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You can view full text of the latest Director's Report for the company.

BSE: 537840ISIN: INE523K01012INDUSTRY: Engineering - General

BSE   ` 71.21   Open: 75.00   Today's Range 71.16
76.40
-2.05 ( -2.88 %) Prev Close: 73.26 52 Week Range 42.50
89.10
Year End :2024-03 

Your Directors have pleasure in presenting the 59th Annual Report of your Company together with the Audited Financial
Statements and the Auditors' Report thereon for the Year ended 31 March, 2024.

FINANCIAL RESULTS

The highlights of Financial Results of your Company are as follows:

C/Lakhs)

Financial Results

Particulars

Year ended
31 March, 2024

Year ended
31 March, 2023

Revenue from Operations and other income

465.11

778.96

Profit before Finance Cost and Depreciation

(101.73)

(224.01)

Finance Cost

7.48

33.38

Depreciation

13.52

25.15

Profit Before Tax

(122.73)

(282.54)

Less: Tax Expense

(15.84)

(44.54)

Profit for the Year

(106.89)

(238.00)

Other Comprehensive Income

Items that will not be reclassified to Profit and Loss (net of tax)

2.61

7.61

Total Comprehensive Income for the year

(104.28)

(230.39)

('/Lakhs)

Surplus in Statement of Profit and Loss

Year ended
31 March, 2024

Year ended
31 March, 2023

Opening balance

(1266.06)

(1035.67)

Add: Profit for the year

(104.28)

(230.39)

Less:

Proposed Dividend-Equity

-

-

Tax on distributed profits

-

-

Transferred to General Reserve

-

-

Closing Balance

(1370.34)

(1266.06)

Dividend

In view of loss for the year, your directors have not recommended any dividend on equity shares of the Company for
the year ended 31 March, 2024.

Business Operations

During the year under review, there is a downturn in the total revenue of the Company from ' 778.96 Lakhs in FY
2022-23 to ' 465.11 Lakhs in FY 2023-24. During the Financial Year 2023-24, despite the Company's difficulty to arrange for
Bank Guarantees due to strict Banking Norms for EPC Industry, the Company has quoted for few tenders and out of them,
the Company has successfully secured a work order for “2x800 MW (Phase-II) Mahan Ultra Supercritical Thermal Power
Project, Village: Bandhaura, District: Singrauli, Madhya Pradesh” amounting ' 14.98 Crores.

Due to unavailability of banking facilities, the Company was unable to bid for more new jobs during the year. Further,
the Company has continued its trading and machining activities alongside EPC projects during the year to sustain a
level of revenues and profitability of the Company.

Future Outlook

Going forward, Raunaq International intends to tactfully
approach new EPC tenders while leveraging its
extensive experience in the field. The Company also
seeks to explore opportunities within the trading and
machining sectors, particularly in the auto component
industry. Our commitment lies in timely project
execution, fueled by top-notch engineering capabilities.
We are equally dedicated to advancing our trading and
machining activities alongside our EPC projects, all
within the confines of our available banking facilities.

Change of Name of the Company

With an initiative towards the vision of diversification of
the Company's operations into additional areas along with
EPC business, alongside an objective to depict the name
and activities of the Company in accordance with the
diversified business activities of the Company, the name
of the Company has been changed from “Raunaq EPC
International Limited” to “Raunaq International Limited”
with effect from 10 January, 2024 thereby deleting the
term “EPC” (Engineering, Procurement and Construction)
from the old name of the Company, pursuant to the
requisite approval of the Board of Directors and members
of the Company and further approval of the Ministry of
Corporate Affairs (MCA).

Indian Accounting Standards (“Ind AS”)

The financial statements for the year ended 31 March,
2024 have been prepared in accordance with the Indian
Accounting Standards (“Ind AS”) as required under the
provisions of Section 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 markets, business outlook, risk and
concerns forms part of the Management Discussion and
Analysis, 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 had been followed
along with proper explanation relating to material
departures;

(b) the directors had 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 as at 31 March, 2024 and of the Profit and
Loss of the Company for the period ended on that
date;

(c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

(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 the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) the directors had devised proper systems to ensure
compliance with the provisions of 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 period under review referred
to in Section 188(1) of the Companies Act, 2013 were in
ordinary course of business and on arm's length basis.
During the year, the Company had not entered into any
contract/arrangement/transaction with related parties
which could be considered material in accordance with
the related party transaction policy of the Company.
Thus, there are no transactions which are required to be
reported in the prescribed Form AOC-2 of the Companies
(Accounts) Rules, 2014.

