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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Raunaq International Ltd.

Mar 31, 2025

We have audited the financial statements of Raunaq
International Limited (Formerly known as Raunaq EPC
International Limited (âthe Companyâ), which comprise
the Balance Sheet as at 31 March, 2025, the Statement
of Profit and Loss (including Other Comprehensive
Income), Statement of changes in equity and the
statement of Cash Flows for the year then ended, and
notes to the financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as âthe financial
statementsâ).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 (âthe Actâ) in the manner so
required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (âInd
ASâ) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at
31 March, 2025, and profit (including other comprehensive
income), changes in equity and its cash flows for the year

onHoH r\ n that H a to

Basis for Opinion

We conducted our audit of financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the
Auditorâs Responsibilities for the Audit of the Financial
statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions
of the Act, and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements for the year ended
31 March, 2025. These matters were addressed in the
context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. We have determined
the matters described below to be key audit matters to be
communicated in our report.

Description of Key Audit Matters:

Key audit matters	How our audit addressed the key audit matter
Revenue from Operations	Our audit procedures included the following:
The Company recognises revenue in accordance with Ind AS 115,	â¢ Considered the appropriateness of Company''s
Revenue from Contracts with Customers, which outlines a five-step	revenue recognition policy and its compliance
model for recognising revenue arising from contracts with customers.	in terms of Ind AS 115 âRevenue from contracts
Revenue is recognised upon the transfer of control of goods or services to customers in an amount that reflects the consideration	with customers'';
the Company expects to be entitled to in exchange for those goods	â¢ Assessed the design and tested the operating
or services.	effectiveness of internal controls related to sales and costs;
Revenue from trading activities involving alloy steel for auto components is recognised at a point in time when control of the goods	â¢ Performed sample tests of individual sales
is transferred to the customer. This typically occurs upon delivery or	transaction and traced to sales invoices,
as specified in the terms of the contract. Revenue is measured net of returns, trade discounts, and indirect taxes (such as Goods and Services Tax) collected on behalf of third parties.	sale contracts, project progress and other related documents. In respect of the samples selected, tested that the revenue has been recognized as per the sales agreements;
Revenue from service contracts with fixed consideration is recognised over time, as the performance obligations are satisfied. The Company	â¢ Assessed the relevant disclosures made in
applies the output method, recognising revenue based on the value	the financial statements;
of actual services performed and approved by the customer up to the end of the reporting period, relative to the total services promised under the contract.	â¢ Verification of the Company''s computation of revenue to be recognized over a period of time on a sample basis, where we assessed
Where it is no longer probable that the outcome of a contract can be	the appropriateness of work in progress as
reliably estimated, revenue is recognised only to the extent of costs	at the balance sheet date by evaluating the
incurred that are likely to be recoverable.	underlying documentation to identify possible delays in achieving milestones which require changes in estimated costs to complete the remaining performance obligations.

Other Information

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Company''s Board''s report
and management discussion and analysis but does not
include the financial statements and our auditor''s report
thereon.

Our opinion on the financial statements does not cover
the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact with those charged with the governance.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged
with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation of these financial statements that give
a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the
Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of
Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do
so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditorsâ Responsibilities for the Audit of the Financial
statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

â¢ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management and
Board of Directors.

â¢ Conclude on the appropriateness of management
and Board of Director''s use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company''s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor''s report to the related disclosures in
the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor''s report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.

â¢ Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 (âthe Orderâ) issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the Annexure âI'' a
statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, based on

our audit we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.

(c) The Balance Sheet, the Statement of Profit
and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and
the Statement of Cash Flow dealt with by this
Report are in agreement with the books of
account.

(d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received
from the directors as on 31 March, 2025 and
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March,
2025 from being appointed as a director in
terms of Section 164(2) of the Act.

(g) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of Section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
no managerial remuneration has been paid or
provided by the Company during the year.

