RACL Geartech Limited IATF 16949-2016

IATF 518901-000

From the Chairman’s Desk

Dear Shareholders,
I am sure all of our esteemed shareholders and their
family members are safe and healthy in the current
situation of COVID-19. My best wishes to all of you
in this period of pandemic crisis.
I am pleased to present the 37th Annual Report
of RACL Geartech Limited for the financial year
2019-2020. At the outset, I would like to thank our
shareholders for their constant support and faith in
the Company.
As you all are aware of the Company has steadily
made progress over the recent years and continued
its efforts during this year as well. The year until
December-2019, witnessed sturdy growth. However, the growth graph got disturbed during the March-2020
quarter. The Company had to shut down its manufacturing plants and offices due to the Lockdown ordered by
the Central Government amidst the COVID-19 pandemic.
I am pleased to share with you that, we have re-started our operations in the month of May-2020 as per
the guidelines issued by Government of India & State Government of Uttar Pradesh and started ramping up
gradually in line with market demand and availability of supply chain and human resources. We have managed
our operations and available resources in an efficient manner, which, in turn has helped the Company to sustain
our operations & profitability even in the difficult period of COIVD-19 crisis. Our Customers and Suppliers
have been a big support in the times of crisis and we are confident about adapting to the changing business
environment and shall respond suitably to fulfil the needs of our stakeholders.
Talking about our performance during the year, I am happy to inform that your Company delivered a resilient
performance despite a challenging operating environment. On a comparable basis, your company has reported
a Total Revenue of ` 212.84 Crores for the financial year ended 31st March, 2020 as compared to ` 190.96
Crores during the same period in the previous year, representing a growth of 11.45%. Profit before Tax at
` 21.90 Crores increased by 26.30% from ` 17.34 crores, while Net profit grew by 73.49% to ` 16.36 Crores
from ` 9.43 Crores in FY 2018-19.
We all are aware that Pandemic has affected economy throughout the world and each sector of the economy has
hit in one form or other. Automotive sector has also been affected substantially. However, the affect of Pandemic
has started to neutralise and there are signs of recovery. The automotive sector is expecting revival of demand,
as there may be a shift of consumer behaviour towards personal mobility from shared mobility& public transport.
It is expected that personal mobility will make a strong come back in the current context of COVID -19. Demand
for 2 Wheeler, 3 Wheeler & smaller cars are set to increase as the consumer awareness towards health & safety
increases in light of pandemic crisis. Similarly, demand for luxury segment in overseas market is set to increase
because of change in consumer spending behaviour. Since, your Company is a dominant player in the premium
segment in European market, we are sure we shall be benefitted out of change in the demand pattern.
However, we shall have to adopt a cautious approach towards managing our resources effectively, and apply
various innovative ideas & strategies to come out of this grave situation. We will have to increase operational
efficiencies everywhere. We will have to eliminate all unnecessary costs, which shall be achieved with the
collective efforts of the RACL Family.
The Company is also tirelessly working towards the achievement of its Corporate Social Responsibility goals and
continues to extend its helping hand to the ones in need. We consider that education is the biggest power of the
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

mankind, and we aim to empower our future generations with good education. Our ongoing CSR projects focus
on the provision of educational facilities to the marginalized and under privileged children in our community. We
also believe in skill development and enabling the women in our society to become self-reliant. This time, we
also provided aid for fighting with the COVID-19 crisis to the ones in distress.
With the changing dynamics of the World, we hope to convert our challenges into opportunities. In keeping with
our Vision and Mission, we are also stepping-up our efforts towards developing mobility solutions for the future
through a collaborative approach.
I wish to seek your support and best wishes for our future endeavours and pray for better and healthier times
to come.
At the end I take the opportunity to thank all our stakeholders, bankers, supply chain partners, Government
of India, State Government of Uttar Pradesh and all our employees for extending their need based support
throughout this crisis period of COIVD -19. And I am sure we shall strive back with sustainable growth for all,
in the times to come.

Thank you,

GURSHARAN SINGH
CHAIRMAN & MANAGING DIRECTOR
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

CORPORATE INFORMATION
BOARD OF DIRECTORS

Mr. Gursharan Singh Mrs. Narinder Paul Kaur

Chairman & Managing Director Non- Executive Non- Independent Director

Mr. Dev Raj Arya Mr. Anil Sharma

Whole-time Director & Chief Financial Officer Non- Executive Non- Independent Director

Mr. Rakesh Kapoor Mr. Raj Kumar Kapoor

Independent Director Independent Director

Mr. Shashank Ramesh Anikhindi Mr. Jagdish Keswani

Independent Director Independent Director

Brig. Harinder Pal Singh Bedi

Independent Director

Company Secretary & Compliance Officer Corporate Identity Number

Ms. Shagun Bajpai CIN: L34300DL1983PLC016136

Statutory Auditors Corporate Office

Gianender & Associates, Chartered Accountants B-9, Sector-3, Noida
Plot No. 6, Site No. 21, Geeta Mandir Marg, New Rajinder Nagar, Uttar Pradesh-20130
New Delhi-110060
Internal Auditors Plants
Protiviti India Member Private Limited Unit No. 1
15th Floor, Tower A, DLF Building No. 5, A-3, Industrial Area, Gajraula,
DLF Phase III, DLF Cyber City, District Amroha, Uttar Pradesh-244223, India
Gurgaon-122002, Haryana, India
Unit No. 2
Secretarial Auditors
A-62, Sector-63, Noida
K. K. Malhotra & Company,
District Gautam Budh Nagar,
Company Secretaries
Uttar Pradesh-201307, India
C-2/4, Pragati Market, Ashok Vihar, Phase-II, Delhi-110052
Bankers Registered Office
Bank of India, RBL Bank Limited, IndusInd Bank Limited 15th Floor, Eros Corporate Tower,
Citi Bank N.A. Nehru Place, New Delhi-110019
Registrar & Share Transfer Agents
MAS Services Limited
T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-20
Tel: 011-26387281 / 82 / 83
e-Mail: info@masserv.com, Web: www.masserv.com

Contents Page No. Contents Page No.

INDEX
CORPORATE INFORMATION 1 Statement of Profit and Loss 89
Cash Flow Statement 90
NOTICE 2
Notes to Accounts 92
Board Report 19 FINANCIAL STATEMENTS CONSOLIDATED
Management Discussion & Analysis Report 54 Independent Auditor’s Report 121
Report on Corporate Governance 59 Balance Sheet 127
Statement of Profit and Loss 128
FINANCIAL STATEMENTS STANDALONE
Cash Flow Statement 129
Independent Auditor’s Report 80
Notes to Accounts 131
Balance Sheet 88
Form AOC-1 160

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

NOTICE
Notice is hereby given that the 37 (Thirty Seventh) Annual General Meeting (“AGM”) of RACL
th

Geartech Limited (“Company”) will be held through Video Conferencing (“VC”) or Other Audio
Visual Means (“OAVM”) on 21st September, 2020 at 11:00 A.M. in accordance with the applicable
provisions of the Companies Act, 2013 read with MCA General Circular Nos. 20/2020, 17/2020 and
14/2020 dated 5th May, 2020, 13th April, 2020 and 8th April, 2020 respectively, to transact the following
businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the
Company for the financial year ended 31st March, 2020, together with the Reports of the Board of Directors
and Auditors thereon.
2. To consider and appoint a Director in place of Mrs. Narinder Paul Kaur (DIN: 02435942), who retires by
rotation and being eligible, offers herself for re-appointment.
3. To re-appoint M/s. Gianender & Associates, Chartered Accountants (ICAI Firm Registration No. 004661N)
as Statutory Auditors of the Company and to fix their remuneration and for that purpose, to consider and,
if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Sections 139 and 142 of the Companies Act, 2013
(“Act”) read with the Companies (Audit and Auditors) Rules, 2014 and any other applicable provisions
of the Act (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the
time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
pursuant to the recommendation of the Audit Committee, consent of the members of the Company
be and is hereby accorded to re-appoint M/s. Gianender & Associates, Chartered Accountants (ICAI
Firm Registration No. 004661N) as Statutory Auditors of the Company, to hold office for a term of
5 (five) years from the conclusion of the 37th Annual General Meeting upto the conclusion of the 42nd (Forty
Second) Annual General Meeting of the Company, on the terms and fees as mentioned in the explanatory
statement, and that the Board of Directors (hereinafter referred to as “the Board” which term shall be
deemed to include any Committee which the Board may have constituted or hereinafter constitute) be
and is hereby authorized to vary their remuneration and decide about reimbursement of out of pocket
expenses, as may be incurred, in the performance of Audit.
RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to settle any question,
difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and
things as may be considered necessary, proper, desirable or expedient to give effect to this resolution.”
SPECIAL BUSINESS
4. To approve the re-appointment of Mr. Shashank Ramesh Anikhindi (DIN: 07787889) as the Non-Executive
Independent Director of the Company and in this regard, to consider and if thought fit, to pass, with or
without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to Sections 149 and 152 and other relevant provisions of the Companies
Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Articles of Association of the Company, approvals and recommendations of the Nomination and
Remuneration Committee, and that of the Board of Directors (hereinafter referred to as “the Board”
which term shall be deemed to include any Committee which the Board may have constituted or
hereinafter constitute), consent of the Members of the Company be and is hereby accorded to re-appoint
Mr. Shashank Ramesh Anikhindi (DIN: 07787889), who was appointed as Non- Executive Independent
Director by the Members of the Company in the 34th Annual General Meeting of the Company for a term of
3 years upto 28th September, 2020 and who meets the criteria of Independence and being eligible, offers

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

himself for re-appointment and in respect of whom the Company has received a notice in writing from a
member, pursuant to the provisions of Section 160 of the Companies Act, 2013 signifying the member’s
intention to propose the candidature of Mr. Shashank Ramesh Anikhindi for the office of Director, to
hold office for a second term of 5 (Five) consecutive years with effect from 29th September, 2020 to 28th
September, 2025, whose office shall not be liable to retirement by rotation.”
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and
matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make
any modification as may be deemed to be in the best interest of the Company.”
5. To approve the confirmation of appointment of Mr. Jagdish Keswani (DIN: 02146267) as the Non- Executive
Independent Director of the Company and in this regard, to consider and if thought fit, to pass, with or
without modification(s), the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to Sections 149 and 152 and other relevant provisions of the Companies Act,
2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the
time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles
of Association of the Company, approvals and recommendations of the Nomination and Remuneration
Committee, and that of the Board of Directors (hereinafter referred to as “the Board” which term shall be
deemed to include any Committee which the Board may have constituted or hereinafter constitute) consent
of the Members of the Company be and is hereby accorded to confirm the appointment of Mr. Jagdish
Keswani (DIN: 02146267), who was appointed as an Additional Independent Director by the Board on
11th November, 2019 and holds office upto the 37th Annual General Meeting, and who meets the criteria of
Independence and being eligible, offers himself for appointment and in respect of whom the Company has
received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies
Act, 2013 signifying the member’s intention to propose the candidature of Mr. Jagdish Keswani for the
office of Director to hold office for a period commencing from 11th November, 2019 upto the conclusion of
the 40th Annual General Meeting of the Company, as a Non- Executive Independent Director, not liable to
retire by rotation.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and
matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make
any modification as may be deemed to be in the best interest of the Company.”
6. To approve the confirmation of appointment of Brig. H.P.S Bedi (Retd.) (DIN: 05217488) as the Non-
Executive Independent Director of the Company and in this regard, to consider and if thought fit, to pass,
with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to Sections 149, 152 and 161 and other relevant provisions of the Companies
Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), Articles of Association of the Company, approvals and recommendations of the
Nomination and Remuneration Committee, and that of the Board of Directors (hereinafter referred to as
“the Board” which term shall be deemed to include any Committee which the Board may have constituted
or hereinafter constitute) consent of the Members of the Company be and is hereby accorded to confirm
the appointment of Brig. H.P.S. Bedi (Retd.) (DIN: 05217488), who was appointed as an Additional
Independent Director by the Board on 29th June, 2020 and holds office upto the 37th Annual General
Meeting, and who meets the criteria of independence and being eligible, offers himself for appointment
and in respect of whom the Company has received a notice in writing from a member, pursuant to the
provisions of Section 160 of the Companies Act, 2013 signifying the member’s intention to propose the
candidature of Brig. H.P.S. Bedi (Retd.) for the office of Director to hold office for a period commencing
from 29th June, 2020 upto the conclusion of the 40th Annual General Meeting of the Company as a Non-
Executive Independent Director, not liable to retire by rotation and to continue to hold such position upon
attaining age of 70 (Seventy) years during his tenure of appointment.

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 RACL Geartech Limited IATF 16949-2016
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RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and
matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make
any modification as may be deemed to be in the best interest of the Company.”
7. To keep the Copies of Annual Return of the Company at a place other than the Registered office of the
Company and in this regard to consider and, if thought fit, to pass, with or without modification(s), the
following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 94 read with Section 92 and all other applicable
provisions of the Companies Act, 2013, read with applicable rules made there under and other applicable
provisions (including any statutory modification(s) or re-enactment thereof for the time being in force), if
any, of the Companies Act, 2013 and any other act or regulations, if any, consent of the members of the
Company be and is hereby accorded to keep and maintain the copies of Annual Return and Registers of
the Company, at the Corporate Office of the Company situated at B-9, Sector-3, Noida, Uttar Pradesh-
201301 along with keeping and maintaining the same at Registered Office of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do
all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of the Board of Directors

For RACL Geartech Limited

Place: Noida Shagun Bajpai
Date: 31st July, 2020 Company Secretary & Compliance Officer
ACS: 45982
B-9, Sector-3, Noida
Gautam Buddh Nagar
Uttar Pradesh- 201301

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

NOTES:
1. The explanatory statement, pursuant to Section 102 of the Companies Act, 2013 (“Act”), setting out
material facts relating to the Special Businesses to be transacted at the Annual General Meeting (“AGM/
Meeting”) is annexed hereto. The Board of Directors of the Company at its meeting held on 31st July, 2020
considered that the special business under Item Nos. 4 to 7, being considered unavoidable, be transacted
at the 37th AGM of the Company.
Additional information, pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), with respect to appointment of the
Statutory Auditors of the Company, as proposed under Item No. 3 of this Notice under Ordinary Business,
is also provided in the Explanatory Statement.
2. In view of the Covid-19 pandemic, the Ministry of Corporate Affairs vide its Circular dated 5th May, 2020
read with Circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as “Circulars”), has
introduced certain measures enabling companies to convene their AGM through Video Conferencing (“VC”)
or Other Audio Visual Means (“OAVM”) and also send notice of the Meeting and other correspondences
related thereto, through electronic mode. In compliance with the said requirements of the MCA Circulars,
electronic copy of the Notice along with the Annual Report for the financial year ended 31st March, 2020
consisting of Standalone and Consolidated Financial Statements including Board’s Report, Auditors’ Report
and other documents required to be attached therewith have been sent to the members on the E-mail
IDs registered with the Company or the Registrar and Share Transfer Agent (“RTA”) or the Depository
Participants(s) (“DP”) through electronic means and no physical copy of the Notice has been sent by the
Company to any member.
3. In compliance with the said Circulars, the Company has also published a public notice by way of an
advertisement made dated 11th August, 2020 in Mint and Jansatta, both having a wide circulation, inter alia,
advising the members whose E-mail IDs are not registered with the Company, its RTA or DP, as the case
may be, to register their E-mail IDs with them.
4. The members who have not yet registered their E-mail IDs with the Company may send their requests
to MAS Services Limited, RTA of the Company, at info@masserv.com or investor@raclgeartech.com for
registering their E-mail IDs on or before 13th September, 2020. The Company shall send the Notice to such
members whose E-mail IDs get registered within the aforesaid time enabling them to participate in the
meeting and cast their votes.
5. If there is any change in the E-mail ID already registered with the Company, members are requested to
immediately notify such change to the Company or its RTA in respect of shares held in physical form and
to DPs in respect of shares held in electronic form.
6. In line with the MCA Circulars and SEBI Circular, the Notice of the 37th AGM will be available on the website
of the Company at www.raclgeartech.com, on the website of BSE Limited at www.bseindia.com.
7. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
8. In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is
no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members
under Section 105 of the Act will not be available for this AGM. However, in pursuance of Section 112 and
Section 113 of the Act, representatives of the Members may be appointed for the purpose of voting through
remote e-Voting and for participation in the 37th AGM through VC/OAVM Facility.
9. Corporate members intending to authorize their representatives to participate and vote at the meeting are
requested to send a certified copy of the Board resolution/ authorization letter to the Company at investor@
raclgeartech.com or info@masserv.com with a copy marked to helpdesk.evoting@cdslindia.com.
10. In accordance with the provisions of Section 108 and other applicable provisions, if any, of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and

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amendments thereto and applicable provisions of the SEBI Listing Regulations, Central Depository
Services Limited (“CDSL”) will be providing facility for voting through remote e-Voting along with the facility
for participation in the AGM through VC/OAVM Facility and e-Voting during the 37th AGM.
11. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per
Section 103 of the Act.
12. The facility of e-Voting through the same portal, provided by CDSL, will be available during the Meeting
through VC also to those Members who do not cast their votes by remote e-Voting prior to the Meeting.
Members, who cast their votes by remote e-Voting, may attend the Meeting through VC but will not be
entitled to cast their votes once again.
13. Members may join the AGM through VC/OAVM Facility by following the procedure as mentioned below
which shall be kept open for the Members from 10:30 A.M. IST i.e. 30 minutes before the time scheduled
to start the AGM and the Company may close the window for joining the VC/OAVM Facility 30 minutes after
the scheduled time to start the AGM.
14. Members may note that the VC/OAVM Facility, provided by CDSL, allows participation of atleast 1,000
Members on a on a first-come-first-served basis. The large shareholders (i.e. shareholders holding
2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee, auditors, etc. can attend the AGM without any restriction on account of first-come
first-served principle.
15. The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday,
15th September, 2020 to Monday, 21st September, 2020 (both days inclusive) for the purpose of AGM.
16. The voting rights of members shall be in proportion to their shares in the Paid up Equity Share Capital of
the Company as on the cut-off date i.e. Monday, 14th September, 2020. A person who is not a member as
on the cut-off date should treat this Notice for information purpose only.
17. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will
be entitled to vote.
18. The Securities and Exchange Board of India (“SEBI”), vide its Notification dated 8th June, 2018 has
mandated dematerialization of shares held in physical form for registration of transfer of shares of the
Company w.e.f. 1st April, 2019. Hence, all shareholders acquiring shares in physical form are requested to
dematerialize their shareholding before lodging for any transfer of shares.
19. SEBI has mandated to furnish copy of Permanent Account Number (“PAN”) to the Company/ Registrar
and Share Transfer Agent of the Company (“RTA”) by the Members for registration of transmission/
transposition of shares of the Company in relation to securities market transactions and off- market/ private
transactions in physical form of listed companies. Hence, all shareholders acquiring shares in physical
form are requested to furnish a self- attested copy of PAN card alongwith their request for registration of
transmission/ transposition of shares to the Company/ RTA.
20. All the documents referred to in the accompanying Notice of the 37th AGM and the Explanatory Statement
along with the Register of Directors and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are
interested maintained under Section 189 of the Act, shall be available for inspection by the Company at
the Registered Office of the Company, during normal business hours on any working day, except Saturday,
upto the date of the Meeting.
21. Details as required in sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard
on General Meeting (SS-2) of ICSI, in respect of the Directors seeking appointment/ re-appointment at the
37th AGM, forms integral part of the Notice of the 37th AGM. Requisite declarations have been received
from the Directors for seeking appointment/ re-appointment.

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22. Members can submit questions in advance with regard to the financial statements or any other matter to
be placed at the 37th AGM, from their registered E-mail address, mentioning their name, DP ID and Client
ID /Folio Number and mobile number, to the Company’s E-mail address investor@raclgeartech.com by
15th September, 2020. Such questions by the Members shall be taken up during the meeting and replied
by the Company suitably.
23. Members, who would like to ask questions during the 37th AGM with regard to the financial statements or
any other matter to be placed at the 37th AGM, need to register themselves as a speaker by sending their
request from their registered E-mail address mentioning their name, DP ID and Client ID /Folio Number
and mobile number, to the Company’s E-mail address investor@raclgeartech.com by 15th September,
2020. Those Members who have registered themselves as a speaker shall be allowed to ask questions
during the 37th AGM, depending upon the availability of time.
24. Members holding shares in physical form, in identical order of names, in more than one folio are requested
to send to the RTA, the details of such folios together with the share certificates for consolidating their
holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite
changes.
25. E-Voting and AGM through Video Conferencing:
In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and
Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment
Rules, 2015, Regulation 44 of the Listing Regulations and SS-2 on issued by the ICSI, the Company is pleased
to provide its Members the facility to exercise their right to vote at the 37th AGM by electronic means and the
businesses may be transacted through e-Voting services provided by CDSL.
Further, in compliance with MCA Circulars, the Company provides the facility to attend the AGM through VC
and OAVM.
The instructions are as under:
(i) The shareholders need to visit the e-voting website http://www.evotingindia.com/.
(ii) Click on “Shareholders” module.
(iii)Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the
Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier e-voting of any Company, then your existing password is to be used.
(vi) If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
● Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number which is mentioned in E-mail.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
Details account or in the Company records in order to Login.
OR ● If both the details are not recorded with the Depository or Company please enter the Member ID/
Folio Number in the Dividend Bank details field as mentioned in instruction (iii).
Date of Birth DOB)

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 RACL Geartech Limited IATF 16949-2016
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(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Shareholders holding shares in Physical Form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their Login Password in the new password field. Kindly
note that this password is also to be used by the demat holders for voting on resolutions of any other
company for which they are eligible to vote, provided that the company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any other person and
take utmost care to keep your password confidential.
(ix) For shareholders holding shares in physical form, the details can be used only for remote e-Voting on
the resolutions contained in this Notice.
(x) Click on the EVSN 200814016 for “RACL Geartech Limited” on which you choose to vote.
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) After selecting the resolution on which you have decided to vote, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvi) If a demat account holder has forgotten the Login Password then enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can
be downloaded from respective Store. Please follow the instructions as prompted by the mobile app
while Remote Voting on your mobile.
Process for those Shareholders who wish to obtain Login Credentials for E-Voting for the Resolutions
Proposed in this Notice but whose E-mail Addresses are not registered with the Depositories:
a. For Physical shareholders- Kindly send an E-mail with a scanned request letter duly signed by 1st
shareholder, scan copy of front and back of one share certificate, and copy of PAN card to info@
masserv.com

b. For Demat shareholders - Kindly update your E-mail id with your Depository Participant and send
copy of Client Master to info@masserv.com
Instructions for Joining Meeting through VC:
(i) To join the meeting, the shareholders should log on to the e-voting website http://www.evotingindia.
com/ and login as explained above. After logging-in, kindly click on ‘live streaming’ tab and you will be
redirected to ‘cisco’ website.
In the “Name” field -Put your name.
In the “last name” field -Enter your Folio No. as informed in E-mail
In the “E-mail ID” field -Put your E-mail ID
In the “Event password” field -Put the password as “cdsl@1234”
Click join now button.
Event No. 200814016 will start and you will be in the AGM through Video conferencing.
You can join meeting through laptop, tablet, and desktop. In case you want to join through mobile, you need to

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download the webex meet app from the respective play store.
Pre-Requisite for Joining of Meeting through Desktop or Laptop:
System requirement:
• Windows 7, 8 or 10
• I3
• Microphone, speaker
• Internet speed minimum 700 kbps
• Date and time of computer should be current date and time
Pre-Requisite for Joining of Meeting through Mobile: Please download webex application from play store
NOTE: IT IS ADVISABLE TO LOGIN BEFOREHAND AT THE E-VOTING SYSTEM AS EXPLAINED IN THE
E-VOTING INSTRUCTIONS ABOVE, TO BE FAMILIAR WITH THE PROCEDURES, SO THAT YOU DO NOT
FACE ANY TROUBLE WHILE LOGGING-IN DURING THE AGM.
Procedure for E-Voting and Joining of Meeting through VC
(Explained using Screenshots):
i. The shareholders should log on to the e-voting website http://www.evotingindia.com/.
The screen will appear as below:

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 RACL Geartech Limited IATF 16949-2016
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ii. Press Shareholders/Members tab, after which the below screen will be appear.

iii. Enter User ID as mentioned in your invite E-mail, or read point number (iii) as given above.
Since you are a registered user, below screen will be appear. Enter your existing CDSL password in
password field.

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iv. In case you are 1st time user of CDSL e-voting system, then below screen will be appear.

v. Enter your PAN and bank detail/DOB or follow instruction as given point number (vi) above or mentioned
in invite E-mail; then below screen will be appear.

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vi. For e-Voting, press EVSN number given in EVSN column; and for joining AGM through video conferencing,
click on “Click here” tab under the live streaming column.
E-voting screen will be shown as below, where you can cast your vote and press submit button given at
the bottom of the screen.

Screen for login into Video Conferencing is shown below:

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Fill the details as:

In the “Name” field -Put your name.
In the “last name” field -Enter your Folio No. as informed in E-mail
In the “E-mail ID” field -Put your E-mail ID
In the “Event password” field -Put the password as “cdsl@1234”
Click join now button.
Event No. 200814016 will start and you will be in the AGM through Video conferencing.
You can join meeting through laptop, tablet, and desktop. In case you want to join through mobile, you need to
download the webex meet app from the respective play store.
vii. Once you click on ‘Join now’ tab, the following screen will be appear :

viii. Now, Kindly click on ‘Run a temporary application’, after which a Webex driver will get downloaded. After
downloading webex driver, run the application and you will be directed to the AGM.
General guidelines for shareholders
a. The remote e-voting facility will be available during the following voting period after which the portal will be
blocked and shall not be available for remote e-voting :

Commencement of remote e-voting Friday, 18th September, 2020

(09:00 A.M. IST)

End of remote e-voting Sunday, 20th September, 2020

(05:00 P.M. IST)

b. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch
of Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a
request at info@masserv.com. However, if he/she is already registered with CDSL for remote e-voting then
he/she can use his/her existing user ID and password for casting vote.

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c. The Board of Directors of the Company has appointed K.K. Malhotra & Co., Company Secretaries as
the Scrutinizer to scrutinize the remote e-voting process as well as polling process in a fair and transparent
manner.
d. The Scrutinizer shall, immediately after conclusion of the AGM unblock the votes cast through remote
e-voting in the presence of at least 2 (two) witnesses not in the employment of the Company and make, not
later than 3 (three) days of conclusion of the Meeting, a consolidated Scrutinizer’s Report. The Scrutinizer
shall submit his report to the Chairperson of the Company or a person authorized by him in writing.
e. The Chairperson or in his absence, a person authorized by him in writing shall declare the results after
receiving the Scrutinizer’s Report.
f. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.
raclgeartech.com and on the website of CDSL www.evotingindia.com and communicated to BSE Limited,
where the shares of the Company are listed.
g. Since the AGM of the Company is being convened through VC and OAVM and the facility of remote
e-voting is being provided to the shareholders, there shall be no voting by ballot papers.

By order of the Board of Directors

For RACL Geartech Limited

Place: Noida Shagun Bajpai
Date: 31st July, 2020 Company Secretary & Compliance Officer
ACS: 45982
B-9, Sector-3, Noida
Gautam Buddh Nagar
Uttar Pradesh- 201301

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Explanatory Statement Pursuant To Section 102 (1) of The Companies Act, 2013
ITEM NO. 03:
Pursuant to Section 139 of the Companies Act, 2013 (“Act”), M/s. Gianender & Associates, Chartered
Accountants (ICAI Firm Registration No. 004661N) were appointed for their 1st Term as the Statutory Auditors of
the Company by the Members of the Company in the 34th Annual General Meeting (“AGM”) of the Company held
on 28th September, 2017 to hold office until the conclusion of the 37th AGM. In accordance with the provisions of
the Act, the Statutory Auditors can be appointed for maximum two terms upto 5 years each. The said auditors
have completed their 1st Term of three years and can be appointed for another term. Accordingly, the Board
of Directors, based on the recommendation of the Audit Committee, propose to re-appoint M/s. Gianender
& Associates, Chartered Accountants (ICAI Firm Registration No. 004661N) as the Statutory Auditors of the
Company to conduct the Audit of the Company for a period of 5 (five) years and hold office upto the conclusion
of the 42nd AGM at a remuneration of ` 6,00,000.00 (Rupees Six Lakh only) for a financial year for statutory
audit, issue of audit reports, issue of limited review reports and service relating thereto, exclusive of out of
pocket expenses and applicable taxes.
As required under Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Gianender
& Associates, Chartered Accountants have confirmed and issued a certificate that their appointment, if made
as aforesaid, will be in accordance within the limits specified under the Act and they meet the criteria for
appointment as specified under Section 141 of the Act and they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
M/s. Gianender & Associates, Chartered Accountants, is a renowned firm with specialization in the field of
Audit, Taxation, Valuations, Foreign Exchange regulations, Financial Advisory, Corporate Compliances and
other allied areas. The firm has also been associated with some prominent names in both Public and Private
Sector. The diverse portfolio of the Auditors shall benefit the Company in its future endeavors and hence, the
Company proposes their re-appointment.
The Board of Directors, therefore, recommends the Ordinary Resolution at Item No. 03 of the Notice for approval
by the Members of the Company
None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested
in the resolution set out at Item No. 03 of this Notice.
ITEM NO. 04:
Pursuant to the provisions of Sections 149 of the Companies Act, 2013 (“Act”), an Independent Director can be
appointed for maximum 2 terms of upto 5 years each and is eligible for re-appointment for 2nd Term on passing
of a Special Resolution.
Mr. Shashank Ramesh Anikhindi was appointed as the Non- Executive Independent Director for a term of 3
years with effect from 29th September, 2017 to hold office up to 28th September, 2020. The Board of Directors
in its meeting held on 31st July, 2020, upon recommendation by the Nomination & Remuneration Committee,
proposes to re-appoint Mr. Anikhindi for a 2nd Term of 5 years, to hold office upto 28th September, 2025.
The Company has received from him all statutory disclosures / declarations, along with a declaration to the
effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act.
Mr. Anikhindi is an inspiring leader in the Indian Automobile circuit for the last 38 years and has been actively
employed with Tata Motors, Hindustan Motors, Eicher Motors, Piaggio Vehicles, Asia Motors and Force
Motors in various stints and capacities as Executive Director, President and CEO handling entire projects
apart from his core – Material Procurement. In the opinion of the Board of Directors and the Nomination &
Remuneration Committee, his appointment on the Board of the Company shall be beneficial for the Company
and its stakeholders.

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This explanatory statement may also be read and treated as disclosure in compliance with the requirements of
Section 190 of the Act.
Requisite Notice under Section 160 of the Act proposing the appointment of Mr. Anikhindi has been received by
the Company, and consent has been received from Mr. Anikhindi pursuant to Section 152 of the Act.
Accordingly, his appointment is placed for the approval of members. In compliance with the General circular
number 20/2020 issued by the MCA, this item is considered unavoidable and forms part of this Notice.
Details of Mr. Anikhindi are provided in the “Annexure” to the Notice pursuant to the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standards on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of
India.
The Board of Directors, therefore, recommends the Ordinary Resolution at Item No. 04 of the Notice for approval
by the Members of the Company
Except Mr. Anikhindi & his relatives, none of the Directors or Key Managerial Personnel of the Company or their
relatives are concerned or interested in the resolution set out at Item No. 04 of this Notice.
ITEM NO. 05:
Pursuant to the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 (“Act”), an Additional Director
is appointed by the Board of Directors (“Board”) to hold office upto the next General Meeting of the Company.
Accordingly, Mr. Jagdish Keswani was appointed as an Additional Non-Executive Independent Director of the
Company by the Board of Directors, upon the recommendation of the Nomination & Remuneration Committee
of the Company w.e.f. 11th November, 2019, subject to the approval by the Members in the General Meeting.
The Board in its meeting held on 31st July, 2020, upon the recommendation of the Nomination & Remuneration
Committee of the Company, proposes to confirm the appointment of Mr. Keswani for a period of 3 years
commencing from 11th November, 2019 upto the conclusion of the 40th Annual General Meeting of the Company.
The Company has received from him all statutory disclosures / declarations including a declaration to the effect
that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act.
In the opinion of the Board of Directors and the Nomination & Remuneration Committee, Mr. Keswani, a
Techno-commercial professional and a Strategic Planner & Implementer with an experience of over 39 years,
predominantly in the automotive sector, and shall be of great value to the Company.
After the appointment of Mr. Keswani on the Board, 5 (five) Board Meetings were held and he has attended all
Board Meetings held after his appointment as the Additional Independent Director.
This explanatory statement may also be read and treated as disclosure in compliance with the requirements of
Section 190 of the Act.
Requisite Notice under Section 160 of the Act proposing the appointment of Mr. Keswani has been received by
the Company, and consent has been received from Mr. Keswani pursuant to Section 152 of the Act.
Accordingly, the confirmation of his appointment is placed for the approval of members. In compliance with the
General circular number 20/2020 issued by the MCA, this item is considered unavoidable and forms part of this
Notice.
Details of Mr. Keswani are provided in the “Annexure” to the Notice pursuant to the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standards on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of
India.
The Board of Directors, therefore, recommends the Ordinary Resolution at Item No. 05 of the Notice for approval
by the Members of the Company.

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Except Mr. Jagdish Keswani & his relatives, none of the Directors or Key Managerial Personnel of the Company
or their relatives are concerned or interested in the resolution set out at Item No. 05 of this Notice.
ITEM NO. 06:
Pursuant to the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 (“Act”), an Additional
Director is appointed by the Board of Directors (“Board”) to hold office upto the next General Meeting of the
Company. Accordingly, Brig. H.P.S. Bedi (Retd.) was appointed as an Additional Non-Executive Independent
Director of the Company by the Board of Directors, upon the recommendation of the Nomination & Remuneration
Committee of the Company w.e.f. 29th June, 2020, subject to the approval by the Members in the General
Meeting.
The Board in its meeting held on 31st July, 2020, upon the recommendation of the Nomination & Remuneration
Committee of the Company, proposes to confirm the appointment of Brig. Bedi for a period of 3 years commencing
from 29th June, 2020 upto the conclusion of the 40th Annual General Meeting of the Company.
The Company has received from him all statutory disclosures/declarations including a declaration to the effect
that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act.
Brig. Bedi is a Senior Army Veteran with 10 years of experience as a corporate professional. He has been
associated with some prestigious projects and ventures along with being a CSR Enthusiast. In the opinion of
the Board of Directors and the Nomination & Remuneration Committee, his appointment on the Board of the
Company shall be beneficial for the Company and its stakeholders.
After the appointment of Brig. Bedi on the Board, 2 (two) Board Meetings were held and he has attended all the
Board Meetings held since his appointment as the Additional Independent Director.
This explanatory statement may also be read and treated as disclosure in compliance with the requirements of
Section 190 of the Act.
Requisite Notice under Section 160 of the Act proposing the appointment of Brig. Bedi has been received by the
Company, and consent has been received from Brig. Bedi pursuant to Section 152 of the Act.
Accordingly, his appointment is placed for the approval of members. In compliance with the General circular
number 20/2020 issued by the MCA, this item is considered unavoidable and forms part of this Notice.
Details of Brig. Bedi are provided in the “Annexure” to the Notice pursuant to the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standards on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of
India.
The Board of Directors, therefore, recommends the Special Resolution at Item No. 06 of the Notice for approval
by the Members of the Company
Except Brig. Bedi & his relatives, none of the Directors or Key Managerial Personnel of the Company or their
relatives are concerned or interested in the resolution set out at Item No. 06 of this Notice.
ITEM NO. 07:
Pursuant to the provisions of Section 94 of the Companies Act, 2013 and Rules made thereunder, the Annual
Returns, Register of Members and Index of Members is required to be kept and maintained by the Company
under Section 88 at the Registered Office of the Company.
Provided that such registers may also be kept at any other place in India in which more than one-tenth of the
total number of members entered in the register of members reside, if approved by a special resolution passed
at a general meeting of the Company.
In view of the above, it is proposed to maintain the Annual Return and Registers of the Company and other
documents of the Company at the Corporate office situated at B-9, Sector-3, Noida, Uttar Pradesh- 201301

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 RACL Geartech Limited IATF 16949-2016
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along with maintaining the same at Registered Office of the Company i.e. 15th Floor, Eros Corporate Tower,
Nehru Place, New Delhi-110019. In compliance with the General Circular number 20/2020 issued by the MCA,
this item is considered unavoidable and forms part of this Notice.
The Board of Directors, therefore, recommends the Special Resolution at Item No. 07 of the Notice for approval
by the Members of the Company
None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or
interested in the resolution set out at Item No. 07 of this Notice.
Brief Profile of the Directors seeking appointment/re-appointment in the 37th AGM in pursuance of
Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India:

PARTICULARS DETAILS OF THE DIRECTORS

Name Mr. Shashank Ramesh Mr. Jagdish Keswani Brig. H.P.S. Bedi (Retd.)
Anikhindi
Director’s Identification 07787889 02146267 05217488
Number (DIN)
Age 64 Years 61 Years 67 Years
Qualifications -Mechanical Engineering -BE Hons. (Mechanical) -Bachelor of Commerce
-Post Graduate in Industrial -Master of Business -Graduate from the Defence
Management Administration (Marketing) Services Staff College
-Master of Defence Studies
-Masters in Management Studies
Date of first appointment on 27th May, 2017 11th November, 2019 29th June, 2020
the Board
Nature of Expertise in More than 38 Years in the More than 39 years of 36 years of experience in the
Specific Functional Area Indian Automobile Circuit experience with P&L Indian Army and over 10 years
Responsibilities/ Business of experience as a Corporate
Development/ Marketing/ Professional
Operations, predominantly
in the automotive sector
List of Directorships held in -DTL India Holdings Ltd. - -
other Companies
-DTL Ancillaries Ltd.
-Veanco Automotives Private
Limited
Chairmanship/Member-ship DTL India Holdings Ltd. - -
of Committees of other
Chairperson- Audit
public Companies
Committee

Number of Shares held in - - -

the Company
Relationship between - - -
Directors inter-se
Last Salary Drawn (in `) - - -

The aforesaid Directors are Independent Directors and receive Sitting Fee for attending the Board and respective Committee
Meetings of the Company.