Further, during the Financial Year 2023-24, there were no
materially significant related party transactions entered
into by your Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons,
which might have potential conflict with the interest of the
Company at large.

As all the related party transactions are at arm's length
price and in the ordinary course of business, the same are
placed before the Audit Committee for its approval. There
was no related party transaction which requires approval
of the Board. During the Financial Year under review,
the Audit Committee has approved the related party
transactions through the omnibus mode in accordance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Related party transactions were
disclosed to the Board on regular basis as per Ind AS-24.
Details of related party transactions as per Ind AS-24 may
be referred to in the Notes forming part of the Financial
Statements.

The policy on Related Party Transactions as approved by
the Board in terms of provisions 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 policv.pdf
.

Particulars of Loans, Guarantees or Investment

Details of Loans or guarantee given or security provided in
terms of the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 have been adequately
disclosed in the financial statements.

Directors

During the period under review, the members of the
Company, at their Annual General Meeting held on
19 September, 2023 approved the:

• Re-appointment of Mr. Naresh Kumar Verma as a
Non-Executive Director of the Company liable to
retire by rotation in terms of the provisions of Section
152 of the Companies Act, 2013 upto the conclusion
of the 59th AGM of the Company in the Calendar year
2024.

In terms of the provisions of Section 149 of the Companies
Act, 2013, Mr. Rajiv Chandra Rastogi had been appointed
as a Non-Executive Independent Director on the Board
of the Company at the Annual General Meeting (AGM)
of the Company held on 05 August, 2019 for a period of
5 (Five) years upto the conclusion of the 59th AGM of the
Company in the Calendar year 2024.

Therefore, in terms of the provisions of Section 149 of the
Companies Act, 2013, it has been proposed to re-appoint
Mr. Rajiv Chandra Rastogi as a Non-Executive
Independent Director at the ensuing Annual General
Meeting (AGM) of the Company for a period of 5
(Five) years upto the conclusion of the 64th AGM of the
Company in the Calendar year 2029 by way of special
resolution pursuant to the applicable provisions of the
Companies Act, 2013 and the Regulations, in read with
Regulation 17 of the Regulations as amended, as the
age of Mr. Rajiv Chandra Rastogi will be more than
seventy five years during his proposed tenure.

A notice has been received from a member under Section
160 of the Companies Act, 2013 signifying their intention
to propose Mr. Rajiv Chandra Rastogi as candidate for
the office of Non-Executive Independent Director of the
Company.

Further, in terms of the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
(AOA) of the Company, Mr. Naresh Kumar Verma,
Non-Executive Director of the Company retires by
rotation at the ensuing Annual General Meeting and
has offered himself for re-appointment.

Therefore, in terms of the provisions of Section 152 of
the Companies Act, 2013, it has been proposed to re¬
appoint Mr. Naresh Kumar Verma as a Non-Executive
Director liable to retire by rotation at the ensuing Annual
General Meeting (AGM) of the Company.

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

The Board is of the opinion that the Independent Directors
appointed/re-appointed during 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 as required in the context of
Company's business(es) and sector(s) for Company to
function effectively.

Number of Meetings of the Board

During the Financial Year 2023-24, 4 (Four) Board
Meetings were held on the following dates. The gap
between any two meetings was not more than one
hundred twenty days as mandated under the provisions of
Section 173 of the Companies Act, 2013 and Regulation
17(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:-

• 29 May, 2023;

• 14 August, 2023;

• 01 November, 2023; and

• 09 February, 2024

Independent Directors

In terms of the provisions of Section 149(7) of the
Companies Act, 2013 read with Regulation 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, all the Independent Directors of the
Company have furnished a declaration to the Company
at the meeting of the Board of Directors held on 30 May,
2024 stating that they fulfill the criteria of Independent
Director as prescribed under Section 149(6) of the
Companies Act, 2013 read with Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and are not being disqualified to act as
an Independent Director. Further, they have declared that
they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an
objective independent judgment and without any external
influence.

In the opinion of the Board, all the Independent Directors
fulfill the conditions specified in the Companies Act, 2013
read with the Rules made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and are independent of the management.

