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Raunaq EPC International Ltd.

BSE: 537840 Sector: Engineering
NSE: N.A. ISIN Code: INE523K01012
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OPEN 19.15
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VOLUME 271
52-Week high 28.35
52-Week low 18.30
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Raunaq EPC International Ltd. (RAUNAQEPCINTL) - Director Report

Company director report

(SECTION 134 OF THE COMPANIES ACT 2013)

To The Members

Raunaq EPC International Limited

Your Directors have pleasure in presenting the 55th Annual Report of yourCompany together with the Audited Standalone and Consolidated Financial Statements and theAuditors' Report thereon for the Year ended 31 March 2020.

FINANCIAL RESULTS

The highlights of Consolidated Financial Results of your Company and itssubsidiary are as follows:

(Rs. in Lacs)

Consolidated
Particulars Year ended 31 March 2020 Year ended 31 March 2019
Revenue from Operations and Other Income 6553.89 9883.05
Profit before Finance Cost and Depreciation (1281.72) 72.97
Finance Cost 423.54 462.45
Depreciation 181.22 154.59
Profit Before Tax (1886.48) (544.07)
Less: Tax Expense 291.17 (82.58)
Profit for the Year (2177.66) (461.49)
Other Comprehensive Income
Items that will not be reclassified to Profit and Loss (net of tax) 11.29 16.34
Total Comprehensive Income for the year (2166.36) (445.15)

The highlights of financial results of your Company onStandalone basis are asfollows:

(Rs. in Lacs)

Standalone
Particulars Year ended 31 March 2020 Year ended 31 March 2019
Revenue from Operations and other income 2222.00 5204.59
Profit before Finance Cost and Depreciation (2256.94) (154.23)
Finance Cost 291.70 391.96
Depreciation 83.64 80.37
Profit Before Tax (2632.28) (626.56)
Less: Tax Expense 289.50 (98.94)
Profit for the Year (2921.78) (527.62)
Other Comprehensive Income
Items that will not be reclassified to Profit and Loss (net of tax) 11.19 19.52
Total Comprehensive Income for the year (2910.59) (508.10)

Surplus in Statement of Profit and Loss

Opening balance 2239.54 2747.64
Add: Profit for the year (2910.59) (508.10)
Less:
Proposed Dividend-Equity - -
Tax on distributed profits - -
Transferred to General Reserve - -
Closing Balance (671.05) 2239.54

Dividend

In view of loss for the year your directors have not recommended any dividend onequity shares of the Company for the year ended 31 March 2020.

Business Operations

During the year under review there is a downturn in the total revenue of the Companyfrom Rs. 5204.59 Lakhs in FY 2018-19 to Rs. 2222.00 Lakhs in FY 2019-20. The

Company has been struggling to bag new orders due to the continuous adverse marketconditions in the power sector especially thermal power. The Company's order book positionas on 31 March 2020 stood at Rs. 1485 Lakhs.

The Company has been able to bag an order of Rs. 1350 Lakhs on 01 May 2019 forConstruction of Circulating Water System works for 2x800 MW APJL Project Godda from HTGEngineering Private limited for Adani Power (Jharkhand) Limited.

In terms of the execution some of the major projects that the Company successfullyworked on during FY 2019-20 include:

Fabrication and erection of Large Dia CW piping system at NUPPL Ghatampur 3x660MW forGE Power Systems.

Fabrication and erection of Large Dia CW piping system at 1x660 MW Harduaganj extensionII project for Toshiba.

Additional Ash water re-circulation project at NTPC Ramagundam 2600 MW.

Future Outlook

The Company had quoted many tenders in power and water system fields but most of thosetenders were either cancelled or postponed due to various reasons.

As is known the current year has started on an unpleasant note because of Covid-19and most of the Companies/ Organizations are in the very cautious "Unlock" mode.It is expected that the situation might start becoming normal (new normal) starting 03rdquarter. It is also expected that new tenders for various fields might start floating bythat time. The Company is also planning to participate in such tenders with cautiousaggression to achieve the desired targets.