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BOARD REPORT
Dear Shareholders,
Your Directors are pleased to present the 37th Report of Board of Director (“Board”) on the business and
operations of RACL Geartech Limited (“Company”) together with its Audited Financial Statements for the
financial year ended 31st March, 2020.
FINANCIAL PERFORMANCE
The financial performance of the Company during the year under review is summarized below:
(` in Lakh)
Particulars For the year ended For the year ended
31st March, 2020 31st March, 2019
Revenue from Operations 21232.92 18995.12
Total Expenses 19093.70 17362.30
Finance Costs 844.22 637.59
Depreciation & Amortisation 1127.73 799.59
Profit before Tax 2190.82 1734.13
Tax Expenses:
Current Tax (558.10) (509.89)
Deferred Tax 65.25 (247.00)
Total Comprehensive Income for the Period 1636.27 943.23
Earnings Per Share (`)
1. Basic 15.33 9.34
2. Diluted 15.33 9.34

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

During the year under review, the Revenue from operations of your Company for the year ended 31st March,
2020 stood at ` 21232.92 Lakh as compared to the revenue generation of ` 18995.12 Lakh in the previous year
ended 31st March, 2019. The Company earned a Profit of ` 1636.27 Lakh, for the year ended 31st March, 2020
in comparison with the Profit of ` 943.23 Lakh earned in the previous year.
TRANSFER TO RESERVES
The Company transferred ` 1636.27 to the Reserves for the Financial Year ended 31st March, 2020.
SHARE CAPITAL
Pursuant to the Resolution passed by the Members of the Company in the Extra-Ordinary General Meeting of the
Company held on 19th June, 2019, the Company issued and allotted 5,00,000 Equity Shares of ` 10.00 each at
a Premium of ` 62.50 each to Mr. Gursharan Singh, Chairman & Managing Director of the Company on 3rd July,
2019 on Preferential basis through Private Placement, in compliance with Section 42 and 62 of the Companies
Act, 2013, (“Act”) the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI Listing
(Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) alongwith other applicable
law(s) to the extent applicable on the Company in this regard. Subsequently, the Paid-up Share Capital of the
Company increased from 1,02,81,600 Equity Shares to 1,07,81,600 Equity Shares of Face Value of ` 10.00 each.
DIVIDEND
The Board of Directors of the Company had declared and paid an Interim Dividend @ 10% i.e. Re. 1.00
per share to its Shareholders on 2nd December, 2019. Considering the growing operations of the Company
and expansion requirements, the Board of Directors considered to treat the said Interim Dividend paid by the
Company as the Final Dividend for the financial year 2019-20.

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NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 (four) meetings of the Board of Directors were held. For details of the meetings
of the Board and Board Committees, please refer to the Corporate Governance Report, which forms part of this
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the requirements of the Act and Listing Regulations, the Company, as on date, has 9 (Nine)
Directors on Board with an optimum mix of Executive, Non Executive and Independent Directors.
During the year under review, Mr. Anil Sharma whose term expired, as an Independent Director on
28th September, 2019, was appointed as the Non- Executive Non-Independent Director w.e.f. 29th September,
2019. Subsequently, Mr. Jagdish Keswani was appointed as the Additional Independent Director in compliance
with the requirements of the Listing Regulations.
During the year under review, Mr. Hitesh Kumar, Company Secretary and Compliance Officer, tendered
his resignation from his position and was relieved from his services w.e.f. closure of business hours of
28th December, 2019. Subsequently, Ms. Shagun Bajpai was appointed as the Company Secretary and
Compliance Officer w.e.f. 6th February, 2020 by the Board.
Brig. Harinder Pal Singh Bedi (Retd.) was recently added to the Board as the Additional Non-Executive
Independent Director. His appointment along with Mr. Jagdish Keswani is required to be regularized in the
ensuing Annual General Meeting (“AGM”) by the Shareholders, which is being put forth in the Notice of the
AGM for their approval.
Further, Mr. Shashank Ramesh Anikhindi, Independent Director of the Company shall complete his first term
on the Board. His re-appointment on the Board for a second term is being placed before the Shareholders for
their approval.
Mr. Raj Kumar Kapoor shall complete his second term as an Independent Director and shall retire in compliance
with Section 149 of the Act.
The details of the changes in the Board and Key Managerial Personnel that took place during the year under
review and upto the date of this Report, are provided under Corporate Governance Report which forms part of
this Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Act, and Listing Regulations.
RELATION BETWEEN DIRECTORS INTERSE
Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul Kaur, Non-Executive
Director, none of the Directors of the Company is related to the other Director or to any other employee of the
Company.
COMMITTEES OF THE BOARD OF DIRECTORS
Your Company has following Committees of Board of Directors:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee; and
5. Financial Affairs Committee.
The role and composition of these Committees, including the number of meetings held during the year under

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review and the related attendance, are provided under Corporate Governance Report which forms a part of this
Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm
that:
a. in the preparation of the annual accounts for the year under review, the applicable accounting standards
have been followed and there are no material departures.
b. they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the
Company as on 31st March, 2020 and of the Profit of the Company for the year ended 31st March, 2020.
c. they have taken proper and sufficient care for the 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 fraud and other irregularities.
d. they have prepared the annual accounts on a going concern basis.
e. they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively.
f. they have devised proper systems to ensure compliance the provisions of all applicable laws and that such
systems were adequate and operating effectively.
SUBSIDIARIES
Your Company has one subsidiary namely, RACL Geartech GmbH which was incorporated in Austria in February,
2019. The consolidated financial statements presented by the Company include the financial information of
RACL Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued
by the Institute of Chartered Accountants of India (“ICAI”).
The Company has no Joint Venture or Associate Company. There has been no material change in the nature
of the business of its subsidiary.
Pursuant to provisions of Section 129(3) of the Act, a separate statement containing the salient features of the
financial statements of the Company’s subsidiary in Form AOC-1 is attached with the financial statements of
the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate accounts in respect of RACL
Geartech GmbH, are available on the website of the Company. The Company will make these documents
available upon request made by any shareholder of the Company.
STATUTORY AUDITORS
Pursuant to Section 139 of the Act and the Rules made thereunder, M/s. Gianender & Associates, Chartered
Accounts (ICAI Firm Regn. No. 004661N) were appointed as the Statutory Auditors of the Company for a term
of 3 (three) years with effect from the conclusion of 34th (Thirty Fourth) AGM upto the conclusion of the 37th
(Thirty Seventh) AGM.
The first term of the said Statutory Auditors of the Company shall end at the conclusion of the ensuing AGM
and the Board, on the recommendation of the Audit Committee of the Company, in its meeting held on 31st July,
2020 has approved the re- appointment of M/s. Gianender & Associates, Chartered Accounts (ICAI Firm Regn.
No. 004661N) for another term of 5 (five) years and recommended the same to the Members for their approval
in the 37th AGM of the Company.
As required under Section 139 of the Act and Companies (Audit and Auditors) Rules, 2014, M/s. Gianender

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 RACL Geartech Limited IATF 16949-2016
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& Associates, Chartered Accountants have confirmed and issued a certificate that their appointment, if made
as aforesaid, will be in accordance within the limits specified under the Act and they meet the criteria for
appointment as specified under Section 141 of the Act and they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing
Regulations.
AUDITORS’ REPORT
The Auditor Report of the Statutory Auditor is given as an annexure which forms part of the Annual Report.
SECRETARIAL AUDITOR
As per Section 204 and other applicable provisions of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company appointed K. K. Malhotra & Co., Company
Secretaries, as Secretarial Auditor of the Company for the financial year 2019-20.
The Secretarial Audit Report for the financial year 2019-20 is annexed as Annexure-A and the Report does
not contain any qualification, reservation, adverse remark or disclaimer. However, the Secretarial Audit Report
refers to the matter pending with BSE Ltd. in respect of the composition of Board. The said matter arose on
account of misinterpretation of law and has been pleaded with BSE. The issue is sub-judice.
INTERNAL AUDITOR
Pursuant to provisions of Section 138 of the Act, the Board of Directors at its Meeting held on 12th February,
2019 appointed Protiviti India Member Private Limited as Internal Auditors of the Company for a Period of 3
(Three) financial years commencing from 1st April, 2019 to 31st March, 2022.
The Internal Auditors of the Company provided their reports to the Audit Committee and Board of Directors
periodically.
COST AUDIT AND MAINTENANCE OF COST RECORDS
Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate
Affairs (MCA) on 31st December, 2014, the Company is not mandatorily required to get its Cost Records for the
financial year 2019-20 audited in terms of provisions of Section 148 of the Act and maintenance of cost records
as specified by the Central Government under sub-section (1) of Section 148 of the Act, was also not required
to be maintained by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report, highlighting the performance and prospects of the Company’s
business, forms part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering
to the disclosure norms as set out by the Securities and Exchange Board of India and other Regulatory
Authorities. Your Directors re-affirm their commitment to the Corporate Governance standards to the extent they
are applicable to the Company. In compliance with Regulation 34 of Listing Regulations, a detailed Corporate
Governance Report is annexed to and forms a part of this Report.
A certificate from Mr. K. K. Malhotra, Practicing Company Secretary, regarding compliance conditions of
Corporate Governance as stipulated in Regulation 34 read with Schedule V or other applicable provisions of
the Listing Regulations has also been included in the Annual Report.
BOARD EVALUATION
In terms of the Act and the rules made thereunder and as per the applicable provisions of the Listing Regulations,
the Board of Directors, on recommendation of the Nomination and Remuneration Committee have evaluated

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the
Committees was carried out for the year ended 31st March, 2020. The evaluation of the Directors was based
on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of
their roles and responsibilities, business of the Company along with the environment and effectiveness of their
contribution.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments,
which can affect the financial position of the Company between the end of financial year i.e. 31st March, 2020
and the date of this report.
However, the Company had shut its plants and offices due to the Lockdown ordered by the Central Government
amidst the Covid-19 pandemic. They were subsequently re-opened after the Lockdown was lifted, under
Government guidelines. The Company took all necessary measures to ensure safety of the employees
and workers of the Company. All safety protocols of temperature screening, wearing of safety gears, social
distancing, sanitizing and washing hands are being adhered to very stringently.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on an arm’s length basis and are in compliance with the applicable
provisions of the Act and Listing Regulations. Pursuant to the provisions of Section 188 of the Act, read with
Rule 8 (2) of the Companies (Accounts) Rules, 2014, the details in Form AOC-2 is annexed with this Report
as Annexure- B. There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of
the Company at large. A statement of all related party transactions is presented before the Audit Committee on
a periodic basis, specifying the nature, value and terms and conditions of the transactions. The Related Party
Transactions Policy as approved by Board, on recommendation of the Audit Committee, is uploaded on the
Company’s website at www.raclgeartech.com.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an established system of internal controls. Comprehensive policies, guidelines and
procedures are laid down for all business processes. The internal control system has been designed to ensure
that financial and other records are reliable for preparing financial and other statements and for maintaining
accountability of assets. The Board of Directors of your Company is satisfied with the Internal Financial Control
process w.r.t. financial statement and other processes. Internal control environment of the Company is reliable
with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion
and Analysis Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to its stakeholders to conduct business in an economically, socially and
environmentally sustainable manner that is transparent and ethical. The Board of Directors of the Company
has constituted Corporate Social Responsibility (“CSR”) Committee in compliance with Section 135 of the
Act. The Company is committed to inclusive, sustainable development and contributing to building and
sustaining economic, social and environmental capital and to pursue CSR projects that are replicable, scalable
and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental
replenishment. The salient features of the CSR policy and initiatives taken by the Company on CSR activities
during the year under review are provided in the Annexure- C of this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of
the Company at www.raclgeartech.com.

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO AND RESEARCH & DEVELOPMENT
In accordance with the requirements of Section 134(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are annexed hereto as Annexure- D and forms a part of
this Report.
VIGIL MECHANISM
In accordance with the provisions of the Act and Listing Regulations, the Company has adopted a Whistle
Blower Policy, as part of Vigil Mechanism to provide appropriate avenues to the Directors and employees
to bring to the attention of the management any issue which is an actual or suspected fraud or perceived to
be in violation of or in conflict with the Code of Conduct of the Company. The details of the Whistle Blower
Policy are explained in the Corporate Governance Report and also available on the website of the Company at
www.raclgeartech.com.
EXTRACT OF ANNUAL RETURN
In accordance with Sections 134 of the Act, an extract of the annual return in the prescribed format is
annexed with the Annual Report as Annexure- E and is also available on the website of the Company viz.
www.raclgeartech.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given
in the Notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- F to this Report.
REMUNERATION POLICY
The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy
for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their
remuneration. The Remuneration Policy has been made available on the website of the Company i.e.
www.raclgeartech.com. This Policy of the Company acts as a guideline for determining, inter alia, qualification,
positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal
and evaluation of the performance of the Director, Key Managerial Personnel and Senior Management.
RISK MANAGEMENT
The Company has identified potential risks and required mitigation measures. Major risks identified are
systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings
of the Audit Committee of the Company. The Company has approved and adopted Risk Management Policy to
enhance control mechanism for risk evaluation and mitigation and the risk management process.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti-sexual harassment policy (i.e. Prevention of Sexual Harassment at
Workplace) and Internal Committee in line with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees
(Permanent, contractual, temporary and trainees) are covered under the aforesaid policy.
Pursuant to Regulation 34 read with Schedule V of Listing Regulations, required disclosures in relation to the

24 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in
the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s operations in future. However, BSE Limited
imposed a fine of ` 2,41,900.00 on the Company on account of composition of the Board of Directors under
Regulation 17 of the Listing Regulations (Appointment of Independent Director). The Company had pleaded
against the levied penalty and the matter is sub-judice.
ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND-AS)
In accordance with the Guidelines issued by MCA and SEBI vide circular CIR/CFD/FAC/62/2016 dated
5th July, 2016, the Company is mandatorily preparing its financial statements along with the financial results in
accordance with IND-AS as notified by the MCA.
HEALTH, SAFETY AND ENVIRONMENT
The absolute respect of Environment, Health and Safety (EHS) is on the top priority of RACL Geartech Limited.
RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people
working for the Company. Your Company is working hard to reduce the number of accidents to Zero. The
Company encourages and ensures not only its employees but also its subcontractors working on Company’s
plants as well as its suppliers for complying with occupational health and safety measures.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company considers people as its biggest assets and “Believing in People” is at the heart of its human
resource strategy. Lot of efforts are put in for talent management, strong performance management, learning
and training initiatives in order to ensure that your Company consistently develops inspiring strong and credible
leadership. During the year under review, your Company continued to have cordial relationship with all its
employees and maintained healthy, cordial and harmonious industrial relations at all levels.
GENERAL DISCLOSURES
During the year under review your Directors state that the disclosure or reporting is required in respect of the
following items:
1. Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
2. Company has not issued any shares with differential rights, sweat equity shares, ESOS etc. to employees
of the Company or to others under any scheme.
3. Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the Balance Sheet.
4. There has been no change in the nature of business of the Company during the financial year 2019-20.
5. Unclaimed Shares: As on 31st March, 2020 the Company does not have any unclaimed shares.
6. The annual listing fee for the year under review has been paid to the stock exchange i.e. BSE Limited,
where your Company’s shares are listed.
7. During the year under review there was no fraud in the company which was reportable to the Central
Government and there was no fraud reported by the Auditors to the Company under sub-section (12) of
Section 143 or other applicable provisions of the Act.
ACKNOWLEDGMENTS
Your Directors take this opportunity to thank the Customers, Employees, Financial Institutions, Banks, Central

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

and State Government Authorities, Regulatory Authorities, Stock Exchanges and all the various stakeholders
for their continued co-operation and support to the Company who all made our consistent growth possible.
Your Directors also wish to record their appreciation for the continued co-operation and support extended by the
governments of various countries where we have our operations.

For and on behalf of the Board of Directors

For RACL Geartech Limited

Place: Noida Gursharan Singh
Date: 31st July, 2020 Chairman and Managing Director
DIN: 00057602

26 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE- A TO THE BOARD REPORT

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March, 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014] and Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

To,
The Members,
RACL Geartech Limited
15th Floor, Eros Corporate Tower, Nehru Place, New Delhi -110019
CIN: L34300DL1983PLC016136

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by RACL Geartech Limited (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the
Company has, during the audit period ended on 31st March, 2020, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by
RACL Geartech Limited for the period ended on 31st March, 2020 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made there under;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under.
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-
a.The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
We further report that with respect to the compliance of the below mentioned laws, we have relied on the
compliance system prevailing in the Company and on the basis of representation received from the management:-

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

I. The Employees State Insurance Act, 1948

II. Employees Provident Fund and Miscellaneous Provisions Act, 1952.
III. Environment Protection Act, 1986 and other environmental Laws.
IV. Air (Prevention and Control of Pollution) Act, 1981.
V. Factories Act, 1948.
VI. Industrial Dispute Act, 1947.
VII. Payment of Wages Act, 1936 and other applicable labour laws.
VIII. The Micro, Small and Medium Enterprise Development Act, (MSMED)2006
IX. Other laws as applicable to the Company other than taxation laws.
We have also examined compliance with the applicable clauses/provisions of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India have been followed by the
Company.
ii. SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Listing agreement
entered by the Company with the Stock Exchange i.e. BSE Limited.
During the period under review the Company has complied with the provisions of the applicable Acts, Rules,
Regulations, Guidelines, Standards, SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 etc.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the applicable
Act(s) or Regulation(s), if any.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent in advance as per the Provisions of the applicable act(s) and standard(s) and a system exists for
seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were
unanimous and no dissenting views has been recorded.
We Further Report that during the Audit Period:
a. The Company has issued and allotted 5,00,000 Equity Shares of the face value of `10/- each on Preferential
allotment basis through Private Placement on 3rd July 2019, at a Price of ` 72.50/- (Including a premium
of ` 62.50/-) per Equity Share to Mr. Gursharan Singh, Chairman & Managing Director of the Company,
as per provision of Section 42 and 62 of the Companies Act, 2013, The Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or as amended from time to time,
SEBI (Listing Obligations and Disclosure Requirements) 2015 and any other act(s) or regulation(s), if any
to the extent applicable on the Company in this regard are complied with.
b. RACL Geartech Limited had incorporated its wholly owned subsidiary company i.e. RACL Geartech GmbH
at Austria on 28.02.2019. The Company started its operations in the subsidiary company in the 2nd quarter
of the financial year ended 31.03.2020 by hosting an inaugural ceremony on 12th July, 2019.
c. During the year under review, there were changes in the composition of the Board due to retirement of one
independent director and appointment of another independent director for the vacancy created. Though

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

the Company had complied with the provisions SEBI (LODR) Regulations, 2015, the Stock Exchange
had some reservations on the compliances done by the Company and hence it imposed a penalty on
the Company under Regulation 17(1) of SEBI (LODR) Regulation, 2015. Representations were made by
the Company to the Stock Exchange and it reduced the penalty amount to ` 2,41,900 (2,05,000 + GST
36900). The Company further submitted their representations to the Stock Exchange explaining their stand
and pleaded that they had complied with all requirements as applicable as per their interpretation of law
and non-compliance, if any, was unintentional and inadvertent and requested to waive off the penalty
completely. As per the information provided by the management, as on the date of submission of this
report, the matter is sub-judice.
We further report that there are adequate systems and processes in the company commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.

Place: New Delhi For K.K. Malhotra & Co.

Date: 23rd June, 2020 Company Secretaries

K.K. Malhotra (Proprietor)

FCS No. 1410, C.P No. 446
UDIN:-F001410B000368854

Note: This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an
integral part of this report.

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE- A

To,
The Members,
RACL Geartech Limited
15th Floor, Eros Corporate Tower, Nehru Place, New Delhi -110019
CIN: L34300DL1983PLC016136

Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of
the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules
and regulation and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is
the responsibility of management. Our examination was limited to the verification of procedures on test
basis.
6. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the
efficacy of effectiveness with which the management has conducted the affairs of the Company.

Place: New Delhi For K.K. Malhotra & Co.

Date: 23rd June, 2020 Company Secretaries

K.K. Malhotra (Proprietor)

FCS No. 1410, C.P No. 446
UDIN:-F001410B000368854

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEUXRE- B TO THE BOARD REPORT

FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transaction
under third proviso is given below:
1. Details of contracts or arrangements or transactions not at Arm’s length basis :
The Company has not entered into any contract/arrangement/transaction with its related parties which are
not in ordinary course of business not at arm’s length during the financial year ended 31st March, 2020.
The Company has laid down policies and processes/procedures so as to ensure compliance to the subject
section in the Companies Act, 2013 and the corresponding Rules.
S. No Particulars Details
a) Names (s) of the related party & nature of relationship NA
b) Nature of contracts/arrangements/transaction NA
c) Duration of the contracts/arrangements /transaction NA
d) Salient terms of the contracts or arrangements or transaction including the value, if any NA
e) Justification for entering into such contracts or arrangements or transactions NA
f) Date of approval by the Board NA
g) Amount paid as advances, if any NA
h) Date on which the special resolution was passed in General meeting as required Nil under first NA
proviso to Section 188

2. Details of material contracts or arrangements or transactions at Arm’s Length basis:

The Company has not entered into any material contract/arrangement/transaction with its related parties.
S. No Particulars Details
a) Name (s) of the related party and nature of relationship NA
b) Nature of contracts/arrangements/transactions NA
c) Duration of the contracts/arrangements/transactions NA
d) Salient terms of the contracts or arrangements or transactions including the value, if any NA
e) Date of approval by the Board NA
f) Amount paid as advances, if any NA

For RACL Geartech Limited

Gursharan Singh
Chairman and Managing Director
DIN: 00057602
Place: Noida
Date: 31st July, 2020

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE- C TO THE BOARD REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES FOR THE YEAR
ENDED 31ST MARCH, 2020
1. Brief Outline of the Company’s CSR Policy, including overview of projects or programmes
undertaken
The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance with Section 135 of the
Companies Act, 2013 and is available on the Website of the Company at www.raclgeartech.com.
2. Composition of CSR Committee: The CSR Committee was re-constituted by the Board of Directors
in its meeting held on 31st July, 2020 in the following manner:
1) Mr. Raj Kumar Kapoor- Chairperson
2) Mrs. Narinder Paul Kaur- Member
3) Mr. Anil Sharma- Member
4) Brig. Harinder Pal Singh Bedi- Member
3. Average net profit of the Company for last three financial years for the purpose of computation of
CSR: ` 914.63 Lakh
4. Prescribed CSR expenditure: ` 18.29 Lakh
5. Details of the Expenditure on CSR during the financial year 2019-20 (Upto the date of the Report):
a) Total amount proposed to be spent for the financial year : ` 26.96 Lakhs (` 18.29 attributed to F.Y.
2019-20 and unspent amount of ` 8.67 of F.Y. 2018-19)
b) Total amount spent on CSR: ` 24.64 Lakhs
c) Amount unspent, if any : ` 2.32 Lakhs
6. Manner in which the amount spent during the financial year is detailed below:
(Amount in Lakhs)

1 2 3 4 5 6 7 8
S. CSR project Sector in which Projects or Amount outlay Amount spent Cumulative Amount Spent
No. or activity the project is programmes (1) (budget project or on the project or expenditure up direct or through
identified covered Local area or other Programme wise programme, Sub to the reporting implementing
(2) Specify the Heads; (1) Direct period agency
state and district expenditure on projects
where projects or programmes
(2)Overheads
or programs was
undertaken
1. Promoting Clause(ii) of Noida & Gajraula - 16.71 - Direct
Education Schedule VII

2. Eradication of Clause(i) of Noida & Gajraula - 1.83 - Direct

Hunger and Schedule VII
Poverty
3. Women Clause(iii) of Noida & Gajraula - 2.88 - Direct
Empowerment Schedule VII
4. Sanitation Clause(i) of Noida & Gajraula - 0.96 - Direct
Schedule VII
5. Covid Relief & Clause(viii) & (i) Delhi - 2.25 - Direct
Medical Aid of Schedule VII
TOTAL 24.64

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 RACL Geartech Limited IATF 16949-2016
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7. In case the Company has failed to spend the two per cent of the average net profit of the last three
financial year or any part thereof, the Company shall provide the reason for not spending the
amount in the Board Report :
The projects undertaken under Point No. 6 are ongoing projects of the Company and are carried out on a
regular basis. The unspent amount of ` 2.32 Lakh of financial year 2019-20 will be incurred in the current
financial year 2020-21 for the aforesaid projects.
8. Responsibility Statement: The CSR committee confirms that the implementation and monitoring of the
CSR activities of the Company are in compliance with the CSR objectives and the CSR policy of the
Company. Proper monitoring and review mechanism is in place and is led by the Chairman of the CSR
Committee, who is an Independent Director.

Place: Noida
Date: 31st July, 2020

Gursharan Singh Raj Kumar Kapoor

Chairman & Managing Director Chairperson of CSR Committee
DIN: 00057602 DIN: 00110338

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 RACL Geartech Limited IATF 16949-2016
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ANNEXURE- D TO THE BOARD REPORT

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required
to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014
are provided hereunder:
A. CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy:-
Compressed air consumes a lot of energy. Hence, we worked on air leakages and monitored consumption at
many locations. By stopping leakages, we saved ` 5,17,322/- in plant. This is a regular exercise & improvement
will continue in future too.
(ii) Steps taken by the Company for utilizing alternate sources of energy :-
a) The Company used flood lights (HPMV lights) at different locations of the plant, which consumed high
energy. So, these lights were replaced by LED lights to get better illumination & also high cost saving.
By, this method, we saved almost ` 6.00 Lakh in 2019-20.
b) In our Heat Treatment shop, we were using low efficiency burners in our very old furnaces & hence fuel
(LPG) consumption was very high. Now, in 2019-20, we modified one of our old furnace & replaced
low efficient burners (40% Efficiency) by highly efficiency burners (85% efficiency), which resulted into
a major saving of ` 36.65 lakh per year.
(iii) Capital Investment on energy conservation equipments:-
a) Air consumption monitoring system = ` 0.25 lakh
b) Purchase of LED lights = ` 6.46 lakh
c) Modification of furnace = ` 60.00 lakh
B. TECHNOLOGY ABSORPTION, ADAPTATION, INNOVATION, BENEFITS AND FUTURE PLANS OF
ACTIONS
(i) The efforts made towards technology absorption;
a) Dry & wet hobbing machines from Mitsubishi, procured in 2019-20 have increased productivity, quality
level, environmental conditions (oil free floor) and almost zero break downs.
b) Laser cutting machine has reduced our slot/window cycle time substantially against our old technology
of VMC machines.
c) Highly efficient burner replacement in sealed quench furnace has resulted into high energy saving.
d) High speed production & very high quality through CBN Double Spindle Grinding technology from
Germany.
e) High speed gear shaping machine from Samputensili, Italy, which can be programmed for any helix
angle without any need of mechanical guide.
f) Automatic gear roll testing machine, procured from Calibro Measure, Aurangabad, provides error
proofing & automatic NG product identification i.e. no flow of bad part to customers.
(ii) The benefits derived like product improvement, cost reduction, product development or import
substitution;
a) Substantial saving is being observed by replacing imported toolings (fixtures, etc.) by producing in-
house in our tool room.
b) Pneumatic clamping fixtures have been developed in-house by our tool room against old manual
clamping of fixtures, which saved cycle time as well as provided mistake proofing for rejections.
c) Receiver gauges, which were procured externally with high cost, are being manufactured in-house
through in-house VMC machines.

34 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

(iii) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)-
(a) the details of technology imported:
i) CBN Double Spindle Grinding Machine from Junker, Germany
ii) Samputensili Helical Shaper from Italy
iii) Laser Cutting Machine From China
(b) The year of import: 2019
(c) Whether the technology been fully absorbed: YES
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N/A
(iv) The expenditure incurred on Research and Development. :- N/A
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earned in terms of actual inflows during the year and Foreign Exchange Outgo during the
year in terms of actual outflows:

Particulars Amount (` in Lakh)

Foreign Exchange Earnings 14237.49
Foreign Exchange Outgo 1608.59

For RACL Geartech Limited

Gursharan Singh
Chairman and Managing Director
DIN: 00057602
Place: Noida
Date: 31st July, 2020

37th Annual Report 2019-20 | 35

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE- E TO THE BOARD REPORT

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L34300DL1983PLC016136
ii) Registration Date : July 14, 1983
iii) Name of the Company : RACL Geartech Limited
iv) Category / Sub-Category of the Company : Public Company Limited by Shares/
Indian Non-Government company
v) Address of the Registered office and contact details : 15th Floor, Eros Corporate Tower, Nehru Place, New Delhi
– 110 019, India
Phone: +91-11-66155129
vi) Whether listed company Yes / No : Yes
vii) Name, Address and Contact details of Registrar and : MAS Services Limited
Transfer Agent, if any T-34, 2nd Floor, Okhla Industrial Area – II,
New Delhi -110020
Phone: +91-11-26387281-82-83
Fax: +91-11-26387384

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

S. No. Name and Description of main NIC Code of the Product % to total turnover of the
products / services Company
1. Automotive Gears and Components Group 293 - Manufacture of parts and 100.00%
accessories for motor vehicles

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

S. No. Name and Address of the CIN/GLN * Holding/ Subsidiary/ % of shares Applicable
Company Associate Company held Section
1 RACL Geartech GmbH, - Wholly Owned Subsidiary 100% 2(87)(ii)
Austria

36 | 37th Annual Report 2019-20

 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
(1 April 2019) (31 March 2020) during the
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares Shares
A. Promoters
(1) Indian
a)Individual/ HUF 3710916 0 3710916 36.09 4194128 0 4194128 38.90 2.81
b) Central Govt. or State 0 0 0 0.00 0 0 0 0.00 0.00
Govt(s).
RACL Geartech Limited

c) Bodies Corporate 37137 0 37137 0.36 37137 0 37137 0.34 -0.02

d) Banks / FI 1503300 0 1503300 14.62 1503300 0 1503300 13.94 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A) (1) 5251353 0 5251353 51.07 5734565 0 5734565 53.18 2.79
(2) Foreign
a) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of 5251353 0 5251353 51.07 5734565 0 5734565 53.18 2.79
Promoter (A) = (A)(1) + (A)
(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks /FI 500 0 500 0.01 500 0 500 0.01 0.00
c) Central Govt. or State 0 0 0 0.00 0 0 0 0.00 0.00
Govt(s).
d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
f) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

37th Annual Report 2019-20 | 37

IATF 518901-000
IATF 16949-2016
 Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
(1 April 2019) (31 March 2020) during the
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares Shares
g) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Funds
h) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B) (1) 500 - 500 0.01 500 - 500 0.01 -
2. Non-institutions
a) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

38 | 37th Annual Report 2019-20

(i) Indian 206059 7601 213660 2.08 287732 7601 295333 2.74 0.66
RACL Geartech Limited

(ii) Overseas 0 1000000 1000000 9.73 870000 0 870000 8.07 0.00

b)Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(i) Individual shareholders 2127623 613390 2741013 26.65 2439380 595790 3035170 28.15 1.50
holding nominal share
capital upto Rs. 2 Lakhs
(ii) Individual shareholders 920673 0 920673 8.95 648232 4000 652232 6.05 -2.90
holding nominal share
capital in excess of Rs. 2
Lakhs
c) Others (specify)
(c-i) Public Trusts 300 0 300 0.01 300 0 300 0.00 -0.01
(c-ii) NRI/OCB's 75979 21600 97579 0.95 117056 21600 138656 1.29 0.34
(c-iii) Clearing members 56522 0 56522 0.55 54844 0 54844 0.51 -0.04
Sub Total (B) (2) 3387156 1642591 5029747 48.92 4417544 628991 5046535 46.81 -2.11
Total Public Shareholding 3387656 1642591 5030247 48.93 4418044 628991 5047035 46.82 -2.11
(B)= (B)(1) + (B)(2)
C. Shares held by 0 0 0 0.00 0 0 0 0.00 0.00
Custodian for GDRs &
ADRs
Grand Total A+B+C 8639009 1642591 10281600 100.00 10152609 628991 10781600 100.00 0.00
IATF 518901-000
IATF 16949-2016
 (ii) Shareholding of Promoters

S. No. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % of change in
(As on 1 April 2019) (As on 31 March 2020) shareholding
No. of %of Total % of shares No. of Shares %of Total % of shares during the year
Shares shares of the pledged/ shares of the pledged/
company encumbered to company encumbered to
total shares total shares
1 Gursharan Singh 3429097 33.35 14.58 3929097 36.44 0.00 3.09
2 The Pradeshiya Industrial 1503300 14.62 0.00 1503300 13.94 0.00
and Investment Corporation
of U.P. Ltd.
3 Dev Raj Arya 225369 2.19 0.00 236273 2.19 0.00 0.00
RACL Geartech Limited

4 Aadhar Infosystems Private 37137 0.36 0.00 37137 0.34 0.00 -0.02
Limited
5 Narinder Paul Kaur 19794 0.19 0.00 21794 0.20 0.00 0.01
6 Raj Arya 33036 0.32 0.00 6964 0.06 0.00 -0.26
7 Prabh Mehar Singh 3620 0.04 0.00 0 0.00 0.00 -0.04
Total 5251353 51.07 14.58 5734565 53.17 0.00 2.10

(iii) Change in Promoters’ Shareholding

S. Shareholder’s Name Shareholding at the Date-wise increase decrease during the year Cumulative shareholding during
No. beginning of the year the year
(1 April 2019)
No. of Shares % of Total Date Increase/ Reason No. of % of Total Shares
shares of the decrease during Shares of the Company
company the year
1 GURSHARAN SINGH
At the beginning of the year 3429097 33.35 3/7/2019 500000 Preferential 3929097 36.44
Allotment
At the end of the year 3929097 36.44
2 NARINDER PAUL KAUR
At the beginning of the year 19794 0.19 18/03/2020 2000 Transfer 21794 0.20
At the end of the year 21794 0.20