(h) With respect to the other matters to be included
in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and
to the best of our information and according to
the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements - Refer Note 36
and 37 to the financial statements;

ii. The Company did not have any longÂ¬
term contracts including any derivative
contracts for which there were any material
foreseeable losses;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year;

iv. (a) The management has represented

that, to the best of its knowledge and
belief, as disclosed in the notes to
the accounts, no funds have been
advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or
kind of funds) by the Company to or in

any other persons or entities, including
foreign entities (âIntermediariesâ), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (âUltimate
Beneficiariesâ) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;

(b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the notes to
the accounts, no funds have been
received by the Company from any
persons or entities, including foreign
entities (âFunding Partiesâ), with the
understanding, whether recorded in
writing or otherwise, as on the date
of this audit report, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(âUltimate Beneficiariesâ) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
and

(c) Based on such audit procedures
performed that we considered
reasonable and appropriate in the
circumstances, and according to the
information and explanation provided
to us by the management in this
regard, nothing has come to our
notice that has caused us to believe
that the representations under
sub-clause (a) and (b) contain any
material misstatement;

v. No dividend has been declared or paid
during the year by the Company.

vi. Based on our examination which included
test checks, the Company has used an
accounting software, for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the software. Further, during the course
of our audit, we did not come across
any instance of audit trail feature being
tampered with. Additionally, the audit trail
has been preserved by the Company as
per the statutory requirements for record
retention.

For B R Maheswari & Co LLP

Chartered Accountants
Firm''s Registration No. 001035N/N500050

Akshay Maheshwari

Partner

Place: New Delhi Membership No: 504704

Date: 30 May, 2025 UDIN: 25504704BMIBGR1063

Mar 31, 2024

We have audited the financial statements of Raunaq
International Limited (Formerly known as Raunaq EPC
International Limited) (âthe Companyâ), which comprise
the Balance Sheet as at 31 March, 2024, the Statement
of Profit and Loss (including Other Comprehensive
Income), Statement of changes in equity and the
Statement of Cash Flows for the year then ended, and
notes to the financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as âthe financial
statementsâ).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 (âthe Actâ) in the manner so
required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (âInd
ASâ) other accounting principles generally accepted
in India, of the state of affairs of the Company as at
31 March, 2024, and its profit, changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the Auditorâs Responsibilities for the Audit
of the Financial statements section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the
financial statements under the provisions of the Act,
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on
the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our
audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Description of Key Audit Matters:

Key audit matters

How our audit addressed the key audit matter

Revenue from Operations

The Company recognizes revenues in the year in which the services
are rendered and auto parts are traded. In fixed price contract,
revenue is recognized based on percentage of completion of service
(actual service provided to the end of the reporting period as a
proportion of the total services to be provided). This is determined
based on the actual work done approved by the customer and for
trading auto parts revenue is recognized at the time goods have
been delivered to the customers.

Estimates of revenue, costs or extent of progress towards completion
are revised if circumstances change. Any resulting increase or
decrease in estimated revenue or costs are reflected in profit or loss
in the period in which the circumstances that give rise to the revision
become known to the management.

When the outcome of a construction contract cannot be estimated
reliably, contract revenue is recognized only to the extent of contract
costs incurred that are likely to be recoverable.

The terms of sales arrangements, including the timing of transfer
of control, actual work done, estimates of revenue and costs and
extent of progress create complexity and judgment in determining
sales revenues and accordingly, it was determined to be a key audit
matter in our audit of the standalone financial statements.

Our audit procedures included the following:

â¢ Considered the appropriateness of
Company''s revenue recognition policy
and its compliance in terms of Ind AS 115
âRevenue from contracts with customers'';

â¢ Assessed the design and tested the
operating effectiveness of internal controls
related to sales and costs;

â¢ Performed sample tests of individual sales
transaction and traced to sales invoices,
sale contracts, project progress and other
related documents. In respect of the
samples selected, tested that the revenue
has been recognized as per the sales
agreements;

â¢ Assessed the relevant disclosures made in
the Standalone financial statements.

Other Information

The Company''s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Company''s Board''s
report but does not include the financial statements and
our auditor''s report thereon.

Our opinion on the financial statements does not cover
the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is

materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact with those charge with the
governance.

We have nothing to report in this regard.
Responsibilities of Management and Those Charged
with Governance for the Financial Statements

Those Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditorsâ Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

â¢ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern.