Consolidated Financial Statements

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Regulations") Consolidated Financial Statements havebeen prepared in accordance with IND AS-110 of the Indian Accounting Standards issued bythe "Institute of Chartered Accountants of India" and have been provided in theAnnual Report. These Consolidated Financial Statements provide financial information ofyour Company related and its subsidiary as a single economic entity.

Indian Accounting Standards ("Ind AS")

The financialstatements for the year ended 31 March 2020 have been prepared inaccordance with the Indian Accounting Standards ("Ind AS") as required underSection 133 of the Companies Act 2013 read with rules made there under as amended.

Management Discussion and Analysis

A detailed analysis of the Company's operations in terms of performance in marketsbusiness outlook risk and concerns forms part of the Management Discussion and Analysisa separate section of this report.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirm that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2020 and of the Profitand Loss of the Company for the period ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Related Party Contracts and Arrangements

The contracts or arrangements of the Company with related parties during the periodunder review referred to in Section 188(1) of the Companies Act 2013 were in ordinarycourse of business and on arm's length basis. During the year the Company had not enteredinto any contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the related party transaction policy of the Company. Thusthere are no transactions which are required to be reported in the prescribed Form AOC-2of the Companies (Accounts) Rules 2014.

Further during the Financial Year 2019-20 there were no materially party transactionsentered significant into by your Company with the Promoters Directors Key ManagerialPersonnel or other designated persons which might have potential conflict with theinterest of the Company at large.

As all the related party transactions are at arm's length price and in the ordinarycourse of business the same are placed before the Audit Committee for its approval. Therewas no related party transaction which requires approval of the Board. During theFinancial Year under review the Audit Committee has approved the related partytransactions through the omnibus mode in accordance with the provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Related party transactions were disclosed to the Board on regular basis as per IndAS-24. Details of related party transactions as per Ind AS-24 may be referred to in theNotes forming part of the Financial Statements.

The policy on Related Party Transactions as approved by the Board in terms of theprovisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is available on the website of the Company i.e.www.raunaqinternational.com under the link http://www.raunaqinternational.com/pdf/related_party_transactions_ policy.pdf.

Particulars of Loans Guarantees or Investment

Details of Loans or guarantee given or security provided in terms of the provisions ofthe Section 186 of the

Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 have been adequately disclosed in the financial statements.

Directors

During the period under review the members of the Company at their Annual GeneralMeeting held on 05 August 2019 approved:

Continuation of Ms. Seethalakshmi Venkataraman as a Non-Executive Independent Directorof the Company w.e.f. 01 April 2019 till the end of her current tenure upto theconclusion of the 55th Annual General Meeting (AGM) of the Company in theCalendar Year 2020 in terms of the provisions of Section 149 of the Companies Act 2013the age of Ms. Seethalakshmi Venkataraman being more than seventy five years as on 01April 2019.

Appointment of Mr. Rajiv Chandra Rastogi as a Non-

Executive Independent Director of the Company for a period of 5 (Five) years upto theconclusion of the 59th Annual General Meeting (AGM) of the Company in thecalendar year 2024 in terms of the provisions of Section 149 of the Companies Act 2013.

The Board of Directors of the Company in its Meeting held on 13 November 2019approved.

Appointment of Mr. Sameer Kanwar as an Additional

Director in the capacity of Non-Executive Director till the conclusion of ensuingAnnual General Meeting (AGM) of the Company: Further the Board of Directors of theCompany vide its resolution passed through circulation on 04 December 2019 approved:

Appointment of Mr. Naresh Kumar Verma as an

Additional Director in the capacity of Non-Executive Director till the conclusion ofensuing Annual General Meeting (AGM) of the Company.