37th Annual Report 2019-20 | 39

IATF 518901-000
IATF 16949-2016
 S. Shareholder’s Name Shareholding at the Date-wise increase decrease during the year Cumulative shareholding during
No. beginning of the year the year
(1 April 2019)
No. of Shares % of Total Date Increase/ Reason No. of % of Total Shares
shares of the decrease during Shares of the Company
company the year
3 DEV RAJ ARYA
At the beginning of the year 225369 2.19 7/6/2019 6904 Transfer 232273 2.15
30/09/2019 4000 Transfer 236273 2.19
20/03/2020 -2000 Transfer 234273 2.17
27/03/2020 2000 Transfer 236273 2.19

40 | 37th Annual Report 2019-20

RACL Geartech Limited

At the end of the year 236273 2.19

4 RAJ ARYA
At the beginning of the year 33036 0.32 05/04/2019 -2000 Transfer 31036 0.29
12/7/2019 -15595 Transfer 15441 0.14
30/09/2019 3826 Transfer 19267 0.18
22/11/2019 -1000 Transfer 18267 0.17
29/11/2019 -1077 Transfer 17190 0.16
06/12/2019 -4900 Transfer 12290 0.11
20/12/2019 -8122 Transfer 4168 0.04
27/12/2019 -3000 Transfer 1168 0.01
31/12/2019 -410 Transfer 758 0.01
6/3/2020 -5 Transfer 753 0.01
13/03/2020 6000 Transfer 6753 0.06
27/03/2020 211 Transfer 6964 0.06
At the end of the year 6964 0.06

5 PRABH MEHAR SINGH

At the beginning of the year 3620 0.04 8/12/2019 3620 Transfer
At the end of the year 0 0.00
IATF 518901-000
IATF 16949-2016
 (iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
1. MIDDLEWARE DEVELOPMENT LIMITED
At the beginning of the year 1000000 9.73 22/11/2019 -2000 Sale 998000 9.26
RACL Geartech Limited

06/12/2019 -1001 Sale 996999 9.25

20/12/2019 -82518 Sale 914481 8.48
27/12/2019 -44481 Sale 870000 8.07
At the end of the year 870000 8.07

2 RAJ KUMAR LOHIA

At the beginning of the year 192982 1.88 14/06/2019 -3115 Sale 189867 1.85
16/08/2019 -15000 Sale 174867 1.62
15/11/2019 -1956 Sale 172911 1.60
22/11/2019 -5155 Sale 167756 1.56
31/12/2019 -2000 Sale 165756 1.54
30/01/2020 -2760 Sale 162996 1.51
At the end of the year 162996 1.51

37th Annual Report 2019-20 | 41

IATF 518901-000
IATF 16949-2016
 S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
3 SATYA PRAKASH MITTAL
At the beginning of the year 94869 2.95 05/04/2019 458 Purchase 95327 0.92

42 | 37th Annual Report 2019-20

12/04/2019 152 Purchase 95479 0.93
RACL Geartech Limited

19/04/2019 2335 Purchase 97814 0.95

26/04/2019 1134 Purchase 98948 0.96
10/05/2019 1052 Purchase 100000 0.97
28/06/2019 15 Purchase 100015 0.97
16/08/2019 15 Purchase 100030 0.93
20/09/2019 9832 Purchase 109862 1.02
27/09/2019 89 Purchase 109951 1.02
04/10/2019 -203 Sale 109748 1.02
18/10/2019 252 Purchase 110000 1.02
25/10/2019 834 Purchase 110834 1.03
01/11/2019 153 Purchase 110987 1.03
15/11/2019 150 Purchase 111137 1.03
31/12/2019 65 Purchase 111202 1.03
07/02/2020 -163 Sale 111039 1.03
20/03/2020 88 Purchase 111127 1.03
At the end of the year 111127 1.03
IATF 518901-000
IATF 16949-2016
 S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
4 OPENXCELL TECHNOLABS PVT LTD
At the beginning of the year 0 0.00 05/04/2019 23249 Purchase 23249 0.23
12/04/2019 29158 Purchase 52407 0.51
RACL Geartech Limited

26/04/2019 4000 Purchase 56407 0.55

03/05/2019 2000 Purchase 58407 0.57
10/05/2019 10635 Purchase 69042 0.67
31/05/2019 5000 Purchase 74042 0.72
21/06/2019 3617 Purchase 77659 0.76
28/06/2019 5600 Purchase 83259 0.81
24/01/2020 5598 Purchase 88857 0.82
31/03/2020 -69 Sale 88788 0.82
At the end of the year 88788 0.82

37th Annual Report 2019-20 | 43

IATF 518901-000
IATF 16949-2016
 S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
5 AYUSH MITTAL
At the beginning of the year 24080 0.23 10/05/2019 10468 Purchase 34548 0.34

44 | 37th Annual Report 2019-20

17/05/2019 1205 Purchase 35753 0.35
RACL Geartech Limited

24/05/2019 9219 Purchase 44972 0.44

31/05/2019 1210 Purchase 46182 0.45
21/06/2019 2692 Purchase 48874 0.48
16/08/2019 40 Purchase 48914 0.45
18/10/2019 150 Purchase 49064 0.46
25/10/2019 1810 Purchase 50874 0.47
01/11/2019 3442 Purchase 54316 0.50
08/11/2019 3000 Purchase 57316 0.53
15/11/2019 6633 Purchase 63949 0.59
22/11/2019 800 Purchase 64749 0.60
25/11/2019 400 Purchase 65149 0.60
06/12/2019 100 Purchase 65249 0.61
20/12/2019 3601 Purchase 68850 0.64
27/12/2019 -3627 Sale 65223 0.60
31/12/2019 -2322 Sale 62901 0.58
24/01/2020 800 Purchase 63701 0.59
31/01/2020 -500 Sale 63201 0.59
07/02/2020 -1190 Sale 62011 0.58
06/03/2020 646 Purchase 62657 0.58
13/03/2020 -3514 Sale 59143 0.55
27/03/2020 2118 Purchase 61261 0.57
At the end of the year 61261 0.57
IATF 518901-000
IATF 16949-2016
 S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
6 ASHVINDER CHOWDHARY
At the beginning of the year 0 0.00 20/03/2020 6790 Purchase 6790 0.06
27/03/2020 32926 Purchase 39716 0.37
RACL Geartech Limited

31/03/2020 7933 Purchase 47649 0.44

At the end of the year 47649 0.44

7 UDAY VASANTLAL MERCHANT

At the beginning of the year 10000 0.10 28/02/2020 30000 Purchase 40000 0.37
At the end of the year 40000 0.37

8 MARFATIA STOCK BROKING PVT LTD

At the beginning of the year 0 0.00 17/01/2020 1000 Purchase 1000 0.01
24/01/2020 5265 Purchase 6265 0.06
31/01/2020 235 Purchase 6500 0.06
07/02/2020 6931 Purchase 13431 0.12
14/02/2020 10559 Purchase 23990 0.22
21/02/2020 1500 Purchase 25490 0.24
06/03/2020 7040 Purchase 32530 0.30
20/03/2020 2000 Purchase 34530 0.32
27/03/2020 2000 Purchase 36530 0.34
At the end of the year 36530 0.34

37th Annual Report 2019-20 | 45

IATF 518901-000
IATF 16949-2016
 S. For Each of the Top 10 Shareholders Shareholding at the Date-wise increase decrease during the year Cumulative
No. beginning of the year Shareholding
(1 April 2019) during the year
(1 April 2019 to 31
March 2020)
No. of % of total Date Increase/ Reason No. of % of total
Shares shares Shares shares
decrease during
of the of the
the year
company company
9 ANSHUL SHARMA
At the beginning of the year 16700 0.16 23/08/2019 -10 Sale 16690 0.15

46 | 37th Annual Report 2019-20

06/09/2019 16802 Purchase 33492 0.31
RACL Geartech Limited

30/09/2019 112 Purchase 33604 0.31

At the end of the year 33604 0.31

10 OM PRAKASH CHUGH
At the beginning of the year 37660 0.37 07/02/2020 5000 Sale 32660 0.30
At the end of the year 32660 0.30
IATF 518901-000
IATF 16949-2016
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

(V) Shareholding of Directors and Key Managerial Personnel:

S. Shareholding at the Date-wise increase decrease during Cumulative
No. beginning of the the year Shareholding
year during the year
(1 April 2019) (1 April 2019 to
31 March 2020)
For Each of the Directors No. of % of total Date Increase/ Reason No. of % of total
and KMP Shares shares decrease Shares shares
of the during the of the
company year company
1 Mr. Gursharan Singh
At the beginning of the 3429097 33.35 03.07.2019 50000 Preferential 3929097 36.44
year Allotment
At the end of the year 3929097 36.44

2 Mr. Dev Raj Arya

At the beginning of the 225369 2.19 7/6/2019 6904 Transfer 232273 2.15
year
30/09/2019 4000 Transfer 236273 2.19
20/03/2020 -2000 Transfer 234273 2.17
27/03/2020 2000 Transfer 236273 2.19
At the end of the year 236273 2.19

3 Mrs. Narinder Paul Kaur

At the beginning of the 19794 0.19 18/03/2020 2000 Transfer 21794 0.2
year
At the end of the year 21794 0.2

4 Mr. Anil Sharma

At the beginning of the 15000 0.15
year - - -
At the end of the year 15000 0.14

5 Mr. Rakesh Kapoor

At the beginning of the 0 0.00
year - - -
At the end of the year 500 0.00
Except the above mentioned Shareholding, there is no shareholding of Directors and Key Managerial Personnel.
* Mr. Dev Raj Arya is also joint holder in demat account with Mrs. Raj Arya, details of the same provided in the above mentioned point
no. (ii) i.e. shareholding of promoters

37th Annual Report 2019-20 | 47

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

V. INDEBTEDNESS
Indebtedness of the Companty including Interest Outstanding/Accrued but not due for Payment as on
31 March, 2020

(` in Lakhs)
PARTICULARS SECURED UNSECURED LOAN DEPOSITS TOTAL
LOAN INDEBTEDNESS
Indebtedness at the beginning of the year
i) PRINCIPAL AMOUNT 3,363.24 928.85 - 4,292.09
ii) INTEREST DUE BUT NOT PAID - - - -
iii) INTEREST ACCRUED BUT NOT DUE 0.32 0.31 - 0.63
TOTAL (I+II+III) 3,363.56 929.16 - 4,292.72
Change in indebtedness during the
financial year
ADDITIONS 1,166.38 - - 1,166.38
REDUCTION 840.47 150.68 - 991.15
NET CHANGE 325.91 (150.68) - 175.23
Indebtedness at the end of the year
i) PRINCIPAL AMOUNT 3,689.15 778.17 - 4,467.32
ii) INTEREST DUE BUT NOT PAID
iii) INTEREST ACCRUED BUT NOT DUE 10.22 4.25 14.47
TOTAL (I+II+III) 3,699.37 782.42 - 4,481.79

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in Lakhs)
S. Particulars of Remuneration Mr. Gursharan Singh Mr. Dev Raj Arya Total Amount
No. Chairman & Managing Whole-Time Director &
Director CFO
1 Gross salary
(a) Salary as per provisions contained in 102.80 56.93 159.73
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax 4.00 2.50 6.50
Act, 1961 LTA
(c) Profits in lieu of salary under section - - -
17(3) Income-tax Act, 1961
2 Stock option - - -
3 Sweat Equity - - -
4 Commission*
-as% of profit 34.95 - 34.95
-others 0.21 0.21
5 Others- Provident Fund 0.21 0.21 0.42
Total A 142.17 59.64 168.87
* Overall ceiling as per Act is not applicable

48 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

B. Remuneration to other Directors

(` in Lakhs)
S. Particulars of Remuneration Name of the Directors Total
No. Amount
A Independent Directors Mr. Raj Kumar Mr. Rakesh Mr. Shashank Mr. Jagdish
Kapoor Kapoor Ramesh Anikhindi Keswani
Fee for attending Board/ 0.95 3.16 2.45 0.60 7.16
Committee meetings
Commission - - - - -
Others - - - - -
Total (A) 0.95 3.16 2.45 0.60 7.16

B Other Non Executives Mrs. Narinder Paul Kaur #Mr. Anil Sharma
Directors
Fee for attending Board/ 1.15 1.80 2.95
Committee meetings
Commission - -
Others 18.00 9.10 27.10
Total (B) 19.15 10.90 30.05
Total Managerial Remuneration (A+B) 37.21
#Mr. Anil Sharma was redesignated as Non- Executive Non- Independent Director w.e.f. 29.09.2019

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` in Lakhs)
S. Particulars of Remuneration Key Managerial Personnel
No.
*Mr. Hitesh Kumar **Ms. Shagun Bajpai Total Amount
Company Secretary Company Secretary
1 Gross salary
(a) Salary as per provisions contained in 5.79 1.48 7.27
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax 0.11 - 0.11
Act, 1961 LTA
(c) Profits in lieu of salary under section - - -
17(3) Income-tax Act, 1961
2 Stock option - - -
3 Sweat Equity - - -
4 Commission
-as% of profit - - -
-others, specify.
5 Others- Provident Fund 0.16 0.04 0.20
Total A 6.06 1.52 7.58
*Mr. Hitesh Kumar resigned as the Company Secretary w.e.f. 28.12.2019
**Ms. Shagun Bajpai was appointed as the Company Secretary w.e.f. 06.02.2020

37th Annual Report 2019-20 | 49

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Type Section of the Brief Details of Penalty/ Authority (RD/NCLT/ Appeal made
Companies Act Description Punishment/ Compounding COURT) if any (give
Fees imposed details)
A. COMPANY
Penalty
NIL
Punishment
Compounding
B. DIRECTORS
Penalty
NIL
Punishment
Compounding
C. OTHER
OFFICERS
IN DEFAULT
NIL
Penalty
Punishment
Compounding

For RACL Geartech Limited

Gursharan Singh
Chairman and Managing Director
DIN: 00057602
Place: Noida
Date: 31st July, 2020

50 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE- F TO THE DIRECTORS’ REPORT

A. The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as
under:
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the year ended 31st March, 2020:

S. Name of the Directors Designation Remuneration Paid Ratio % increase in

No. during year ended remuneration for the
31st March, 2020 financial year ended
(` In Lakhs) 31st March, 2020
1 Mr. Gursharan Singh Chairman & Managing Director 14217604 44.32 N.A.
2 Mr. Dev Raj Arya Whole-time Director & CFO 5964603 18.59 N.A.
3 Mrs. Narinder Paul Kaur Non- executive 1915000 5.97 35.81
Non- Independent Director
4 Mr. Anil Sharma Non- executive 1090000 3.39 560.60
Non- Independent Director
5 Mr. Raj Kumar Kapoor Independent Director 95000 0.29 26.66
6 Mr. Rakesh Kapoor Independent Director 316000 0.98 N.A.
7 Mr. Shashank Ramesh Independent Director 245000 0.76 63.33
Anikhindi
8 1
Mr. Jagdish Keswani Independent Director 60000 0.18 N.A.
9 2
Mr. Hitesh Kumar Company Secretary 606258 N.A. 10.59
10 3
Ms. Shagun Bajpai Company Secretary 152000 N.A. N.A.
1
Mr. Jagdish Keswani was appointed as Additional Independent Director w.e.f. 11.11.2019
2
Mr. Hitesh Kumar resigned as the Company Secretary w.e.f. 28.12.2019
3
Ms. Shagun Bajpai was appointed as the Company Secretary w.e.f. 06.02.2020

2. The percentage change in the median remuneration of the employees during the year ended
31st March, 2020:
The percentage increase in the median remuneration of the employees noted on 31st March, 2019 and
31st March, 2020 respectively is 9.72%.
3. The number of permanent employees on the rolls of Company:
The total number of permanent employees on pay rolls of the Company as on 31st March, 2020 is 479.
4. Average percentile increase made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there is any exceptional circumstances for
increase in managerial remuneration:
The average percentile increase in the salaries during the year ended 31st March, 2020:
Managerial Personnel: 3.53%
Employees other than Managerial Personnel: 10.13%
The remuneration to Managerial Personnel is as approved by the shareholders and Board under the
provisions of the Companies Act, 2013.
5. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the
Company.

37th Annual Report 2019-20 | 51

 B. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given below:
A. Names of Top Ten Employees in terms of Remuneration
` in Lakh
S. Name of Designation Remuner- Nature of Qualification Expe- Date of Age Last % of Whether any
No Employees ation (` in employment rience Commence- (Yrs.) employment Equity such employee
Lakhs) (Contractual (Yrs.) ment of before joining shares is a relative of
or otherwise) employment the Company held by any director or
such em- manager of the
ployee Company
1. Gursharan Chairman & 14217604 Permanent Diploma in 40 05.10.1987 57 Escort Tractors 36.44% Yes
Singh Managing Mechanical Ltd. (Ford)

52 | 37th Annual Report 2019-20

Director Engineering, PGDM
RACL Geartech Limited

Export Management
2. Dev Raj Whole-time 5964603 Permanent LL.B, Company 45 18.08.1997 69 Vishal Lakto (I) 2.19% Yes
Arya Director & Secretary, M.A. in Ltd.
CFO Economics, Cost
Accountant
3. Rajiv Vice President 3100160 Permanent B. Tech (Mechanical) 29 01.10.1990 52 NA 0.20% No
Kumar Goel
4. Deepak Associate 2435080 Permanent B.E. 31 01.09.1995 54 Clutch Auto 0.04% No
Saxena Vice President Ltd.
5. Yogesh General 2257600 Permanent M.B.A.(Operations 29 01.04.2013 52 Samtel Group 0.00% No
Baweja Manager Research), B.E.
(Mechanical),
Diploma in Tool &
Die Making and
Certificate Course
Import & Export
Management
6. Girish General 2114600 Permanent Diploma in 29 01.06.1990 54 Tirupati Udyog 0.13% No
Kapoor Manager Mechanical Ltd.
Engineering
7. Hemant Joint General 2048600 Permanent AME, Mechanical 29 18.08.2008 51 Lumax 0.00% No
Kumar Manager Engineering, Diploma Industries
in Mechanical
Engineering
8. Naveen Joint General 1775600 Permanent B.Tech (Production) 29 09.08.1991 53 Vxl India Ltd., 0.16% No
Chandra Manager Faridabad
Agarwal
9. Prabh Vice President 1565600 Permanent Master in 8 15.02.2016 28 KPMG India 0.00% Yes
Mehar Management
Singh (Finance)
10. Anil Kumar Assistant 1537600 Permanent ITI Draughtsman, 39 28.04.1992 45 Km Enterprises 0.00% No
IATF 518901-000
IATF 16949-2016

Saini General Mechanical Delhi

Manager
 B. Employees Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate,
was not less than Rs. 1,02,00,000/- .
` in Lakh
S. Name of Designation Remuner- Nature of Qualification Expe- Date of Age Last % of Whether any
No Employees ation (` in employment rience Commence- (Yrs.) employment Equity such employee
Lakhs) (Contractual (Yrs.) ment of before joining shares is a relative of
or otherwise) employment the Company held by any director or
such manager of the
employ- Company
ee
1. Gursharan Chairman & 14217604 Permanent Diploma in 39 05.10.1987 57 Escort Tractors 36.44% Yes
Singh Managing Mechanical Ltd. (Ford)
Director Engineering, PGDM
Export Management
RACL Geartech Limited

Employed for part of the Financial year, was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than Rs. 8,50,000/- per month:
` in Lakh
S. Name of Designation Remuner- Nature of Qualification Expe- Date of Age Last % of Whether any
No Employees ation (` in employment rience Commence- (Yrs.) employment Equity such employee
Lakhs) (Contractual (Yrs.) ment of before joining shares is a relative of
or otherwise) employment the Company held by any director or
such manager of the
employ- Company
ee
N.A.
C. Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate,
or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time
director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity
shares of the Company.
` in Lakh
S. Name of Designation Remuner- Nature of Qualification Expe- Date of Age Last % of Whether any
No Employees ation (` in employment rience Commence- (Yrs.) employment Equity such employee
Lakhs) (Contractual (Yrs.) ment of before joining shares is a relative of
or otherwise) employment the Company held by any director or
such manager of the
employ- Company
ee
N.A.

37th Annual Report 2019-20 | 53

IATF 518901-000
IATF 16949-2016
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

RACL Geartech Limited (“RACL or Company”) is one of India’s leading automotive gear manufacturers. The
Company is engaged in the Business of manufacturing of Automotive Component Transmission Gears and
Shafts, Sub-assemblies, Precision Machined Parts and Industrial Components. After establishing a dominant
positioning in the domestic market, in the last few years the Company has focused on consciously building
global customer relationships and growing its exports. In this business, RACL works on identifying markets,
determining market positioning, developing innovative sourcing and distribution. RACL has evolved as a leading
supplier to OEM’s in the Automotive Sector and some prominent names from the global arena have entrusted
their faith in the Company.
RACL has a vision for the future and we are working with passion to achieve it, keeping in mind the following
parameters:
• How are the Industry and the market evolving.
• What are the future challenges and opportunities.
• How can OEMs benefit from these new challenges and opportunities.
• What are the implications for different market segment.
• Impact of Covid Crisis on the Market.
GLOBAL ECONOMIC OVERVIEW
COVID-19 has triggered the deepest global recession in decades. While the ultimate outcome is still uncertain,
the pandemic will result in contractions across the vast majority of emerging market and developing economies.
It will also do lasting damage to labor productivity and potential output. The immediate policy priorities are
to alleviate the human costs and mitigate the near-term economic losses. Once the crisis abates, it will be
necessary to reaffirm a credible commitment to sustainable policies and undertake the reforms necessary to
buttress long-term prospects. Global coordination and cooperation will be critical.
The year 2019 was a difficult year for the global economy with world output growth estimated to grow at
its slowest pace of 2.9 per cent since the global financial crisis of 2009, declining from a subdued 3.6 per
cent in 2018 and 3.8 per cent in 2017. COVID-19 has further delivered an enormous global shock, leading
to steep recessions in many countries. The baseline forecast envisions a 5.2 percent contraction in global
Gross Domestic Product (GDP) in 2020—the deepest global recession in decades. Per capita incomes in most
emerging and developing economies will shrink this year. The pandemic highlights the urgent need for policy
action to cushion its consequences, protect vulnerable populations, and improve countries’ capacity to cope
with similar future events. It is also critical to address the challenges posed by informality and limited safety nets
and undertake reforms that enable strong and sustainable growth.
The automobile sector is also substantially hit by the outbreak. OEMs and parts suppliers have yet to return
to full production capacity. Consequent delays in delivery might impact the market at multiple levels from
postponed new car model launches, shattered supply chains, financially drained SMEs, and dampened vehicle
sales in Q1, 2020. If we are to believe the forecasts, automotive sales most likely will decrease 14-22% among
the China, US and European markets in 2020. However, as the effect of the pandemic start to wane and the
industry begins to recover, OEMs will explore various options to drawback consumers and offset the drop in
sales. The pandemic also paves way for new opportunities in terms of other mobility verticals such as shared
mobility, electric vehicles, connectivity solutions, after market, and vehicle leasing. Personal mobility modes
will make a strong comeback. The demand for micro-mobility solutions, in particular, will surge. Micro-mobility
solutions are easy-to-use and ideal in congested city environments. In the current context of Covid-19, these
single or double seaters, like mopeds and scooters, offer riders better control over their health & wellness.
Automakers are likely, therefore, to explore the potential of this sector as they attempt to draw up blueprints for
a post-corona virus scenario.

54 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

INDIAN ECONOMY
The International Monetary Fund projected shrinkage of 4.5% for the Indian economy in 2020, due to the
unprecedented coronavirus pandemic that has nearly stalled all economic activities. However, the country is
expected to bounce back in 2021 with a robust 6% growth rate. Like other countries around the world, India too
is grappling with the conundrum of reopening the economy – protecting and restoring activity this year to help
shape a return to growth in 2021 – while containing the spread of the virus, and potentially further lockdowns.
India’s government deficit stood at - 7.4% by the end of 2019and should decrease slightly in 2020 and 2021,
reaching -7%. According to the IMF, the inflation rate increased from 3.4% to 4.5% in 2019, although it is
expected to decrease to 3.3% in 2020 and slightly increase to 3.6% in 2021 (April 2020 World Economic
Outlook IMF). Moreover, as the Reserve Bank of India has cut its key policy interest rate five times in the
first 10 months of 2019, the room for monetary policy manoeuvring has also narrowed. Still, the economy is
aiming to move towards a more stable price regime, with a programme of reforms aimed at consolidating public
accounts, promoting investment and industrial development and improving the business climate. The market
stimulus and reforms introduced by the government included corporate tax rate cuts, cash transfers to farmers,
rural developmental spends, payments of all pending Goods and Services tax (GST), Income Tax Refunds,
and further liberalisation of Foreign Direct Investment (FDI). These measures were supported by the Reserve
Bank of India (RBI) with a series of rate cuts, reduction in the Cash Reserve Ratio (CRR), moratorium on term
loans and working capital loans, the injection of liquidity through various modes to help the industry get back on
its feet. The measures should begin to facilitate growth. Numerous foreign companies are also setting up their
facilities in India on account of various Government initiatives like Make in India and Digital India which aim to
boost country’s manufacturing sector and increase purchasing power of an average Indian consumer, which
would further drive demand and spur development, thus benefiting investors.
INDUSTRY OUTLOOK
India became the fifth largest auto market in 2019 with sales reaching to 3.81 million units. It was the seventh
largest manufacturer of commercial vehicles in 2019. However, The Indian automobile sector registered a drop
of nearly 18 percent in domestic sales in the financial year 2019-20. Majority of contribution to this decline
was due to various amendments to emission norms, higher insurance costs, higher fuel prices and other
vulnerabilities due BSVI shift. The Covid-19 outbreak has further added to woes for the auto industry. CRISIL
Research projects domestic auto-component production revenue growth to decline by 15-17% in fiscal 2021.
Volume demand from OEMs will decline by 13-24% across asset classes. Further, export demand is also
expected to decline by 20% (in value terms) as more than 50% of our exports are to Europe and US and
demand is expected to decline from these markets amid Covid-19 outbreak. Demand from the replacement
market is expected to decline by 12-14% (in value terms) due to limited movement of vehicles in fiscal 2021
amid the lockdown imposed. Lower freight demand even post the lockdown will limit the movement of trucks
hurting demand in the replacement market.
The Indian auto-components industry has experienced healthy growth over the last few years. In 2018-19, the
turnover of the Indian auto components sector was ` 3,95,902 Crore ($57 billion), its contribution to GDP 2.3%
and to manufacturing GDP 25%.
OPPORTUNITIES
Although, post COVID crisis, the short-term demand shall have an adverse effect on Automotive demand
patterns across the industry, but in the long term, post Covid era shall open up huge opportunities for the Indian
auto components sector to become the factory of the world.
Taking a cue from various feedback from market reactions, there will be significant changes in buying behavior
after the lockdown. Consumer preference will be more towards individual health, hygiene and cleanliness during
travel. Post the pandemic, we expect consumers to switch more towards personal mobility. Public Transport

37th Annual Report 2019-20 | 55

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

shall take a backseat in the medium term, thereby giving a rise to demand for 2 wheelers and 3 wheelers. Thus,
RACL shall have huge opportunity in improving its penetration in the domestic market because of majority of
product base having presence in 2-wheeler and 3 wheeler segment.
It is widely expected that even the Global customers shall shift their focus from East Asian Countries to India.
Hence, demand of Export of Auto components from India is set to grow manifolds. Manufacturers who are
already exporting to Western countries, shall become the first choice of prospective buyers. RACL has a leading
edge in this aspect also, as we have a well-established connect with major European & American OEMs with
unblemished track record of over a decade.
THREATS, RISKS AND CONCERNS
More than ever before, today, the automotive industry is in a state of constant pressure. Customers are
demanding new and stringent quality norms – often without showing willingness to pay additional cost.
Regulators are rightfully demanding strictest adherence to environmental and safety standards, thus increasing
cost of production. Major technology players, with deep pockets, are pushing investments in diverse mobility
business models and threatening the current & traditional OEM dominance.
Advancement in Vehicle technologies & increasing customer expectations, is putting tremendous pressure on
component manufacturers to invest continually on advanced manufacturing processes, which, in turn requires
heavy Capital Investments. Uncertainties erupting out of Geo-Political scenarios, provoked further by Covid- 19
pandemic threats are a major inhibiting factor in deciding a clear strategy towards making Capital Investments.
Highly uncertain & disruptive atmosphere demands robust & rigid strategies on one hand, but on the other hand,
the low hanging fruits of business opportunities require flexible approach for reacting to short-term changes.
RISK MITIGATION
A constant monitoring of market trends and indications regarding the anticipated scenario will help to actively
shape suppliers’ future and in a way that plays a significant role in the automotive supply chain of 2022 and
beyond.
Risk management at RACL is an enterprise-wide function and a holistic approach has been adopted based on
Enterprise Risk Management (ERM) Framework. The framework encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks towards achievement of business objectives. The ERM
is aimed at dealing with uncertainty and to minimize adverse risk impact on business objectives and enables
the Company to leverage business opportunities effectively. The Company relentlessly endeavors, not only, to
minimize risks, but convert them into business opportunities that allow it to maximize returns for shareholders
from diverse situations. The Company has aligned risk management process with every part of the critical
business processes to ensure that the processes are designed & operated effectively towards the achievement
of business objectives.
Risks are identified & assessed across all key business functions in a holistic manner.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company’s philosophy towards internal controls is based on the principle of healthy growth with a proactive
approach to risk management. The Company has a proper and adequate system of Internal Control to ensure all
the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions
are authorized, recorded and reported correctly. The Internal Control is supplemented by an extensive program
of internal audits, review by management and procedures. It is designed to ensure that the financial and other
records are reliable for preparing financial statements, other data and for maintaining accountability of assets.
The Company ensures adherence to all statutes.

56 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

FINANCIAL PERFORMANCE
In the Financial Year 2019-20, the Company achieved an overall income of ` 212.84 crore from operations as
compared to ` 190.96 crore in 2018-19. The Company achieved an operating profit of ` 21.90 crore (PBT) as
compared to ` 17.34 crore (PBT) in last year.
The Company continues to make concerted efforts at leveraging relationships with existing customers as well
as widening the customer base by adding new customers. However, there were significant requirements for new
product development of existing clients. A wider product portfolio was important to build the export business.
RACL continues to service a strong customer base, many of these customers are global players with a domestic
presence in India. The Company continues with its effort to strengthen and cement relationships with these
customers in the domestic market and explore opportunities to service their global needs. RACL remains
positioned globally as a cost competitive manufacturer with focus on quality. Continuous efforts are being
undertaken to maintain the highest delivery standards in terms of ‘on time’ and ‘in full’. The larger customer base
with wider product portfolio, which is fast emerging as the need of the markets today, increases the challenges
on this front. It has introduced a degree of flexibility in its production equipment and is continuously working on
improving its planning systems.
EXPORT
In line with the economic trend seen in last year, Export sales of the Company rose to 67.05% of the total sales
this year amounting to ` 142.37 Crores. The global markets are under stress, RACL has miniscule share of the
global pie and there is ample scope and opportunities to grow our exports aggressively.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES (HR)
People management is the backbone of your Company and it is regarded as one of the important resources for
the success of RACL. Over the years, your Company has strengthened its HR processes to ensure continual
development and growth of its employees. HR processes are fine-tuned and updated to attract and recruit talent
into the Company.
The Company strongly believes in enhancing the value of its people asset consistently. The Human Resource
agenda continues to support the business in achieving sustainable and responsible growth by building the right
capabilities in the organisation. It continues to focus on progressive employee relations policies, creating an
inclusive work culture and a strong talent pipeline.
The Company has well documented and updated policies in place to prevent any kind of discrimination and
harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.
The Company currently has adequate man power and personnel to conduct the business without any
complication or hindrances. The overall human and industrial relations have remained peaceful and composed
during the period under review. As on 31st March, 2020, the total number of employees on the Company’s
payroll stood at 479.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS ALONG WITH EXPLANATION
In compliance with the requirement of Listing Regulations, the key financial ratios along with explanation for
significant changes (i.e. change of 25% or more as compared to the immediately preceding financial year) has
been provided hereunder:

37th Annual Report 2019-20 | 57

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Unit of
S. No. Particulars 2019-20 2018-19
Measurement
1. Debtors Turnover Ratio Times 3.95 4.15
2. Inventory Turnover Ratio Times 5.12 5.28
3. Interest Coverage Ratio Ratio 5.73 5.18
4. Current Ratio Ratio 1.26 1.18
5. Debt Equity Ratio Ratio 0.36 0.47
6. Operating Profit Margin i.e. EBITDA % 19.55 16.60
7. Net Profit Margin % 7.69 4.96
8. Return on Net worth % 19.21 14.10

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of financial statements, the Company has followed the applicable Accounting Standards i.e.
Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable
and other applicable act(s) and regulation(s).
CAUTIONARY STATEMENT
Certain statements made in the Management Discussion and Analysis Report relating to the Company’s
objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements’
within the meaning of applicable laws and regulations. Actual results may differ from such expectations,
projections and so on whether express or implied. Several factors could make significant difference to the
Company’s operations. These include climatic conditions and economic conditions affecting demand and
supply, government regulations and taxation, natural calamities and other statutes over which the Company
does not have any direct control.
The readers are hereby cautioned and advised that these forward-looking statements are subject to numerous
risks and uncertainties that are difficult to foresee and actual outcomes might differ.

For and on Behalf of the Board of Directors

RACL Geartech Limited

Mr. Gursharan Singh

Chairman & Managing Director
DIN: 00057602
Date: 31st July, 2020
Place: Noida

58 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
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REPORT ON CORPORATE GOVERNANCE

In accordance with the provisions of the Regulation 34 (3) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Schedule V, the
Report containing the details of Corporate Governance systems and processes followed by RACL Geartech
Limited (“RACL or Company”) is given below.
COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
We believe in the philosophy that good corporate governance is not an end in itself. It is a means to support
economic efficiency, sustainable growth and financial stability. It facilitates companies’ access to capital for long-
term investment and helps ensure that shareholders and other stakeholders, who contribute to the success of
the corporation, are treated fairly. The Company has created a transparent set of rules and controls in which
shareholders, directors and officers have aligned incentives. For us, it is not enough to merely be profitable;
we also demonstrate good corporate citizenship along with the practice of discipline and integrity through
environmental awareness, ethical behavior and sound corporate governance practices.
The above principles have been the guiding force for whatever we do and shall continue to be so in the years
to come. We keep our governance practices under continuous review and benchmark ourselves to the best
practices across the globe.
RACL has formulated a Corporate Compliance Program which is designed and implemented to manage risks,
prevent illegal and unethical conduct, and mitigate or eliminate punishments and liabilities when such conduct
does take place. The Company has always endeavored to accept and follow the internationally recognized
code of conduct within the organization. It has always been the aim of the Company to exceed and excel
through fair and transparent practices. We acknowledge our individual and collective responsibilities to manage
our business activities along with catering to the needs of the society we operate in.
Board of Directors
The Board of Directors (“Board”) is the primary direct stakeholder influencing corporate governance. Directors
are elected by the Board Members and appointed by the shareholders, and represent the Company. The
responsibilities of the Board includes setting the Company’s strategic aims, providing the leadership to put them
into effect, supervising the management of the business and reporting to shareholders on their stewardship. We
strive to maintain an effective, informed and independent Board to ensure the highest standards of Corporate
Governance.
A. Composition and Category of Board of Directors
The Board comprises of an optimal mix of executive and non-executive Directors having great knowledge
and experience in diversified areas, enabling the Board to discharge its responsibilities and provide
effective leadership to the business.
As on the date of this Report, the Board consists of 9 (nine) Directors comprising of 2 (two) Promoters
& Executive Directors, 2 (two) Non- Executive and Non- Independent Directors and 5 (five) Independent
Directors. Out of 2 Non- Executive and Non- Independent Directors 1 (one) is a woman.
None of the Director is a Director in more than 10 public limited companies (as specified in Section 165 of
the Companies Act, 2013 (“Act”) or acts as an Independent Director in more than 7 listed companies or 3
listed companies in case he/she serves as a Whole-time Director in any listed company (as specified in
Regulation 25 of the Listing Regulations).
During the financial year under review, none of the Independent Directors had any material pecuniary
relationship or transactions with the Company apart from receiving sitting fees for attending meetings of
Board of Directors and Committees thereof.
The Independent Directors fulfill the conditions as specified under law and are independent of the
management of the Company in accordance with the provisions of law.

