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Raunaq EPC International Ltd.

BSE: 537840 Sector: Engineering
NSE: N.A. ISIN Code: INE523K01012
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OPEN 24.05
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VOLUME 3
52-Week high 31.15
52-Week low 18.90
P/E
Mkt Cap.(Rs cr) 8
Buy Price 24.50
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00

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 56th Annual Report of yourCompany together with the Audited Standalone and Consolidated Financial Statements and theAuditors’ Report thereon for the Year ended 31 March 2021.

FINANCIAL RESULTS

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

(^/Lakhs)

Consolidated
Particulars Year ended 31 March 2021 Year ended 31 March 2020
Revenue from Operations and Other Income 1509.69 6553.89
Profit before Finance Cost and Depreciation 218.52 (1281.73)
Finance Cost 149.21 423.54
Depreciation 74.67 181.22
Profit Before Tax (5.36) (1886.49)
Add: Share of Profit/(Loss) of Associate 34.89 -
Less: Tax Expense 24.36 291.17
Profit for the Year 5.17 (2177.66)
Other Comprehensive Income
Items that will not be reclassified to Profit and Loss (net of tax) (2.56) 11.29
Total Comprehensive Income for the year 2.61 (2166.37)

The highlights of financial results of your Company on Standalone basis are asfollows:

(^/Lakhs)

Standalone
Particulars Year ended 31 March 2021 Year ended 31 March 2020
Revenue from Operations and other income 1509.69 2222.00
Profit before Finance Cost and Depreciation 218.52 (2256.94)
Finance Cost 149.21 291.70
Depreciation 74.67 83.64
Profit Before Tax (5.36) (2632.28)
Less: Tax Expense 24.36 289.50
Profit for the Year (29.72) (2921.78)
Other Comprehensive Income
Items that will not be reclassified to Profit and Loss (net of tax) (2.56) 11.19
Total Comprehensive Income for the year (32.28) (2910.59)
Surplus in Statement of Profit and Loss
Opening balance (671.05) 2239.54
Add: Profit for the year (32.28) (2910.59)
Less:
Proposed Dividend-Equity - -
Tax on distributed profits - -
Transferred to General Reserve - -
Closing Balance (703.33) (671.05)

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 2021.

Business Operations

During the year under review there is a downturn in the total revenue of the Companyfrom R 2222.00 Lakhs in FY 2019-20 to R 1509.69 Lakhs in FY 2020-21. TheCompany has been struggling to bag new orders due to the continuous adverse marketconditions in the power sector especially thermal power and the Company’s inabilityto arrange for Bank Guarantees due to strict Banking Norms for EPC Industry.

Consolidated Results are not comparable as the Company has diluted its stake in XlerateDriveline India Limited (XDIL) Subsidiary Company from 100% to 24.91% so only the profitfigure is consolidated to the extent of the Investment.

The Company has not been able to bag any order during the year.

In terms of the execution some of the major projects that the Company successfullyworked on during FY 2020-21 include:

Fabrication and erection of Large Dia CW piping system at NUPPL Ghatampur 3x660 MW forGE Power Systems has been delayed due to pandemic.

Fabrication and erection of Large Dia CW piping system at 1x660 MW Harduaganj extension- II project for Toshiba has been commissioned.

PG testing underway for the additional ash water re-circulation project at NTPCRamagundam 2600 MW.

Future Outlook

Even with a limited scope in the existing market the Company is trying to quote withcautious aggression. The Company shall be tracking this important field and shall try toenter the same with the help of some JV partner so as to achieve a healthy outlook.

Quality and timely execution of projects shall remain our prime focus areas to enhanceour brand image. The Company intends to select clients and projects cautiously to reduceexposure to laggard projects that can be a drag on its balance sheet.

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 and its associate as a single economic entity.

Indian Accounting Standards ("Ind AS")

The financial statements for the year ended 31 March 2021 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 inmarkets business outlook risk and concerns forms part of the Management Discussion andAnalysis a 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 2021 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 Particulars of material contracts or arrangements of the Company with relatedparties during the period under review referred to in Section 188(1) of the Companies Act2013 in the prescribed Form AOC-2 of the Companies (Accounts) Rules 2014 are enclosed as Annexure"A" to this Report.

All the related party transactions which are placed before the Audit Committee and theBoard for its approval are at arm’s length basis. During the Financial Year underreview the Audit Committee has approved the related party transactions which are inordinary course of business and at arm’s length basis through the omnibus mode inaccordance with the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Related party transactionswere disclosed to the Board on regular basis as per Ind AS-24. Details of related partytransactions as per Ind AS-24 may be referred to in the Notes forming part of theFinancial Statements.