In terms of the provisions of Section 149 of the Companies Act 2013 Dr. Sanjeev Kumarand Ms. Seethalakshmi Venkataraman had been appointed as Non-Executive

Independent Director at the Annual General Meeting

(AGM) of the Company held on 30 July 2015 for a period of 5 (Five) Years upto theconclusion of the 55th AGM of the Company in the Calendar year 2020. Thereforein terms of the provisions of Section 149 of the Companies Act 2013 it has been proposedto re-appoint Dr. Sanjeev Kumar and Ms. Seethalakshmi Venkataraman as Non-ExecutiveIndependent Director at the ensuing Annual General Meeting (AGM) of the Company for aperiod of 5 (Five) Years upto the conclusion of the 60th AGM of the Company inthe Calendar year 2025 by way of special resolution pursuant to the applicable provisionsof the Companies Act 2013 and the Regulations in read with Regulation 17 of theRegulations as amended the age of Ms. Seethalakshmi Venkataraman being more than seventyfive years at the commencement of her proposed tenure.

Further in terms of the provisions of Section 152 of the Companies Act 2013 it hasbeen proposed to appoint Mr. Sameer Kanwar and Mr. Naresh Kumar Verma as Non-ExecutiveDirector at the ensuing Annual General Meeting (AGM) of the Company liable to retire byrotation. A notice has been received from a member under Section

160 of the Companies Act 2013 signifying their intention to propose Dr. Sanjeev Kumar& Ms. Seethalakshmi

Venkataraman as candidate for the office of Non-

Executive Independent Director and Mr. Sameer Kanwar

& Mr. Naresh Kumar Verma as candidate for the office of

Non-Executive Director of the Company.

Board's Opinion Regarding Integrity Expertise and Experience (Including theproficiency) of the

Independent Directors appointed during the year

The Board is of the opinion that the Independent Directors appointed during the yearunder review are person(s) of integrity and possess core skills/expertise/competencies

(including the proficiency) as identified by the Board of Directors as required in thecontext of Company's business(es) and sector(s) for the Company to function effectively.

Number of Meetings of the Board

During the financial year 2019-20 5 (Five) Board Meetings were held on the followingdates:

22 May 2019;

04 July 2019

05 August 2019;

13 November 2019; and

30 January 2020

The gap between any two meetings was not more than one hundred twenty days as mandatedunder the provisions of Section 173 of the Companies Act 2013 and Regulation 17(2) of theRegulations.

Independent Directors

In terms of the provisions of Section 149(7) of the

Companies Act 2013 read with Regulation 25(8) of the

Regulations all the Independent Directors of the Company have furnished a declarationto the Company at the meeting of the Board of Directors held on 30 June2020 stating thatthey fulfill the criteria of Independent Director as prescribed under Section 149(6) ofthe Companies Act

2013 read with Regulation 16(1)(b) of the Regulations and are not being disqualifiedto act as an Independent

Director. Further they have declared that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence.

In the opinion of the Board all the Independent Directors fulfil the conditionsspecified in the Companies Act 2013 read with the Rules made thereunder and theRegulations and are independent of the management.

In terms of the Regulation 25(7) of the Regulations the Company has adopted afamiliarization programme for the Independent Directors to familiarize them with workingof the Company nature of the industry in which the Company operates business model ofthe Company their roles rights responsibilities and other relevant details. Thedetails of familiarization programme during the Financial Year 2019-20 are available onthe official website of the Company i.e. www.raunaqinternational.com under the linki.e. http://www.raunaqinternational.com/pdf/DETAILS-OF-FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS-FY-19-20.pdf

Policy on Appointment and Remuneration of Directors Key Managerial Personnel (KMP) andSenior Management Personnel

In terms of the provisions of the Section 178 of the

Companies Act 2013 read with Regulation 19 of the Regulations Nomination andRemuneration Committee (‘NRC') has formulated a policy relating to appointment anddetermination of the remuneration for the Directors Key Managerial Personnel and SeniorManagement Personnel which has been adopted by the Board of Directors of the Company. TheNRC has also developed the criteria for determining the qualifications positiveattributes and independence of Directors and for making payments to the Executive andNon-Executive Directors of the Company.

Your Directors affirm that the remuneration paid to the

Directors Key Managerial Personnel Senior Management and other employees is as perthe Nomination and Remuneration Policy of your Company.