In terms of Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company had adopted a familiarization programme for the
Independent Directors to familiarize them with working of
the Company, nature of the industry in which the Company

operates, business model of the Company, their roles,
rights, responsibilities, and other relevant details. During
the Financial Year 2023-24, however the Company was not
required to comply with the provisions of Regulation 25 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the familiarization programme for the
Directors has been conducted voluntarily. The details of
familiarization programme during the Financial Year 2023¬
24 are available on the official website of the Company
www.raunaqinternational.com under the link: https://www.
raunaqinternational.com/pdf/details-of-familiarization-
programme-for-independent-directors-FY-23-24.pdf

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

In terms of the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, Nomination and Remuneration Committee (‘NRC')
has formulated a policy relating to appointment and
determination of the remuneration for the Directors, Key
Managerial Personnel and Senior Management Personnel
which has been adopted by the Board of Directors of the
Company. The NRC has also developed the criteria for
determining the qualifications, positive attributes and
independence of Directors and for making payments to the
Executive and Non-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 per the Nomination and
Remuneration Policy of your Company.

The salient features of the Nomination and Remuneration
Policy are as under:

• Formulation of the criteria for determining qualifications,
positive attributes and independence of a Director.

> For every appointment of an Independent Director,
the Nomination and Remuneration Committee
evaluates the balance of skills, knowledge and
experience on the Board and on the basis of
such evaluation, prepare a description of the
role and capabilities required of an Independent
Director. The person recommended to the Board
for appointment as an Independent Director shall
have the capabilities identified in such description.
For the purpose of identifying suitable candidates,
the Committee may:

a. use the services of an external agencies, if
required;

b. consider candidates from a wide range of
backgrounds, having due regard to diversity;
and

c. consider the time commitments of the
candidates.

• Identification of persons who are qualified to become
Director and persons who may be appointed in Key
Managerial and Senior Management positions in
accordance with the criteria laid down in the Nomination
and Remuneration policy.

• Recommendation to the Board for appointment and
removal of Director, KMP and Senior Management
Personnel.

• Formulation of the criteria for evaluation of performance of
Independent Directors and the Board of Directors.

• 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 Independent Director, on
the basis of the report of performance evaluation of
Independent Directors.

• Recommendation to the Board, all remuneration, in
whatever form, payable to senior management.

The said policy is available on the official website of the
Company
i.e.www.raunaqinternational.com under the link:
http://www.raunaqinternational.com/pdf/nomination-
and-remuneration-policv.pdf

Evaluation Process

The Nomination and Remuneration Committee has
established a framework for the evaluation process of
performance of the Board, its Committees and Individual
Directors and the same was adopted by the Board.

During the year under review, the Board of Directors at its
meeting held on 09 February, 2024 have carried out the
evaluation of the performance of Independent Directors
and their independence criteria and the Independent
Directors in their meeting held on even date have evaluated
the performance of the Chairman and Non-Independent
Directors and the Board as a whole and also assessed
the quality, 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 Managerial Personnel (KMP)
of the Company by the Board of Directors in terms of
the provisions of Section 203 of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:

1. Mr. Surinder Paul Chairman and Managing

Kanwar Director

2 Ms Neha Patwal Company Secretary and

(CFO)

During the period under review, Mr. Rajan Malhotra ceased
to be Chief Executive Officer (CEO) of the Company with
effect from 31 May, 2023 due to his retirement. Further,
Mr. Kailash Chandra Yadav ceased to be Chief Financial
Officer (CFO) of the Company with effect from 27 June,
2023 due to his demise.

Pursuant to the cessation of Mr. Kailash Chandra Yadav
as Chief Financial Officer (CFO) of the Company with
effect from 27 June, 2023, Ms. Neha Patwal, Company
Secretary of the Company has been designated as
Chief Financial Officer (CFO) of the Company with
effect from 14 August, 2023.

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

Disclosures pertaining to remuneration as required
under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
enclosed as Annexure-“A” to this report.

Particulars of Employees

Information regarding employees in accordance with the
provisions of Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 containing particulars of top
ten employees in terms of the remuneration drawn and
employees drawing remuneration in excess of the limits
set out in Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, are provided as part of the Board'
Report. However, in terms of provisions of Section
136 of the Companies Act, 2013, the Annual Report
is being sent to all the members of the Company and
others entitled thereto, excluding the said statement.
Any member interested in obtaining such particulars
may write at
secretarial@raunaqintl.com. The said
information is also available for inspection at the
Registered Office of the Company during working hours
till the date of Annual General Meeting.