Report on Other Legal and Regulatory Requirements

2. As required by section 143(3) of the Act, based on
our audit we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books except for the matters stated in paragraph
2(h)(vi) below on reporting under the Rule 11(g) of
the Companies (Audit and Auditors) Rules 2014
(amended).

(d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

(e) On the basis of written representations received
from the directors as on 31 March, 2024 and
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March,
2024 from being appointed as a director in
terms of section 164 (2) of the Act.

(g) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
no managerial remuneration has been paid or
provided by the Company during the year.

(h) with respect to the other matters to be included
in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and
to the best of our information and according to
the explanations given to us:

i. The Company has disclosed impact
of pending litigation on on its financial
position in its financial statements Refer
Note-36 to the financial statements;

ii. The Company did not have any longÂ¬
term contracts including any derivative
contracts for which there were any material
foreseeable losses;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year;

iv. (a) The management has represented that,

to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or

kind of funds) by the Company to or in
any other persons or entities, including
foreign entities (âIntermediariesâ), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (âUltimate
Beneficiariesâ) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the notes to
the accounts, no funds have been
received by the Company from any
persons or entities, including foreign
entities (âFunding Partiesâ), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(âUltimate Beneficiariesâ) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
and

(c) Based on such audit procedures that we
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (a) and (b) contain any material
misstatement.

v. No dividend has been declared or paid
during the year by the Company.

vi. Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the software. Further, during the course
of our audit we did not come across
any instance of audit trail feature being
tampered with. [Additionally, the audit trail
has been preserved by the Company as
per the statutory requirements for record
retention.]

For B R Maheswari & Co LLP

Chartered Accountants
Firm''s Registration No. 001035N/N500050

Akshay Maheshwari

Partner

Place: New Delhi Membership No.504704

Date: 30 May, 2024 UDIN: 24504704BKEIST3223

Mar 31, 2017

TO THE MEMBERS OF RAUNAQ EPC INTERNATIONAL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of RAUNAQ EPC INTERNATIONAL LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2017, and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors on 31 March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(a) The company does not have any pending litigation which would have any material impact on its financial position in its financial statements.

(b) The company has made provisions as required under the applicable law or accounting standards for material foreseeable losses on long term contracts. Company did not have any derivative contracts.

(c) Amounts which were required to be transferred to the Investor Education and Protection Fund by the Company were so transferred in time.

(d) The Company has provided requisite disclosures in the financial statements as regards its holdings and dealings in Specified Bank Notes as defined in the

Notification S.0.3407(E) dated 08 November, 2016 of the Ministry of Finance, during the period from 08 November, 2016 to 30 December, 2016. Based on audit procedures performed and the representations provided to us by Management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by management.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S REPORT OF RAUNAQ EPC INTERNATIONAL LIMITED (STANDALONE)

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over the financial reporting of RAUNAQ EPC INTERNATIONAL LIMITED ("the Company") as of 31 March, 2017 in conjunction with our audit of financial statements of the company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The management of the individual company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 as required under the Companies Act, 2013.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

I. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, we report that the Company does not own any immovable property whether freehold or leasehold.

II. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than for contract work-in-progress in respect of civil/ mechanical/erection contract.

III. During the year, the Company has not granted any loans, to its subsidiary company, or others parties covered in the register maintained under Section 189 of the Act.

IV. The Company has not granted any loan etc. to Directors or entered into other transactions detailed in section 185 of the Companies Act 2013, during the year. Accordingly, compliance of section 186 is not required.

V. According to the information and explanations given to us, the Company has not accepted any deposit during the year and accordingly, the question of complying with section 73 and 76 of the Act does not arise.

VI. We have been informed by the Management that no cost records have been prescribed U/s 148(1) of the Companies Act, 2013 in respect of Company''s construction activities.

VII. According to the information and explanation given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2017 for a period of more than six months from the date they become payable.

(c) There are no dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise and Value Added Tax as on 31 March, 2017 on account of disputes except detailed below.

Name of the Statute

Nature of Dues

Amount of Tax(Rs.)