During the year additions have been made in the Role of the NRC in the NRC Policy inreference to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)

Regulations 2018. The salient features of the Nomination and Remuneration Policy areas under:

Formulation of the criteria for determining qualifications positive attributes andindependence of a Director.

Identification of persons who are qualified to become

Director and persons who may be appointed in Key Managerial and Senior Managementpositions in accordance with the criteria laid down in the Nomination and Remunerationpolicy.

Recommendation to the Board for appointment and removal of Director KMP and SeniorManagement Personnel.

Formulation of the criteria for devising a policy on diversity of Board of Directors.

Deciding that whether to extend or continue the term of appointment of the IndependentDirector on the basis of the report of performance evaluation of Independent Directors.

Recommendation to the Board for all remuneration in whatever form payable to seniormanagement.

The said policy is available on the website of the Companyi.e.www.raunaqinternational.com under the linkhttp://www.raunaqinternational.com/pdf/nomination--and-remuneration-policy.pdf.

Evaluation Process

The Nomination and Remuneration Committee has established a framework for theevaluation process of performance of the Board its Committees and Individual Directorsand the same was adopted by the Board. During the year under review the Board ofDirectors have carried out the evaluation of the performance of Independent Directors andtheir independence criteria and the Independent Directors in their meeting held on

30 January 2020 have evaluated the performance of the

Chairman and Non-Independent Directors and the Board as a whole and also assessed thequality quantity and timeliness of flow of information between the Board and

Company management.

Key Managerial Personnel

The following Directors/Officials of the Company have been designated as Key ManagerialPersonnel (KMP) of the Company by the Board of Directors in terms of the provisions ofSection 203 of the Companies Act 2013 and the Regulations:

1. Mr. Surinder Paul Kanwar Chairman and Managing Director
2. Mr. Sachit Kanwar Joint Managing Director
3. Mr. Rajan Malhotra Chief Executive Officer
4. Mr. Himanshu Goyal Chief Financial Officer
5. Mr. Vartika Malhotra Company Secretary

During the period under review Mr. Sachin Kumar Mittal has resigned from the post ofManager - F & A & (CFO) of the Company w.e.f. 30 September 2019 and

Mr. Himanshu Goyal Senior Officer (F & A) of the Company has been designated asSenior Officer - F & A & (CFO) of the Company w.e.f. 30 January 2020.

Further Mr. Sukhvir had been appointed as the Company

Secretary and Compliance Officer of the Company w.e.f.

22 May 2019 pursuant to resignation of Ms. Sukriti Manna w.e.f. 11 March 2019.

Pursuant to resignation of Mr. Sukhvir w.e.f. 06 September

2019 Ms. Vartika Malhotra has been appointed as the

Company Secretary and Compliance Officer of the

Company w.e.f. 13 November 2019.

Disclosure under the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Disclosures pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed as Annexure -"A" to thisreport.

Particulars of Employees

Information regarding employees in accordance with the provisions of Rule 5(2) and Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure-"B" to this Report.

Risk Management

A robust and integrated enterprise risk management framework is in existence underwhich the common prevailing risks in theCompanyareidentifiedthe risks so identified arereviewed on periodic basis by the Audit Committee and the management's actions to mitigatethe risk exposure in a timely manner are assessed. A risk management policy under theabove said enterprise risk management framework as approved by the Board has been adoptedby the Company.

Corporate Social Responsibility

In terms of the provisions of the Section 135 of the Companies Act 2013 the CorporateSocial Responsibility Committee ("CSR Committee") is in existence to monitor theCorporate Social Responsibility Policy of the Company as approved by the Board and thesaid policy is available on website of the Company i.e. www.raunaqinternational. com.

The CSR Committee comprises of Mr. Surinder Paul Kanwar Mr. Sachit Kanwar and Mr. P.K.Mittal.

The role of the Corporate Social Responsibility Committee includes:

(a) Formulation and recommendation to the Board a Corporate Social ResponsibilityPolicy (CSR Policy) which shall indicate the activities to be undertaken by the Company asspecified in Schedule VII of the

Companies Act 2013 ("the Act").