The policy on Related Party Transactions as approved by the Board in terms ofprovisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is available on the official 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 provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 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 31 August 2020 approved:

Appointment of Mr. Sameer Kanwar as a Non-Executive Director of the Company liable toretire by rotation in terms of the provisions of Section 152 of the Companies Act 2013;

Appointment of Mr. Naresh Kumar Verma as a Non- Executive Director of the Companyliable to retire by rotation in terms of the provisions of Section 152 of the CompaniesAct 2013;

Re-appointment of Dr. Sanjeev Kumar as a Non-Executive Independent Director on theBoard of the Company for a further period of 5 (Five) years upto the conclusion of the 60thAnnual General Meeting (AGM) of the Company in the Calendar Year 2025 in terms of theprovisions of Section 149 of the Companies Act 2013;

Re-appointment of Ms. Seethalakshmi Venkataraman as a Non-Executive IndependentDirector on the Board of the Company for a further period of 5 (Five) years upto theconclusion of the 60th Annual General Meeting (AGM) of the Company in theCalendar Year 2025 in terms of the provisions of Section 149 of the Companies Act 2013;

in terms of the applicable provisions of the Companies Act 2013 and the Regulationsin read with Regulation 17 of the Regulations as amended the age of Ms. SeethalakshmiVenkataraman being more than seventy five years at the commencement of her proposedtenure.

During the period under review Mr. Sachit Kanwar resigned from the post of JointManaging Director of the Company with effect from 28 September 2020. Further Mr. SachitKanwar has been appointed as Executive Director - Operations of the Company for a periodof 5 (Five) years with effect from 01 October 2020 on a token remuneration of Rupee Oneper month subject to the approval of the members in the ensuing Annual General Meeting.

Therefore in terms of the provisions of Section 196 read with Schedule V and otherapplicable provisions of the Companies Act 2013 the approval of the members is beingsought in the ensuing Annual General Meeting for the appointment of Mr. Sachit Kanwar asExecutive Director - Operations of the Company for a period of 5 (Five) years with effectfrom 01 October 2020 on a token remuneration of Rupee One per month.

In terms of the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association (AOA) of the Company Mr. Sameer Kanwar Non-Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and has offered himselffor re-appointment.

Therefore in terms of the provisions of Section 152 of the Companies Act 2013 it hasbeen proposed to re-appoint Mr. Sameer Kanwar as a Non-Executive Director liable to retireby rotation at the ensuing Annual General Meeting (AGM) of the Company.

During the period under review Mr. Pradeep Kumar Mittal ceased to be a Director of theCompany with effect from 02 May 2021 due to his demise. The Board expresses its deepappreciation and gratitude towards the contribution of Mr. Pradeep Kumar Mittal towardssmooth working of the Company during his tenure.

Board’s Opinion Regarding Integrity Expertise and Experience (Including theproficiency) of the Independent Directors appointed/re-appointed during the year

The Board is of the opinion that the Independent Directors appointed/re-appointedduring the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors asrequired in the context of Company’s business(es) and sector(s) for Company tofunction effectively.

Number of Meetings of the Board

During the financial year 2020-21 5 (Five) Board Meetings were held on the followingdates. The gap between any two meetings was not more than one hundred twenty days asmandated under the provisions of Section 173 of the Companies Act 2013 and Regulation17(2) of the Regulations:-

30 June 2020;

14 August 2020;

28 September 2020;

06 November 2020; and

08 February 2021

However the gap between the Board Meeting held on 30 June 2020 was more than 120 (onehundred and twenty) days from the Board Meeting held on 30 January 2020 in the FinancialYear 2019-20 pursuant to the relaxations provided by the Securities and Exchange Board ofIndia for Board/Audit Committee Meetings held/ proposed to be held between the period 01December 2019 and 31 July 2020 vide its circular Ref No. SEBI/ HO/CFD/CMD1/CIR/P/2020/38dated 19 March 2020 and Ref No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated 26 June 2020 andthe relaxations provided by the Ministry of Corporate Affairs for Board CommitteeMeetings held/ proposed to be held till 30 September 2020 vide its General Circular No.11/2020 dated 24 March 2020 respectively during the outbreak of Covid-19 pandemic in theCountry.

Independent Directors

In terms of the provisions of Section 149(7) of the Companies Act 2013 read withRegulation 25(8) of the Regulations all the Independent Directors of the Company havefurnished a declaration to the Company at the meeting of the Board of Directors held on 22ndJune 2021 stating that they fulfill the criteria of Independent Director as prescribedunder Section 149(6) of the Companies Act 2013 read with Regulation 16(1)(b) of theRegulations and are not being disqualified to act as an Independent Director. Furtherthey have declared that they are not aware of any circumstance or situation which existor may be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence.