37th Annual Report 2019-20 | 59

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

No Independent Director has tendered their resignation during the year under review and upto the
date of this report.
Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul Kaur, Non- Executive
Non- Independent Director (Wife of Mr. Gursharan Singh), none of the Directors of the Company are inter-
se related to each other.
The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with
Section 149 of the Act and the details of which are provided herein below:

No. of Equity
Name of Directors DIN Designation Category Shares held in
the Company
Chairman &
Mr. Gursharan Singh 00057602 Promoter Executive Director 3929097
Managing Director
Whole-time Director
Mr. Dev Raj Arya 00057582 Executive Director 236273
& CFO
Mrs. Narinder Paul Kaur 02435942 Director Non- Executive Non- Independent Director 21794

Mr. Anil Sharma 00157911 Director Non- Executive Non- Independent Director 15000

Mr. Raj Kumar Kapoor 00110338 Director Non- Executive Independent Director -

Mr. Rakesh Kapoor 00015358 Director Non- Executive Independent Director 500
Mr. Shashank Ramesh
07787889 Director Non- Executive Independent Director -
Anikhindi
1
Mr. Jagdish Keswani 02146267 Director Non- Executive Independent Director -
Brig. Mr. Harinder Pal
2
05217488 Director Non- Executive Independent Director -
Singh Bedi (Retd.)
1
Appointed as Additional Independent Director w.e.f. 11th November, 2019.
2
Appointed as Additional Independent Director w.e.f. 29th June, 2020.

B. Board Procedures & Meetings

The Board of Directors meet atleast once in each quarter to, inter alia, review annual operating and capital
expenditure plans, financial statements of business segments, compliance report(s) of all laws applicable
to the Company, minutes of the Board Meetings of Subsidiary companies, short-term borrowings, any
other proposal from the management regarding any restructuring of investments, etc.
The Management makes presentations on matters including but not limited to the Company’s performance,
operations, plans, quarterly and annual financial results, compliance reports etc. The Board has complete
access to any information within the Company which includes information as specified in Regulation 17
and Part A of Schedule II of the Listing Regulations.
The Company adheres to the provisions of the Act read with the Rules issued thereunder, read with the
Secretarial Standards and Listing Regulations with respect to convening and holding the meetings of the
Board of Directors and its Committees.
During the period under review, the following 4 (four) meetings of the Board of Directors were held on:
I. 24th May, 2019;
II. 9th August, 2019;
III. 11th November, 2019; and
IV. 6th February, 2020

60 | 37th Annual Report 2019-20

 RACL Geartech Limited IATF 16949-2016
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Requisite quorum was present in all the meetings. The intervening period between two Board Meetings
was well within the maximum time gap as stipulated under Regulation 17 of the Listing Regulations read
with the Act.
Mr. Hitesh Kumar, Company Secretary & Compliance Officer of the Company attended all the meetings of
the Board and its Committees till his resignation on 28th December, 2019. Thereafter, Ms. Shagun Bajpai
was appointed as the Company Secretary & Compliance Officer w.e.f. 6th February, 2020 and is, inter alia,
responsible for recording the minutes of the meetings of the Board and its Committees.
C. Director’s Attendance Record and their other Directorships/Committee Memberships:
As mandated by Regulation 26 of the Listing Regulations, none of the Director is a member of more
than 10 (ten) Board level Committees (considering only Audit Committee and Stakeholders Relationship
Committee) or Chairperson of more than 5 (five) Committees across all public limited companies (listed or
unlisted) in which he/she is a Director.
Further, all Directors have informed about their Directorships, Committee Memberships/Chairmanships
including any change in their positions.
Relevant details for the financial year 2019-20, in accordance with the requirements of the Listing
Regulations are given below:

Names of the listed No. of Committees

Attendance at No. of Positions held in other
entities where the
S. Directorship Public Companies
Name of Director person is a director
No. in other Public
Board Last and the category of
Companies Chairperson Member
Meetings AGM directorship
1. Mr. Gursharan Singh 4 Yes Nil - Nil Nil
2. Mr. Dev Raj Arya 4 Yes Nil - Nil Nil
3. Mrs. Narinder Paul
4 Yes Nil - Nil Nil
Kaur
4. Mr. Anil Sharma 3 Yes Nil - Nil Nil
5. Mr. Raj Kumar Kapoor 3 Yes Nil - Nil Nil
6. Mr. Rakesh Kapoor Ugar Sugar Works
4 Yes 2 1 1
Limited
7. Mr. Shashank DTL India Holdings
4 Yes 2 1 Nil
Ramesh Anikhindi Limited
8. 1
Mr. Jagdish Keswani 2 No Nil - Nil Nil
9. Brig. Mr. Harinder Pal
2
0 No Nil - Nil Nil
Singh Bedi (Retd.)
1
Appointed as Additional Independent Director w.e.f. 11th November, 2019.
2
Appointed as Additional Independent Director w.e.f. 29th June, 2020.
Notes:
A. Private Limited Companies, Foreign Companies and Companies under Section 8 of the Act are excluded for the above purposes.
B. Only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Companies are considered for the purpose of
reckoning Committee positions.

D. Familiarization Programme
Your Company has put in place a structured induction and Familiarization Programme for all of its Directors
including the Independent Directors. The Company conducts Familiarization Programme for the Independent
Directors to provide them an opportunity to familiarize with the Company, its Management and its operations
so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards

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 RACL Geartech Limited IATF 16949-2016
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the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are
provided with all the documents required and sought by them for enabling them to have a good understanding of
the Company, its business model and various operations and the industry of which it is a part.
During the year under review, sessions under the Familiarization Programme for Independent Directors were
conducted to apprise the Directors on the activities and operations of the Company and make them aware of
the relevant changes in various Acts applicable on the Company. The Familiarization Programme along with
the details of the training imparted to Independent Directors during the year is available on the website of the
Company and the web link thereto is www.raclgeartech.com.
E. The list of core skills/expertise/competencies identified by the Board of Directors in the context of
its business(es) and sector(s)

Names of Directors With Skills/Expertise In Relevant

Skills and its description
Areas
Manufacturing & Operations
Experience and knowledge related to Production and Product Mr. Gursharan Singh, Mr. Shashank Ramesh Anikhindi,
development, Quality enhancement, Plant Management, Mr. Jagdish Keswani, Mrs. Narinder Paul Kaur, Brig. H.P.S.
Environment and Health & safety and Logistics and operational Bedi (Retd.)
issues.
Leadership, Strategy & Planning
Experience in Corporate Management including general Mr. Gursharan Singh, Mr. Rakesh Kapoor, Mr. Raj Kumar
management, foresightedness and Business Strategy & Planning. Kapoor.
Compliance Management and Corporate Governance
Experience in developing governance practices, serving the best Mr. Dev Raj Arya, Mr. Anil Sharma, Mrs. Narinder Paul Kaur
interests of all stakeholders and driving corporate ethics and
values.
Finance
Experience in financial management, investment & commercial Mr. Dev Raj Arya, Mr. Rakesh Kapoor, Mr. Raj Kumar Kapoor
banking and Institution affairs.
Marketing and Human Resource Development
Strategic thinker to analyse and identify opportunities to stimulate Mr. Shashank Ramesh Anikhindi, Mr. Jagdish Keswani,
business growth and Experience in marketing & sales and Human Brig. H.P.S. Bedi. (Retd.)
Resource Development.

F. Compliance reports of all laws applicable to the Company

The periodical reports submitted by the Internal Auditors and by the concerned executives of the Company with
regard to compliance of all laws applicable to the Company including steps taken by the Company to rectify
instances of non-compliances, if any, are being reviewed by the Audit Committee and/ or the Board of Directors
at their respective meetings.
G. Declaration
The Chairman & Managing Director, Mr. Gursharan Singh has made a declaration that members of the Board
and Senior Management Executives have affirmed compliance with the Companies ‘Code of Conduct for
Directors and Senior Management Personnel’ for the financial year ended 31st March, 2020.
H. Code of Conduct and Ethics
In accordance with Regulation 17(5) of Listing Regulations, the Company’s Board of Directors have laid down
a ‘Code of Conduct for Directors and Senior Management Personnel’ of the Company. Duties of independent
directors as laid down in the Companies Act, 2013 have been incorporated in the code. The Code is posted on
the Company’s website:- Code of Conduct for Directors and Senior Management Personnel The purpose of

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this ‘Code of Conduct’ is to promote conduct of business ethically in an efficient and transparent manner and
to meet its obligations to shareholders and all other stakeholders. Your Company understands reputation and
integrity can only be built by continuously reinforcing ethical rules and procedures. The development of the
integrity culture is a key priority for the Company.
III. BOARD COMMITTEES
In compliance with the statutory requirements and to focus effectively on the issues and to ensure expedient
resolution of the diverse matters, the Board has constituted various committees with specific terms of reference
and scope. The Committees are the Board’s empowered agents and operate as per their charter/terms of
reference.
The Board has currently established the following statutory and non-statutory committees:

NOMINATION & STAKEHOLDERS’

AUDIT COMMITTEE REMUNERATION RELATIONSHIP
COMMITTEE COMMITTEE

CORPORATE SOCIAL
RESPONSIBILITY FINANCIAL AFFAIRS
COMMITTEE COMMITTEE

1. AUDIT COMMITTEE
The Audit Committee is, inter alia, entrusted with the responsibilities to monitor the financial reporting, audit
process, determine the adequacy of internal controls, evaluate and approve transactions with related parties,
disclosure of financial information and recommendation of the appointment of Auditors. The terms of reference
of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 read with the rules
framed thereunder and Regulation 18 read with Part C of Schedule II of Listing Regulations or any other laws/
rules, as applicable or amended from time to time.
The composition of the Audit Committee is in alignment with the provisions of section 177 of the Act and Rules
framed thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are
financially literate and have experience in financial management. The Chairman & Managing Director, Whole-
time Director & Chief Financial Officer and Vice President - Finance, representatives of Internal Auditors and
Statutory Auditors are invitees to the relevant meetings of the Audit Committee.
Composition, Meeting and Attendance
During the financial year under review, 4 (four) Audit Committee meetings were held on 24th May, 2019, 9th
August, 2019, 11th November, 2019 and 6th February, 2020 respectively. The composition and attendance of the
Members at the meetings held during the year are as follows:

No of meetings No. of meetings

Name of Directors Designation Category of Director
held attended
Mr. Rakesh Kapoor Chairperson Non-Executive Independent Director 4 4
Mr. Shashank Ramesh Member Non-Executive Independent Director 4 4
Anikhindi
1
Mr. Anil Sharma Member Non-Executive Non-Independent Director 4 2
2
Mr. Jagdish Keswani Member Non-Executive Independent Director 4 1
1
Mr. Anil Sharma ceased to be Member of the Audit Committee w.e.f. 6 February, 2020
th

2
Mr. Jagdish Keswani was appointed as the Member of the Audit Committee by the Board in its Meeting held on 11th November, 2019

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Requisite quorum was present in all the meetings.

Mr. Hitesh Kumar, Company Secretary & Compliance Officer of the Company attended all the meetings of the
Committee till his resignation on 28th December, 2019. Thereafter, Ms. Shagun Bajpai was appointed as the
Company Secretary & Compliance Officer w.e.f. 6th February, 2020 and is now serving as the Secretary to the
Committee. The Members of the Audit Committee were present at the last AGM held on 28th September, 2019
to answer the shareholders’ queries.
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the provisions of Section 178
of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.
The Nomination and Remuneration Committee is empowered with the following terms of reference and
responsibilities in accordance with the provisions of applicable laws and the Nomination and Remuneration Policy:
1. Identification of persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment and
removal, formulation of criteria for evaluation of performance of independent directors and the board of
directors;
2. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to the remuneration of the directors, key
managerial personnel and other employees;
3. Specify the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance.
4. To lay out remuneration principles for Directors, Key Managerial Personnel and Senior Management
Personnel linked to their effort, performance and achievement relating to the Company’s goals trends and
practices that prevail in peer companies across the industry.
5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of independent directors.
6. To ensure the Board Diversity by constituting the structure of Board of Directors.
Composition, Meeting and Attendance
The Committee met thrice during the year under review on 9th August, 2019, 11th November, 2019 and 6th
February, 2020 respectively. The composition of the Nomination and Remuneration Committee along with the
details of the meetings held and attended by the members of the Committee during the year under review is
detailed below:

No. of Meetings No. of meetings

Name of Directors Designation Category of Director
held attended
Mr. Shashank Ramesh Chairperson Non-Executive Independent Director 3 3
Anikhindi
Mr. Rakesh Kapoor Member Non-Executive Independent Director 3 3
Mr. Anil Sharma Member Non-Executive Non-Independent Director 3 3

Mr. Gursharan Singh Member Chairman & Managing Director 3 3

The Committee was restructured on 11th November, 2019 by the Board wherein Mr. Shashank R. Anikhindi was designated as the
Chairperson of the Committee.

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Requisite quorum was present in all the meetings.

Mr. Hitesh Kumar, Company Secretary & Compliance Officer of the Company attended all the meetings of the
Committee till his resignation on 28th December, 2019. Thereafter, Ms. Shagun Bajpai was appointed as the
Company Secretary & Compliance Officer w.e.f. 6th February, 2020 and is now serving as the Secretary to the
Committee. The Members of the Committee were present at the last AGM held on 28th September, 2019 to
answer the shareholders’ queries.
Performance Evaluation Criteria for Independent Directors
The criteria for performance evaluation cover the areas relevant to the functioning as Independent Directors
such as preparation, participation, conduct and effectiveness. Pursuant to the provisions of the Act and
Listing Regulations, Board of Directors and the Nomination and Remuneration Committee has carried out the
annual performance evaluation of all the Independent Directors of the Company on parameters such as skills,
knowledge, participation in meetings and contribution in field of Management/ Finance/ Operation/ Strategy etc.
The Directors who were subject to evaluation had not participated.
Remuneration Policy
The Remuneration Policy is designed to attract, motivate, improve productivity and retain manpower, by creating
a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a
sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation
benefits. The Remuneration Policy of your Company applies to the Directors, Key Managerial Personnel, Senior
Management Personnel and other Employees of the Company.
In determining the remuneration of the Directors, Key Managerial Personnel (KMP) and other employees of
the Company, a Remuneration Policy has been framed by the Nomination and Remuneration Committee and
approved by the Board with the following broad objectives:
i. To lay down criteria and terms and conditions with regard to identifying persons who are qualified
to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior
Management and Key Managerial positions and to determine their remuneration.
ii. To determine remuneration based on the Company’s size and financial position and trends and
practices on remuneration prevailing in peer companies, in the Auto Component Industry.
iii. To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior
Management Personnel.
iv. To provide them reward linked directly to their effort, performance, dedication and achievement
relating to the Company’s operations.
v. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
persons and create competitive advantage. In the context of the aforesaid criteria the following policy
has been formulated and amended from time to time by the Nomination and Remuneration Committee
and adopted by the Board of Directors.
The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practices. This
policy is uploaded on the website of the Company i.e. at www.raclgeartech.com.
DETAILS OF THE REMUNERATION PAID DURING THE FINANCIAL YEAR 2019-20 IS AS MENTIONED
BELOW:
EXECUTIVE DIRECTORS (Amount in Lakh)

S. No. Name of the Director Gross Salary Perquisites, Provident Fund and Bonus/ Total
(p.a.) other benefits (p.a.) Commission (p.a.)
1. Mr. Gursharan Singh 102.80 4.21 35.16 142.17
2. Mr. Dev Raj Arya 56.93 2.71 - 59.64

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NON- EXECUTIVE INDEPENDENT DIRECTORS

The Company increased the sitting fee to be paid to the Non-Executive Independent Directors per meeting
w.e.f. 9th August, 2019 as per the following schedule, for attending meetings of the Board of Directors and
respective Committees of the Company:

Board Audit Nomination & Financial Affairs Stakeholders Corporate Social

Meeting Committee Remuneration Committee Relationship Responsibility
Committee Committee Committee
` 20000 ` 20000 ` 20000 ` 10000 ` 5000 ` 5000

The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings.
The Remuneration paid to Non- Executive Directors of the Company is as follows:
(Amount in Lakh)
Name of Director Designation Retainership Fee Sitting Fee Total
Mrs. Narinder Paul Kaur Non-Executive Non-Independent Director 18.00 1.15 19.15
Mr. Anil Sharma Non-Executive Non-Independent Director 9.10 1.80 10.90
Mr. Raj Kumar Kapoor Non-Executive Independent Director - 0.95 0.95
Mr. Rakesh Kapoor Non-Executive Independent Director - 3.16 3.16
Mr. Shashank Ramesh Non-Executive Independent Director - 2.45 2.45
Anikhindi
Mr. Jagdish Keswani Non-Executive Independent Director - 0.60 0.60

The Company does not have any Employee Stock Option Scheme.
3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The Stakeholders’ Relationship Committee oversees, inter-alia, redressal of shareholders’ and investors’
grievances, non-receipt of Annual Report, non-receipt of Dividend, transfer/transmission of shares, issue of
duplicate shares, exchange of new design share certificates, recording dematerialisation/rematerialization of
shares and related matters.
The terms of reference of the Committee include enquiring into and redressing complaints of shareholders and
investors. The composition of the Stakeholders’ Relationship Committee is in compliance with the provisions
of the Act read with Rules made thereunder and Regulation 20 read with Part D of Schedule II of the Listing
Regulations.
Composition, Meeting and Attendance
The Committee met 13 (thirteen) times during the year under review as per the below schedule:

S. No. Date of the Meeting S. No. Date of the Meeting

1. 1 April, 2019
st
8. 5th August, 2019
2. 22nd April, 2019 9. 28th August, 2019
3. 29 April, 2019
th
10. 9th September, 2019
4. 6th May, 2019 11. 23rd September, 2019
5. 13 May, 2019
th
12. 16th December, 2019
6. 20th May, 2019 13. 11th March, 2020.
7. 24 May, 2019
th

The composition of the Stakeholders’ Relationship Committee and the details of meetings attended by its
members are given below:

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Name of the Directors Designation Category No. of meetings No. of meetings

held attended
Mr. Rakesh Kapoor Chairperson Non-Executive Independent Director 13 12
Mr. Gursharan Singh Member Chairman & Managing Director 13 9
Mr. Dev Raj Arya Member Whole-time Director 13 13

Requisite quorum was present in all the meetings.

Mr. Hitesh Kumar, Company Secretary being the Compliance Officer took all necessary and immediate steps for
investors’ grievances till his resignation on 28th December, 2019. Thereafter, Ms. Shagun Bajpai was appointed as
the Company Secretary & Compliance Officer w.e.f. 6th February, 2020 and is now handling all Investor grievances.
Details of Investors’ Complaints/requests received & redressed during the year:

Opening Balance Received During the year Resolved During the year Closing Balance
01 02 03 0

4. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company, as a responsible corporate citizen, strives to enhance value creation in the society and in the
community in which it operates. In alignment with the mandatory provisions under Section 135 of the Act, a
Committee has been constituted to guide the Company in undertaking CSR activities in a focused and structured
manner and review CSR Policy from time to time. The Committee’s prime responsibility is to assist the Board in
discharging its social responsibilities by way of formulating and monitoring implementation of the framework of
“Corporate Social Responsibility Policy”, observe practices of Corporate Governance at all levels and to suggest
remedial measures wherever necessary and monitor the expenses made by the Company in this regard.
Composition, Meeting and Attendance
During the year under review the Committee had 2 (two) Meetings on 24th May, 2019 and 9th August, 2019. The
composition of the CSR Committee and the details of meetings attended by its members are given below:

Name of Directors Designation Category No. of meetings No. of meetings

held attended
Mr. Raj Kumar Kapoor Chairperson Non-Executive Independent Director 2 2
Mrs. Narinder Paul Kaur Member Non-Executive Non-Independent Director 2 2
1
Mr. Dev Raj Arya Member Whole-time Director 2 2
2
Mr. Anil Sharma Member Non-Executive Non-Independent Director 2 0
1
Mr. Dev Raj Arya ceased to be Member of the Corporate Social Responsibility Committee w.e.f. 6 February, 2020
th

2
Mr. Anil Sharma was appointed as the Member of the Corporate Social Responsibility Committee by the Board in its Meeting held on
11th November, 2019

5. FINANCIAL AFFAIRS COMMITTEE

The Company has an adequately qualified “Financial Affairs Committee” as on 31st March, 2020. The Committee
met once during the year under review on 17th January, 2020. The composition of the Committee of Board of
Directors and the details of meetings attended by its members during the year under review are given below:

Name of the Directors Designation Category No. of meetings No. of meetings

held attended
Mr. Rakesh Kapoor Chairperson Non-Executive Independent Director 1 1
Mr. Gursharan Singh Member Chairman & Managing Director 1 1
Mr. Dev Raj Arya Member Whole-time Director 1 1

Requisite quorum was present in all the meetings.

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6. INDEPENDENT DIRECTORS’ MEETING

In compliance with Regulation 25 of Listing Regulations and Schedule IV of the Act, a separate meeting of
the Independent Directors of the Company was held on 6th February, 2020, without the attendance of Non-
Independent Directors and members of Management. Mr. Rakesh Kapoor was unanimously elected as
Chairman of the meeting and all the Independent Directors except Mr. Raj Kumar Kapoor were present in the
meeting. The Independent Directors in that meeting reviewed/ assessed:
i.Performance of Non-Independent Directors and the Board as a whole;
ii.
Performance of the Chairperson of the Company, taking into account the views of executive directors
and non-executive directors;
iii. Quality, quantity and timeliness of flow of information between the company management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
IV. GENERAL BODY MEETINGS
¾¾ DETAILS OF THE LAST 3 (THREE) ANNUAL GENERAL MEETINGS OF THE COMPANY

Financial Location(S) Meeting Date Time

Year
2018-19 The Executive Club, Dolly Farms & Resorts Pvt. Ltd., 439, Village 28th September, 2019 11:30 A.M.
Shahoorpur, P.O. Fatehpur Beri, New Delhi – 110074, India
2017-18 The Executive Club, Dolly Farms & Resorts Pvt. Ltd., 439, Village 25th September, 2018 11:00 A.M.
Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074
2016-17 Rose Garden, NH-10, Main Rohtak Road, Ghevra More, Delhi-110041 28th September, 2017 11:00 A.M.

¾¾ DETAILS OF THE SPECIAL RESOLUTIONS PASSED DURING PREVIOUS 3 (THREE) ANNUAL

GENERAL MEETINGS
28th September, 2017 –
- Approval for the Appointment of Mr. Shashank Ramesh Anikhindi (DIN 07787889) as an Independent
Director.
- Approval for the re-appointment of Mr. Raj Kumar Kapoor (DIN 00110338), as an Independent Director of
the Company for a Second Term.
- Approval for the re-appointment of Mr. Rakesh Kapoor (DIN 00015358), as an Independent Director of the
Company for a Second Term.
- Approval for the re-appointment of Mr. Anil Sharma (DIN 00157911), as an Independent Director of the
Company for a Second Term.
- Approval for the re-appointment of Mr. Gursharan Singh (DIN 00057602), as Chairman and Managing
Director of the company and payment of remuneration to him.
- Approval for the re-appointment of Mr. Dev Raj Arya (DIN 00057582) as Whole-time Director & Chief
Financial officer (CFO) of the company and payment of remuneration to him.
25th September, 2018 -
- Approval for Renewal of the borrowing limits from ` 75,00,00,000/- (Rupees Seventy five Crores) to
` 100,00,00,000/- (Rupees One Hundred Crores) or the aggregate of the paid up share capital and free
reserves of the Company, whichever is higher.
- Approval for Renewal of the limits of Creation of charges /mortgages/ hypothecation or otherwise on the
movable or immovable properties of the Company in respect of borrowings, in terms of the provisions of
section 180 (1) (a) of the Companies Act, 2013.

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- Approval for Issue and allotment of equity shares of the Company on a preferential allotment basis through
private placement.
28th September, 2019-
- Appointment of Mr. Anil Sharma (DIN: 00157911) as Non-Executive Non-Independent Director of the
company and payment of retainership fees/ remunerations to him.
- Approval of remuneration of Mr. Gursharan Singh (DIN: 00057602), Chairman and Managing Director.
- Re-appointment of Mr. Dev Raj Arya (DIN: 00057582) as Whole-time Director & Chief Financial Officer and
payment of remuneration to him.
¾¾ DETAILS OF THE SPECIAL RESOLUTIONS PASSED DURING THE LAST FINANCIAL YEAR
THROUGH POSTAL BALLOT
During the previous year, pursuant to Section 110 of the Act read with the Companies (Management and
Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) thereof made thereunder)
the Company did not pass any resolutions through the Postal Ballot process. Therefore Procedure for postal
ballot shall not be applicable.
Further, there are no Proposed Resolutions to be passed through Postal Ballot.
V. MEANS OF COMMUNICATION
Timely disclosure of the information on corporate financial performance and the corporate developments is a
sign of good governance practice, which the Company follows:
o Publication of quarterly results:
Quarterly, half-yearly and annual financial results of the Company were published in leading English and
vernacular language newspaper.
o Website and News Releases:
In compliance with Regulation 46 of the Listing Regulations, a separate dedicated section under ‘Investors’
on the Company’s website www.raclgeartech.com gives information on various announcements made by the
Company, Annual Reports, Quarterly/Half-yearly/Annual financial results, Quarter Compliances, etc. along
with the applicable policies of the Company. Your Company’s official news releases are also available on the
Company’s website.
o Stock Exchanges:
Your Company makes timely disclosures of necessary information to BSE Limited (“BSE”) in terms of the Listing
Regulations and other rules and regulations issued by the Securities and Exchange Board of India (“SEBI”).
o BSE Corporate Compliance & the Listing Centre:
BSE Listing Centre is the web-based applications designed by BSE for the Corporates to electronically file
all compliance related filings, inter alia, Shareholding Pattern, Corporate Governance Report, Corporate
Announcements, amongst others in accordance with the Rules, Regulations and Guidelines issued by SEBI.
o SCORES (SEBI Complaints Redress System)
SCORES is a web-based centralized system provided by SEBI to the investors to lodge complaints against listed
companies and registered intermediaries and is available 24*7. It facilitates redressal of investor grievances
in a speedy manner. The complainant may use SCORES portal to submit the grievance directly to companies/
intermediaries and the complaint shall be forwarded to the entity for resolution. The entity is required to redress
the grievance within 30 days, failing which the complaint shall be registered in SCORES.
o Exclusive Email ID for investors
The Company has designated the Email ID investor@raclgeartech.com exclusively for investor servicing, and
the same is prominently displayed on the Company’s website.

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VI. GENERAL SHAREHOLDERS INFORMATION

1. Annual General Meeting

Date 21st September, 2020
Time 11:00 AM
Venue (Through Video Conferencing or Other Audio Visual Means)
2 Financial Year 1st April, 2019 to 31st March, 2020
3 Date of Book Closure 15th September, 2020 to 21st September, 2020
4 Date of Dividend Payment N.A.
5 Name and address of Stock Exchanges at which BSE Limited (“BSE”)
Company’s securities are listed;
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
6 Stock Code/ Symbol BSE : 520073
ISIN No. : INE704B01017
7 Listing Fees to Stock exchanges The Company has paid the Annual Listing Fees for the financial
year 2020-21 to the above Stock Exchanges.
8 Custodial Fees to Depositories The Company has paid custodial fees for the financial year
2020-21 to National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).

Monthly high and low of the Equity Shares of the Company at BSE during the year ended 31st March,
2020 are as follows:

Months during the financial year ended BSE

31st March, 2020
High (`/share) Low (`/share)
April, 2019 83.9 69
May, 2019 85 70
June, 2019 87.5 68.8
July, 2019 77.4 55.05
August, 2019 67.4 53
September, 2019 73 60
October, 2019 76 60.35
November, 2019 93.75 71
December, 2019 118 78.1
January, 2020 116.9 103.25
February, 2020 135.95 87
March, 202020 97.85 49.1
Source: BSE website.

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The performance comparison of the Company’s Share Price with BSE Sensex.

45000 140

40000
120
35000
100
30000

25000 80

20000 BSE Sensex

60
Share Price
15000
40
10000
20
5000

0 0

Share Transfer System

The Company has appointed MAS Services Limited as the Registrar and Share Transfer Agent (“RTA”) of the
Company. The work related to share transfer in terms of both physical and electronic mode is being dealt at
single point by the RTA. After the completion of preliminary formalities of transfer/transmission by the RTA,
the approval of transfer of shares in the physical form is given by the Stakeholders’ Relationship Committee
(“SRC”) of the Board of Directors. However, SEBI, vide its Notification dated 8th June, 2018 has mandated
dematerialization of shares held in physical form for registration of transfer of shares of the Company w.e.f.
1st April, 2019. Hence, all shareholders acquiring shares in physical form are required to dematerialize their
shareholding before lodging for any transfer of shares.
The SRC meets periodically to inter alia approve the Share Transfer(s) etc. The Company has complied with
the provisions of the requisite guidelines issued by the regulatory authorities in respect of the transfer of shares
and other related matters.
The Company obtains a half-yearly Compliance Certificate from a Company Secretary in practice to the effect
that all certificates have been issued within 30 (thirty) days of the date of valid lodgement of transfer, sub-
division, consolidation and renewal as required under Regulation 40(9) of the Listing Regulations and files a
copy of the said certificate with the Stock Exchanges.

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Distribution of Shareholding as on 31st March, 2020

No. of Shares held of Nominal Value Shareholders Total Shares

of ` 10 each Number % to Total No. of Shares Held % to Total
(1) (2) (3) (4) (5)
Upto 5000 7278 87.40 1120264 10.39
5001 10,000 532 6.39 447562 4.15
10,001 20,000 237 2.85 368798 3.42
20,001 30,000 103 1.24 265316 2.46
30,001 40,000 30 0.36 108700 1.01
40,001 50,000 32 0.38 149627 1.39
50,001 1,00,000 59 0.71 410436 3.81
1,00,001 and Above 56 0.67 7910897 73.37
TOTAL 8327 100 10781600 100

Dematerialisation of Shares and Liquidity

The Company has established connectivity with both the depositories viz. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar & Share Transfer
Agent- MAS Services Ltd. This has facilitated the shareholders to hold and trade their shares in ‘electronic
form’. As on 31st March, 2020, 10152609 Equity Shares of the Company, forming 94.17% of the shareholding
stand dematerialized.
Dematerialisation of Shares

Physical NSDL
5.84% 40.15%

CDSL

NSDL
CDSL
54.1% Physical

VII. DISCLOSURES
a) Related Party Transactions
There were no materially significant related party transactions i.e. transactions by the Company of material
nature with the related parties which could conflict with the interests of the Company. All transactions entered
into by the Company with related parties, during the financial year 2019-20, were in ordinary course of business
and on arm’s length basis. The details of the Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report.
Also, the related party transactions undertaken by your Company were in compliance with the provisions set out
in the Act and Regulation 23 of the Listing Regulations.
The policy on related party transactions has been placed on the Company’s website www.raclgeartech.com.
The Company has adopted policy for determination of ‘material subsidiary’ and the same has been posted on
the Company’s website www.raclgeartech.com.

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b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock
Exchanges or SEBI, or any statutory authority, on any matter related to capital markets, during the
last three years
No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory
authority on any matter related to capital markets during the last three years. However, the Company was
charged with Non- Compliance of Regulation 17 by BSE Limited and penalty was imposed. But, the Company
had pleaded against the said penalty as the aforesaid non-compliance was due to misinterpretation of law. The
matter is sub-judice.
c) Whistle Blower Policy/Vigil Mechanism
Your Company believes in conducting its business and working with all its stakeholders, including employees,
customers, suppliers and shareholders in an ethical and lawful manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior. Your Company prohibits any kind of discrimination,
harassment, victimization or any other unfair practice being adopted against an employee. In accordance with
Listing Regulations and provisions of the Act, your Company has adopted a Vigil Mechanism/ Whistle Blower
Policy with an objective to provide its employees a vigil mechanism whereby concerns can be raised in line
with the Company’s commitment to highest standards of ethical, moral and legal business conduct and its
commitment to open communication.
During the financial year ended 31st March, 2020, no personnel have been denied access to the Chairman of
the Audit Committee of the Company.
The Whistle Blower Policy and related procedures are available on the corporate governance section of the
Website www.raclgeartech.com.
d) Policy for Determination of Materiality of Event or Information
RACL Geartech Limited in compliance to Regulation 30 of Listing Regulations, has a “Policy for Determination
of Materiality of Event or Information” and Board has also authorized key managerial personnel’s –
Mr. Gursharan Singh, Chairman & Managing Director and Mr. Dev Raj Arya, Director & CFO of the Company for
determining materiality of an event or information and authorized Mr. Gursharan Singh, Chairman & Managing
Director, Mr. Dev Raj Arya, Director & CFO and Company Secretary & Compliance Officer of the Company for
making disclosure for the same to the Stock Exchange. However, after the resignation of Mr. Hitesh Kumar
as the Company Secretary & Compliance Officer, Ms. Shagun Bajpai was appointed in his position and was
handed over the said authority. The policy aims to ensure compliance with corporate governance principles by
promoting disclosure and transparency. During the year, the Company has made disclosures to Stock Exchange
at the time of occurrence of the event/ information and where applicable, made periodic disclosures on the
associated material developments. Policy for Determination of Materiality of Event or Information is available
under corporate governance section on the website www.raclgeartech.com.
e) Document Preservation and Archival Policy
The Board of RACL Geartech Limited in compliance to Regulation 9 of Listing Regulations, has a “Document
Preservation and Archival Policy”, the policy establishes guidelines for management, for preservation, archival
and destruction of documents by the company. This policy sets out Data Retention Schedule for Company
Documents and the related procedures to be followed to ensure compliance with this Policy. Retention periods
are based on legal, tax, audit and defined business needs. Document Preservation and Archival Policy is
available under corporate governance section on the website Document Preservation and Archival Policy of
the Company.
f) Compliance of Mandatory and Non-Mandatory Requirements
The Company has complied with all the mandatory requirements of relevant regulations and schedules of
Listing Regulations relating to Corporate Governance, in addition to the mandatory requirements, the Company
has also adopted the following non-mandatory/ discretionary requirements of Regulation 27(1) read with Part E
of Schedule II of the Listing Regulations is as below:-

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A. Shareholders rights
Quarterly/ Half yearly / Annually financial results are published in leading newspapers and uploaded
on company’s website www.raclgeartech.com
B. Audit Qualification
The Auditors report on the company’s financial statements does not contain any qualification.
C. Reporting of Internal Auditor
The Internal Auditors directly report to the Audit Committee and Board of Directors of the company on
quarterly basis.
g) Compliance of Regulation 27 of the SEBI (LODR) Regulations 2015
The Company has complied with the mandatory requirements specified in Regulation 17 to 27 & clause ‘b’ to ‘i’
of sub-regulation (2) of Regulation 46 of the SEBI (LODR) Regulations 2015. The Company has also complied
with relevant para of Schedule V of Listing Regulations on Corporate Governance.
h) Code of Conduct for Prevention of Insider Trading
In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and
amended SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, a “Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons” was amended and adopted by the company. The Code
lays down guidelines which advise management and staff on procedures to be followed and disclosures to be
made while dealing with Securities of the Company and cautions them of the consequences of violations.
i) Disclosure of Accounting Treatment
In the preparation of financial statements, the company has followed the applicable Accounting Standards i.e.
IndAS, issued by the Institute of Chartered Accountants of India to the extent applicable and other applicable
act(s) and regulation(s).
j) Commodity Price Risk/foreign exchange risk and hedging activities
Though the company has been in export business (sale of gears) but it always realizes the invoice value of its
goods by way of bill discounting from RBL Bank Limited and Citi Bank and has natural hedging against Foreign
Exchange Exposure. The Company does not over expose itself against foreign currency; however there is
natural risk of minor exchange fluctuation and company keeps a close watch on the exchange rate movement.
k) Disclosures of Risk Management
The Company has laid down procedures to inform the members of the Board about the risk assessment and
minimization procedures. The Company has framed the risk assessment and minimization procedure, which is
periodically reviewed by the Board.
l) Details of utilization of funds raised through preferential allotment or qualified institutional
placements as specified under Regulation 32 (7A) [Proceeds from public issue, rights issue,
preferential issue, FCCB issue]
During the year under review Company has not raised any funds from public issue, rights issue and FCCB issue.
However, during the year under review the Company has raised funds through preferential issue and issued
and allotted 500,000 equity shares of the face value of ` 10/- each on Preferential Allotment basis through
private placement, at a price of ` 72.50/- (including a premium of ` 62.50/-) per Equity Share to Mr. Gursharan
Singh, Chairman & Managing Director and Promoter of the Company, as per the provisions of Section 42 and
62 of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 or as amended from time to time, SEBI (Listing Obligations and Disclosure
Requirements) 2015 and any other applicable act(s) or regulation(s), if any, to the extent applicable on the
Company.

