determined by the Nomination and Remuneration Committee from time to time, but shall not include directors or promoters of the company.

d) Total assets of the Scheme: 2,87,57,407 as per the audited balance sheet of the Trust as on 31st March, 2018.

e) Quantum of holding in own shares / listed holding company shares (both absolute and in percentage): 3811 (3.95%) Equity Shares of 200 each of the Company as on 31st March, 2018.

f) Whether scheme is in compliance of regulation 26(2)/ 27(3) of the regulations, as applicable: No.

g) Variation in terms of Scheme: Not Applicable

(B) Details related to Trust

The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of administering the schemes under the regulations are to be disclosed:

i) General information on all schemes

Sr. No. Particulars	Details
1 Name of the Trust	Thames Welfare Trust
2 Details of the Trustee(s)	Mr. Rajul Sureshchandra Goradia
	Professional
	Address: D/701-702,
	Dheeraj Hall view tower,
	Near Siddharth Nagar,
	W.E. Highway, Borivali-East
	Mumbai – 400066
	Mr. Shounak Mitra
	Professional
	Address: P-97, Kalindi
	Housing Estate, 4th Floor,
	Kolkata - 700089
	IDBI Trusteeship Services Ltd.
	Private Trust
	Address: Asian Building,
	17, R. Kamani Marg,
	Ballard Estate,
	Mumbai - 400001
3 Amount of loan disbursed by the Company / any company in the group, during the year	Nil
4 Amount of loan outstanding (repayable to the company/ any company in the group) as at the end of the year	Nil
5 Amount of loan, if any, taken from any other source for which company/ any company in the group has provided any security or guarantee	Nil
6 Any other contribution made to the Trust during the year	Nil

ii) Brief details of transactions in shares by the Trust

Sr. No.	Particulars	Details
A	Number of shares held at the beginning of the year	4795
B	Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share;	Nil
C	Number of shares transferred to the employees / sold along with the purpose thereof;	984 (share sold for repayment of loan)
D	Number of shares held at the end of the year.	3811

iii) In case of secondary acquisition of shares by the Trust

Number of shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders’ approval was obtained
Held at the beginning of the year	4795 (4.96%)
Acquired during the year	Nil
Sold during the year	984 (1.02%)
Transferred to the employees during the year	Nil
Held at the end of the year	3811(3.95%)

DISCLOSURE PURSUANT TO SECTION 67 OF THE COMPANIES ACT, 2013 READ WITH RULE 16(4) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014

Your Company has created a ‘General Employee Benefits Scheme (GEBS)’ under an irrevocable Trust named as "Thames Welfare Trust" on 1st August, 2011 for the benefit of its existing and future permanent employees, except directors and promoters. The Scheme is established for the general welfare of the beneficiaries i.e. permanent employees of the Company. Under the Scheme, the Trust had purchased 95919 Equity Shares of face value of 10 each of the Company from Secondary Market for a total consideration of 3,32,18,829. As no shares are allotted or transferred to any employee or option to purchase of these shares is given to any employee under this Scheme, no voting rights are directly exercised by employees of the Company on these shares. The trustees of the Trust are entitled to exercise vote on these shares, however they have not exercised any voting rights on these shares on resolutions transacted at the 113th Annual General Meeting held on 25th September 2017.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the year under report by the Company’s bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of the Board of Directors

	Sd/-
	H M Parekh
	Director
	DIN: 00026530
	Sd/-
	Kapil Kaul
Place: Kolkata	Executive Director & CFO
Date: 22nd May, 2018	DIN: 00053937