(b) Monitoring the Corporate Social Responsibility Policy of the Company from time totime.

(c) Recommendation of the amount of expenditure to be incurred on the activitiesreferred to in clause (a) above.

(d) Instituting a transparent monitoring mechanism for implementation of the CSRprojects or programs or activities undertaken by the Company. During the Financial Year2019-20 CSR policy has been modified by adding area of activities to be undertaken as

CSR activities with regard to the amendments to Schedule VII of the Companies Act2013. As per the provisions of Section 135 of the Companies Act 2013 the Company was notrequired to spend any amount on CSR activities during the Financial Year 2019-20 in termsof loss incurred during the Financial Year 2018-19.

The report on CSR activities with other details in terms of the provisions of Rule 8 ofthe Companies (Corporate Social Responsibility) Rules 2014 for the Financial Year 2019-20is enclosed as Annexure -"C" to this report.

Audit Committee

The Audit Committee comprises of Dr. Sanjeev Kumar Mr. P.K. Mittal Mr. Rajiv ChandraRastogi and Ms. Seethalakshmi Venkataraman.

During the year under review Mr. V.K. Pargal ceased to be a member of the AuditCommittee on 19 April 2019 pursuant to his resignation and Mr. Rajiv Chandra Rastogi hadbeen inducted as a member of the Committee w.e.f. 22 April 2019 pursuant to hisappointment. Accordingly the Audit Committee had been reconstituted. Further Ms.Seethalakshmi Venkataraman had been inducted as a member of the Audit Committee w.e.f. 30January 2020. Accordingly the Audit Committee has been reconstituted. Further thedetails on the Audit Committee and its terms of reference etc. have been furnished in theCorporate Governance Report forming part of this Report. During the year under review allrecommendations of the Audit Committee were accepted by the Board of Directors of theCompany unanimously.

Internal Complaints Committee for Prevention of Sexual Harassment

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013 as the Company doesn't haveadequate women employee the women employees of the Bharat Gears Limited a Company withinthe group have been nominated as members of the Internal Complaints Committee (ICC) of theCompany to deal with the complaints related to the sexual harassment where any grievancesof sexual harassment at workplace can be reported.

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

During the year ended 31 March 2020 no complaints pertaining to sexual harassment wasreceived by ICC.

Subsidiaries/Joint Ventures/Associate Companies

Your Company has a 100% wholly owned subsidiary Xlerate Driveline India Limited(XDIL).

Xlerate Driveline India Limited (XDIL) is engaged in the manufacturing of automotivecomponents having its Industrial Unit at Faridabad Haryana.

As on date the Company holds 14877038 (One Crore

Forty Eight Lakhs Seventy Seven Thousand Thirty Eight) Equity Shares of Rs. 10/-(Rupees Ten) each of XDIL amounting to Rs. 148770380/- (Rupees Fourteen

Crores Eighty Seven Lakhs Seventy Thousand Three Hundred Eighty Only) as an investmentdirectly/through its nominees which is equivalent to 100% paid up equity capital of XDIL.

Deposits

During the year under review the Company did not accept any deposits.

Investor Education and Protection Fund (IEPF)

In terms of the provisions of Section 124(5) of the Companies Act 2013 read with thelnvestor Education and Protection Fund (IEPF) Authority (Accounting Audit Transfer and

Refund) Rules 2016 and further amendments thereto the Unclaimed Final Dividendpertaining to the Financial Year 2011-12 amount aggregating to Rs. 134160.00 (Rupees OneLakh Thirty Four Thousand One Hundred

Sixty Only) and 3366 (Three Thousand Three Hundred

Sixty Six) Equity Shares had been transferred to the "Investor Education andProtection Fund" established by the Central Government. For detailed informationplease refer the Corporate Governance Report forming part of this report.