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In view of the Regulation 32 (7A) of Listing Regulations this is to confirm that, your Company has raised funds
for its business, operational and general corporate requirements through the aforesaid preferential allotment
and during the year under review fully utilized the funds for the said purposes.
m) Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has obtained a certificate from Mr. K. K. Malhotra,
Practicing Company Secretary, that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors of companies by the SEBI/ Ministry of Corporate
Affairs or any such statutory authority in accordance with Listing Regulations. The copy of the same is enclosed
with this report.
n) All the recommendations of Board Committees have been accepted by the Board of Directors
during the year.
o) Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis,
to the statutory auditor and all entities in the network firm/network entity of which the statutory
auditor is a part.
The total fee paid to statutory auditor is given in Note No. 31 of Financial Statements (Part of the Annual Report).
p) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

S. No. Particulars of Disclosures Remarks

1. Number of complaints pending at the start of the financial year 2019-20 Nil
2. Number of complaints filed during the financial year 2019-20 Nil
3. Number of complaints disposed off during the financial year 2019-20 Nil
4. Number of complaints pending as on end of the financial year 2019-20 Nil

q) Reconciliation of Share Capital Audit

K.K. Malhotra & Co., Company Secretaries carried out quarterly Share Capital Audit for the purpose of
reconciliation of Share Capital held with the National Securities Depository Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) and in physical form with the issued/listed capital during the period
under review. The audit report confirms that the total issued/paid-up capital is in agreement with the total
number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
r) Compliance with mandatory requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Corporate Governance Report of the Company for the financial ended 31st March, 2020 is in compliance
with the requirements of the Listing Regulations.
The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses
(b) to (i) of sub – regulation (2) of Regulation 46 of the Listing Regulations.
s) Unclaimed Shares
As on 31st March, 2020, the Company does not have any unclaimed shares, hence the requirement of Demat
Suspense Account / Unclaimed Suspense Account not applicable on the Company.
t) Credit Ratings
During the year, CARE Ratings has assigned Credit rating of bank facilities for Rs. 78.99 crore to the Company,
as per the Rating Rationale given below:

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Facilities Amount (` crore) Ratings Rating Action

Long-term Bank 97.58 (Enhanced from ` 76.99 Crore) CARE BBB; Positive [Triple Rating reaffirmed; Outlook
Facilities B; Outlook: Positive] revised to Positive
Short-term Bank 5.00 (Enhanced from ` 2.00 Crore) CARE A3 Reaffirmed
Facilities
Total 102.58 (Rupees One Hundred & Two Crore
and Fifty- Eight Lakh only)

DISCRETIONARY REQUIREMENTS
A. The Board
The Company has Mr. Gursharan Singh as the Chairman & Managing Director of the Company who is an
Executive Director and is paid due remuneration in accordance with the provisions of the Act and Listing
Regulations.
B. Shareholders’ Rights
The Company’s quarterly results are published in an English newspaper having a circulation all over India and
in a Hindi newspaper having a circulation in the region of National Capital Territory of Delhi and also uploaded
on the Company’s website www.raclgeartech.com, the half-yearly declaration of financial performance is not
sent separately to each household of shareholders of the Company.
C. Modified Opinion in Audit Report
The Statutory Auditors have given their Audit Report with unmodified opinion for the financial statements for the
financial year. The Declaration, in accordance with Regulation 33 of the Listing Regulations has been submitted
with the Stock Exchange along with the Financials Results for the Quarter and Year ended 31st March, 2020.
D. Reporting of Internal Auditors
The Report of the Internal Auditors is placed before the Audit Committee on periodical basis.
VIII. PLANT LOCATIONS
a. Unit I- A-3, Industrial Area, Gajraula, District Amroha, Uttar Pradesh - 244223, India
b. Unit II- A-62, Sector-63, Noida, District Gautam Budh Nagar, Uttar Pradesh -201307, India

OVERSEAS SUBSIDIARY: RACL GEARTECH GmbH, Austria

IX. ADDRESS FOR CORRESPONDENCE
CORPORATE OFFICE REGISTRAR AND SHARE TRANSFER AGENTS
INVESTOR RELATIONS DEPARTMENT MAS SERVICES LIMITED
B-9, Sector-3, Noida- 201301 T-34, Second Floor,
Tel No.:+ 91-120-4588500 Okhla Industrial Area, Phase-II, New Delhi- 110020
Fax: +91-11-41609909 Tel No.: +91-11-26387281- 83
E mail id: investors@raclgeartech.com Fax: +91-11-26387284
Website: www.raclgeartech.com E-mail ID: info@masserv.com
Website: www.masserv.com

COMPLIANCE OFFICER
Ms. Shagun Bajpai
Company Secretary
ICSI Membership No.: A45982

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COMPLIANCE CERTIFICATE
(Issued in accordance with the provisions of Regulation 17(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
RACL Geartech Limited
Dear Sirs,
We have reviewed the Financial Statements together with the Cash Flow Statement of RACL Geartech Limited
for the financial year ended 31st March, 2020 and that to the best of our knowledge and belief, we state that;
1. These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
3. There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year ended 31st March, 2020 which is fraudulent, illegal or violative of the Company’s code
of conduct.
4. We accept the responsibility for establishing and maintaining internal controls for financial accounting
and we have evaluated the effectiveness of internal control systems of the Company pertaining to
financial reporting and there had been no deficiency in design or operation of such internal controls
during the period under review.
We further certify that the following information has been indicated to the Auditors and the Audit Committee:
a. There have been no significant changes in internal control over financial reporting during the year;
b. There have been no significant changes in accounting policies during the year; and
c. There have been no instances of significant fraud of which we have become aware and the involvement
therein, of the management or an employee having a significant role in the Company’s internal control
system over financial reporting.
For and on Behalf of the Board of Directors
RACL Geartech Limited
Mr. Gursharan Singh Mr. Dev Raj Arya
Chairman & Managing Director Whole-Time Director & CFO
DIN: 00057602 DIN: 00057582

Date: 23rd June, 2020

Place: Noida

DECLARATION BY THE MANAGING DIRECTOR

(Under regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015)
I, Gursharan Singh, Chairman & Managing Director of RACL Geartech Limited, hereby declare that all the
members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the
Company’s “Code of Conduct for Directors and Senior Management Personnel” for the financial year ended on
31st March, 2020.
For and on behalf of the Board
RACL Geartech Limited
Place: Noida Gursharan Singh
Date: 23rd June, 2020 Chairman and Managing Director
DIN: 00057602

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)

To,
The Members of
RACL Geartech Limited
15th Floor, Eros Corporate Tower,
Nehru Place New Delhi- 110019
I/We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
RACL Geartech Limited having CIN: L34300DL1983PLC016136 and having registered office at 15th Floor, Eros
Corporate Tower, Nehru Place New Delhi- 110019 (hereinafter referred to as ‘the Company’), produced before
me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10 (i) or other applicable provisions of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other act(s) or regulation(s), if any.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me
us by the Company & its officers, I hereby certify that none of the Director on the Board of the Company as
stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.

S. No. Name of Director DIN Designation Date of appointment

1 Gursharan Singh 00057602 Chairman & Managing Director 23/08/2002
2 Narinder Paul Kaur 02435942 Non-Executive & Non-Independent Director 30/09/2015
3 Rakesh Kapoor 00015358 Independent Director 30/09/2014
4 Raj Kumar Kapoor 00110338 Independent Director 30/09/2011
5 Anil Sharma 00157911 Non-Executive & Non-Independent Director 30/09/2006
6 Shashank Ramesh Anikhindi 07787889 Independent Director 29/09/2017
7 Dev Raj Arya 00057582 Whole-time Director & CFO 22/10/2002
8 Jagdish Keswani 02146267 Independent Director 11/11/2019

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of
the management of the Company. My responsibility is to express an opinion based on my verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For K.K. Malhotra & Company

Company Secretaries
K.K. Malhotra
(Proprietor)
FCS No. 1410, C.P No. 446
Place: New Delhi
Date: 22nd July, 2020

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PRACTICING COMPANY SECRETARY CERTIFICATE REGARDING COMPLIANCE OF

CONDITIONS OF CORPORATE GOVERNANCE

To
The Members of RACL Geartech Limited
We have examined the compliance of conditions of Corporate Governance by RACL Geartech Limited (“the
Company”), for the year ended March 31, 2020, as stipulated in regulations 17 to 27, clauses (b) to (i) of sub
regulation (2) of regulation 46 and paragraph C, D and E of Schedule V and other applicable regulations of the
Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations, 2015
(‘Listing Regulations).
The compliance of conditions of corporate governance is the responsibility of the Company’s Management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for the ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in above mentioned
Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

For K.K. Malhotra & Company
Company Secretaries

K.K. Malhotra
(Proprietor)
FCS No. 1410, C.P No. 446
Place: Delhi
Date: 7th August, 2020

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF RACL GEARTECH LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion
We have audited the Standalone Financial Statements of RACL Geartech Limited (“the Company”), which
comprise the Balance Sheet as at March 31, 2020 and the Statement of Profit and Loss (including other
comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting
policies and other explanatory information for the year ended on that date.

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 Companies Act, 2013 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 March 31, 2020, 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 Companies Act, 2013. Our responsibilities under those Standards are further described in
the Auditor’s Responsibilities for the Audit of the Standalone 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 together with the ethical requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Companies Act, 2013 and the Rules there under, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the Standalone Financial Statements for the financial year ended 31st March, 2020. These matters were
addressed in the context of our audit of the Standalone 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 the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the
Standalone Financial Statements section of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the Standalone Financial Statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.

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Key audit matters How our audit addressed the key audit matter
A. Allowance for credit losses
The Company determines the allowance for credit losses Our audit procedures related to the allowance for credit
based on historical loss experience adjusted to reflect current losses for trade receivables and unbilled revenue included the
and estimated future economic conditions. The Company following, among others: We tested the effectiveness of controls
considered current and anticipated future economic conditions over the (1) development of the methodology for the allowance
relating to industries the Company deals with and the countries for credit losses, including consideration of the current and
where it operates. In calculating expected credit loss, the estimated future economic conditions (2) completeness and
Company has also considered credit reports and other related accuracy of information used in the estimation of probability of
credit information for its customers to estimate the probability default and (3) computation of the allowance for credit losses.
of default in future and has taken into account estimates of For a sample of customers: We tested that the estimated credit
possible effect from the pandemic relating to COVID-19. We loss assessment was in line with the subsequent movement
identified allowance for credit losses as a key audit matter in invoice payments in the period occurring between the
because the Company exercises significant judgment in reporting date and the date of approval of Standalone Financial
calculating the expected credit losses. Statements. We tested the mathematical accuracy and
computation of the allowances by using the same input data
used by the Company.

Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including
Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s
Information, but does not include the Standalone Financial Statements and our auditor’s report thereon.
Our opinion on the Standalone 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 Standalone Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.
Responsibility of Management and Those Charged with Governance 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, changes in equity and cash flows of the Company
in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules,2015, 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
of 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 Ind AS financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management 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 management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

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Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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 it 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 Standalone Financial
Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone 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.
• 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 Companies Act, 2013, 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• 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 Standalone 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.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone 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, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
the ‘Annexure A’ 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, 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.

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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, the statement of changes in equity and the
Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone 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 March 31, 2020 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 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 with reference to financial statement
of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
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 has disclosed pending litigations as mentioned in Note No. 42 to the Standalone
Financial Statements which would impact its financial position;
ii. The Company does not envisage any material foreseeable losses in long-term contracts including
derivative contract requiring provision;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
3. 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, the Company has paid remuneration to its directors during the year in
accordance with the section 197 of the Act.

For Gianender & Associates

Chartered Accountants
(Firm‘s Registration No. 004661N)

Manju Agrawal
Partner
(M. No. 083878)
Place: New Delhi
Date : 29th June, 2020

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE - A TO THE INDEPENDENT AUDITORS’ REPORT

For the Year ended as on 31st March 2020
Annexure referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory
Requirements” of our report on even date:-
i. a. The Company is maintaining proper records showing full particulars, including quantitative details and
situation of fixed assets;
b. The Fixed Assets have been physically verified by the Management at regular Intervals and no
material discrepancies were noticed on such verification.
c. The title deeds of immovable properties are held in the name of the Company.
ii. The inventories, except for stocks lying with third parties where certificates confirming stocks have been
received in respect of most of the stocks hold, have been physically verified by the management during the
year at reasonable interval. According to information & explanations given to us, the discrepancies noticed
on verification between the physical stock and books record, have been properly dealt with in the books of
accounts.
iii. According to information & explanations given to us, the Company has not granted any loans, secured
or unsecured to companies, firms, limited liabilities partnership or other parties covered in the register
maintained under section 189 of the Companies Act, 2013. Hence, reporting under clause (a) to (c) of Para
3(iii) are not applicable.
iv. In our opinion and according to the information and explanation given to us, in respect of loans, investment,
guarantees, and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been
complied with.
v. The Company has not accepted deposits and the directives issued by the Reserve Bank of India and the
provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed
there under are not applicable to the Company.
vi. It has been represented by the management that for the activities carried on by the company, the Central
Govt has not specified maintenance of cost records under sub section (1) of 148 of the Companies Act 2013.
vii. a) According to the information and explanations given to us and on the basis of our examination of
the books of accounts, the company has been generally regular in depositing undisputed statutory dues
including provident fund, employee state insurance, income tax, service tax, value added tax, cess, GST
and other statutory dues during the year with the appropriate authorities. As on 31st March 2020, there are
no undisputed statutory dues payables for period exceeding for a period more than six month from the date
they become payable .
b) According to the information and explanation given to us, there are no dues of sales tax, service tax,
duty of customs, duty of excise, value added tax, cess, GST and any other statutory dues which have not
been deposited on account of dispute except relating to Income Tax as per detail given below:

Name of the Statute Nature of Amount Period to which the Forum where the Remarks, if any
the dues (INR lacs) amount relates dispute is pending
Income Tax Act, 1961 143(1) 34.2 AY 2008-09 With AO for rectification
Income Tax Act, 1961 115 WE 5.64 AY 2009-10 With AO for rectification
Income Tax Act, 1961 143(1A) 63.77 AY 2019-20 CPC for rectification

viii. According to the information and explanations given to us and based on our examination of the records of
the Company, the Company has taken loan from various banks and financial institutions. The Company
has not taken any loans or borrowings from any Government and not issued any debentures during the
year.

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The Company has not defaulted in repayment of dues to banks and financial institutions in respect of
Interest and Principal during the year.
ix. Money raised by way of term loans were applied for the purpose for which it was raised. The Company has
not raised money by way of initial public offer or further public offer during the year.
x. According to the information and explanation given to us by the management which have been relied by
us, there were no frauds on or by the company noticed or reported during the period under audit.
xi. According to the information and explanation given to us, the Company has paid managerial remuneration
as per section 197 of Companies Act, 2013 during the year.
xii. The Company is not a Nidhi Company and hence clause3 (xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of
the Company, all transactions with the related parties are in compliance with sections 177 and 188 of the
Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the
Standalone Financial Statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of
the Company, the Company has made allotment of the equity shares on preferential basis through private
placement, during the year in compliance with Section 42 of the Companies Act, 2013 and the amount
raised have been used for the purpose for which the funds were raised.
xv. According to the information and explanations given to us and based on our examination of the records
of the Company, the Company has not entered into any non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 2034.

For Gianender & Associates

Chartered Accountants
(Firm’s Registration No. 004661N)

Manju Agrawal
Partner
(M. No. 083878)
Place: New Delhi
Date : 29th June, 2020

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in our Report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to Standalone Financial Statements of RACL
Geartech Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the Standalone
Financial Statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal financial controls with reference to Standalone Financial Statements 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 (the “Guidance Note”). 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.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to
Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance
Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 with reference to Standalone Financial Statements and their operating effectiveness. Our
audit of internal financial controls with reference to Standalone Financial Statements included obtaining an
understanding of internal financial controls with reference to Standalone Financial Statements, 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 Standalone 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 with reference to Standalone Financial Statements.
Meaning of Internal Financial Controls with reference to Standalone Financial Statements
A company’s internal financial control with reference to these Standalone Financial Statements is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of Standalone 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 Standalone Financial Statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

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 Standalone Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to these Standalone Financial
Statements, 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 with reference to Standalone Financial Statements 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, the Company has, in all material respects, an adequate internal financial controls system with
reference to Standalone Financial Statements and such internal financial controls with reference to Standalone
Financial Statements were operating effectively as at March 31, 2020, based on the internal financial controls
with reference to Standalone Financial Statements 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.

For Gianender & Associates

Chartered Accountants
(Firm’s Registration No. 004661N)

Manju Agrawal
Partner
(M. No. 083878)
Place: New Delhi
Date : 29th June, 2020

37th Annual Report 2019-20 | 87

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Standalone Balance Sheet as at 31st March, 2020 (` in Lakh)

As at March 31, As at March 31,
Particulars Notes
2020 2019
ASSETS
Non-current Assets
(a) Property, plant and equipment 2 10,823.44 9,450.97
(b) Intangible Asset 3 15.91 12.86
(c) Capital work-in-progress 4 29.36 18.88
(d) Financial assets 5 192.82 113.34
(e) Other non-current assets 6 15.14 50.67
Total Non-current Assets 11,076.67 9,646.72
Current Assets
(a) Inventories 7 4,147.46 3,600.61
(b) Financial assets
i. Trade receivables 8 5,374.30 5,088.64
ii. Cash and cash equivalents 9 65.78 69.87
iii. Other Financial asset 10 475.83 320.14
(c) Other current assets 11 1,083.61 870.28
Total Current Assets 11,146.97 9,949.54
Total Assets 22,223.64 19,596.26
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 12.a 1,078.16 1,028.16
(b) Other Equity 12.b 7,437.44 5,618.59
Total Equity 8,515.60 6,646.75
LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
Borrowings 13 3,073.42 3,136.31
Other 14 302.09
(b) Provisions 15 697.90 643.23
(c) Deferred tax liabilities (Net) 16 694.89 666.21
(d) Other Non- Current Liabilities 17 79.93 135.45
Total Non-current Liabilities 4,848.22 4,581.20
Current Liabilities
(a) Financial liabilities
i. Borrowings 18 4,366.92 4,388.95
ii. Trade payables 19 1,903.96 2,140.78
iii. Other financial liabilities 20 2,178.04 1,499.91
(b) Other current liabilities 21 250.51 195.14
(c) Provisions 22 134.92 71.03
(d) Current tax Liabilities (Net) 23 25.46 72.50
Total Current Liabilities 8,859.81 8,368.31
Total Liabilities 13,708.03 12,949.51
Total Equity and Liabilities 22,223.64 19,596.26
Notes 1 to 46 forms part of the Financial Statements
For Gianender & Associates
By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
88 | 37th Annual Report 2019-20 (Director)
DIN : 00157911
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Standalone Statement of Profit and Loss for the year ended 31st March, 2020
(` in Lakh)
Year endend Year endend March
Particulars Notes
March 31, 2020 31, 2019
Revenue from operations 24 21,232.92 18,995.12
Other income 25 51.61 101.31
Total Income 21,284.53 19,096.43

Expenses
Cost of Material Consumed 26 7,076.70 6,858.20
Changes in inventories of finished goods WIP and Stock in Trade 27 (261.45) (483.31)
Employee benefits expenses 28 2,462.50 2,211.26
Finance Costs 29 844.22 637.59
Depreciation and Amortisation Expenses 30 1,127.73 799.59
Other Expenses 31 7,844.00 7,338.97
Total expenses 19,093.70 17,362.30

Profit before exceptional items and tax 2,190.82 1,734.13

Add: Exceptional items
Profit before tax
Less: Tax expense
(1) Current tax
Previous Year tax Paid (9.10) (148.95)
Tax Payable (549.00) (373.28)
Less : MAT credit entitlement 12.34
(558.10) (509.89)
(2) Deferred tax 65.25 (247.00)
(492.85) (756.89)
Profit for the period from continuing operations 1,697.97 977.24
Other Comprehensive Income
Remeasurements of the defined benefit plans (61.70) (34.01)
Total other comprehensive income (61.70) (34.01)
Total comprehensive income for the period 1,636.27 943.23
Earnings per share (Face Value ` 10/- per share) Not annualised :
(1) Basic (in `) 32 15.33 9.34
(2) Diluted (in `) 15.33 9.34

Notes 1 to 46 forms part of the Financial Statements

For Gianender & Associates
By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
(Director)
DIN : 00157911 37th Annual Report 2019-20 | 89
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Standalone Cash Flow Statement for the year ended 31st March, 2020
(` in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
A.CASH FLOW FROM OPERATING ACTIVITIES
Profit /( Loss) after tax 1,636.27 943.23
Adjustment for:
Depreciation / Amortization 1,127.73 799.59
Interest charges 844.22 637.59
Impairment 102.77
(Profit)/Loss on sale of asset 8.93 7.58
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 3,719.93 2,387.99

Increase/(Decrease) in Other Liablities - Non Current (26.84) 509.96

Increase/(Decrease) in Other Financial Liablities 980.21 314.50
Increase/(Decrease) in Trade Payable - Current (236.82) 59.09
Increase/(Decrease) in Long-term provisions - Non current 54.67 73.48
Increase/(Decrease) in Short-term provisions - current 63.89 (11.63)
Increase/(Decrease) in Other current liabilities (524.31) (96.15)
(Increase)/Decrease in Inventories (546.85) (298.18)
(Increase)/Decrease in Trade Receivable (285.66) (1,033.55)
(Increase)/Decrease in Other non current financial assets (79.48) 14.85
(Increase)/Decrease in Other non current assets 35.53 (29.05)
(Increase)/Decrease in Other current assets (213.33) (141.72)
(Increase)/Decrease in Other Current financial Asset (155.69) (140.92)
CASH GENERATED FROM OPERATIONS 2,785.26 1608.67
Direct taxes paid (532.64) (300.78)
NET CASH GENERATED FROM OPERATIONS 3317.90 1909.45

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (2,767.69) (3,156.72)
Proceeds from Sale of PPE 142.26 61.13

NET CASH GENERATED (USED IN) INVESTING ACTIVITIES (2,625.43) (3,095.59)

C.CASHFLOW FROM FINANCING ACTIVITIES

Proceeds/(repayment) from long term borrowings (84.92) 1546.57
Proceeds from share capital 50.00 35.00
Dividend Paid (107.82) -
Dividend Distribution Tax (22.16) -
Proceeds from share premium 312.56 201.25
Interest and finance charges paid (844.22) (637.59)
NET CASH FROM FINANCING ACTIVITIES (696.56) 1145.23
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(4.09) (40.91)
DURING THE YEAR
Cash and cash equivalents as at March 31,2019 69.87 110.78
Cash and cash equivalents as at March 31, 2020 65.78 69.87
Net Cash Flow (4.09) (40.91)

For Gianender & Associates

By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
(Director)
90 | 37th Annual Report 2019-20 DIN : 00157911
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Standalone Statement of Changes in Equity for the year ended 31st March 2020

A. Equity Share Capital (` in Lakh)

Number of Share Capital
Movement during the year
shares (In Lakh) (Amount)
Equity
Authorised ( Equity Shares of ` 10/- each ) 200.00 2,000.00
Issued & Subscribed (Equity Shares of Rs.10/- each )
Balance at the beginning of the period as at 01.04.2019 112.90 1,129.00
Change during the year 5.00 50.00
Balance at the end of the period as at 31.03.2020 117.90 1,179.00

Paid up Share Capital

Balance at the beginning of the period as at 01.04.2019 102.82 1,028.16
Change during the year 5.00 50.00
Balance at the end of the period as at 31.03.2020 107.82 1,078.16

B. Other Equity
Movement in Other Equity (` in Lakh)

Reserves and Surplus Total

Securities
Capital Retained
Particulars Premium
Reserve Earnings
Reserve
Balance at the beginning of the reporting period i.e.
41.95 382.75 5,193.89 5,618.59
01.04.2019
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the reporting period 41.95 382.75 5,193.89 5,618.59
Total Comprehensive income for the year 312.56 1636.27 1,948.83
Less: Dividend Paid (107.82) (107.82)
Less: Dividend Distribution Tax (22.16) (22.16)
Transfer to retained earnings - - -
Balance at the end of the reporting period i.e.
41.95 695.31 6,700.18 7,437.44
31.03.2020

Previous Year (` in Lakh)

Reserves and Surplus Total
Securities
Capital Retained
Particulars Premium
Reserve Earnings
Reserve
Balance at the beginning of the reporting period i.e.
41.95 181.50 4,250.66 4,474.11
01.04.2018
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the reporting period 41.95 181.50 4,250.66 4,474.11
Total Comprehensive income for the year - 201.25 943.23 1,144.48
Transfer to retained earnings - - - -
Balance at the end of the reporting period i.e.
41.95 382.75 5,193.89 5,618.59
31.03.2019

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 RACL Geartech Limited IATF 16949-2016
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NOTES TO ACCOUNTS
NOTE NO 1.
GENERAL INFORMATION
RACL Geartech Ltd (referred to as ‘RACL’ or ‘Company’) was established in the year 1989 for producing
automotive components in the field of Motorcycles & Scooters, 3&4 Wheeler Passenger & Cargo Vehicles,
Agricultural Machinery, Tractors, ATV, Light & Heavy Commercial Vehicles, etc. The company has also expanded
into sub-assemblies, industrial Gears for electrical switch Gears and Circuit Breakers, Winches and Cranes.
It is a customer centric Organisation obsessed with world class benchmarking and are supplying to top Global
OEM’s like BMW Mottarad, Germany, Kubota Corporation (Japan, Thailand and USA) , IT Switzerland (Same
Group Company), KTM AG (Austria) Schneider Electric (Germany) , Dana (Italy and China) amongst others .
A. BASIS FOR PREPARATION OF FINANCIAL STATEMENTS
(a) Statement of Compliance
The shares of the company are listed on Bombay Stock Exchange (BSE).
The Company’s financial statements complies in all material aspects with Indian Accounting Standards
(Ind AS) notified under Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Companies Act, 2013 (the Act).
(b) Basis of measurement
The financial statements have been prepared on a historical cost basis, except for the following items:

Item Measurement
Certain financial assets and liabilities Fair value
Net defined benefit (asset)/liability Present value of defined benefit obligations
(c) Use of Estimates and Judgements
Preparation of these financial statements is in conformity with Ind AS. It requires the management to make
estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), income and expenses. The Management believes that the estimates used in preparation of the
financial statements are prudent and reasonable. Actual results could differ due to these estimates and the
differences between the actual results and the estimates are recognized in the periods in which the results
are known / materialize. Estimates include the useful lives of property plant and equipment and intangible
fixed assets, allowance for expected credit loss, future obligations in respect of retirement benefit plans,
fair value measurement etc.
(d) Measurement of Fair Value
Accounting Policies and disclosures requires measurement of fair values for both financial and non-
financial assets and liabilities. Fair value measurements are categorized into Level 1, 2 or 3 based on
the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that
entity can access at measurement date.
• Level 2 inputs other than quoted prices included in Level 1, that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices); and
• Level 3 inputs for the asset or liability that are not based on observable market data (Unobservable
inputs).
(e) Operating Cycle
Based on the nature of products/ activities of the Company and the normal time between acquisition of
assets and their realization in cash or cash equivalents, the Company has determined its operating cycle
as 12 months for the purpose of classification of its assets and liabilities as current and non-current

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Presentation of financial statements

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed
in Schedule III to the Companies Act, 2013modified in accordance with the requirements of Ind AS. The
Cash Flow Statement has been prepared and presented as per the requirements of Ind AS 7 “Statement
of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement
of Profit and Loss, as prescribed in Schedule III to the Act, are presented by way of notes forming part of
accounts along with the other notes required to be disclosed under the notified Accounting Standards.
Amounts in the financial statements are presented in Indian Rupees.
B SIGNIFICANT ACCOUNTING POLICIES
B1 INCOME RECOGNITION
a. Revenue from Contracts with customers:
The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” with the date of initial
application being April 1, 2018. Ind AS 115, revenue from contracts with customers, mandatory for reporting
period beginning on or after April 1, 2018 replaced existing revenue recognition requirements i.e. Ind AS
18 Revenue Recognition and Ind AS 11 Construction Contracts. There were no significant adjustments
required to the retained earnings as on April 1, 2018. Also the application of IND AS 115 did not have any
significant impact on recognition and measurement for revenue and related items in the financial results.
Accordingly, the policy for Revenue is amended as under:
The Company derives revenue primarily from sale of goods to the Customer. To recognize revenue, the
Company applies the following five step approach:
(1) Identify the contract with a customer:
The Company observe the following criteria:
a. Parties to the contract have approved the contract.
b. Parties are committed to performing their respective obligations.
c. Each party’s rights and payment for the contract is identified.
d. A contract has commercial substance.
e. Probable collection of the consideration by the entity.
(2) Identify the performance obligations in the contract: The Company assesses its promise to transfer
goods to a customer to identify separate performance obligations. The Company applies judgment to
determine whether each good promised to a customer are capable of being distinct, and are distinct in the
context of the contract, if not, the promised goods are combined and accounted as a single performance
obligation.
(3) Determine the transaction price: Transaction price is fixed and determined based on the terms of
contract and Company’s customary practice and any consideration payable to the customers includes
cash amounts, credits, rebates and other similar allowances is reduced from the transaction price.
(4) Allocate the transaction price to the performance obligation in the contract. The Company allocates
the transaction price to each performance obligation identified in a contract on a relative stand-alone
selling price basis.
(5) Recognize revenue when a performance obligation is satisfied: Revenue should be recognised when
(or as) the Company satisfies a performance obligation by transferring a promised goods or services to
a customer (customer obtains control). For each performance obligation, The Company determine the
performance obligation at a point of time when all the following conditions are satisfied:
1. The Company has a present right to pay for the goods.
2. The Customer has legal tittle to the goods.
3. The Company has transferred physical possession of the goods.
4. Customer has significant risk and reward of ownership.
5. Customer has accepted the goods.
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b. Other Income:
Dividend income from investments is recognized when the company’s right to receive payment has been
established.
Interest income is accrued on, time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition
B2 PROPERTY, PLANT AND EQUIPMENT (PPE)
Property, plant and equipment (including furniture, fixtures, vehicles, etc.) held for use in the production
or supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less
accumulated depreciation and accumulated impairment losses. Cost of acquisition is inclusive of freight,
duties, taxes and other incidental expenses. Freehold land is not depreciated.
Management has reviewed the depreciation policy and machineries have been depreciated accordingly.
Properties in the course of construction for production, supply or administrative purposes are carried at
cost, less any recognized impairment loss. Cost includes items directly attributable to the construction
or acquisition of the item of property, plant and equipment, and, for qualifying assets, borrowing costs
capitalized in accordance with the Company’s accounting policy. Such properties are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as-other property assets, commences when the assets
are ready for their intended use.
Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method. Depreciation is
charged on a pro-rata basis at the straight line method over estimated economic useful lives of its property,
plant and equipment generally in accordance with that provided in the Schedule II to the Act.
Depreciation of an asset begins when it is available for use. Depreciation of an asset ceases at the earlier
of the date that the asset is classified as held for sale (or included in a disposal group that it is classified
as held for sale) in accordance with Ind AS 105 and the date that the asset is de-recognized. Therefore
depreciation does not cease when the asset becomes idle or is retired from active use unless the asset is
fully depreciated.
However under usage methods of depreciation the depreciation charge can be zero while there is no
production.
Depreciation on additions/ deductions is calculated pro-rata from/ to the month of additions/ deductions.
An item of property, plant and equipment is derecognized upon disposal. Any gain or loss arising on the
disposal of an item of property plant and equipment is determined as the difference between the sale
proceeds and the carrying amount of the asset and is recognized in the statement or profit and loss. The
estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate accounted for on a prospective basis
B3 INTANGIBLE ASSETS
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over
their estimated useful lives. The estimated useful life and amortization method are reviewed at the end
of each reporting period, with the effect of any changes in estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
B4 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS
The carrying amount of assets are reviewed at each Balance Sheet date, to assess, if there is any indication

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of impairment based on internal/external factors. An asset is impaired when the carrying amount of the
assets exceeds the recoverable amount. Recoverable amount is the higher of fair value less costs of
disposal and value in use. If the recoverable amount of an asset is estimated to be less than its carrying
amount, the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as
impaired.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognized for the asset
in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
B5 INVENTORY
Inventories are valued at the lower of cost, determined on the weighted average basis and Net Realisable
Value (NRV).
The cost of Finished Goods and Work in Progress comprises raw material, direct labour, other direct cost
and appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Costs of Inventories also include all the cost incurred in bringing the
inventories to their present location and condition. Costs of purchased inventory are determined after
deducting rebates and discounts. NRV is the estimated selling price in the ordinary course of business less
the estimated costs of completion and estimated cost necessary to make the sale.
B6 FOREIGN CURRENCY TRANSACTION
In preparing the financial statements of the Company, transactions in currencies other than the company’s
functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are
recognized in profit or loss in the period in which they arise.
Foreign currency derivatives are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently re-measured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on
the nature of the hedging relationship and the nature of the hedged item.
B7 EMPLOYEE BENEFIT
Company’s contributions paid/ payable during the year to Provident Fund and Employees’ State Insurance
Corporation (ESIC) are recognized in the Profit & Loss Account; Provident Fund contributions are made
to a Trust administered by the company. The interest rate payable to the members of this trust shall not
be lower than the statutory rate of interest declared by the Central Government under the Employees
Provident Fund and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the
company. The remaining contributions are made to a Government Administered Employee Pension Fund
towards which the company has no further obligations beyond its monthly contributions.
Defined benefits and other long term employee benefits are provided on the basis of actuarial valuation
made at the end of each financial year. Actuarial gain or losses arising from such valuation are charged to
Other Comprehensive Income in the year in which they arise.
B8 RESEARCH AND DEVELOPMENT EXPENDITURE
Expenditure on research activities is recognized as an expense in the period in which it is incurred where
no internally generated asset can be recognized.

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B9 FINANCIAL INSTRUMENT
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at
fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in profit or loss.
a. Financial Assets
All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair
value, depending on the classification of the financial assets
Investments in debt instruments that meet the following conditions are subsequently measured at amortized
cost (unless the same are designated as fair value through profit or loss (FVTPL)):
• The asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
• The contractual terms of instrument give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at fair value through other
comprehensive income (unless the same are designated as fair value through profit or loss)
• The asset is held within a business model whose objective is achieved both by collecting contractual
cash flows and selling financial assets; and
• The contractual terms of instrument give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Debt instruments at FVTPL are a residual category for debt instruments and all changes are recognized in
profit or loss.
Investments in equity instruments are classified as FVTPL, unless the Company irrevocably elects on
initial recognition to present subsequent changes in fair value in Other Comprehensive Income (OCI) for
equity instruments which are not held for trading.
Interest income, dividend income and exchange difference (on debt instrument) on Fair Value Through
Other Comprehensive Income (FVTOCI) debt instruments is recognized in profit or loss and other changes
in fair value are recognized in OCI and accumulated in other equity. On disposal of debt instruments
FVTOCI the cumulative gain or loss previously accumulated in other equity is reclassified to profit & loss.
However in case of equity instruments at FVTOCI cumulative gain or loss is not reclassified to profit & loss
on disposal of investments.
b. Financial Liabilities and Equity Instruments
(1) Classification as debt or equity
Debt and equity instruments issued by Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.