Risk Management

A robust and integrated enterprise risk management
frame work is in existence under which the common
prevailing risks in the Company are identified, the risks
so identified are reviewed on periodic basis by the Audit
Committee and the management's actions to mitigate
the risk exposure in a timely manner are assessed.

A risk management policy under the above said
enterprise risk management framework as approved 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 Corporate Social Responsibility Committee
(“CSR Committee”) is in existence to monitor the Corporate
Social Responsibility Policy of the Company as approved
by the Board and the said policy is available on official
website of the Company i.e.
www.raunaqinternational.com.

The CSR Committee comprises of Mr. Surinder Paul
Kanwar, Mr. Rajiv Chandra Rastogi and Dr. Sanjeev
Kumar.

The role of the Corporate Social Responsibility
Committee includes:

(a) Formulation and recommendation to the Board, a
Corporate Social Responsibility (CSR Policy) and
annual action plan in pursuance of CSR Policy
consisting of list of approved projects or programs
to be undertaken within the purview of Schedule VII
of the Companies Act, 2013, manner of execution
of such projects, modalities of fund utilization
and implementation schedules, monitoring and

reporting mechanism for the projects, and details
of need and impact assessment, if any, for the
projects to be undertaken.

(b) Monitoring the Corporate Social Responsibility
Policy and annual action plan of the Company from
time to time.

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

(d) Instituting a transparent monitoring mechanism for
implementation of the CSR projects or programs or
ctivities undertaken by the Company.

As per the provisions of Section 135 of the Companies
Act, 2013, the Company was not required to spend
any amount on CSR activities during the Financial
Year 2023-24 in terms of loss incurred during the
Financial Year 2022-23.

Audit Committee

The Audit Committee comprises of Dr. Sanjeev Kumar,
Mr. Rajiv Chandra Rastogi, Ms. Preeti Goel and Mr.
Naresh Kumar Verma.

During the year under review, all recommendations
of the Audit Committee 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 (Prevention, Prohibition and
Redressal) Act, 2013 read with Rule 14 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Rules, 2013, as the Company
doesn't have adequate women employee, the women
employees of the Bharat Gears Limited, a Company
within 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 any grievances of sexual harassment at workplace
can be reported.

Your Company has always believed in providing a safe
and harassment free workplace for every individual
working in the Company through various interventions
and practices. The Company always endeavors to
create and provide an environment that is free from
discrimination and harassment including sexual
harassment.

During the year ended 31 March, 2024, no complaint
pertaining to sexual harassment was received by ICC.

Subsidiaries/Joint Ventures/Associate Companies

During the year under review, no Company has become
or ceased to be subsidiary, joint venture or associate of
the Company.

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 the lnvestor Education
and Protection Fund (IEPF) Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 and further
amendments thereto, the Unclaimed Final Dividend
pertaining to the Financial Year 2015-16 amount
aggregating to Rs. 2,36,839.20 (Rupees Two Lakhs
Thirty Six Thousand Eight Hundred Thirty Nine and
Paise Twenty Only) and 2,903 (Two Thousand Nine
Hundred Three) 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 General Meeting.

Auditors

The Statutory Auditors, M/s B.R. Maheswari & Co.
LLP, Chartered Accountants (ICAI Registration No.
001035N/N500050) had been re-appointed as the
Statutory Auditors of the Company in the 57th Annual
General Meeting held on 19 September, 2022 for a
period of 5 (Five) years in terms of the provisions
of Section 139 of the Companies Act, 2013 to hold
office from the 57th AGM till 62nd AGM in the calendar
year 2027.

Report on Financial Statements

The report of M/s B.R. Maheswari & Co. LLP,
Chartered Accountants (ICAI Registration No. 001035N/
N500050), the Statutory Auditors of the Company on the
financial statements of the Company for the year ended
31 March, 2024 is annexed to the financial statements
in terms of the provisions of Section 134(2) of the
Companies Act, 2013. The observations of the Auditors
in their report are self-explanatory and/or explained
suitably in the Notes forming part of the Financial
Statements. The report of the Statutory Auditors does
not contain any qualification, reservation or adverse
remark which needs any explanation or comment of the
Board.