Period to which the amount relates

Forum where

dispute is

pending

Central

Excise Duty

22,63,487/-*

1 996-97 &

High Court

Excise Act

Penalty

22,63,487/-*

1 997-98

Allahabad

*Fully provided

ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT ON STANDALONE FINANCIAL STATEMENTS OF RAUNAQ EPC INTERNATIONAL LIMITED FOR THE FINANCIAL YEAR ENDED ON 31 MARCH, 2017

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

VIII. In our opinion and according to the information and I explanations given to us, the company has not defaulted in repayment of loans or borrowings to financial institutions and banks. The Company has not issued debentures.

IX. In our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments).

X. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

XI. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

XII. The Company is not a Nidhi Company and hence, reporting under Clause (xii) of CARO 2016 Order is not applicable.

XIII. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act 2013, where applicable, for all transactions with the related parties and details of related party transactions have been disclosed in the financial statements etc., as required by the applicable accounting standards.

XIV. During the year, the Company has not made any preferential allotment or private placement of the shares or fully or partly convertible debentures and hence, reporting under Clause (xiv) of CARO 2016 Order is not applicable.

XV. In our opinion and according to the information and explanations given to us during the year, the Company has not entered into non-cash transactions with its director or persons connected with him and hence provisions of Section 192 of the Act are not applicable.

XVI. The company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For V.P. Jain & Associates

Chartered Accountants

(FRN: 01 5260N)

(V.P. Jain)

Place: New Delhi Partner

Date: 26 May, 2017 (Membership No. 081514)

Mar 31, 2016

Independent Auditorâs Report

TO THE MEMBERS OF

RAUNAQ EPC INTERNATIONAL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of RAUNAQ EPC INTERNATIONAL LIMITED

("the Companyâ), which comprise the Balance Sheet as at

31 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the order under Section 143 (11) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2016, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s financial control over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigation which would have any material impact on its financial position in its financial statements.

ii. The Company has made provisions as required under the applicable law or accounting standards for material foreseeable losses on long term contracts. Company did not have any derivative contracts.

iii. Amounts which were required to be transferred to the Investor Education and Protection Fund by the Company were so transferred in time.

2) As required by the Companies (Auditor''s Report) Order, 2016 ("the CARO 2016 Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in ''Annexure-Bâ a statement on the matters specified in Paragraph-3 & 4 of the CARO 2016 Order.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Raunaq EPC International Limited ("the Companyâ) as of 31 March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a programme of verification of fixed assets to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, we report that the company does not own any immovable property whether free hold or leasehold.

(ii) (a) As explained to us, inventories were physically verified

during the year by the Management at reasonable intervals, other than for contract work-in-progress in respect of civil/mechanical/erection contract.

(b) No material discrepancies were noticed on physical verification.

(iii) During the year company has granted loan to its subsidiary company on terms and conditions which were not prejudicial to the interest of the company. Loan was converted into Equity Shares during the year

(iv) The company has not given any loan to Directors under Section-185, hence, Section-185 is not applicable for loan given, investment made in subsidiary company and guarantees provided in connection with limits given by banks, the provision of Section-186 of the Companies Act have been complied with.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) We have been informed by the Management that no cost records have been prescribed U/s 148(1) of the Companies Act, 2013 in respect of Company''s construction activities.

(vii) According to the information and explanation given to us, in respect of statutory dues :

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2016 for a period of more than six months from the date they become payable.

(c) There are no dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise and Value Added Tax as on 31 March, 2016 on account of disputes except as detailed below:

Name of the Statute	Nature of Dues	Amount of Tax('')	Period to which the amount relates	Forum where dispute is pending
Central	Excise Duty	22,63,487/-*	1996-97 &	High Court
Excise	Penalty	22,63,487/-*	1997-98	Allahabad
Act

* Fully Provided

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The Company has not borrowed from Government. Also the Company has not issued debentures.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with schedule-V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence, reporting under Clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence, reporting under Clause (xiv) of CARO 2016 Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us during the year, the Company has not entered into any non-cash transaction with its directors or persons connected with him and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For V.P. Jain & Associates

Chartered Accountants

(FRN:015260N)

(V.P. Jain)

Place: New Delhi Partner

Dated: 27 May, 2016 (Membership No. 081514)

Mar 31, 2015

We have audited the accompanying standalone financial statements of RAUNAQ INTERNATIONAL LIMITED ("the Company "), which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made thereunder.