(2) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities.

(3) Financial liabilities

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs. The carrying amounts of financial liabilities that are

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subsequently measured at amortised cost are determined based on the effective interest method. Interest
expense that is not capitalized as part of costs of an asset is included in the ‘Finance Costs’ Line item.

The effective interest method is a method of calculating the amortized cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability.
• Loans and borrowings are subsequently measured at amortized costs using Effective Interest Rate
method.
• Financial liabilities at fair value through profit or loss (FVTPL) are subsequently measured at fair value.
• Financial guarantee contracts are subsequently measured at the higher of the amount of loss allowance
determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative
amortization.
• Financial liability is derecognized when the obligation under the liability is discharged or cancelled or
expires.
B10 IMPAIRMENT OF FINANCIAL ASSETS (EXPECTED CREDIT LOSS MODEL)
The Company applies the expected credit loss model for recognizing impairment loss on financial assets
measured at amortized cost, debt instruments at FVTOCI, lease receivables, trade receivables, and other
contractual rights to receive cash or other financial asset and financial guarantees not designated at FVTPL
Expected credit losses are the weighted average of credit losses with the respective risks of default
occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the
Company in accordance with the contract/agreement and all the cash flows that the Company expects to
receive (i.e.. all cash shortfalls), discounted at the original effective interest rate. The Company estimates
cash flows by considering all contractual terms of the financial instrument, through the expected life of the
financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the life-time
expected credit losses if the credit risk on that financial instrument has increased significantly since initial
recognition. If the credit risk has not increased significantly, the Company measures the loss allowance
at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of
the life-time expected credit losses and represent the life-time cash shortfalls that will result if the default
occurs within 12 months after the reporting date and thus, are not cash shortfalls that are predicted over
the next 12 months.
When making the assessment of whether there has been a significant increase in credit risk since initial
recognition, the Company uses the change in the risk of a default occurring over the expected life of the
financial instrument instead of a change in the amount of the expected credit loss. To achieve that, the
Company compares the risk of a default occurring on the financial instrument as at the reporting date with
the risk of a default occurring on initial recognition and considers reasonable and supportable information,
that is available without undue cost or effort, that is indicative of significant increases in credit risk since
initial recognition
B11 PROVISIONS
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding
the obligation. When provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).

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When some or all of the economic benefits required to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be
received and the amount of the receivable can be measured reliably.
B12 WARRANTIES
The estimated liability for product warranties is recorded when products are sold. These estimates are
established using historical information on the nature, frequency and average cost of warranty claims
and management estimates regarding possible future incidence based on corrective actions on product
failures. The timing of outflows will vary as and when warranty claim will arise- being typically six months
to one year.
B13 CURRENT AND NON CURRENT CLASSIFICATION
Current Asset:
An asset shall be classified as current when it satisfies any of the following criteria:
(a) it is expected to be realized in, or is intended for sale or consumption in, the company’s normal
operating cycle;
(b) it is held primarily for the purpose of being traded.
(c) It is expected to be realized within twelve months after the reporting date, or
(d) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting date.
All other assets shall be classified as non-current.

Current Liabilities:
A liability shall be classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in the company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within twelve months after the reporting date: or
(d) the company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date. Terms of a liability that could at the option of the counterparty, result
in its settlement by the issue of equity instruments do not affect its classification. All other liabilities
shall be classified as non-current.
B14 DEFERRED TAX & CURRENT TAX
a. Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets
are generally recognized for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilized. Such
deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if
the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected
to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period.

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The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
b. Current and deferred tax for the year
The income tax expense or credit for the year is the tax payable on current year’s taxable income based
on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity respectively
B15 EARNING PER SHARE (EPS)
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year. For the
purpose of calculating Diluted Earnings per Share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the
effects of all dilutive potential Equity Shares.
B16 LEASE
The Company’s lease asset classes primarily consist of leases for land and buildings. The Company
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the
Company assesses whether:
• The contract involves the use of an identified asset
• The Company has substantially all of the economic benefits from use of the asset through the period
of the lease and
• The Company has the right to direct the use of the asset
At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term
of 12 months or less (short-term leases) and low value leases. For these short‑term and low-value leases,
the Company recognizes the lease payments as an operating expense on a straight-line basis over the
term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the
lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they
will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any
initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the
purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell
and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.

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The lease liability is initially measured at amortized cost at the present value of the future lease payments.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are
remeasured with a corresponding adjustment to the related ROU asset if the Company changes its
assessment of whether it will exercise an extension or a termination option.
Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments
have been classified as financing cash flows.
C Cash Flow Statement
Cash flow statement is prepared segregating the cash flows from operating, investing and financing
activities. Cash flow from operating activities is reported using indirect method. Under the indirect method,
the net profit/ (loss) is adjusted for the effects of:
• Transactions of a non-cash nature;
• Any deferrals or accruals of past or future operating cash receipts or payments and,
• All other items of income or expense associated with investing or financing cash flows.
The cash flows from operating, investing and financing activities of the Company are segregated based
on the available information. Cash and cash equivalents (including bank balances) are reflected as such
in the Cash Flow Statement. Those cash and cash equivalents which are not available for general use as
on the date of Balance Sheet are also included under this category with a specific disclosure.
D Borrowings Cost:
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale. Investment income earned on the
temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the period in
which they are incurred.

For Gianender & By Order of the Board

Associates For RACL Geartech Limited
Chartered Accountants
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH
(Partner) (Chairman & M.D.) (Director) ANIKHINDI
M.No :083878 DIN: 00057602 DIN: 02146267 (Director)
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL HPS BEDI SHAGUN BAJPAI
KAUR (Director) (Company Secretary)
(Director) DIN : 05217488 ICSI MEM. NO. A45982
DIN: 02435942
Place: Noida ANIL SHARMA
Date : 29th June, 2020 (Director)
DIN : 00157911

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 Notes to the Standalone financial statements for the Year ended 31st March, 2020
Property, plant and equipment
(` in Lakh)
Note
Particulars Cost or Deemed cost Accumulated depreciation Impairment Carrying Amount
No
Impairment
Balance Balance Balance Balance Balance Balance
Depre- loss / As at As at
as at at as at at as at at
ciation Disposals reversal March 31, March
April 1, Additions Disposals March 31, April 1, March April 1, March
expense during the 2020 31, 2019
2019 2020 2019 31, 2020 2019 31, 2020
year
Building 933.48 285.56 89.30 1,129.74 95.26 69.72 39.41 125.57 - - - 1,004.17 838.22
Right
To Use - 472.13 - 472.13 - 88.67 - 88.67 - - - 383.46 -
Buildings
RACL Geartech Limited

Plant &
7,802.66 1,944.56 196.64 9,550.58 898.05 830.77 111.45 1,617.37 - 99.22 99.22 7,833.99 6,904.61
Machinery
Furniture &
4.53 - - 4.53 0.89 2.32 - 3.21 - - - 1.32 3.64
Fixtures
Vehicles 94.44 - - 94.44 7.63 18.76 - 26.39 - 3.12 3.12 64.93 86.81
Office 2
81.29 12.69 1.05 92.93 25.78 18.61 1.05 43.34 - 0.44 0.44 49.16 55.52
Equipments
Electrical
128.03 8.04 - 136.07 19.68 12.16 - 31.84 - - - 104.23 108.35
Installation
Capital Tool
309.45 7.70 - 317.15 - 60.26 - 60.26 - - - 256.89 309.45
Support
Right
To Use
1,144.37 - - 1,144.37 - 19.08 - 19.08 - - - 1,125.29 1,144.37
Leasehold -
Land
Total 10,498.25 2,730.68 286.99 12,941.94 1,047.28 1,120.35 151.91 2,015.72 - 102.78 102.78 10,823.44 9,450.97

Intangible Assets
(` in Lakh)
Note Accumulated depreciation and
Particulars Cost or Deemed cost Impairment Carrying Amount
No impairment
Impairment
Balance Balance Balance Balance Balance Balance
Depre- loss / As at As at
as at at as at at as at at
ciation Disposals reversal March 31, March
April 1, Additions Disposals March 31, April 1, March April 1, March
expense during the 2020 31, 2019
2019 2020 2019 31, 2020 2019 31, 2020
year
Intangible
3 12.86 10.42 - 23.28 - 7.37 7.37 - - - 15.91 12.86
Asset
Capital
Work In 4 18.88 26.59 16.11 29.36 - - - - - 29.36 18.88
Progress
Total 31.74 37.01 16.11 52.64 - 7.37 - 7.37 - - - 45.27 31.74

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Notes to the Standalone Financial Statements for the Year ended 31st March, 2020
(` in Lakh)
Note As at March 31, As at March 31,
Particulars
No 2020 2019
Non Current Assets
(d) Financial Asset 5
Investment in Equity Share Capital of Racl Geartech Gmbh, Austria for EURO 17500 14.19
Security Deposits with landlord against rented premises & Authority 87.46 37.27
Security Deposits with UPPCL 91.17 76.07
Total 192.82 113.34
(e) Other Non Current Assets 6
Capital Advances
'-Advance for Machineries 15.14 50.67
Total 15.14 50.67
Current Assets
(a) Inventories (Lower of Cost or Net Relisable Value) 7
Raw Materials and components 427.59 494.73
Work-in-progress 727.47 723.96
Finished goods 246.38 123.12
Stock-In-Transit 484.68 349.99
Stores and spares 454.66 315.05
Loose Tools 1550.05 1,336.26
Jigs & fixtures 256.64 257.50
Total 4,147.46 3,600.61
(b) Financial Assets
i . Trade Recievable 8
Unsecured, considered good 5374.30 5,088.64
Total 5,374.30 5,088.64
The concentration of credit risk is limited due to the fact that customer base is large and unrelated
The Company has taken an advance of ` 2483.43 lakh from RBL Bank & Citibank against Trade Receivables. The above
figures are inclusive of RBL Bank & Citibank advances which are secured in following manner:
- Second charge on the entire current movable & Fixed Assets of the company
- Personal Guarantee of Mr Gursharan Singh & Mr D.R Arya
ii. Cash and Cash Equivalents 9
Balances with banks 53.74 61.90
Cash in hand 12.04 7.97
Total 65.78 69.87
iii. Other Financial Asset 10
Interest Receivable 14.84 5.44
Interest Receivable on Account of Electricity Deposit - 35.23
Other Claims 0.80 16.42
Margin money* 400.19 213.05
Other Loans and Advances 60.00 50.00
Total 475.83 320.14
*The Margin money on Letter of Credit is secured by Pledging of Term Deposit Receipts to the Schedule Bank.
(c) Other Current Assets (Secured, considered good) 11
Deposit with Government authorities 68.47 136.76
Prepaid Expenses 59.09 70.24
Advance to Suppliers 196.15 279.24
Other Advances 0.73 16.55
Advance recoverable in cash or in kind or to the value to be received 759.18 367.49
Total 1,083.61 870.28

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Note No 12

Equity Share Capital (` In Lakh)

Particulars Note No As at March 31, 2020 As at March 31, 2019
Equity 12.a.
Authorised ( Equity Shares of Rs.10/- each ) 2,000.00 2,000.00
Issued & Subscribed (Equity Shares of Rs.10/- each ) 1,179.00 1,129.00

Paid up Share Capital 1,078.16 1,028.16

Total Paid Up Share Capital 1,078.16 1,028.16

During the year ended 31st March’ 2020, Company had issued and alloted 5,00,000 equity shares of the face
value of ` 10/- each on preferential allotment basis through private placement at a price of ` 72.50/- ( including
premium of ` 62.50/-)
i. Terms and rights attached to equity shares
The Company has only one class of equity shares having a face value of ` 10 per share. Each holder of the
equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees.
The dividend, if any proposed, by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting.
The Company declared and paid an interim dividend of ` 1/- per share (10% of the fair value of shares)
amounting to ` 107.82 Lakh. ( Previous year : NIL)
In the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferencial amounts in the proportion to number of equity shares
held by the shareholders.
ii. Shares held by holding/Ultimate holding company and/or their subsidairies/associates : Nil

iii. Reconcillation of the number of shares and amount outstanding at the beginning and at the end of
reporting Year
(` In Lakh)
Particulars As at 31.03.2020 As at 31.03.2019
No of Equity INR No of Equity INR
Shares Shares
Share outstanding at the beginning of the year 102.82 1,028.16 99.32 993.16
Share issued during the year 5.00 50.00 3.50 35.00
Shaes bought back during the year -
Share outstanding at the end of the year 107.82 1,078.16 102.82 1,028.16

iv. List of Shareholders having more than 5% equity shares (` In Lakh)

Particulars As at 31.03.2020 As at 31.03.2019
Name of Shareholder No of % of Holding No of Shares % of Holding
Shares Held Held
Gursharan Singh 39.29 36.44 34.29 33.35
PICUP 15.03 13.94 15.03 14.62
Middleware Development Limited 8.70 8.07 10.00 9.73

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Other Equity (` In Lakh)

Particulars Note No As at March 31, 2020 As at March 31, 2019
Retained Earning 12.b. 6,700.18 5,193.89
Securities Premium Reserve 695.31 382.75
Share Forfeiture Account 41.95 41.95
Total 7,437.44 5,618.59

a. The Company has forfeited 10,08,400 equity share of Rs 10/- each (on 21.4.2003) and 19,00,000 convertible
share warrants having paid up value of Re 1/- each (on 19.4.2010)

Movement in Other Equity (` In Lakh)

Particulars As at March 31, As at March 31,
2020 2019
Retained Earning
Opening Balance 5,193.89 4,250.66
Add: Comprehensive Income for the year 1,636.27 943.23
Less: Dividend Paid (107.82) -
Less: Dividend Distribution Tax (22.16) -
Closing Balance 6,700.18 5,193.89

Securities Premium Reserve

Opening Balance 382.75 181.50
Add: Comprehensive Income for the year 312.56 201.25
Closing Balance 695.31 382.75

Share Forfeiture Account

Opening Balance 41.95 41.95
Add: Comprehensive Income for the year - -
Closing Balance 41.95 41.95

For Gianender & Associates

By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N

MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI

(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889

D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR

(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338

NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI

Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982

ANIL SHARMA
(Director)
DIN : 00157911

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IATF 518901-000

Notes to the Standalone Financial Statements for the Year ended 31st March, 2020
(` in Lakh)

Note As at March As at March

Particulars
No 31, 2020 31, 2019

Non Current Liabilities

(a) Financial Liabilities
Borrowings 13
Secured Loans 13.a.
Term Loan from Bank 3,678.97 3,308.00
Less: Unamortised Borrowing Cost (27.34) (29.95)
Less: Current Maturities of Term Loan (1,084.42) (769.72)
(i) 2,567.21 2,508.33
Car Loan 37.52 55.24
Less: Current Maturities of car Loan (19.30) (22.20)
(ii) 18.22 33.04
1((i)+(ii)) 2,585.43 2,541.37
Unsecured 13.b.
Term Loan from Financial Institutions/ Banks 627.38 727.98
Less: Current Maturities of loan from FI (139.40) (163.04)
Term Loan from Related Parties 30.00
2 487.98 594.94
Total (1+2) 3,073.42 3,136.31
Other Non current Financial Liabilities 14
Lease Liabilties 407.27
Less: Current Maturities of Lease Liabilities 105.18
Total 302.09 -

1. Secured Term Loans from banks have been guaranteed by Whole Time Directors.
2. Maturity Profile of Secured Term Loans and Other Loans are as under :
- FY 20-21 11.04 Crores
- FY 21-22 9.52 Crores
- FY 22-23 7.79 Crores
- FY 23-24 5.71 Crores
- FY 24-25 2.37 Crores

3. Loans from bank of India, Noida Branch, IndusInd Bank Ltd, Citibank, and RBL Bank are secured on PariPassu Basis in the
following Manner:
- First charge by way ofHypothecation on entire stock and Book Debt of the Company
- First Charge over entire Fixed Assetsof the company excluding Land and Building & vehicle (Both Present & Future)
- Extention of EQM of Comapny’s Land and Building at Gajraula U.P.
The above Loans are also secured by personal guarantee (Joint and Several) of Shri Gursharan Singh and Shri D.R. Arya
Loans from Tata Capital and Siemens Financial Services are secured by fixed charges on the specific Assets financed.
The Current Maturities of Long Term Debt have been shown as Current Liabilites under Note No. 19 & 20

4. Unsecured Loans from Financial Institutions and Banks include Loan from Foreign Bank UBS(AG)- Switzerland & Luzerner
Kantonal Bank - Switzerland in CHF currency. Maturity Profile of Unsecured term Loans and Other Loans in INR are as under :
- FY 20-21 2.10 Crores
- FY 21-22 2.10 Crores
- FY 22-23 1.39 Crores
- FY 23-24 1.10 Crores
- FY 24-25 0.40 Crores

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 RACL Geartech Limited IATF 16949-2016
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(` in Lakh)
(b) Long Term Provisions 15
Gratuity 620.13 550.85
Leave Encashment 77.77 92.38
Total 697.90 643.23

(c) Deferred tax liabilities (Net) 16

Deferred tax liabilities 1053.95 965.87
Less: Deferred tax assets (359.07) (205.72)
Less Mat Credit Entitlement (93.94)
Total 694.89 666.21
(d)Other Non- Current Liabilities 17
Long Term Advances from Customers 150.78 170.86
Less: Current Maturities of Long Term Advances from Customers (70.85) (35.41)
Total 79.93 135.45

Current Liabilities
(a) Financial Liabilities
(i). Secured Borrowings 18
a. Loans repayable on demand
from banks 1883.50 1,640.55
Total a. 1,883.50 1,640.55

b. Bill Discounting Facility 2483.43 2748.40

Total b. 2,483.43 2,748.40
Total (ia) {a.+b.} 4,366.92 4,388.95
1. Loans from Bankof India, Noida Branch ,Indusind Bank Ltd, Citibank and RBL Bank are secured on PariPassu Basis in the
following Manner:
- First charge by way of Hypothecation on entire stock and Book Debt of the Company
- First Charge over entire Fixed Assetsof the company excluding Land and Building & vehicle (Both Present & Future)
- Extension of EQM of Comapny’s Land and Building at Gajraula U.P.
The above Loans are also secured by personal guarantee (Joint and Several) of Shri Gursharan Singh and Shri D.R. Arya
ii. Trade payables 19
Due to other than SSIs/MSME 1903.54 2,140.12
Add: Cheques issued but not present in the bank 0.42 0.66
Total 1,903.96 2,140.78

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

(` in Lakh)
1. According to records available by the company overdues payable to entities that are classified as Micro and Small Enterprises
under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is ` Nil (previous year ` Nil). Further no
interest has been paid or was payable to such parties under the said Act during the year.
2.Dues to Micro,small and medium enterprises have been determined to the extent such parties have been identified on the basis
of information collected by the Company. This has been relied upon by the auditors.
iii. Other Financial liabilities - Current 20
Current maturities of Long-term debt
Current Maturities of Term Loan 1084.42 769.72
Current Maturities of Car Loan 19.30 22.2
Current Maturities of Loan from Financial Institution 139.40 163.04
Current Maturities of Lease Liability 105.18
Payableto Staff 0.83 0.37
Salary & Wages 41.16 63.73
Other payables 787.74 480.85
Total 2,178.04 1,499.91

(b) Other Current liabilities 21

i. Statutory Dues
Tax Collection At Source 0.05 0.17
TDS Payable 22.84 19.08
GST Payable 8.79 5.10
ii Advance received from Customers 142.60 135.38
iii Current Maturities of Long Term Advances from Customers 70.85 35.41
iv Unpaid Interim Dividend (2019-20) 5.38
Total 250.51 195.14

(c) Short Term Provisions 22

Gratuity Short term 100.13 51.74
Leave Encashment Short Term 27.76 11.51
ESI & PF Payable 7.03 7.78
Total 134.92 71.03

(d) Current Tax Liabilities (Net) 23

Income Tax Payable 558.10 373.28
Less : Advance Taxes (532.64) (300.78)
Total 25.46 72.50

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Notes to Standalone Financial Statements for the Year ended 31st March, 2020
Revenue From Operations (` in Lakh)
Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019
Sale of Products - Domestic 6102.01 7129.59
Sale of Products - Export 24 14237.49 10986.88
Other Operating Revenue 893.42 878.65
Total 21,232.92 18,995.12

Other Income (` in Lakh)

Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Interest on Deposits 24.25 17.84

Discount on Advance paid to Supplier 25.36
Other Non Operating Income 25 2.00 37.54
Foreign Exchange Rate Fluctuation Net Gain 0.00 45.93
Total 51.61 101.31

Cost of Raw Material (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Opening Stock 494.73 416.75

Add: Purchases 26 7,009.56 6936.18

Less: Closing Stock (427.59) (494.73)

Total 7,076.70 6,858.20

(` in Lakh)
Change in Inventories
Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Closing Stock
Finished Goods -CS 246.38 121.25
Material in Transit -CS 484.68 349.99
Work in Progress -CS 727.47 725.83
Scrap -CS
1,458.52 1,197.07

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 RACL Geartech Limited IATF 16949-2016
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(` in Lakh)

Less:

Opening Stock

Finished Goods- OS 27 121.25 111.63

Material in Transit- OS 349.99

Work in Progress- OS 725.83 602.13

Scrap- OS

1,197.07 713.76

(Inc)/Dec in stock (261.45) (483.31)

Employee Benefits Expenses (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Salary & Incentives 2041.78 1850.02

Contribution to Provident Fund 37.43 34.21

Gratuity Contribution 28 84.45 72.64

Leave Encashment 11.68 20.63

Directors Remuneration 198.67 153.44

Staff Welfare Expenses 88.49 80.32

Total 2,462.50 2,211.26

Finance Cost (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Interest Expense 717.69 555.18

Foreign Exchange Rate Fluctuation Net Loss 29 30.52

Other Borrowing Cost 96.01 82.41

Total 844.22 637.59

(` in Lakh)
Depreciation and Amortisation
Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Depreciation 30 1127.73 799.59

Total 1,127.73 799.59

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 RACL Geartech Limited IATF 16949-2016
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Other Expenses (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019
Stores & Spares Consumed 681.62 725.09
Packing Material Consumed 403.98 372.68
Loose Tools Consumed 991.48 1086.31
Power, Oil & Lubricants & LPG for furnance 1,351.33 1402.54
Repairs & Maintainance (Plant & Machinery) 209.88 194.84
Outside Vendoring 2,484.63 2077.28
Others 13.29 11.96
Assets Written Off 49.89 0.00
Impairment Loss 102.77 0.00
Total 6,288.88 5,870.70
Travelling & Conveyance 102.64 90.74
Vehicle Running and Maintenance Costs 31 70.52 62.85
Telephone, Telex & Communication 23.46 21.98
Repairs & Maintainence -Buildings 32.41 15.82
Repairs & Maintainence -Others 6.85 0.41
Freight & Forwarding 583.03 729.70
Rework & Other Charges on Sales 27.31 72.04
Loss on Sale of Faulty Goods 130.66 74.95
Warehouse Charges 86.15 48.23
Austrian Subsidiary Services 39.56 0.00
UPSIDC Maintenance Charges 49.02 0.00
Insurance 57.51 47.05
Loss From Sales of Fixed Assets 8.93 7.56
Rent 0.00 77.68
Printing & Stationary 28.81 23.57
Electricity & Water 12.78 12.73
Legal & Professional Fees 153.44 116.02
Misc Expenses 142.05 66.94
Total 1,555.12 1,468.27
Total 7,844.00 7,338.97

Payments to Statutory Auditors (` in Lakh)

Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

(a) Statutory Audit Fee 3.20 4.15

(b) Other Services 3.15 0.00

Total 6.35 4.15

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Notes to the Standalone Financial Statements for the Year ended 31st March, 2020
32 Disclosure pursuant to Ind AS 33 “Earnings per share”
Basic and Diluted Earnings per share (EPS) computed in accordance with Ind AS 33 “Earnings per share”.
Unit As at March 31, As at March 31,
Particulars
2020 2019
Earnings Per Equity Share:
Profit for the year attributable to owners of the Company Rupees 1,636.27 943.23
Weighted average number of equity shares outstanding Numbers 106.74 101.02
for calculating basic earnings per share
Basic Earnings per Share Rupees 15.33 9.34

33 Disclosure pursuant to Ind AS 19 “Employee Benefit”

The details of various employee benefit provided to employee areas under:
Defined Benefit Plans
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined
benefit plan. The gratuity plan provides for a lump sum payment to the employees at the time of separation
from the service on completion of vested year of employment i.e. five years. The liability of gratuity plan is
provided based on actuarial valuation as at the end of each financial year.
These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate
risk, longevity risk and salary risk, Investment Risk.
Interest Rate Risk The defined benefit obligation calculated uses a discount rate based on government
bonds. If bond yields fall, the defined benefit obligation will tend to increase Longevity Risk.
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan’s liability.
Salary Risk Higher than expected increases in salary will increase the defined benefit obligation.
The most recent actuarial valuation for determining present value of the defined benefit
obligation were carried out as at March 31, 2020 by Mr. I Sambasavi Rao (Membership no. 158),
Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation,
and the related current service cost, were measured using the projected unit credit method.
The principal assumption used for the purpose of the actuarial valuations were as follows:-”
A. Gratuity (` in Lakh)
Gratuity
Particulars
As at March 31, 2020 As at March 31, 2019
Reconciliation of opening & closing balances of PV of defined
benefit obligation
Opening defined benefit obligation 602.59 512.01
Current service Cost 39.37 31.07
Interest Cost on Benefit Obligation 41.32 38.90
Prior service cost-Vested benefit
Net Actuarial gain/loss recognized during the year 61.70 34.13
Benefits paids (24.72) (13.52)
Closing defined benefit obligation 720.26 602.59

Current Liabilities 100.13 51.74

Non Current Liabilities 620.12 550.85

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 RACL Geartech Limited IATF 16949-2016
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(` in Lakh)
Expenses recognized in the statement of P&L Account
Current Service Cost 39.37 31.07
Interest Cost on Benefit Obligation 41.32 38.90
Defined Benefit Cost included in P&L 80.69 69.97
Total Remeasurement in OCI 61.70 34.13
Total Defined Benefit Cost recognised in P&L and OCI 142.39 104.10

Summary of Actuarial Assumptions

Retirement Age
Discount Rate 7.00% 7.70%
Salary Escalation 6% 6%
Attrition Rate 58 Years 58 Years
Average Future Service 18.22 16.17
Mortality Table IALM(2006-08) Table

B. LEAVE ENCASHMENT
(` in Lakh)
Leave Encashment
Particulars
As at March 31, 2020 As at March 31, 2019
Reconciliation of opening & closing balances of PV of defined 103.89 132.53
benefit obligation
Opening defined benefit obligation
Current service Cost 7.53 11.60
Interest Cost on Benefit Obligation 6.91 8.34
Prior service cost-Vested benefit
Net Actuarial gain/loss recognized during the year (2.44) (0.12)
Benefits paids (10.36) (48.46)
Closing defined benefit obligation 105.53 103.89

Current Liability 27.76 11.51

Non Current Liability 77.77 92.38

Expenses recognized in the statement of P&L Account

Current Service Cost 7.53 11.60
Interest Cost on Benefit Obligation 6.91 8.34
Defined Benefit Cost included in P&L Account 14.44 19.94
Total Remeasurement in OCI (2.44) (0.12)
Total Defined Benefit Cost recognised in P&L and OCI 12.00 19.82

Summary of Actuarial Assumptions

Retirement Age
Discount Rate 7.00% 7.70%
Salary Escalation 6% 6%
Retirement Age 58 Years 58 Years
Average Future Service 17.75 18.73
Mortality Table IALM(2006-08) Table

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C. SENSITIVITY ANALYSIS
A quantitative sensitivity analysis for significant assumptions as 31st March 2020

Gratuity Plan
Change in Impact on Defined
Particulars Assumptions Benefit Obligation
Increase/ Increase/ Decrease
(Decrease) in Assumptions
UNDER BASE SCENARIO 72,026,321
% `
SALARY ESCALATION 1.00% 76,763,513
-1.00% 67,713,847
WITHDRAWAL RATES 1.00% 72,288,629
-1.00% 71,734,164
DISCOUNT RATES 1.00% 67,907,489
-1.00% 76,661,166

34 Disclosure of Segmental reporting pursuant to Ind AS 108 “Segmental Reporting”

The Company is engaged in manufacturing of Automotive Components meant for two wheeled, three
wheeled and four wheeled Vehicles. Based on similarity of activities/products, risk and reward structure,
organisation structure and internal reporting Systems. The company has structured its operations into
single operating segment geographic distribution of however based on the activities, the chief operating
decision maker identified India and outside India as two geographical segments.
(` in Lakh)
Revenue from Customers As at March 31, 2020 As at March 31, 2019
Within India 6102.01 7129.59
Outside India
AUSTRIA 6444.05 5260.71
JAPAN 2645.08 2998.64
GERMANY 3913.01 2082.86
SWITZERLAND 786.68 368.51
ITALY 103.63 256.73
VIETNAM 6.96 8.41
HUNGARY 336.18 5.50
CHINA 1.89 5.50
35 Disclosure of Related parties / Related party transactions pursuant to Ind AS 24 “Related Party
Disclosures”
A. List of Related Parties
Wholly Owned Subsidiary
Name of the Subsidiary Country Holding As at March 31, 2020
RACL Geartech Gmbh Austria 100%

Name of the Key Management Personnel Designation

Mr. Gursharan Singh Chairman and Managing Director
Mr. Dev Raj Arya Director & CFO

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 RACL Geartech Limited IATF 16949-2016
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Mr. Hitesh Kumar Company Secretary

Mr. Anil Sharma Non- Executive Director
Ms. Shagun Bajpai Company Secretary

Name of Relatives of Key Managerial Personnel Relations

Mrs. Narinder Paul Kaur (Non-Executive Director) Wife of Mr.Gursharan Singh
Mr. Prabh Mehar Singh Son of Mr.Gursharan Singh

B. Transactions with related parties: (` in Lakh)

Particulars As at March 31, 2020 As at March 31, 2019
Business Support Services of Racl Geartech Gmbh - Austria 39.56 0.00
Remuneration and Perks - Key Managerial Personnel 219.48 163.19
Remuneration and Perks - Relatives of Key Managerial Personnel 37.01 22.97
Directors Sitting Fees 2.95 0.90

Payments made to RACL Geartech Gmbh - Austria for ` 39.56 Lakh for Business Support Services rendered
during the year. An investment made for ` 14.19 Lakh by the Company.
Remuneration & Perks include payment to Mr. Gursharan Singh, Chairman & Managing Director ` 142.18 Lakh
(Prev Year ` 109.36Lakh), Mr. Dev Raj Arya, Director & CFO ` 59.65 Lakh (Prev Year ` 47.33 Lakh) Mr. Hitesh
Kumar, Company Secretary ` 7.03 Lakh (Prev Year ` 6.50 Lakh), Ms. Shagun Bajpai, Company Secretary `
1.52 Lakh (Prev Year NIL), Mr. Anil Sharma, Non-Executive Director ` 9.10 Lakh (Prev Year NIL) KMP’s of the
company
Remuneration & Perks paid to Mrs. Narinder Paul Kaur ( as retainership fees), ` 18 Lakh (Prev Year ` 13.20
Lakh) and Mr. Prabh Mehar Singh ` 19.01 Lakh (Prev year ` 9.77 Lakh) , Relatives of Key Managerial Person
Director Sitting Fees is paid to Mrs. Narinder Paul Kaur, Non executive Director ` 1.15 Lakh (Prev. Year ` 0.90
Lakh) & Mr. Anil Sharma, Non executive Director ` 1.80 Lakh (Prev. Year ` 1.65 Lakh).

(` in Lakh)
Outstanding As at March 31, 2020 Outstanding As at March 31, 2019
Name of the Subsidiary
Receivable Payable Receivable Payable
2.88 4.81 - -
RACL Geartech Gmbh -
Investment in Equity As at March 31, 2020 Investment in Equity As at March 31, 2019
Austria
14.19 - -

(` In Lakh)
Name of the Key Management Personnel Outstanding Outstanding
As at March 31, 2020 As at March 31, 2019
Receivable Payable Receivable Payable
Mr. Gursharan Singh - 34.95 - 24.21
Mr. Dev Raj Arya - - - -
Mr. Hitesh Kumar - - - -
Mr. Anil Sharma - - - -
Ms. Shagun Bajpai - - - -
Name of Relatives of Key Managerial Personnel
Mrs. Narinder Paul Kaur (Non-Executive Director) - - - -
Mr. Prabh Mehar Singh - - - -

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 RACL Geartech Limited IATF 16949-2016
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Financial Instruments (` in Lakh)

36 Capital Managment
The Company manages its capital to ensure that the Company will be able to continue as a going concern
while maximising the return to stakeholders through efficient allocation of capital towards expansion of
business, opitimisation of working capital requirements and deployment of surplus funds into various
investment options.
The capital structure of the company consists of debt (long term borrowings, current maturity of long term
borrowings and short term borrowings), capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders.
36.1 Gearing Ratio
The gearing ratio at the end of the reporting period was as follows

Particulars As at March 31, 2020 As at March 31, 2019

Debt 8,683.46 8,480.22
Cash and Bank Balances 65.78 69.87
Net Debt (i) 8,617.69 8,410.35
Equity (ii) 8,515.60 6,646.75
Net Debt To Equity Ratio 1.01 1.27

37. Catagories of Financial Instruments

31.03.2020 31.03.2019
Financial instruments by categories Amortized Amortized
FVTPL FVTOCI FVTPL FVTOCI
cost cost
Financial asset
Non-Current Financial Asset
Security Deposit - - 192.82 - - 113.34
Current Financial Asset
i.Trade receivables - - 5,374.30 - - 5,088.64
ii.Cash and cash equivalents - - 65.78 - - 69.87
iii.Other Financial asset - - 475.83 - - 320.14
Total Financial Asset - - 6,108.72 - - 5,591.99
Financial liability
Non-Current Financial Liabilities
Borrowings - - 3,073.42 - - 3,136.31
Other - - 302.09
Current Financial Liabilities
i.Borrowings - - 5,610.05 - - 5,343.91
ii.Trade payables - - 1,903.96 - - 2,140.78
iii. Current matjurities of lease - - 105.18
iii.Other financial liabilities - - 829.73 - 544.95
Total Financial Liabilities - - 11,824.42 - - 11,165.95

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38 Fair value of Financial Assets and Liabilties at amortized cost (` in Lakh)

31.03.2020 31.03.2019
Financial instruments by categories
Carrying amount Fair value Carrying amount Fair value
Financial asset
Non-Current Financial Asset
Security Deposit 192.82 192.82 113.34 113.34
Current Financial Asset
i.Trade receivables 5,374.30 5,374.30 5,088.64 5,088.64
ii.Cash and cash equivalents 65.78 65.78 69.87 69.87
iii.Other Financial asset 475.83 475.83 320.14 320.14
Total Financial Asset 6,108.72 6108.72 5,591.99 5591.99
Financial liability
Non-Current Financial Liabilities
Borrowings 3,073.42 3,073.42 3,136.31 3,136.31
Current Financial Liabilities
i.Borrowings 5,610.05 5,610.05 5,343.91 5,343.91
ii.Trade payables 1,903.96 1,903.96 2,140.78 2,140.78
iii.Other financial liabilities 829.73 829.73 544.95 544.95
Total Financial Liabilities 11,417.15 11,417.15 11,165.95 11,165.95

The carrying amount of financial assets/liabilities including trade receivables and payables and others; measured
at amortised cost are considered to be the same as their fair values, due to their short term nature.
The carrying value of Rupee Term Loan approximate fair value as the instruments are at prevailing market rate.
The Fair values are all measured at Level 3

39 Financial Risk Management Objectives

The company’s activities expose it to variety of financial risks. These risks include market risk (including
currency risk, interest rate risk and other price risk), credit risk and liquidity risk.The company’s focus
is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on
its financial performance. The Board of Directors has overall responsibility for the establishment and
oversight of the Company’s risk management framework. The Board of Directors has established a risk
management policy to identify and analyze the risks faced by the Company, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed
annually to reflect changes in market conditions and the Company’s activities. The Board of Directors
oversee compliance with the Company’s risk management policies and procedures, and reviews the risk
management framework.
A) Market risk
The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risk: currency risk, interest
rate risk and other price risk.
i Foreign Currency Risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rate. The company operates internationally and a major portion
of the business is transacted in several currencies and consequently the company is exposed to foreign
exchange risk through its sales and services in the several countries and purchases from overseas
suppliers in various foreign currencies.