In the opinion of the Board all the Independent Directors fulfill 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 had 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. During theFinancial Year 2020-21 however the Company was not required to comply with the provisionsof Regulation 25 of the Regulations the familiarization programme for the Directors hasbeen conducted voluntarily. The details of familiarization programme during the FinancialYear 2020-21 are available on the official website of the Company i.e.www.raunaqinternational.com under the link https://www.raunaqinternational.com/pdf/details-of-familiarization-programme-for-independent-directors-2020-21.pdf

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

In terms of the provisions of Section 178 of the Companies Act 2013 read withRegulation 19 of the Regulations Nomination and Remuneration Committee (‘NRC’)has formulated a policy relating to appointment and determination of the remuneration forthe Directors Key Managerial Personnel and Senior Management Personnel which has beenadopted by the Board of Directors of the Company. The NRC has also developed the criteriafor determining the qualifications positive attributes and independence of Directors andfor making payments to the Executive and Non-Executive Directors of the Company.

Your Directors affirm that the remuneration paid to the Directors Key ManagerialPersonnel Senior Management and other employees is as per the Nomination and RemunerationPolicy of your Company.

The salient features of the Nomination and Remuneration Policy are as 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 official website of the Company i.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 of Directors at its meeting held on 08February 2021 have carried out the evaluation of the performance of Independent Directorsand their independence criteria and the Independent Directors in their meeting held oneven date have evaluated the performance of the Chairman and Non-Independent Directors andthe Board as a whole and also assessed the quality quantity and timeliness of flow ofinformation 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 Executive Director - Operations
3. Mr. Rajan Malhotra Chief Executive Officer
4. Mr. Kailash Chandra Yadav Chief Financial Officer
5. Ms. Rashmi Aswal Company Secretary

During the period under review Mr. Sachit Kanwar has resigned from the post of JointManaging Director of the Company with effect from 28 September 2020. Further Mr. SachitKanwar has been appointed as Executive Director - Operations of the Company with effectfrom 01 October 2020.

Further Mr. Himanshu Goyal has resigned from the post of Senior Officer - F & Aand (CFO) of the Company with effect from 28 September 2020 and Mr. Kailash Chandra Yadavhas been appointed as the Chief Financial Officer (CFO) of the Company with effect from 06November 2020.

Ms. Vartika Malhotra has resigned from the post of Company Secretary and ComplianceOfficer of the Company with effect from 03 July 2020 and Ms. Rashmi Aswal has beenappointed as Company Secretary and Compliance Officer of the Company with effect from 01December 2020.

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-"B" 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-"C" to this Report.

Risk Management

A robust and integrated enterprise risk management framework is in existence underwhich the common prevailing risks in the Company are identified the risks so identifiedare reviewed on periodic basis by the Audit Committee and the management’s actions tomitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework asapproved by the Board has been adopted by the Company.

Corporate Social Responsibility

In terms of the provisions of 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 official website of the Company i.e.www.raunaqinternational.com.

The CSR Committee comprises of Mr. Surinder Paul Kanwar Mr. Sachit Kanwar and Mr.Rajiv Chandra Rastogi.

During the period under review Mr. Pradeep Kumar Mittal ceased to be a member of theCSR Committee on 02 May 2021 due to his demise and Mr. Rajiv Chandra Rastogi had beeninducted as a member of the Committee with effect from 17 May 2021. Accordingly the CSRCommittee has been reconstituted.

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. As per the provisions ofSection 135 of the Companies Act 2013 the Company was not required to spend any amounton CSR activities during the Financial Year 2020-21 in terms of loss incurred during theFinancial Year 2019-20.

Audit Committee

The Audit Committee comprises of Dr. Sanjeev Kumar Mr. Rajiv Chandra Rastogi and Ms.Seethalakshmi Venkataraman.

During the period under review Mr. Pradeep Kumar Mittal ceased to be a member of theAudit Committee on 02 May 2021 due to his demise. Accordingly the Audit Committee hasbeen reconstituted. During the year under review all recommendations of the AuditCommittee were accepted by the Board of Directors of the Company 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’thave adequate women employee the women employees of the Bharat Gears Limited a Companywithin the group have been nominated as members of the Internal Complaints Committee (ICC)of the Company to deal with the complaints related to the sexual harassment where anygrievances of 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 2021 no complaints pertaining to sexual harassment wasreceived by ICC.

Subsidiaries/JointVentures/AssociateCompanies

As on 31 March 2020 your Company had a 100% wholly owned subsidiary XlerateDriveline India Limited (XDIL) and the Company held 14877038 (One Crore Forty EightLakhs Seventy Seven Thousand Thirty Eight) Equity Shares of ^ 10/- (Rupees Ten)each of XDIL amounting to

^ 148770380/- (Rupees Fourteen Crores Eighty Seven Lakhs Seventy Thousand ThreeHundred Eighty Only) as an investment directly/through its nominees equivalent to 100%paid up equity capital of XDIL. Xlerate Driveline India Limited (XDIL) is engaged in themanufacturing of automotive components having its Industrial Unit at Faridabad Haryana.