We conducted our audit in accordance with the standards on auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The proce -dures selected depend on the auditor's judgment, including the assess -ment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government in terms of sub-section (11) of Section 143 of the Act, we give below statement on the matters specified in paragraphs 3 and 4 of the Order.

(i) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The company has a programme of verification of fixed assets to cover all the items in a phased manner over a period of two years, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the said programme, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals, other than for contract work- in-progress in respect of civil/mechanical/ erection contract.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no discrepancies were noticed on physical verification.

(iii) The company has granted unsecured loan to a company, covered in the register maintained under Section 189 of the Act. The interest as per terms and condition is received regularly. There is no overdue amount so far as repayment of principal is concerned.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) According to the information and explanations given to us, the company has not accepted any deposit during the year and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder, are not applicable to the company.

(vi) We have been informed by the management that no cost records have been prescribed under section 148(1) of the Companies Act, 2013 in respect of company's construction activities.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of the aforesaid statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

(b) There are no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited as at 31 March, 2015 on account of any dispute except as detailed below:-

Name of the Nature of Amount Period to Statute Dues of Tax(') which the amount relates

Central Excise Duty 22,63,487/- 1996-97 & Excise Act Penalty 22,63,487/- 1997-98

Haryana Vat 2,10,788/- 2011-12 Vat ACT

Name of the Statute Forum where dispute is pending

Central The Customs & Service Tax Appellate Tribunal, Excise Act New Delhi

Haryana Commissioner of Excise & taxation Vat ACT

(c) Amounts which were required to be transferred to the Investor Education and Protection Fund by the company were transferred to such fund in time.

(viii) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions and banks. The company has not issued any debentures.

(x) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks and financial institutions during the financial year. However, guarantees given in earlier years were renewed during the financial year on terms which are not prejudicial to the interest of the company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the company during the year for the purposes for which they were obtained.

Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the current financial year;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of:-

(A) a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the Company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the Company;

Table-1

(v) is a material supplier, service provider or customer or a lessor or lessee of the Company;

f. is not less than 21 years of age.

The Board of Directors of the Company vide its resolution dated 3 rd February, 2012 has decided that the materiality/significance shall be ascertained on the following basis:

- The concept of 'materiality' is relevant from the total revenue inflow and/or outflow from and/or to a particular individual/body, directly or indirectly, during a particular financial year.

- The term 'material' needs to be defined in percentage. One per cent (1 per cent) or more of total turnover of the Company, as per latest audited annual financial statement.

It has been confirmed by all the Independent Directors of the Company that as on March 31,2015, they fulfill the criteria of being Independent Director as stipulated under Clause 49 of the Listing Agreement.

The Table-1 gives composition of the Board, Attendance record of the Directors at the Board Meetings and at the last Annual General Meeting (AGM); Number of their outside Directorships and their Memberships/Chairmanships in Board Committees

Name of Director(s) Category No. of Attendance Board at last AGM Meetings held/ attended

Mr.Surinder P.Kanwar Chairman 5/5 Present and Managing Director

Mr.Sachit Kanwar Joint Managing 5/5 Present Director

Mr.P.K.Mittal Non-Executive 5/5 Absent Independent Director

Dr.Sanjeev Kumar Non-Executive 5/5 Present Independent Director

Mr.V.K.Pargal Non-Executive 5/5 Present Independent Director

Mr.Gautam Mukherjee Non-Executive 5/3 Present Independent Director

Mr.N.V.Srinivasan Non-Executive 5/4 Absent Director

Mr.Satya Prakash Mangal Non-Executive 5/5 Absent Independent Director

Ms. Seethalakshmi Additional Director 1/0E N.A. Venkataraman

No. of No. of Memberships/ outside Chairmanships in Board Directorships Committees held Member Chairman

Mr.Surinder P.Kanwar 2 1 -

Mr.Sachit Kanwar 1 1 -

Mr.P.K.Mittal - 1 1

Dr.Sanjeev Kumar 2 1 2

Mr.V.K.Pargal 2 3 -

Mr.Gautam Mukherjee 2 1 -

Mr.N.V.Srinivasan - - -

Mr.Satya Prakash Mangal - 1 -

Ms. Seethalakshmi - - - Venkataraman

Excluding directorship in Private Companies, Alternate Directorship, Companies registered under Section 8 of the Companies Act, 2013 and Foreign Companies.