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The Company has incurred expenditure in Foreign Currency (` in Lakh)

Particulars FY 2019-20 FY 2018-19
Raw Material/Tools/Machines 1,540.54 2,710.97
Foreign Travelling 68.05 54.60

The Company has Earnings in Foreign Currency

Particulars FY 2019-20 FY 2018-19
Export of Goods on CIF Basis 14,237.49 10,986.88

The foreign currency risk from financial instruments as at March 31, 2020 is as follows: (` in Lakh)
As on 31.03.2020
Particulars Thai Hong Kong Canadian
USD EURO CHF GBP Yuan JPY
Baht Dollar Dollar
Cash & Cash 0.90 0.31 0.42 0.07 0.41 0.14 0.05 0.02 0.05
Equivalents (INR)
Trade Receivables (INR) 3818.45 165.84
Trade Payables (INR) 20.76 8.32
Interest Payables (INR) 4.25
Borrowings in Foreign 2834.66 62.29 487.99
Currency (INR)
Total 6654.01 249.20 500.98 0.07 0.41 0.14 0.05 0.02 0.05

The foreign currency risk from financial instruments as at March 31, 2019 is as follows: (` in Lakh)
As on 31.03.2020
Particulars
USD EURO CHF GBP Yuan JPY Thai Baht
Cash & Cash Equivalents (INR) 0.62 0.48 0.38 0.07 0.02 0.12 0.09
Trade Receivables (INR) 3623.53 96.77
Trade Payables (INR) 3.10
Interest Payables (INR) 4.73
Borrowings in Foreign Currency (INR) 2650.85 87.11 727.98
Total 6275.00 184.36 736.19 0.07 0.02 0.12 0.09

Sensitivity analysis based on average outstanding Foreign currency loan (` in Lakh)

Impact on profit/ loss after tax
Particulars FY 2019-20 FY 2018-19
Increase or decrease in exchange rate by `1 97.90 103.79
Note: Profit will increase in case of decrease in foreign currency rate and vice versa

ii Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates.
The Interest risk arises to the company mainly from borrowings with variable rates. The company measures
risk through sensitivity analysis.
Currently, Lending by Commercial Banks is at variable rate, which is an inherent business risk.

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The Company’s exposure to interest rate risk due to variable interest rate borrowings is as follows:
(` in Lakh)
Particulars FY 2019-20 FY 2018-19
Debt from Banks/FIs - Variable rate borrowings 8,815.98 8,480.17

Sensitivity analysis based on average outstanding Debt (` in Lakh)

Impact on profit / loss after tax
Interest Rate Risk Analysis
FY 2019-20 FY 2018-19
Increase or decrease in interest rate by 25 basis points 21.62 18.91
Note: Profit will increase in case of decrease in interest rate and vice versa

B) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial assets.
The company is exposed to liquidity risk due to bank borrowings and trade and other payables.
The company measures risk by forecasting cash flows.
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage
to the Company’s reputation. The Company ensures that it has sufficient fund to meet expected operational
expenses, servicing of financial obligations.

The following are the contractual maturities of financial liabilities (` in Lakh)

As at March 31, 2020 Carrying upto 1 year 1-3 years 3-5 More than Total
Amount years 5 years
Non Derivative Financial Liability
Term Loan from Banks 3,678.97 1,084.42 2,521.14 73.41 3,678.97
Term Loan from Financial Institutions 627.38 139.40 418.19 69.79 627.38
Lease Liabilities 512.45 105.18 219.32 187.95 512.45
Long Term Advances from Customers 150.78 70.85 79.93 150.78
Car Loan 37.52 19.30 18.22 37.52
Loan Repayable on Demand 1,883.50 1,883.50 1,883.50
Bill Discounting 18.22 18.22 18.22
Trade Payables 1,903.96 1,903.96 1,903.96
Other Financial Liabilities - - -
Total 8,812.79 5,224.83 3,256.80 331.15 - 8,812.79

The following are the contractual maturities of financial liabilities (` in Lakh)

As at March 31, 2019 Carrying upto 1 year 1-3 years 3-5 More than Total
Amount years 5 years
Non Derivative Financial Liability
Term Loan from Banks 3,308.00 1,084.42 1,919.94 303.64 3,308.00
Term Loan from Financial Institutions 727.98 139.40 418.19 170.39 727.98
Loan repayable to Related party - -
Long Term Advances from Customers 170.86 70.85 100.01 170.86
Car Loan 55.24 19.30 35.94 55.24

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Loan Repayable on Demand 1,640.55 1,640.55 1,640.55

Bill Discounting 2,748.40 2,748.40 2,748.40
Trade Payables 2,140.78 2,140.78 2,140.78
Other Financial Liabilities 544.95 544.95 544.95
Total 11,336.76 8,388.65 2,474.08 474.03 - 11,336.76

40. Expenditure on Corporate Social Responsibility (CSR)

(` in Lakh)
Particulars FY 2019-20 FY 2018-19
a) Gross amount required to be spent during the year 26.97 21.05
b) Amount actually spent during the year 20.55 12.37

41. Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the balance sheet:
(` in Lakh)
As at March Movement Recognised As at March
Particulars 31, 2019 in Statement of Profit and 31, 2020
Loss
Deferred tax (liabilities)/assets in relation to:
Property, plant and equipment and Intanigble Assets (965.87) (88.08) (1,053.95)
Defined benefit obligation 205.72 153.35 359.07
Deferred Tax Asset / (Liabilities) (Net) (760.15) 65.26 (694.89)

42 Contingent liabilities
1.Corporate Guranatees given by the Company on behalf of their Suppliers.
Company has given guarantee/securities under section 186 or other applicable provisions of the Companies
Act. 2013, of following amounts for the suppliers of the Company to TATA Capital financial Services Limited
and these suppliers are associated with the company for last so many years and they have undertaken to
establish additional Job working facility fully dedicated to RACL Geartech Limited:
1. For Global Engineering Works Limited for an amount of ` 114 Lakhs.
2. For Hariom Engineering Private Limited for an amount of ` 29 Lakhs.
3. Diamento precision Parts Private Limited for an amount of ` 40 Lakhs.
2. Income Tax Demands
The Company’s proceedings pending with Tax Authorities are worth for Rs. 103.61 Lakh only. The Company
has reviewed all its pending proceedings and has made adequate provisions, wherever required and
disclosed the contingent liabilties, wherever applicable, in its financial statements. The Company does not
reasonably expect the outcome of these proceedings to have a material impact on its financial statements.
43 Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006
There have been no claimed transactions during the year with Micro, Small and Medium Enterprises
covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Hence,
reporting details of Principal and Interest does not arise.
44 Previous years figures
Previous years figures have been regrouped/reclassified/recasted wherever necessary.

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45 Disclosure Note- Ind AS 116

Ind AS 116 was notified by Ministry of Corporate Affairs on 30 March 2019 and it is applicable for annual
reporting periods beginning on or after 1 April 2019.
Ind AS 116 will affect primarily the accounting by lessees and will result in the recognition of almost all
leases on balance sheet. The standard removes the current distinction between operating and finance
leases and requires recognition of an asset (the right-of-use the leased item) and a financial liability to pay
rentals for virtually all lease contracts. An optional exemption exists for short-term and low-value leases.
RACL reviewed all of the company’s leasing arrangements in light of the new lease accounting rules in
Ind AS 116. The group intends to apply modified retrospective approach and has not restated comparative
information in the financial statements for the year ending 31 March 2020.
The estimated impact of Ind AS 116 on RACL’s financial statements at 31 March 2020 is as follows:
Balance sheet: The company estimates that the adoption of Ind AS 116 will result in an increase in
total assets of approximately INR 479.05 Lakh, split between right-of-use assets of INR 472.11 Lakh and
deferred tax assets of INR 6.94 Lakh. Financial liabilities are expected to increase by approximately INR
472.11 and net equity will decrease by approximately NIL.
Statement of profit and loss: The company estimates that the adoption of Ind AS 116 will result in
increased depreciation of approximately INR 107.75Lakh from the right-of-use assets and increased
finance costs of approximately INR 35.20 Lakh per year due to the interest recognised on lease liabilities.
These will offset the reduction in operating lease expenses of around INR 100.59 Lakh per year, resulting
in an overall net reduction of profit before taxes of approximately INR 42.34Lakh.
Statement of cash flows: The company estimates that the adoption of Ind AS 116 will result in increase in
operating cash flows and decrease in financing cash flows by approximately INR 72.55 Lakh as repayment
of the lease liabilities and related interest will be classified as cash flows from financing activities.
46 Covid-19 Impact
The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance
and slowdown of economic activity. In many countries, businesses are being forced to cease or limit
their operations for long or indefinite periods of time. Measures taken to contain the spread of the
virus, including travel bans, quarantines, social distancing, and closures of non-essential services have
triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. COVID19 is
significantly impacting business operation of the company, by way of interruption in production, supply chain
disruption, unavailability of personnel, closure/lockdown of production facilities and off-take of products
by customers etc. On 24th March, 2020, the Government of India ordered a nationwide lockdown for 21
days which further got extended till 3rd May, 2020 to prevent community spread of COVID-19 in India
resulting in significant reduction in economic activities. Further, during April 2020 and May 2020, there
has been significant decline in the monthly revenues as compared to previous years as similar impact is
seen across supply chains including with our customers. However, long term purchase agreements with
key customers that remain committed, including addition of new significant contracts during this period
have reinforced and formed a part of management’s estimates which for next F.Y. have projected a modest
growth of 3.8% as compared to 25% CAGR for last 3 years. In assessing the recoverability of Company’s
assets such as Investments, Loans, intangible assets, Trade receivable, Inventories etc. the Company
has considered internal and external information. The Company has performed sensitivity analysis on the
assumptions used basis the internal and external information/indicators of future economic conditions, and
the Company expects to recover the carrying amount of the assets.

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF RACL GEARTECH LIMITED

Report on the audit of the Consolidated Financial Statements

Opinion
We have audited the accompanying Consolidated Financial Statements of RACL Geartech Limited
(hereinafter referred to as “the Holding Company”), which includes unaudited Financial Statements of its
subsidiary (incorporated outside India) RACL Geartech Gmbh (the Holding Company and its subsidiary
together referred to as “the Group”) comprising of the consolidated Balance sheet as at March 31, 2020, the
consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash
Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes
to the Consolidated Financial Statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us the aforesaid
Consolidated Financial Statements give the information required by the Companies Act, 2013, as amended
(“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 consolidated state of affairs of the Group, as at March 31, 2020, their
consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated
statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on
Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards
are further described in the ‘Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements’
section of our report. We are independent of the Group, in accordance with the ‘Code of Ethics’ issued by the
Institute of Chartered Accountants of India 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 Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Consolidated Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the Consolidated Financial Statements for the financial year ended March 31, 2020. These matters
were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter
below, our description of how our audit addressed the matter is provided in that context. We have determined
the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditors’ responsibilities for the audit of the Consolidated Financial
Statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of the
Consolidated Financial Statements. The results of our audit procedures, including the procedures performed
to address the matters below, provide the basis for our audit opinion on the accompanying Consolidated
Financial Statements.

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Key audit matters How our audit addressed the key audit matter
A. Allowance for credit losses
The Group determines the allowance for credit losses based Our audit procedures related to the allowance for credit
on historical loss experience adjusted to reflect current and losses for trade receivables and unbilled revenue included the
estimated future economic conditions. The Group considered following, among others: We tested the effectiveness of controls
current and anticipated future economic conditions relating over the (1) development of the methodology for the allowance
to industries the Group deals with and the countries where it for credit losses, including consideration of the current and
operates. In calculating expected credit loss, the Group has also estimated future economic conditions (2) completeness and
considered credit reports and other related credit information accuracy of information used in the estimation of probability of
for its customers to estimate the probability of default in future default and (3) computation of the allowance for credit losses.
and has taken into account estimates of possible effect from For a sample of customers: We tested that the estimated credit
the pandemic relating to COVID-19. We identified allowance loss assessment was in line with the subsequent movement
for credit losses as a key audit matter because the Group in invoice payments in the period occurring between the
exercises significant judgment in calculating the expected reporting date and the date of approval of Consolidated
credit losses. Financial Statements. We tested the mathematical accuracy
and computation of the allowances by using the same input
data used by the Company.

Information Other than the Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, but does not include the Consolidated Financial
Statements and our auditors’ report thereon. Our opinion on the Consolidated 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 Consolidated Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether such other information is materially inconsistent with the Consolidated Financial
Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibility of Management and Those Charged with Governance for the Consolidated Financial
Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these
Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of
the consolidated financial position, consolidated financial performance including other comprehensive income,
consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
The respective Board of Directors of the companies included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgements and estimates that are reasonable and prudent; and the 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 Consolidated Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial
Statements by the Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.
Those respective Board of Directors of the companies included in the Group are also responsible for overseeing
the financial reporting process of the Group.

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 Consolidated Financial
Statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Consolidated 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.
• 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 Holding Company has adequate internal financial controls
with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• 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 ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’
report to the related disclosures in the Consolidated 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 auditors’ report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements,
including the disclosures, and whether the Consolidated Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group of which we are the independent auditors and whose financial
information we have audited, to express an opinion on the Consolidated Financial Statements. We
are responsible for the direction, supervision and performance of the audit of the financial statements
of such entities included in the Consolidated Financial Statements of which we are the independent
auditors. For the other entities included in the Consolidated Financial Statements, which are unaudited,
management remains responsible for the details and information provided by them. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included
in the Consolidated Financial Statements of which we are the independent auditors 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.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Consolidated Financial Statements for the financial year ended March 31,
2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine

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that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of details and
information of separate unaudited Financial Statements and the other financial information of subsidiary,
as provided to us by the management we report, to the extent applicable, 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 of the aforesaid Consolidated Financial
Statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidation of the financial statements have been kept so far as it appears from our examination of
those books and details and information provided to us by the management;
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the
Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated
Statement of Changes in Equity dealt with by this Report are in agreement with the books of account
maintained for the purpose of preparation of the Consolidated Financial Statements;
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015, as amended;
e) On the basis of the written representations received from the directors of the Holding Company as
on March 31, 2020 taken on record by the Board of Directors of the Holding Company, and of its
subsidiary, none of the directors of the Group’s companies, incorporated in India, is disqualified as on
March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act;
f) With respect to the adequacy and the operating effectiveness of the internal financial controls over
financial reporting with reference to these Consolidated Financial Statements of the Holding Company,
refer to our separate Report in “Annexure A” to this report;
g) With respect to the other matters to be included in the Auditors’ 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 and based on the consideration of the
details and information provided to us by the management on separate financial statements as also
the other financial information of the subsidiary:
i. The Consolidated Financial Statements disclose the impact of pending litigations on its
consolidated financial position of the Group, in its Consolidated Financial Statements – Refer
Note 42 to the Consolidated Financial Statements;
ii. Provision has been made in the Consolidated Financial Statements, as required under the
applicable law or accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company incorporated in India.
2. 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, the Holding Company has paid remuneration to its directors during the year
in accordance with the section 197 of the Act.
For Gianender & Associates
Chartered Accountants
(Firm‘s Registration No. 004661N)

Manju Agrawal
Partner
(M. No. 083878)
Place: New Delhi
Date : 29th June, 2020

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ANNEXURE - A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in our Report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
In conjunction with our audit of the Consolidated Financial Statements of RACL Geartech Limited as of and
for the year ended March 31, 2020, we have audited the internal financial controls over financial reporting of
RACL Geartech Limited (hereinafter referred to as the “Holding Company”), (and not of the sole subsidiary of
the Holding Company since it is incorporated outside India) as of that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Holding Company, and that of its subsidiary is responsible for establishing and
maintaining internal financial controls based on the internal control over financial reporting criteria established
by the Holding Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) 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 the respective 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 Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Holding Company, internal financial controls over financial
reporting with reference to these Consolidated Financial Statements based on our audit. We conducted our audit
in accordance with the Guidance Note and the Standards on Auditing, both, issued by Institute of Chartered
Accountants of India, and deemed to be prescribed under Section 143(10) of the Act, 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 with reference to these Consolidated Financial Statements
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 with reference to these Consolidated Financial Statements and their
operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting with reference to these Consolidated
Financial Statements, 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 auditors’ judgement, 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 internal financial controls system over financial reporting with reference to these Consolidated
Financial Statements.
Meaning of Internal Financial Controls with reference to financial statements
A company’s internal financial control over financial reporting with reference to these Consolidated Financial
Statements 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 with reference
to these Consolidated Financial Statements 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

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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 authorisations of
management and directors of the Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised 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 with reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these
Consolidated Financial Statements, 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 with reference to these Consolidated
Financial Statements to future periods are subject to the risk that the internal financial control over financial
reporting with reference to these Consolidated Financial Statements 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 Holding
Company, has maintained in all material respects, adequate internal financial controls over financial reporting
with reference to these Consolidated Financial Statements and such internal financial controls over financial
reporting with reference to these Consolidated Financial Statements were operating effectively as at March
31,2020, based on the internal control over financial reporting criteria established by the Holding 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.

For Gianender & Associates

Chartered Accountants
(Firm‘s Registration No. 004661N)

Manju Agrawal
Partner
(M. No. 083878)
Place: New Delhi
Date : 29th June, 2020

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Consolidated Balance Sheet as at 31st March, 2020 (` in Lakh)

As at March 31, As at March 31,
Particulars Notes
2020 2019
ASSETS
Non-current Assets
(a) Property, plant and equipment 2 10,823.43 9,450.97
(b) Intangible Asset 3 15.91 12.86
(c) Capital work-in-progress 4 29.36 18.88
(d) Financial assets 5 178.63 113.34
(e) Other non-current assets 6 15.14 50.67
Total Non-current Assets 11,062.47 9,646.72
Current Assets
(a) Inventories 7 4,147.46 3,600.61
(b) Financial assets
i. Trade receivables 8 5,374.30 5,088.64
ii. Cash and cash equivalents 9 74.97 69.87
iii. Other Financial asset 10 475.83 320.14
(c) Other current assets 11 1,088.65 870.28
Total Current Assets 11,161.21 9,949.54
Total Assets 22,223.68 19,596.26
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 12.a 1,078.16 1,028.16
(b) Other Equity 12.b 7,435.43 5,618.59
Total Equity 8,513.59 6,646.75
LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
Borrowings 13 3,073.42 3,136.31
Other 14 302.09
(b) Provisions 15 697.90 643.23
(c) Deferred tax liabilities (Net) 16 694.89 666.21
(d) Other Non- Current Liabilities 17 79.93 135.45
Total Non-current Liabilities 4,848.22 4,581.20
Current Liabilities
(a) Financial liabilities
i. Borrowings 18 4,366.92 4,388.95
ii. Trade payables 19 1,902.47 2,140.78
iii. Other financial liabilities 20 2,181.48 1,499.91
(b) Other current liabilities 21 250.51 195.14
(c) Provisions 22 134.92 71.03
(d) Current tax Liabilities (Net) 23 25.56 72.50
Total Current Liabilities 8,861.87 8,368.31
Total Liabilities 13,710.09 12,949.51
Total Equity and Liabilities 22,223.68 19,596.26
Notes 1 to 46 forms part of the Financial Statements
For Gianender & Associates
By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
(Director) 37th Annual Report 2019-20 | 127
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Consolidated Statement of Profit and Loss for the year ended 31st March, 2020
(` in Lakh)
Year ended Year ended
Particulars Notes
March 31, 2020 March 31, 2019
Revenue from operations 24 21,232.92 18,995.12
Other income 25 51.61 101.31
Total Income 21,284.53 19,096.43

Expenses
Cost of Material Consumed 26 7,076.70 6,858.20
Changes in inventories of finished goods WIP and Stock in Trade 27 (261.45) (483.31)
Employee benefits expenses 28 2,482.47 2,211.26
Finance Costs 29 844.74 637.59
Depreciation and Amortisation Expenses 30 1,127.78 799.59
Other Expenses 31 7,823.80 7,338.97
Total expenses 19,094.03 17,362.30

Profit before exceptional items and tax 2,190.50 1,734.13

Add: Exceptional items
Profit before tax
Less: Tax expense
(1) Current tax
Previous Year tax Paid (9.10) (148.95)
Tax Payable (549.49) (373.28)
Less : MAT credit entitlement 12.34
(558.59) (509.89)
(2) Deferred tax 65.25 (247.00)
(493.34) (756.89)
Profit for the period from continuing operations 1,697.15 977.24
Other Comprehensive Income
Remeasurements of the defined benefit plans (61.70) (34.01)
Foreign exchange translation difference (1.20)
Total other comprehensive income (62.90) (34.01)
Total comprehensive income for the period 1,634.26 943.23
Earnings per share (Face Value ` 10/- per share) Not annualised :
(1) Basic (in `) 32 15.31 9.34
(2) Diluted (in `) 15.31 9.34
Notes 1 to 46 forms part of the Financial Statements
For Gianender & Associates
By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
128 | 37th Annual Report 2019-20 (Director)
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Consolidated Cash Flow Statement for the year ended 31st March, 2020(` in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit /( Loss) after tax 1,634.25 943.23
Adjustment for:
Depreciation / Amortization 1,127.78 799.59
Interest charges 844.74 637.59
Impairment 102.77
(Profit)/Loss on sale of asset 8.93 7.58
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 3,718.47 2,387.99

Increase/(Decrease) in Other Liablities - Non Current (26.84) 509.96

Increase/(Decrease) in Other Financial Liablities 983.65 314.50
Increase/(Decrease) in Trade Payable - Current (238.31) 59.09
Increase/(Decrease) in Long-term provisions - Non current 54.67 73.48
Increase/(Decrease) in Short-term provisions - current 63.89 (11.63)
Increase/(Decrease) in Other current liabilities (524.21) (96.15)
(Increase)/Decrease in Inventories (546.85) (298.18)
(Increase)/Decrease in Trade Receivable (285.66) (1,033.55)
(Increase)/Decrease in Other non current financial assets (65.29) 14.85
(Increase)/Decrease in Other non current assets 35.53 (29.05)
(Increase)/Decrease in Other current assets (218.37) (141.72)
(Increase)/Decrease in Other Current financial Asset (155.69) (140.92)
CASH GENERATED FROM OPERATIONS 2,795.01 1608.67
Direct taxes paid (532.64) (300.78)
NET CASH GENERATED FROM OPERATIONS 3327.65 1909.45

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (2,767.68) (3,156.72)
Proceeds from Sale of PPE 142.26 61.13

NET CASH GENERATED (USED IN) INVESTING ACTIVITIES (2,625.42) (3,095.59)

C. CASHFLOW FROM FINANCING ACTIVITIES

Proceeds/(repayment) from long term borrowings (84.92) 1546.57
Proceeds from share capital 50.00 35.00
Dividend Paid (107.82) -
Dividend Distribution Tax (22.16) -
Proceeds from share premium 312.56 201.25
Interest and finance charges paid (844.74) (637.59)
NET CASH FROM FINANCING ACTIVITIES (697.08) 1145.23
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE
5.15 (40.91)
YEAR
Cash and cash equivalents as at March 31,2019 69.87 110.78
Effect of exchange rate changes on cash and cash equivalents 0.05
Cash and cash equivalents as at March 31, 2020 74.97 69.87
Net Cash Flow 5.10 (40.91)

For Gianender & Associates

By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI
(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI
Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982
ANIL SHARMA
(Director) 37th Annual Report 2019-20 | 129
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 RACL Geartech Limited IATF 16949-2016
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Consolidated Statement of Changes in Equity for the year ended 31st March, 2020
A. Equity Share Capital (` in Lakh)
Number of Share Capital
Movement during the year
shares (In Lakh) (Amount)
Equity
Authorised ( Equity Shares of `10/- each ) 200.00 2,000.00
Issued & Subscribed (Equity Shares of `10/- each )
Balance at the beginning of the period as at 01.04.2019 112.90 1,129.00
Change during the year 5.00 50.00
Balance at the end of the period as at 31.03.2020 117.90 1,179.00

Paid up Share Capital

Balance at the beginning of the period as at 01.04.2019 102.82 1,028.16
Change during the year 5.00 50.00
Balance at the end of the period as at 31.03.2020 107.82 1,078.16

B. Other Equity
Movement in Other Equity (` in Lakh)

Reserves and Surplus Total

Securities
Capital Retained
Particulars Premium
Reserve Earnings
Reserve
Balance at the beginning of the reporting period i.e.
41.95 382.75 5,193.89 5,618.59
01.04.2019
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the reporting period 41.95 382.75 5,193.89 5,618.59
Total Comprehensive income for the year 312.56 1634.26 1,946.82
Less: Dividend Paid (107.82) (107.82)
Less: Dividend Distribution Tax (22.16) (22.16)
Transfer to retained earnings - - -
Balance at the end of the reporting period i.e.
41.95 695.31 6,698.17 7,435.43
31.03.2020

Previous Year (` in Lakh)

Reserves and Surplus Total
Securities
Capital Retained
Particulars Premium
Reserve Earnings
Reserve
Balance at the beginning of the reporting period i.e.
41.95 181.50 4,250.66 4,474.11
01.04.2018
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the reporting period 41.95 181.50 4,250.66 4,474.11
Total Comprehensive income for the year - 201.25 943.23 1,144.48
Transfer to retained earnings - - - -
Balance at the end of the reporting period i.e.
41.95 382.75 5,193.89 5,618.59
31.03.2019

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NOTES TO ACCOUNTS
NOTE NO 1.
GENERAL INFORMATION
RACL Geartech Ltd (referred to as ‘RACL’ or ‘Company’) was established in the year 1989 for producing
automotive components in the field of Motorcycles & Scooters, 3&4 Wheeler Passenger & Cargo Vehicles,
Agricultural Machinery, Tractors, ATV, Light & Heavy Commercial Vehicles, etc. The company has also expanded
into sub-assemblies, industrial Gears for electrical switch Gears and Circuit Breakers, Winches and Cranes.
It is a customer centric Organisation obsessed with world class benchmarking and are supplying to top Global
OEM’s like BMW Mottarad, Germany, Kubota Corporation (Japan, Thailand and USA) , IT Switzerland (Same
Group Company), KTM AG (Austria) Schneider Electric (Germany) , Dana (Italy and China) amongst others .
A. BASIS FOR PREPARATION OF FINANCIAL STATEMENTS
(a) Statement of Compliance
The shares of the company are listed on Bombay Stock Exchange (BSE).
The Company’s financial statements complies in all material aspects with Indian Accounting Standards
(Ind AS) notified under Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Companies Act, 2013 (the Act).
(b) Basis of measurement
The financial statements have been prepared on a historical cost basis, except for the following items:

Item Measurement
Certain financial assets and liabilities Fair value
Net defined benefit (asset)/liability Present value of defined benefit obligations
(c) Use of Estimates and Judgements
Preparation of these financial statements is in conformity with Ind AS. It requires the management to make
estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), income and expenses. The Management believes that the estimates used in preparation of the
financial statements are prudent and reasonable. Actual results could differ due to these estimates and the
differences between the actual results and the estimates are recognized in the periods in which the results
are known / materialize. Estimates include the useful lives of property plant and equipment and intangible
fixed assets, allowance for expected credit loss, future obligations in respect of retirement benefit plans,
fair value measurement etc.
(d) Measurement of Fair Value
Accounting Policies and disclosures requires measurement of fair values for both financial and non-
financial assets and liabilities. Fair value measurements are categorized into Level 1, 2 or 3 based on
the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that
entity can access at measurement date.
• Level 2 inputs other than quoted prices included in Level 1, that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices); and
• Level 3 inputs for the asset or liability that are not based on observable market data (Unobservable
inputs).
(e) Operating Cycle
Based on the nature of products/ activities of the Company and the normal time between acquisition of
assets and their realization in cash or cash equivalents, the Company has determined its operating cycle
as 12 months for the purpose of classification of its assets and liabilities as current and non-current

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Presentation of financial statements

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed
in Schedule III to the Companies Act, 2013modified in accordance with the requirements of Ind AS. The
Cash Flow Statement has been prepared and presented as per the requirements of Ind AS 7 “Statement
of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement
of Profit and Loss, as prescribed in Schedule III to the Act, are presented by way of notes forming part of
accounts along with the other notes required to be disclosed under the notified Accounting Standards.
Amounts in the financial statements are presented in Indian Rupees.
B SIGNIFICANT ACCOUNTING POLICIES
B1 INCOME RECOGNITION
a. Revenue from Contracts with customers:
The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” with the date of initial
application being April 1, 2018. Ind AS 115, revenue from contracts with customers, mandatory for reporting
period beginning on or after April 1, 2018 replaced existing revenue recognition requirements i.e. Ind AS
18 Revenue Recognition and Ind AS 11 Construction Contracts. There were no significant adjustments
required to the retained earnings as on April 1, 2018. Also the application of IND AS 115 did not have any
significant impact on recognition and measurement for revenue and related items in the financial results.
Accordingly, the policy for Revenue is amended as under:
The Company derives revenue primarily from sale of goods to the Customer. To recognize revenue, the
Company applies the following five step approach:
(1) Identify the contract with a customer:
The Company observe the following criteria:
a. Parties to the contract have approved the contract.
b. Parties are committed to performing their respective obligations.
c. Each party’s rights and payment for the contract is identified.
d. A contract has commercial substance.
e. Probable collection of the consideration by the entity.
(2) Identify the performance obligations in the contract: The Company assesses its promise to transfer
goods to a customer to identify separate performance obligations. The Company applies judgment to
determine whether each good promised to a customer are capable of being distinct, and are distinct in the
context of the contract, if not, the promised goods are combined and accounted as a single performance
obligation.
(3) Determine the transaction price: Transaction price is fixed and determined based on the terms of
contract and Company’s customary practice and any consideration payable to the customers includes
cash amounts, credits, rebates and other similar allowances is reduced from the transaction price.
(4) Allocate the transaction price to the performance obligation in the contract. The Company allocates
the transaction price to each performance obligation identified in a contract on a relative stand-alone
selling price basis.
(5) Recognize revenue when a performance obligation is satisfied: Revenue should be recognised when
(or as) the Company satisfies a performance obligation by transferring a promised goods or services to
a customer (customer obtains control). For each performance obligation, The Company determine the
performance obligation at a point of time when all the following conditions are satisfied:
1. The Company has a present right to pay for the goods.
2. The Customer has legal tittle to the goods.
3. The Company has transferred physical possession of the goods.
4. Customer has significant risk and reward of ownership.
5. Customer has accepted the goods.
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b. Other Income:
Dividend income from investments is recognized when the company’s right to receive payment has been
established.
Interest income is accrued on, time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition
B2 PROPERTY, PLANT AND EQUIPMENT (PPE)
Property, plant and equipment (including furniture, fixtures, vehicles, etc.) held for use in the production
or supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less
accumulated depreciation and accumulated impairment losses. Cost of acquisition is inclusive of freight,
duties, taxes and other incidental expenses. Freehold land is not depreciated.
Management has reviewed the depreciation policy and machineries have been depreciated accordingly.
Properties in the course of construction for production, supply or administrative purposes are carried at
cost, less any recognized impairment loss. Cost includes items directly attributable to the construction
or acquisition of the item of property, plant and equipment, and, for qualifying assets, borrowing costs
capitalized in accordance with the Company’s accounting policy. Such properties are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as-other property assets, commences when the assets
are ready for their intended use.
Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method. Depreciation is
charged on a pro-rata basis at the straight line method over estimated economic useful lives of its property,
plant and equipment generally in accordance with that provided in the Schedule II to the Act.
Depreciation of an asset begins when it is available for use. Depreciation of an asset ceases at the earlier
of the date that the asset is classified as held for sale (or included in a disposal group that it is classified
as held for sale) in accordance with Ind AS 105 and the date that the asset is de-recognized. Therefore
depreciation does not cease when the asset becomes idle or is retired from active use unless the asset is
fully depreciated.
However under usage methods of depreciation the depreciation charge can be zero while there is no
production.
Depreciation on additions/ deductions is calculated pro-rata from/ to the month of additions/ deductions.
An item of property, plant and equipment is derecognized upon disposal. Any gain or loss arising on the
disposal of an item of property plant and equipment is determined as the difference between the sale
proceeds and the carrying amount of the asset and is recognized in the statement or profit and loss. The
estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate accounted for on a prospective basis
B3 INTANGIBLE ASSETS
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over
their estimated useful lives. The estimated useful life and amortization method are reviewed at the end
of each reporting period, with the effect of any changes in estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
B4 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS
The carrying amount of assets are reviewed at each Balance Sheet date, to assess, if there is any indication

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of impairment based on internal/external factors. An asset is impaired when the carrying amount of the
assets exceeds the recoverable amount. Recoverable amount is the higher of fair value less costs of
disposal and value in use. If the recoverable amount of an asset is estimated to be less than its carrying
amount, the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as
impaired.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognized for the asset
in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
B5 INVENTORY
Inventories are valued at the lower of cost, determined on the weighted average basis and Net Realisable
Value (NRV).
The cost of Finished Goods and Work in Progress comprises raw material, direct labour, other direct cost
and appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Costs of Inventories also include all the cost incurred in bringing the
inventories to their present location and condition. Costs of purchased inventory are determined after
deducting rebates and discounts. NRV is the estimated selling price in the ordinary course of business less
the estimated costs of completion and estimated cost necessary to make the sale.
B6 FOREIGN CURRENCY TRANSACTION
In preparing the financial statements of the Company, transactions in currencies other than the company’s
functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are
recognized in profit or loss in the period in which they arise.
Foreign currency derivatives are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently re-measured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on
the nature of the hedging relationship and the nature of the hedged item.
B7 EMPLOYEE BENEFIT
Company’s contributions paid/ payable during the year to Provident Fund and Employees’ State Insurance
Corporation (ESIC) are recognized in the Profit & Loss Account; Provident Fund contributions are made
to a Trust administered by the company. The interest rate payable to the members of this trust shall not
be lower than the statutory rate of interest declared by the Central Government under the Employees
Provident Fund and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the
company. The remaining contributions are made to a Government Administered Employee Pension Fund
towards which the company has no further obligations beyond its monthly contributions.
Defined benefits and other long term employee benefits are provided on the basis of actuarial valuation
made at the end of each financial year. Actuarial gain or losses arising from such valuation are charged to
Other Comprehensive Income in the year in which they arise.
B8 RESEARCH AND DEVELOPMENT EXPENDITURE
Expenditure on research activities is recognized as an expense in the period in which it is incurred where
no internally generated asset can be recognized.

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B9 FINANCIAL INSTRUMENT
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at
fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in profit or loss.
a. Financial Assets
All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair
value, depending on the classification of the financial assets
Investments in debt instruments that meet the following conditions are subsequently measured at amortized
cost (unless the same are designated as fair value through profit or loss (FVTPL)):
• The asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
• The contractual terms of instrument give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at fair value through other
comprehensive income (unless the same are designated as fair value through profit or loss)
• The asset is held within a business model whose objective is achieved both by collecting contractual
cash flows and selling financial assets; and
• The contractual terms of instrument give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Debt instruments at FVTPL are a residual category for debt instruments and all changes are recognized in
profit or loss.
Investments in equity instruments are classified as FVTPL, unless the Company irrevocably elects on
initial recognition to present subsequent changes in fair value in Other Comprehensive Income (OCI) for
equity instruments which are not held for trading.
Interest income, dividend income and exchange difference (on debt instrument) on Fair Value Through
Other Comprehensive Income (FVTOCI) debt instruments is recognized in profit or loss and other changes
in fair value are recognized in OCI and accumulated in other equity. On disposal of debt instruments
FVTOCI the cumulative gain or loss previously accumulated in other equity is reclassified to profit & loss.
However in case of equity instruments at FVTOCI cumulative gain or loss is not reclassified to profit & loss
on disposal of investments.
b. Financial Liabilities and Equity Instruments
(1) Classification as debt or equity
Debt and equity instruments issued by Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.