During the year under review in order to bring down the debts of the Company and forprocuring projects in water sector the Company has disposed off a substantial portion ofaforesaid investment of the Company in XDIL to Mr. Sachit Kanwar Executive Director -Operations (earlier Joint Managing Director) of the Company equivalent to 11170879 (OneCrore Eleven Lakhs Seventy Thousand Eight Hundred Seventy Nine) Equity Shares of A 10/-(Rupees Ten) each of XDIL at a price of A 4.87 (Rupees Four and Paisa Eighty SevenOnly) per Equity Share total consideration being A 54402180/- (Rupees FiveCrores Forty Four Lakhs Two Thousand One Hundred Eighty Only) in two tranches equivalentto 75.09% paid up equity capital of XDIL based on the valuation carried upon by an IBBIRegistered Valuer. Therefore XDIL ceased to be the subsidiary of the Company.

Subsequently the Company now holds 3706159 (Thirty Seven Lakhs Six Thousand OneHundred Fifty Nine) Equity Shares of ^ 10/- (Rupees Ten) each of XDIL amounting to ^37061590/- (Rupees Three Crores Seventy Lakhs Sixty One Thousand Five Hundred NinetyOnly) as an investment directly/through its nominees equivalent to 24.91% paid up equitycapital of XDIL. Therefore XDIL continues to remain an associate of the Company as ondate.

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 andRefund) Rules 2016 and further amendments thereto the Unclaimed Final Dividendpertaining to the Financial Year 2012-13 amount aggregating to ^ 169117/- (RupeesOne Lakh Sixty Nine Thousand One Hundred Seventeen Only) and 77874 (Seventy SevenThousand Eight Hundred Seventy Four) Equity Shares had been transferred to the"Investor Education and Protection Fund" established by the Central Government.For further information please refer the Notice calling the ensuing Annual GeneralMeeting.

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 2021 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 Delhi as Secretarial Auditor for the Financial Year 2020-21 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 2021 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 assetsthe prevention 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 readwith the Companies (Cost Records and Audit) Rules 2014.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Theprovisions of Regulation 15(2) of the Regulations w.r.t. Corporate Governance requirementsare not applicable to the Company for the Financial Year 2020-21 as the paid up equityshare capital and net worth of the Company as on 31 March 2020 stood at A 334.32Lakhs and A 1351.64 Lakhs respectively which are below the prescribed thresholdlimits for applicability of the aforesaid Regulation. Since the aforesaid provisions ofthe Regulations are not applicable on the Company for the Financial Year 2020-21 thereport on Corporate Governance as stipulated under Schedule V(C) has not been annexed tothis 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 complaint 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 official 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 PracticingCompany 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.

Effects and Uncertainties relating to the Global Health Pandemic Covid-19

The Company has incurred losses during the current year amounting to A 32.28Lakhs primarily owing to the lower volumes due to continuing slowdown in the EPCindustry ECL provision and decrease in fair value of investments. The Company has apositive net worth of A 1319.37 Lakhs and a net current asset position of A 166.71Lakhs. The Company’s operations have also been impacted by the unprecedented COVID-19pandemic whch resulted in an interruption in Erection & Supply activity due tonationwide 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 2021.

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 the uncertaintiesassociated with its nature and duration. The Company will continue to monitor any materialchanges 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 Companyorganizes the workshops/lectures on regular basis for its employees to promote motivateand encourage them how to conserve the energy. The Company is in process to adopt thelatest technologies for conservation of energy.

The particulars with respect to foreign exchange earnings and outgo during the yearunder review are as follows:

(A/Lakhs)

Particulars 2020-21 2019-20
Foreign Exchange Earned - -
Foreign Exchange Used - 1.31

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

A statement containing the salient features of Financial Statements of XlerateDriveline India Limited (XDIL) Associate Company in prescribed Form AOC-1 in terms of theprovisions of Section 129 of the Companies Act 2013 read with Rule 5 of the 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 CompaniesAct 2013 and the relevant rules made thereunder a copy of the Annual return asprescribed under Section 92 of the Companies Act 2013 as amended shall be made availableon the official website of the Company www.raunaqinternational.com under the link:https://www.bharatgears.com/documents/ annual-return-for-2020-21.pdf Compliance ofSecretarial 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/TribunalOrders

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.

Details of Application/Proceeding pending under the Insolvency and Bankruptcy Code2016

Neither any application has been made nor any proceeding is pending against the Companyunder the Insolvency and Bankruptcy Code 2016 during the year under review. Instancesof Difference in Valuation

There is no such instance where there is difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from theBanks or Financial Institutions.

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.

For and on behalf of the Board of Directors
Surinder Paul Kanwar
Chairman and Managing Director
Dated: 22 June 2021 DIN: 00033524

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