BFor the purpose of considering the limit of the Committees on which a Director can serve, all Public Limited Companies, whether listed or not, are included and all other Companies including Private Companies, Foreign Companies and the companies under Section 8 of the Companies Act, 2013 are excluded. Further, it includes Membership/Chairmanship of Audit Committee and Stakeholders' Relationship Committee only. None of the Directors of your Company is a Member of more than ten (10) Committees or is the Chairman of more than five (5) committees across all Public Limited Companies in which they are Directors. The Membership/Chairmanship also includes Membership/Chairmanship in Raunaq International Limited.

None of the Independent Director of the Company holds the position of the Independent Director in more than Seven (7) listed Companies, including Independent Directorship in Raunaq International Limited and any such Director serving as a whole time Director in a listed Company is not serving as an Independent Director in more than three listed Companies including Raunaq International Limited.

CMr. Surinder P. Kanwar is the father of Mr. Sachit Kanwar. Mr. Sachit Kanwar has been appointed as Joint Managing Director w.e.f. June 01,2011 for a period of five years.

DMr. P.K. Mittal is also providing consultancy service to the Company in his individual capacity. Professional fees paid to him for the year 2014-15 is Rs 60,000/-. The Board is of the opinion that such payments in the context of overall expenditure by the Company, is not significant and does not affect his independence.

EMs. Seethalakshmi Venkataraman has been appointed as an Additional Director of the Company w.e.f March 28, 2015 till the conclusion of the next Annual General Meeting.

Apart from this, no Non-Executive Director has any material pecuniary relationships/transactions vis-a-vis the Company (other than the sitting fees for attending the Board/Committee meetings).

A formal letter of appointment had been issued to the Directors appointed at the Annual General Meeting of the Company held on August 29, 2014. The terms and conditions of the said appointment are available on the website of the Company i.e. www.raunaqinternational.com.

Further, the Company has adopted a familarisation programme for Independent Directors which is available on the website of the Company i.e. www.raunaqinternational.com under the link:

http: //www.raunaqinternational.com/pdf/familarisation- programme.pdf.

B. Board Meetings

During the financial year 2014-15, Five (5) Board Meetings were held on the following dates. The gap between any two meetings was not more than One Hundred and Twenty (120) days as mandated in Clause 49 of the Listing Agreement:-

- 30thMay, 2014;

- 31 stJuly, 2014;

- 13thNovember, 2014;

- 10thFebruary, 2015 and

- 28thMarch, 2015

The Company Secretary prepares the agenda and explanatory notes, in consultation with the Chairman and Managing Director, Joint Managing Director and Chief Financial Officer and circulates the same in advance to the Directors. The Board meets atleast once every quarter inter alia to review the quarterly results. Additional meetings are held, when necessary. Presentations are made to the Board on the business operations and performance of the Company. The minutes of the proceedings of the meetings of the Board of Directors are noted and the draft minutes are circulated amongst the members of the Board for their perusal. Comments, if any received from the Directors are also incorporated in the minutes, in consultation with the Chairman and Managing Director. The Minutes are signed by Chairman of the Board at the next meeting. Senior management personnel are invited to provide additional inputs for the items being discussed by the Board of Directors as and when considered necessary.

Post Meeting Follow Up System: The Company has an effective post Board Meeting follow up procedure. Action Taken Report on the decisions taken in a meeting are placed at the immediately succeeding meeting for information of the Board.

C. Information supplied to the Board

The Board has complete access to all information with the Company. The information is provided to the Board on regular basis and the agenda papers for the meetings are circulated in advance of each meeting. The information supplied to the Board includes the following, to the extent applicable during the year as per Clause 49 of Listing Agreements.

- AnnualOperating Plans and Budgets and any updates.

- Capitalbudgets and any updates.

- Quarterly, Half Yearly and Yearly Results of the Company.

- Minutes of the Meetings of Audit Committee and other Committees of the Board.