Disposal of Stake of the Company in Xlerate Driveline India Limited (XDIL) WhollyOwned Subsidiary

During the year under review with a view to pay off the debts to bring down thefinancial burden on the Company and procuring projects in the water sector and biddingacross international borders the Shareholders of the Company in their Annual GeneralMeeting held on 05 August 2019 considered and approved the disposal of 100% Stake of theCompany in Xlerate Driveline India Limited (XDIL) Wholly Owned Subsidiary to Bharat GearsLimited a Company within the Group for a total consideration of Rs. 94200000/-(Rupees Nine Crores Forty Two Lakhs Only) in one or more tranches. However with the hugedownturn in the Automotive Industry the Board of Directors of Bharat Gears Limited at itsmeeting held on 14 November 2019 decided to defer the proposal of acquisition of XDILfrom the Company due to adverse market conditions and further concentrating on costcutting measures to overcome the prolong subdued automotive market and further not movingahead with the acquisition. The aforesaid decision of the Board of Directors of BharatGears Limited had been communicated to the Company with an anticipation that they mayre-consider the said proposal in future as and when the market conditions gets improvedas it may deem fit in the best interest of Bharat Gears Limited.

Pursuant to the intimatation recieved from Bharat Gears Limited for drop of decisionfor the said acquisition the Board of Directors of the Company in its meeting held on 30June 2020 considered an approved the disposal of of 8214000 (55.21%) Equity Shares outof its 100% stake in XDIL to Mr. Sachit Kanwar Promoter and Joint Managing Director ofthe Company for a total consideration of Rs. 40002180/- (Rupees Four Crores TwoThousand One Hundred Eighty Only) in one or more tranches subject to the approval of theshareholders at the ensuing Annual General Meeting and such other approvals as may berequired.

Auditors

The Statutory Auditors M/s. B.R. Maheswari & Co. LLP Chartered Accountants (ICAIRegn No. 001035N) had been appointed as Statutory Auditors of the Company in the 52ndAnnual General Meeting held on 08 August 2017 for a period of 5 (Five) years in terms ofthe provisions of Section 139 of the Companies Act 2013 to hold office from the 52ndAGM to the 57th AGM in the calendar year 2022.

Report on Financial Statements

The report of M/s B.R. Maheswari & Co. LLP Chartered Accountants (ICAI Regn. No.001035N) the Statutory Auditors of the Company on the financial statements of the Companyfor the year ended 31 March 2020 is annexed to the financial statements in terms of theprovisions of Section 134(2) of the Companies Act 2013. The observations of the Auditorsin their report are self-explanatory and/or explained suitably in the Notes forming partof the Financial Statements. The report of the Statutory Auditors does not contain anyqualification reservation or adverse remark which needs any explanation or comment of theBoard.

Secretarial Audit

The Board has appointed M/s Etika Aggarwal & Associates Practicing CompanySecretaries Noida as Secretarial Auditor for the Financial Year 2019-20 in terms of theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Report of theCompany for the Financial Year ended 31 March 2020 in the prescribed Form MR-3 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas Annexure -"D" to this report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark which needs any explanation orcomment of the Board.

Internal Financial Controls and their Adequacy

The Company has a proper and adequate system of internal financial controls whichincludes the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Duringthe year such controls were tested and no material weakness in the design or operationswere observed.

Maintenance of Cost Records

During the year under review the Company had not been mandatorily required to maintainCost Records in terms of the provisions of Section 148 of the Companies Act

2013 read with the Companies (Cost Records and Audit) Rules 2014.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. TheReport on Corporate Governance as stipulated under Schedule V(C) of the Regulations formspart of this Report.

Compliance from M/s Etika The requisite certificate

Aggarwal & Associates Practicing Company Secretaries

Noida confirming compliance with the conditions of

Corporate Governance is attached to this Report.

Vigil Mechanism/Whistle Blower Mechanism

In terms of the provisions of Section 177 of the Companies Act 2013 and theRegulations the Company has established an effective mechanism called Vigil Mechanism(Whistle Blower Mechanism). The mechanism under the Policy has been appropriatelycommunicated within the organisation. The purpose of this policy is to provide a frameworkto promote responsible whistle blowing by employees or by any other person who avails suchmechanism. It protects employees or any other person who avails such mechanism wishing toraise a concern about serious irregularities unethical behavior actual or suspectedfraud within the Company by reporting the same to the Audit Committee.