Secretarial Audit

The Board has appointed M/s Etika Aggarwal &
Associates, Practicing Company Secretaries, Delhi as
Secretarial Auditor for the Financial Year 2023-24 in
terms of the provisions of Section 204 of the Companies
Act, 2013. The Secretarial Audit Report of the Company
for the Financial Year ended 31 March, 2024 in the
prescribed Form MR-3 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is enclosed as Annexure -“B” to this report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark which
needs any explanation or comment of the Board.

Internal Financial Controls and their Adequacy

The Company has a proper and adequate system of
internal financial controls which includes the policies
and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to
Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting

records and the timely preparation of reliable financial
information. During the year, such controls were tested
and no material weakness in the design or operations
were observed.

Maintenance of Cost Records

During the year under review, the Company had not
been mandatorily required to maintain Cost 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. The provisions
of Regulation 15(2) of the Regulations w.r.t. Corporate
Governance requirements are not applicable to the
Company for the Financial Year 2023-24 as the paid
up equity share capital and net worth of the Company
as on 31 March, 2023 stood at ' 334.32 Lakhs and
' 756.63 Lakhs respectively, which are below the
prescribed threshold limits for applicability of the
aforesaid Regulation.

Since the aforesaid provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 are not applicable on the Company for the Financial
Year 2023-24, the report on Corporate Governance as
stipulated under Schedule V(C) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 has not been annexed to this Report.

Vigil Mechanism/Whistle Blower Mechanism

In terms of the provisions of Section 177 of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has established an effective mechanism
called Vigil Mechanism (Whistle Blower Mechanism).
The mechanism under the Policy has been appropriately
communicated with in the organisation. The purpose
of this policy is to provide a framework to promote
responsible whistle blowing by employees or by any
other person who avails such mechanism. It protects
employees or any other person who avails such
mechanism wishing to raise a concern about serious
irregularities, unethical behavior, actual or suspected
fraud with in the Company by reporting the same to the
Audit Committee.

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

During the year under review, no complaint has been
received and no employee was denied access to the
Audit Committee.

The functioning of the Whistle Blower Mechanism/Vigil
Mechanism existing in the Company is 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.raunaqinternational.com under the link: http://
www.raunaqinternational.com/pdf/policv on vigil
mechanism.pdf
.

Reconciliation of Share Capital Audit

In terms of Regulation 76 of the SEBI (Depositories and
Participants) Regulations, 2018, 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 total shares held in CDSL,
NSDL and in physical form with the admitted, issued
and listed capital of the Company.

The Reconciliation of Share Capital Audit Reports as
submitted by the Auditor on quarterly basis were filed
with the BSE Limited (BSE) through BSE Listing Centre,
where the 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 changes and commitments,
which can affect the financial position of the Company
between the end of financial year and the date of this
report.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings &
Outgo

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

The Company organizes the workshops/lectures on
regular basis for its employees to promote, motivate
and encourage them how to conserve the energy. The
Company is in process to adopt the latest technologies
for conservation of energy.

The particulars with respect to foreign exchange
earnings and outgo during the year underre view are
as follows:

('/Lakhs)

Particulars

2023-24

2022-23

Foreign Exchange Earned

-

-

Foreign Exchange Used

-

-

Annual Return

In terms of the provisions of Section 134(3)(a) read
with 92(3) of the Companies Act, 2013 and the relevant
rules made thereunder, a copy of the Annual return as

prescribed under Section 92 of the Companies Act,
2013, as amended shall be made available on the official
website of the Company
www.raunaqinternational.com
under the link: https://www.raunaqinternational.com/
pdf/annual-return-for-2023-24.pdf

Compliance of Secretarial Standards

During the period under review, the Company has duly
complied with the applicable Secretarial 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 regulators or courts or tribunals
impacting the going concern status and Company's
operations in future.

Details of Application/Proceeding pending
under the Insolvency and Bankruptcy Code,
2016

Neither any application has been made nor any
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the year
under review.

Instances of Difference in Valuation

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

Acknowledgements

The Board of Directors gratefully acknowledge the
continued co-operation, trust and support of the
shareholders and would like to place on record its
appreciation for the dedicated services rendered by
the Employees at all levels. The Directors further
express their gratitude to the Bankers, Customers and
Sub-vendors and other associates for co-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: 30 May, 2024 DIN: 00033524