The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company along with the declaration made by all the respective departmental heads and by the Chairman and Managing Director regarding compliance with all applicable laws.

3. BOARD COMMITTEES

A. Audit Committee

I. Constitution and Composition

The Audit Committee comprises of the following four (4) Non-Executive and Independent Directors, who have financial/accounting acumen to specifically look into internal controls and audit procedures. All the members are financially literate and have accounting and financial management expertise. The Table-2 gives the composition of the Audit Committee and the attendance record of members of the Committee:

Table-2

S. Name of Member Designation No. of meetings No. Held/Attended

1. Dr. Sanjeev Kumar Chairman 5/5

2. Mr. P.K. Mittal Member 5/5

3. Mr. V.K.Pargal Member 5/5

4. Mr. Satya Prakash Member 5/5 Mangal

In addition to the Members of the Audit Committee, the Chief Executive Officer, Chief Financial Officer, Internal Auditors and Statutory Auditors attended the meetings of the Committee as invitees. Members held discussions with Statutory Auditors during the meetings of the Committee. The Audit Committee reviewed the quarterly, half-yearly and year to date un-audited and annual audited financials of the company before submission to the Board of Directors for their consideration and approval. The Committee also reviewed the internal control systems and internal audit reports.

The Chairman of the Committee was present at the last Annual General Meeting to answer the queries of the shareholders to their satisfaction.

Mr. Kaushal Narula, Company Secretary of the Company acted as Secretary to the Audit Committee Meetings as aforesaid.

II. Audit Committee Meetings

During the year, five (5) meetings of the Audit Committee were held on the following dates:

- 30thMay, 2014;

- 31 stJuly, 2014;

- 13thNovember, 2014;

- 10thFebruary, 2015 and

- 28thMarch, 2015

III. Powers of Audit Committee

The Audit Committee has been empowered with the adequate powers as mandated in the Clause 49 of the Listing Agreement, which includes the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

IV. Role of Audit Committee

The role of the Audit Committee includes the following:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

4. Reviewing, with the management, the annual financial statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the board of directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The company does not have any pending litigation which would have any material impact on its financial position in its financial statements.

ii. The company has made provisions as required under the applicable law or accounting standards for material foreseeable losses on long term contracts. Company did not have any derivative contracts.

iii. Amounts which were required to be transferred to the Investor Education and Protection Fund by the Company were so transferred in time.

For V.P.Jain & Associates Chartered Accountants (FRN:015260N)

(V.P.Jain) Place : New Delhi Partner Dated: May 30, 2015 (Membership No. 081514)

Mar 31, 2014

We have audited the accompanying financial statements of Raunaq International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Profit and Loss Statement and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Profit and Loss Statement, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Statement, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Statement, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS'' REPORT DATED 30/05/2014 TO THE MEMBERS OF RAUNAQ INTERNATIONAL LTD. ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014 UNDER SECTION ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS''

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The company has a programme of physical verification under which all items of fixed assets are verified once in two years. As per the said programme, certain assets were physically verified during the year. According to the information and explanations given to us no discrepancies were noticed. In our opinion, having regard to the size of the company and the nature of its assets, the programme of verification of fixed asset of the company is reasonable.

(c) In our opinion, the Fixed Assets disposed off during the year do not constitute substantial part of the Fixed Assets and such disposal has not affected the going concern status of the company.

(ii) (a) The inventories, except for contract work-in-

progress in respect of Civil/Mechanical/Erection Contracts, have been physically verified by the management during the year at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. According to the information and explanations given to us no discrepancies were noticed on physical verification between the physical stock and the book records.

(iii) (a) The company has not granted any loans, secured or

unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

(e) Company has taken unsecured loan from parties covered in the register maintained under Section

301 of the Act. Total loan amount taken is '' 50 Lacs from one party. Maximum balance outstanding during the year was '' 50 Lacs and balance outstanding at the year end is '' 50 Lacs.

(f) In our opinion, rate of interest and other terms and conditions on which loan referred above have been taken, are not prejudicial to the interest of the company.

(g) In respect of loan referred above, the interest was paid during the year as agreed upon. There is no stipulation as to the repayment of loan.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) Particulars of contracts or arrangements referred to

in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, transaction made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs during the year has been made at reasonable rate.