Protected Disclosure can be made by the whistle blower in a closed and secured envelopeor sent through e-mail to the Compliance Officer.

During the year under review no compliant has been received and no employee was deniedaccess to the Audit Committee.

The functioning of the Whistle Blower Mechanism/Vigil Mechanism existing in the Companyis reviewed by the Audit Committee on Annual basis.

The policy on vigil mechanism is available on the website of the Company i.e.www.rauanqinternational.com under the link http://www.raunaqinternational.com/pdf/policy_on_vigil_mechanism.pdf.

Reconciliation of Share Capital Audit

In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations2018 the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing

Company Secretaries on quarterly basis. The Audit is aimed at reconciliation of totalshares held in CDSL NSDL and in physical form with the admitted issued and listedcapital of the Company.

The Reconciliation of Share Capital Audit Reports as submitted by the Auditor onquarterly basis were filed with the BSE Limited (BSE) through BSE Listing Centre wherethe original shares of the Company are listed.

Listing of Shares

The Equity shares of the Company are listed on the BSE Limited (BSE) Mumbai.

Disclosures under Section 134 of the Companies Act 2013

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments which can affect the financial position of the Company between the end offinancial year and the date of this report.

Impact of COVID-19 Pandemic

The Company has incurred losses during the current year amounting to Rs. 2910.59 lacsprimarily owing to the lower volumes due to continuing slowdown in the EPC industry ECLprovision and decrease in fair value of investments. The Company has a positive net worthof Rs. 1351.64 lacs and a net current asset position of Rs. 198.20 lacs. The Company'soperations have also been impacted by the unprecedented COVID-19 pandemic which resultedin an interruption in Erection & Supply activity due to nationwide lockdown.

The Company has made an assessment of the impact of the pandemic on its operations andthe carrying value of Plant & Machinery Inventory Receivables and other financialassets by relying on the internal and external sources of information and indicators ofeconomic forecasts. Based on such assessment the Company is confident of recovering thecarrying value of these assets as at 31 March 2020.

Management believes that it has taken into account all the possible impact of knownevents arising from COVID-19 pandemic in the preparation of the financial statements.

However the impact assessment of COVID-19 is a continuing process given theuncertainties associated with its nature and duration. The Company will continue tomonitor any material changes to future economic conditions.

Conservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014:

The Company organizes the workshops/lectures on regular basis for its employees topromote motivate and encourage them how to conserve the energy. The Company is in processto adopt the latest technologies for conservation of energy. The particulars with respectto foreign earnings and outgo during the year under review are as follows:

(Rs. in Lacs)

Particulars 2019-20 2018-19
Foreign Exchange Earned - -
Foreign Exchange Used 1.31 -

Statement containing salient features of Financial Statements of Xlerate DrivelineIndia Limited (XDIL) Subsidiary Company

A statement containing the salient features of Financial Statements of XlerateDriveline India Limited (XDIL) Wholly Owned Subsidiary Company in prescribed Form AOC-1in terms of the provisions of Section 129 of the Companies Act 2013 read with Rule 5 ofthe Companies (Accounts) Rules 2014 forms part of the Financial Statements.

Annual Return

In terms of the provisions of Section 134(3)(a) read with 92(3) of the Companies Act2013 and the relevant rules made thereunder a copy of the Annual return as prescribedunder Section 92 of the Companies Act 2013 as amended shall be made available on thewebsite of the Company www.raunaqinternational.com under the linkwww.raunaqinternational.com/pdf/rrpc-annual-return-2019-20.pdf.

Compliance of Secretarial Standards

During the period under review the Company has duly complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

Court/Tribunal Orders

There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

Acknowledgements

The Board of Directors gratefully acknowledge the continued co-operation trust andsupport of the shareholders and would like to place on record its appreciation for thededicated services rendered by the Employees at all levels. The Directors further expresstheir gratitude to the Bankers Customers and Sub-vendors and other associates forco-operation and confidence reposed by them in the Company.

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