(vi) The Company has not accepted any fixed deposit from public during the year.

(vii) In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the information and explanations

given to us and according to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and

protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) As explained to us and according to the records of the company, the following dues have not been deposited on account of dispute :

Name ofthe Statute Nature of Dues Amount of Period towhich Tax (RS) the amount relates

Central Excise Act Excise Duty 22,63,487/- 1996-97 & 1997-98 Penalty 22,63,487/-

Name of the Statute Forum where dispute is pending

Central Excise ACT The Custom & Service Tax Appellate Tribunal New Delhi

fully provided.

(x) There are no accumulated losses at the end of financial year. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues of financial Institutions or banks. There are no debenture holders since the Company has not issued any debenture.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the company is not a Nidhi/Mutual Benefit Fund/Society, paragraph 4(xiii) of the Order is not applicable.

(xiv) Since the company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) The company has not given any guarantee during the year for loans taken by other from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) Since the company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

(xx) Since the company has not raised any money during the year by way of public issue, paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For V.P. Jain & Associates Chartered Accountants FRN: 015260N

( V.P. Jain ) Place : New Delhi Partner Date : May 30, 2014 Membership No.: 081514

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Raunaq International Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Profit and Loss Statement and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Sub- Section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Profit and Loss Statement, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on March 31,2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2013, from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS'' REPORT DATED 23/05/2013 TO THE MEMBERS OF RAUNAQ INTERNATIONAL LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2013 UNDER SECTION ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS''

(i) (a) The Company is maintaining proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a programme of physical verification under which all items of fixed assets are verified once in two years. As per the said programme, certain assets were physically verified during the year. According to the information and explanations given to us no discrepancies were noticed. In our opinion, having regard to the size of the Company and the nature of its assets, the programme of verification of fixed asset of the company is reasonable.

(c) Since there is no disposal of substantial part of fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors'' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

(ii) (a) The inventories, except for contract work-in- progress in respect of Civil/Mechanical/Erection Contracts, have been physically verified by the management during the year at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. According to the information and explanations given to us no discrepancies were noticed on physical verification between the physical stock and the book records.

(iii) (a) The Company has not granted any loans, secured

or unsecured to Companies, Firms or other parties covered in the register maintained under Section 301 of the Act.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

(e) Company has taken unsecured loan from parties covered in the register maintained under Section 301 of the Act. Total loan amount taken is '' 55 Lacs from two parties. Maximum balance outstanding during the year was Rs. 55 Lacs and balance outstanding at the year end is Rs. NIL.

(f) In our opinion, rate of interest and other terms and conditions on which loan referred above have been taken, are not prejudicial to the interest of the Company.

(g) In respect of loan referred above, the principal and interest was repaid during the year as agreed upon.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) Particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, transaction made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs during the year has been made at reasonable rate though no comparative rates are available since the transaction being a civil construction contract.

(vi) The Company has not accepted any fixed deposit from public during the year.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) As explained to us and according to the records of the Company, the following dues have not been deposited on account of dispute :

Name of the Nature of Dues Amount of Period to which Forum where Statute Tax (`) the amount dispute is relates pending

Orissa Sales Sales Tax (WC) 8,84,021/- 1984-85 to Orissa Sales Tax Act 1986-87 Tax Tribunal Cuttack

Central Excise Duty 22,63,487/-* 1996-97 & The Customs & Excise Act Penalty 22,63,487/-* 1997-98 Service Tax Appellate Tribunal New Delhi *Provision made in full.

(x) There are no accumulated losses at the end of financial year. The Company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues of Financial Institutions or Banks. There are no debenture holders since the Company has not issued any debenture.

(xii) Since the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a Nidhi / Mutual Benefit Fund / Society, paragraph 4(xiii) of the Order is not applicable.

(xiv) Since the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) The Company has not given any guarantee during the year for loans taken by other from Bank or Financial Institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) Since the Company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

(xx) Since the Company has not raised any money during the year by way of public issue, paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For V.P. Jain & Associates Chartered Accountants FRN:015260N

( V.P. Jain ) Place : Faridabad Partner Date : May 23, 2013 Membership No.: 81514

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