(2) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities.

(3) Financial liabilities

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs. The carrying amounts of financial liabilities that are

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subsequently measured at amortised cost are determined based on the effective interest method. Interest
expense that is not capitalized as part of costs of an asset is included in the ‘Finance Costs’ Line item.

The effective interest method is a method of calculating the amortized cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability.
• Loans and borrowings are subsequently measured at amortized costs using Effective Interest Rate
method.
• Financial liabilities at fair value through profit or loss (FVTPL) are subsequently measured at fair value.
• Financial guarantee contracts are subsequently measured at the higher of the amount of loss allowance
determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative
amortization.
• Financial liability is derecognized when the obligation under the liability is discharged or cancelled or
expires.
B10 IMPAIRMENT OF FINANCIAL ASSETS (EXPECTED CREDIT LOSS MODEL)
The Company applies the expected credit loss model for recognizing impairment loss on financial assets
measured at amortized cost, debt instruments at FVTOCI, lease receivables, trade receivables, and other
contractual rights to receive cash or other financial asset and financial guarantees not designated at FVTPL
Expected credit losses are the weighted average of credit losses with the respective risks of default
occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the
Company in accordance with the contract/agreement and all the cash flows that the Company expects to
receive (i.e.. all cash shortfalls), discounted at the original effective interest rate. The Company estimates
cash flows by considering all contractual terms of the financial instrument, through the expected life of the
financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the life-time
expected credit losses if the credit risk on that financial instrument has increased significantly since initial
recognition. If the credit risk has not increased significantly, the Company measures the loss allowance
at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of
the life-time expected credit losses and represent the life-time cash shortfalls that will result if the default
occurs within 12 months after the reporting date and thus, are not cash shortfalls that are predicted over
the next 12 months.
When making the assessment of whether there has been a significant increase in credit risk since initial
recognition, the Company uses the change in the risk of a default occurring over the expected life of the
financial instrument instead of a change in the amount of the expected credit loss. To achieve that, the
Company compares the risk of a default occurring on the financial instrument as at the reporting date with
the risk of a default occurring on initial recognition and considers reasonable and supportable information,
that is available without undue cost or effort, that is indicative of significant increases in credit risk since
initial recognition
B11 PROVISIONS
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding
the obligation. When provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).

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When some or all of the economic benefits required to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be
received and the amount of the receivable can be measured reliably.
B12 WARRANTIES
The estimated liability for product warranties is recorded when products are sold. These estimates are
established using historical information on the nature, frequency and average cost of warranty claims
and management estimates regarding possible future incidence based on corrective actions on product
failures. The timing of outflows will vary as and when warranty claim will arise- being typically six months
to one year.
B13 CURRENT AND NON CURRENT CLASSIFICATION
Current Asset:
An asset shall be classified as current when it satisfies any of the following criteria:
(a) it is expected to be realized in, or is intended for sale or consumption in, the company’s normal
operating cycle;
(b) it is held primarily for the purpose of being traded.
(c) It is expected to be realized within twelve months after the reporting date, or
(d) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting date.
All other assets shall be classified as non-current.

Current Liabilities:
A liability shall be classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in the company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within twelve months after the reporting date: or
(d) the company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date. Terms of a liability that could at the option of the counterparty, result
in its settlement by the issue of equity instruments do not affect its classification. All other liabilities
shall be classified as non-current.
B14 DEFERRED TAX & CURRENT TAX
a. Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets
are generally recognized for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilized. Such
deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if
the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected
to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period.

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 RACL Geartech Limited IATF 16949-2016
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The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
b. Current and deferred tax for the year
The income tax expense or credit for the year is the tax payable on current year’s taxable income based
on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity respectively
B15 EARNING PER SHARE (EPS)
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year. For the
purpose of calculating Diluted Earnings per Share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the
effects of all dilutive potential Equity Shares.
B16 LEASE
The Company’s lease asset classes primarily consist of leases for land and buildings. The Company
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the
Company assesses whether:
• The contract involves the use of an identified asset
• The Company has substantially all of the economic benefits from use of the asset through the period
of the lease and
• The Company has the right to direct the use of the asset
At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term
of 12 months or less (short-term leases) and low value leases. For these short‑term and low-value leases,
the Company recognizes the lease payments as an operating expense on a straight-line basis over the
term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the
lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they
will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any
initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the
purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell
and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.

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The lease liability is initially measured at amortized cost at the present value of the future lease payments.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are
remeasured with a corresponding adjustment to the related ROU asset if the Company changes its
assessment of whether it will exercise an extension or a termination option.
Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments
have been classified as financing cash flows.
C Cash Flow Statement
Cash flow statement is prepared segregating the cash flows from operating, investing and financing
activities. Cash flow from operating activities is reported using indirect method. Under the indirect method,
the net profit/ (loss) is adjusted for the effects of:
• Transactions of a non-cash nature;
• Any deferrals or accruals of past or future operating cash receipts or payments and,
• All other items of income or expense associated with investing or financing cash flows.
The cash flows from operating, investing and financing activities of the Company are segregated based
on the available information. Cash and cash equivalents (including bank balances) are reflected as such
in the Cash Flow Statement. Those cash and cash equivalents which are not available for general use as
on the date of Balance Sheet are also included under this category with a specific disclosure.
D Borrowings Cost:
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale. Investment income earned on the
temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the period in
which they are incurred.

For Gianender & By Order of the Board

Associates For RACL Geartech Limited
Chartered Accountants
FRN: 004661N
MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH
(Partner) (Chairman & M.D.) (Director) ANIKHINDI
M.No :083878 DIN: 00057602 DIN: 02146267 (Director)
D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR
(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338
NARINDER PAUL HPS BEDI SHAGUN BAJPAI
KAUR (Director) (Company Secretary)
(Director) DIN : 05217488 ICSI MEM. NO. A45982
DIN: 02435942
Place: Noida ANIL SHARMA
Date : 29th June, 2020 (Director)
DIN : 00157911

37th Annual Report 2019-20 | 139

 Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
Property, plant and equipment (` in Lakh)
Note Accumulated depreciation and
Particulars Cost or Deemed cost Impairment Carrying Amount
No impairment
Impairment
Balance Balance Balance Balance Balance Balance
Depre- loss / As at As at
as at at as at at as at at
Additions ciation Disposals reversal March 31, March
April 1, Disposals March 31, April 1, March April 1, March
expense during the 2020 31, 2019
2019 2020 2019 31, 2020 2019 31, 2020
year
Building 933.48 285.56 89.30 1,129.74 95.26 69.72 39.41 125.57 - - - 1,004.17 838.22
Right
To Use - 472.12 - 472.12 - 88.67 - 88.67 - - - 383.45 -
Buildings

140 | 37th Annual Report 2019-20

RACL Geartech Limited

Plant &
7,802.66 1,944.56 196.64 9,550.58 898.05 830.77 111.45 1,617.37 - 99.22 99.22 7,833.99 6,904.61
Machinery
Furniture &
4.53 - - 4.53 0.89 2.32 - 3.21 - - - 1.32 3.64
Fixtures
Vehicles 94.44 - - 94.44 7.63 18.76 - 26.39 - 3.12 3.12 64.93 86.81
Office 2
81.29 12.69 1.05 92.93 25.78 18.61 1.05 43.34 - 0.44 0.44 49.16 55.52
Equipments
Electrical
128.03 8.04 - 136.07 19.68 12.16 - 31.84 - - - 104.23 108.35
Installation
Capital Tool
309.45 7.70 - 317.15 - 60.26 - 60.26 - - - 256.89 309.45
Support
Right
To Use
1,144.37 - - 1,144.37 - 19.08 - 19.08 - - - 1,125.29 1,144.37
Leasehold -
Land
Total 10,498.25 2,730.67 286.99 12,941.93 1,047.28 1,120.35 151.91 2,015.72 - 102.78 102.78 10,823.43 9,450.97

Intangible Assets
(` in Lakh)
Note Accumulated depreciation and
Particulars Cost or Deemed cost Impairment Carrying Amount
No impairment
Impairment
Balance Balance Balance Balance Balance Balance
Depre- loss / As at As at
as at at as at at as at at
Additions Disposals ciation Disposals reversal March 31, March
April 1, March 31, April 1, March April 1, March
expense during the 2020 31, 2019
2019 2020 2019 31, 2020 2019 31, 2020
year
Intangible
3 12.86 10.42 - 23.28 - 7.37 - 7.37 - - - 15.91 12.86
Asset
Capital
Work In 4 18.88 26.59 16.11 29.36 - - - - - - - 29.36 18.88
Progress
Total 31.74 37.01 16.11 52.64 - 7.37 - 7.37 - - - 45.27 31.74
IATF 518901-000
IATF 16949-2016
 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
(` in Lakh)
Note As at March 31, As at March 31,
Particulars
No 2020 2019
Non Current Assets
(a) Financial Asset 5
Investment in Equity Share Capital of Racl Geartech Gmbh, Austria for EURO 17500 -
Security Deposits with landlord against rented premises & Authority 87.46 37.27
Security Deposits with UPPCL 91.17 76.07
Total 178.63 113.34
(b) Other Non Current Assets 6
Capital Advances
Advance for Machineries 15.14 50.67
Total 15.14 50.67
Current Assets
(a) Inventories (Lower of Cost or Net Relisable Value) 7
Raw Materials and components 427.59 494.73
Work-in-progress 727.47 723.96
Finished goods 246.38 123.12
Stock-In-Transit 484.68 349.99
Stores and spares 454.66 315.05
Loose Tools 1550.05 1,336.26
Jigs & fixtures 256.64 257.50
Total 4,147.46 3,600.61
(b) Financial Assets
i . Trade Recievable 8
Unsecured, considered good 5374.30 5,088.64
Total 5,374.30 5,088.64
The concentration of credit risk is limited due to the fact that customer base is large and unrelated
“The Company has taken an advance of ` 2483.43 lakh from RBL Bank & Citibank against Trade Receivables. The above figures are
inclusive of RBL Bank & Citibank advances which are secured in following manner:
- Second charge on the entire current movable & Fixed Assets of the company
- Personal Guarantee of Mr Gursharan Singh & Mr D.R Arya”
ii. Cash and Cash Equivalents 9
Balances with banks 62.93 61.90
Cash in hand 12.04 7.97
Total 74.97 69.87
iii. Other Financial Asset 10
Interest Receivable 14.84 5.44
Interest Receivable on Account of Electricity Deposit - 35.23
Other Claims 0.80 16.42
Margin money* 400.19 213.05
Other Loans and Advances 60.00 50.00
Total 475.83 320.14
*The Margin money on Letter of Credit is secured by Pledging of Term Deposit Receipts to the Schedule Bank.
(c) Other Current Assets (Secured, considered good) 11
Deposit with Government authorities 71.70 136.76
Prepaid Expenses 59.50 70.24
Advance to Suppliers 196.15 279.24
Rental deposits 1.10
Wage and salaries advances 0.01
Other Advances 0.73 16.55
Advance recoverable in cash or in kind or to the value to be received 759.46 367.49
Total 1,088.65 870.28

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 RACL Geartech Limited IATF 16949-2016
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Note No 12

Equity Share Capital (` In Lakh)

Particulars Note No As at March 31, 2020 As at March 31, 2019
Equity 12.a.
Authorised ( Equity Shares of `10/- each ) 2,000.00 2,000.00
Issued & Subscribed (Equity Shares of `10/- each ) 1,179.00 1,129.00

Paid up Share Capital 1,078.16 1,028.16

Total Paid Up Share Capital 1,078.16 1,028.16
During the year ended 31st March’ 2020, Company had issued and alloted 5,00,000 equity shares of the face value of ` 10/- each
on preferential allotment basis through private placement at a price of ` 72.50/- ( including premium of ` 62.50/-)
i. Terms and rights attached to equity shares
The Company has only one class of equity shares having a face value of ` 10 per share. Each holder of the equity shares is entitled
to one vote per share. The company declares and pays dividends in Indian rupees. The dividend, if any proposed, by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The Company declared and paid an interim dividend of ` 1/- per share (10% of the fair value of shares) amounting to ` 107.82
Lakh. ( Previous year : NIL)
In the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferencial amounts in the proportion to number of equity shares held by the shareholders.
ii. Shares held by holding/Ultimate holding company and/or their subsidairies/associates : Nil

iii. Reconcillation of the number of shares and amount outstanding at the beginning and at the end of reporting Year
(` In Lakh)
As at 31.03.2020 As at 31.03.2019
Particulars No of Equity INR No of Equity INR
Shares Shares
Share outstanding at the beginning of the year 102.82 1,028.16 99.32 993.16
Share issued during the year 5.00 50.00 3.50 35.00
Shaes bought back during the year - -
Share outstanding at the end of the year 107.82 1,078.16 102.82 1,028.16

iv. List of Shareholders having more than 5% equity shares (` In Lakh)

Particulars As at 31.03.2020 As at 31.03.2019
No of % of Holding No of Shares % of Holding
Name of Shareholder
Shares Held Held
Gursharan Singh 39.29 36.44 34.29 33.35
PICUP 15.03 13.94 15.03 14.62
Middleware Development Limited 8.70 8.07 10.00 9.73

Other Equity (` In Lakh)

Particulars Note No As at March 31, 2020 As at March 31, 2019
Retained Earning 12.b. 6,698.17 5,193.89
Securities Premium Reserve 695.31 382.75
Share Forfeiture Account 41.95 41.95
Total 7,435.43 5,618.59

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

a. The Company has forfeited 10,08,400 equity share of ` 10/- each (on 21.4.2003) and 19,00,000 convertible share warrants
having paid up value of ` 1/- each (on 19.4.2010)

Movement in Other Equity (` In Lakh)

As at March 31, As at March 31,
Particulars
2020 2019
Retained Earning
Opening Balance 5,193.89 4,250.66
Add: Comprehensive Income for the year 1,634.26 943.23
Less: Dividend Paid (107.82) -
Less: Dividend Distribution Tax (22.16) -
Closing Balance 6,698.17 5,193.89

Securities Premium Reserve

Opening Balance 382.75 181.50
Add: Comprehensive Income for the year 312.56 201.25
Closing Balance 695.31 382.75

Share Forfeiture Account

Opening Balance 41.95 41.95
Add: Comprehensive Income for the year - -
Closing Balance 41.95 41.95

For Gianender & Associates

By Order of the Board
Chartered Accountants
For RACL Geartech Limited
FRN: 004661N

MANJU AGARWAL GURSHARAN SINGH JAGDISH KESWANI SHASHANK RAMESH ANIKHINDI

(Partner) (Chairman & M.D.) (Director) (Director)
M.No :083878 DIN: 00057602 DIN: 02146267 DIN : 07787889

D.R. ARYA RAKESH KAPOOR RAJ KUMAR KAPOOR

(Director & CFO) (Director) (Director)
DIN: 00057582 DIN : 00015358 DIN : 00110338

NARINDER PAUL KAUR HPS BEDI SHAGUN BAJPAI

Place: Noida
(Director) (Director) (Company Secretary)
Date : 29th June, 2020
DIN: 02435942 DIN : 05217488 ICSI MEM. NO. A45982

ANIL SHARMA
(Director)
DIN : 00157911

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
(` in Lakh)

Note As at March As at March 31,

Particulars
No 31, 2020 2019

Non Current Liabilities

(a) Financial Liabilities
Borrowings 13
Secured Loans 13.a.
Term Loan from Bank 3,678.97 3,308.00
Less: Unamortised Borrowing Cost (27.34) (29.95)
Less: Current Maturities of Term Loan (1,084.42) (769.72)
(i) 2,567.21 2,508.33
Car Loan 37.52 55.24
Less: Current Maturities of car Loan (19.30) (22.20)
(ii) 18.22 33.04
1((i)+(ii)) 2,585.43 2,541.37
Unsecured 13.b.
Term Loan from Financial Institutions/ Banks 627.38 727.98
Less: Current Maturities of loan from FI (139.40) (163.04)
Term Loan from Related Parties 30.00
2 487.98 594.94
Total (1+2) 3,073.42 3,136.31
Other Non current Financial Liabilities 14
Lease Liabilties 407.27
Less: Current Maturities of Lease Liabilities 105.18
Total 302.09 -
1. Secured Term Loans from banks have been guaranteed by Whole Time Directors.

2. Maturity Profile of Secured Term Loans and Other Loans are as under :
- FY 20-21 11.04 Crores
- FY 21-22 9.52 Crores
- FY 22-23 7.79 Crores
- FY 23-24 5.71 Crores
- FY 24-25 2.37 Crores

3. Loans from bank of India, Noida Branch, IndusInd Bank Ltd, Citibank, and RBL Bank are secured on PariPassu Basis in the
following Manner:
- First charge by way ofHypothecation on entire stock and Book Debt of the Company
- First Charge over entire Fixed Assetsof the company excluding Land and Building & vehicle (Both Present & Future)
- Extention of EQM of Comapny’s Land and Building at Gajraula U.P.
The above Loans are also secured by personal guarantee (Joint and Several) of Shri Gursharan Singh and Shri D.R. Arya
Loans from Tata Capital and Siemens Financial Services are secured by fixed charges on the specific Assets financed.
The Current Maturities of Long Term Debt have been shown as Current Liabilites under Note No. 19 & 20

4. Unsecured Loans from Financial Institutions and Banks include Loan from Foreign Bank UBS(AG)- Switzerland & Luzerner
Kantonal Bank - Switzerland in CHF currency. Maturity Profile of Unsecured term Loans and Other Loans in INR are as under :
- FY 20-21 2.10 Crores
- FY 21-22 2.10 Crores
- FY 22-23 1.39 Crores
- FY 23-24 1.10 Crores
- FY 24-25 0.40 Crores

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IATF 518901-000

Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
(` in Lakh)
(b) Long Term Provisions 15
Gratuity 620.13 550.85
Leave Encashment 77.77 92.38
Total 697.90 643.23

(c) Deferred tax liabilities (Net) 16

Deferred tax liabilities 1053.95 965.87
Less: Deferred tax assets (359.07) (205.72)
Less Mat Credit Entitlement (93.94)
Total 694.89 666.21
(d) Other Non- Current Liabilities 17
Long Term Advances from Customers 150.78 170.86
Less: Current Maturities of Long Term Advances from Customers (70.85) (35.41)
Total 79.93 135.45

Current Liabilities
(a) Financial Liabilities
(i). Secured Borrowings 18
a. Loans repayable on demand
from banks 1883.50 1,640.55
Total a. 1,883.50 1,640.55

b. Bill Discounting Facility 2483.43 2748.40

Total b. 2,483.43 2,748.40
Total (ia) {a.+b.} 4,366.92 4,388.95
1. Loans from Bankof India, Noida Branch ,Indusind Bank Ltd, Citibank and RBL Bank are secured on PariPassu Basis in the
following Manner:
- First charge by way of Hypothecation on entire stock and Book Debt of the Company
- First Charge over entire Fixed Assetsof the company excluding Land and Building & vehicle (Both Present & Future)
- Extension of EQM of Comapny’s Land and Building at Gajraula U.P.

The above Loans are also secured by personal guarantee (Joint and Several) of Shri Gursharan Singh and Shri D.R. Arya
ii. Trade payables 19
Due to other than SSIs/MSME 1902.06 2,140.12
Add: Cheques issued but not present in the bank 0.42 0.66
Total 1,902.47 2,140.78

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Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
(` in Lakh)
1. According to records available by the company overdues payable to entities that are classified as Micro and Small Enterprises
under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is ` Nil (previous year ` Nil). Further no
interest has been paid or was payable to such parties under the said Act during the year.
2.Dues to Micro,small and medium enterprises have been determined to the extent such parties have been identified on the basis
of information collected by the Company. This has been relied upon by the auditors.
iii. Other Financial liabilities - Current 20
Current maturities of Long-term debt
Current Maturities of Term Loan 1084.42 769.72
Current Maturities of Car Loan 19.30 22.2
Current Maturities of Loan from Financial Institution 139.40 163.04
Current Maturities of Lease Liability 105.18
Payableto Staff 0.83 0.37
Salary & Wages 43.95 63.73
Other payables 788.39 480.85
Total 2,181.48 1,499.91

(b) Other Current liabilities 21

i. Statutory Dues
Tax Collection At Source 0.05 0.17
TDS Payable 22.84 19.08
GST Payable 8.79 5.10
ii Advance received from Customers 142.60 135.38
iii Current Maturities of Long Term Advances from Customers 70.85 35.41
iv Unpaid Interim Dividend (2019-20) 5.38
Total 250.51 195.14

(c) Short Term Provisions 22

Gratuity Short term 100.13 51.74
Leave Encashment Short Term 27.76 11.51
ESI & PF Payable 7.03 7.78
Total 134.92 71.03

(d) Current Tax Liabilities (Net) 23

Income Tax Payable 558.20 373.28
Less : Advance Taxes (532.64) (300.78)
Total 25.56 72.50

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Notes to Consolidated Financial Statements for the Year ended 31st March, 2020
Revenue From Operations (` in Lakh)
Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019
Sale of Products - Domestic 6102.01 7129.59
Sale of Products - Export 24 14237.49 10986.88
Other Operating Revenue 893.42 878.65
Total 21,232.92 18,995.12

Other Income (` in Lakh)

Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Interest on Deposits 24.25 17.84

Discount on Advance paid to Supplier 25.36
Other Non Operating Income 25 2.00 37.54
Foreign Exchange Rate Fluctuation Net Gain 0.00 45.93
Total 51.61 101.31

Cost of Raw Material (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Opening Stock 494.73 416.75

Add: Purchases 26 7,009.56 6936.18

Less: Closing Stock (427.59) (494.73)

Total 7,076.70 6,858.20

Change in Inventories (` in Lakh)

Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Closing Stock
Finished Goods -CS 246.38 121.25
Material in Transit -CS 484.68 349.99
Work in Progress -CS 727.47 725.83
Scrap -CS
1,458.52 1,197.07

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(` in Lakh)

Less:

Opening Stock

Finished Goods- OS 27 121.25 111.63

Material in Transit- OS 349.99

Work in Progress- OS 725.83 602.13

Scrap- OS

1,197.07 713.76

(Inc)/Dec in stock (261.45) (483.31)

Employee Benefits Expenses (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Salary & Incentives 2061.75 1850.02

Contribution to Provident Fund 37.43 34.21

Gratuity Contribution 28 84.45 72.64

Leave Encashment 11.68 20.63

Directors Remuneration 198.67 153.44

Staff Welfare Expenses 88.49 80.32

Total 2,482.47 2,211.26

Finance Cost (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019

Interest Expense 717.69 555.18

Foreign Exchange Rate Fluctuation Net Loss 29 30.52

Other Borrowing Cost 96.53 82.41

Total 844.74 637.59

(` in Lakh)
Depreciation and Amortisation
Note Year ended Year ended
Particulars
No March 31, 2020 March 31, 2019

Depreciation 30 1127.78 799.59

Total 1,127.78 799.59

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Other Expenses (` in Lakh)

Note Year ended Year ended

Particulars
No March 31, 2020 March 31, 2019
Stores & Spares Consumed 681.62 725.09
Packing Material Consumed 403.98 372.68
Loose Tools Consumed 991.48 1086.31
Power, Oil & Lubricants & LPG for furnance 1,351.33 1402.54
Repairs & Maintainance (Plant & Machinery) 209.88 194.84
Outside Vendoring 2,484.63 2077.28
Others 13.29 11.96
Assets Written Off 49.89 0.00
Impairment Loss 102.77 0.00
Total 6,288.88 5,870.70
Travelling & Conveyance 106.27 90.74
Vehicle Running and Maintenance Costs 31 70.52 62.85
Telephone, Telex & Communication 23.53 21.98
Repairs & Maintainence -Buildings 32.41 15.82
Repairs & Maintainence -Others 6.85 0.41
Freight & Forwarding 583.03 729.70
Rework & Other Charges on Sales 27.31 72.04
Loss on Sale of Faulty Goods 130.66 74.95
Warehouse Charges 86.15 48.23
Austrian Subsidiary Services 0.00 0.00
UPSIDC Maintenance Charges 49.02 0.00
Insurance 57.51 47.05
Loss From Sales of Fixed Assets 8.93 7.56
Rent 8.67 77.68
Printing & Stationary 28.81 23.57
Electricity & Water 12.78 12.73
Legal & Professional Fees 159.99 116.02
Misc Expenses 142.48 66.94
Total 1,534.92 1,468.27
Total 7,823.80 7,338.97

Payments to Statutory Auditors (` in Lakh)

Year ended Year ended
Particulars
March 31, 2020 March 31, 2019

(a) Statutory Audit Fee 3.20 4.15

(b) Other Services 3.15 0.00

Total 6.35 4.15

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Notes to the Consolidated Financial Statements for the Year ended 31st March, 2020
32 Disclosure pursuant to Ind AS 33 “Earnings per share”
Basic and Diluted Earnings per share (EPS) computed in accordance with Ind AS 33 “Earnings
per share”.
Particulars Unit As at March 31, 2020 As at March 31, 2019
Earnings Per Equity Share:
Profit for the year attributable to owners of the Company Rupees 1,634.26 943.23
Weighted average number of equity shares outstanding Numbers 106.74 101.02
for calculating basic earnings per share
Basic Earnings per Share Rupees 15.31 9.34

33 Disclosure pursuant to Ind AS 19 “Employee Benefit”

The details of various employee benefit provided to employee areas under:
Defined Benefit Plans
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined
benefit plan. The gratuity plan provides for a lump sum payment to the employees at the time of separation
from the service on completion of vested year of employment i.e. five years. The liability of gratuity plan is
provided based on actuarial valuation as at the end of each financial year.
These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate
risk , longevity risk and salary risk, Investment Risk.
Interest Rate Risk The defined benefit obligation calculated uses a discount rate based on government
bonds. If bond yields fall, the defined benefit obligation will tend to increase Longevity Risk.
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan’s liability.
Salary Risk Higher than expected increases in salary will increase the defined benefit obligation.
The most recent actuarial valuation for determining present value of the defined benefit obligation were
carried out as at March 31, 2020 by Mr. I Sambasavi Rao (Membership no. 158), Fellow of the Institute of
Actuaries of India. The present value of the defined benefit obligation, and the related current service cost,
were measured using the projected unit credit method.
The principal assumption used for the purpose of the actuarial valuations were as follows:-
A. Gratuity (` in Lakh)
Gratuity
Particulars
As at March 31, 2020 As at March 31, 2019
Reconciliation of opening & closing balances of PV of defined
benefit obligation
Opening defined benefit obligation 602.59 512.01
Current service Cost 39.37 31.07
Interest Cost on Benefit Obligation 41.32 38.90
Prior service cost-Vested benefit
Net Actuarial gain/loss recognized during the year 61.70 34.13
Benefits paids (24.72) (13.52)
Closing defined benefit obligation 720.26 602.59

Current Liabilities 100.13 51.74

Non Current Liabilities 620.12 550.85

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(` in Lakh)
Expenses recognized in the statement of P&L Account
Current Service Cost 39.37 31.07
Interest Cost on Benefit Obligation 41.32 38.90
Defined Benefit Cost included in P&L 80.69 69.97
Total Remeasurement in OCI 61.70 34.13
Total Defined Benefit Cost recognised in P&L and OCI 142.39 104.10

Summary of Actuarial Assumptions

Retirement Age
Discount Rate 7.00% 7.70%
Salary Escalation 6% 6%
Attrition Rate 58 Years 58 Years
Average Future Service 18.22 16.17
Mortality Table IALM(2006-08) Table

B. LEAVE ENCASHMENT (` in Lakh)

Leave Encashment
Particulars
As at March 31, 2020 As at March 31, 2019
Reconciliation of opening & closing balances of PV of defined 103.89 132.53
benefit obligation
Opening defined benefit obligation
Current service Cost 7.53 11.60
Interest Cost on Benefit Obligation 6.91 8.34
Prior service cost-vested benefit
Net Actuarial gain/loss recognized during the year (2.44) (0.12)
Benefits paids (10.36) (48.46)
Closing defined benefit obligation 105.53 103.89

Current Liability 27.76 11.51

Non Current Liability 77.77 92.38

Expenses recognized in the statement of P&L Account

Current Service Cost 7.53 11.60
Interest Cost on Benefit Obligation 6.91 8.34
Defined Benefit Cost included in P&L Account 14.44 19.94
Total Remeasurement in OCI (2.44) (0.12)
Total Defined Benefit Cost recognised in P&L and OCI 12.00 19.82

Summary of Actuarial Assumptions

Retirement Age
Discount Rate 7.00% 7.70%
Salary Escalation 6% 6%
Retirement Age 58 Years 58 Years
Average Future Service 17.75 18.73
Mortality Table IALM(2006-08) Table

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C. SENSITIVITY ANALYSIS
A quantitative sensitivity analysis for significant assumptions as 31st March 2020

Gratuity Plan
Change in Impact on Defined
Particulars Assumptions Benefit Obligation
Increase/ Increase/ Decrease
(Decrease) in Assumptions
UNDER BASE SCENARIO 72,026,321
% `
SALARY ESCALATION 1.00% 76,763,513
-1.00% 67,713,847
WITHDRAWAL RATES 1.00% 72,288,629
-1.00% 71,734,164
DISCOUNT RATES 1.00% 67,907,489
-1.00% 76,661,166

34 Disclosure of Segmental reporting pursuant to Ind AS 108 “Segmental Reporting”

The Company is engaged in manufacturing of Automotive Components meant for two wheeled, three
wheeled and four wheeled Vehicles. Based on similarity of activities/products, risk and reward structure,
organisation structure and internal reporting Systems. The company has structured its operations into
single operating segment geographic distribution of however based on the activities, the chief operating
decision maker identified India and outside India as two geographical segments.
(` in Lakh)
Revenue from Customers As at Mar 31, 2020 As at Mar 31, 2019
Within India 6102.01 7129.59
Outside India
AUSTRIA 6444.05 5260.71
JAPAN 2645.08 2998.64
GERMANY 3913.01 2082.86
SWITZERLAND 786.68 368.51
ITALY 103.63 256.73
VIETNAM 6.96 8.41
HUNGARY 336.18 5.50
CHINA 1.89 5.50
35 Disclosure of Related parties / Related party transactions pursuant to Ind AS 24 “Related Party
Disclosures”
A. List of Related Parties
Name of the Key Management Personnel Designation
Mr. Gursharan Singh Managing Director

B. Transactions with related parties: (` in Lakh)

Particulars As at March 31, 2020 As at March 31, 2019
Remuneration and Perks - Key Managerial Personnel 219.48 163.19
Remuneration and Perks - Relatives of Key Managerial Personnel 37.01 22.97
Directors Sitting Fees 2.95 0.90

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Remuneration & Perks include payment to Mr. Gursharan Singh, Chairman & Managing Director ` 142.18 Lakh
(Prev Year ` 109.36 Lakh), Mr. Dev Raj Arya, Director & CFO ` 59.65 Lakh (Prev Year ` 47.33Lakh) Mr. Hitesh
Kumar, Company Secretary ` 7.03 Lakh (Prev Year ` 6.50 Lakh), Ms. Shagun Bajpai, Company Secretary `
1.52 Lakh (Prev Year NIL), Mr. Anil Sharma, Non-Executive Director ` 9.10 Lakh (Prev Year NIL) KMP’s of the
company
Remuneration & Perks paid to Mrs. Narinder Paul Kaur ( as retainership fees), ` 18 Lakh (Prev Year ` 13.20
Lakh) and Mr. Prabh Mehar Singh ` 19.01 Lakh (Prev year ` 9.77 Lakh) , Relatives of Key Managerial Person
Director Sitting Fees is paid to Mrs. Narinder Paul Kaur, Non executive Director ` 1.15 Lakh (Prev. Year ` 0.90
Lakh) & Mr. Anil Sharma, Non executive Director ` 1.80 Lakh (Prev. Year ` 1.65 Lakh).

(` In Lakh)
Outstanding As at Outstanding As at
Name of the Key Management Personnel
March 31, 2020 March 31, 2019
Receivable Payable Receivable Payable

Mr Gursharan Singh - 34.95 - 24.21

Mr Dev Raj Arya - - - -
Mr Hitesh Kumar - - - -
Mr. Anil Sharma - - - -
Ms. Shagun Bajpai - - - -

Name of Relatives of Key Managerial Personnel

Mrs Narinder Paul Kaur (Non-Executive Director) - - - -
Mr Prabh Mehar Singh - - - -

Financial Instruments
36 Capital Managment
The Company manages its capital to ensure that the Company will be able to continue as a going concern
while maximising the return to stakeholders through efficient allocation of capital towards expansion of
business, opitimisation of working capital requirements and deployment of surplus funds into various
investment options.
The capital structure of the company consists of debt (long term borrowings, current maturity of long term
borrowings and short term borrowings), capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders.
36.1 Gearing Ratio
The gearing ratio at the end of the reporting period was as follows

Particulars As at Mar 31, 2020 As at Mar 31, 2019

Debt 8,683.46 8,480.22
Cash and Bank Balances 74.97 69.87
Net Debt (i) 8,608.50 8,410.35
Equity (ii) 8,513.59 6,646.75
Net Debt To Equity Ratio 1.01 1.27

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37. Catagories of Financial Instruments (` in Lakh)

31.03.2020 31.03.2019
Financial instruments by categories Amortized Amortized
FVTPL FVTOCI FVTPL FVTOCI
cost cost
Financial asset
Non-Current Financial Asset
Security Deposit - - 178.63 - - 113.34
Current Financial Asset
i.Trade receivables - - 5,374.30 - - 5,088.64
ii.Cash and cash equivalents - - 74.97 - - 69.87
iii.Other Financial asset - - 475.83 - - 320.14
Total Financial Asset - - 6,103.72 - - 5,591.99
Financial liability
Non-Current Financial Liabilities
Borrowings - - 3,073.42 - - 3,136.31
Other - - 302.09
Current Financial Liabilities
i. Borrowings - - 5,610.05 - - 5,343.91
ii. Trade payables - - 1,902.47 - - 2,140.78
iii. Current matjurities of lease - - 105.18
iii.Other financial liabilities - - 833.17 - - 544.95
Total Financial Liabilities - - 11,826.37 - 11,165.95

38 Fair value of Financial Assets and Liabilties at amortized cost (` in Lakh)

31.03.2020 31.03.2019
Financial instruments by categories
Carrying amount Fair value Carrying amount Fair value
Financial asset
Non-Current Financial Asset
Security Deposit 178.63 178.63 113.34 113.34
Current Financial Asset
i.Trade receivables 5,374.30 5,374.30 5,088.64 5,088.64
ii.Cash and cash equivalents 74.97 74.97 69.87 69.87
iii.Other Financial asset 475.83 475.83 320.14 320.14
Total Financial Asset 6,103.72 6103.72 5,591.99 5591.99
Financial liability
Non-Current Financial Liabilities
Borrowings 3,073.42 3,073.42 3,136.31 3,136.31
Current Financial Liabilities
i.Borrowings 5,610.05 5,610.05 5,343.91 5,343.91
ii.Trade payables 1,902.47 1,902.47 2,140.78 2,140.78
iii.Other financial liabilities 833.17 833.17 544.95 544.95
Total Financial Liabilities 11,419.11 11,419.11 11,165.95 11,165.95

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The carrying amount of financial assets/liabilities including trade receivables and payables and others; measured
at amortised cost are considered to be the same as their fair values, due to their short term nature.
The carrying value of Rupee Term Loan approximate fair value as the instruments are at prevailing market rate.
The Fair values are all measured at Level 3
39 Financial Risk Management Objectives
The company’s activities expose it to variety of financial risks. These risks include market risk (including
currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The company’s focus
is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on
its financial performance. The Board of Directors has overall responsibility for the establishment and
oversight of the Company’s risk management framework. The Board of Directors has established a risk
management policy to identify and analyze the risks faced by the Company, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed
annually to reflect changes in market conditions and the Company’s activities. The Board of Directors
oversee compliance with the Company’s risk management policies and procedures, and reviews the risk
management framework.
A) Market risk
The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risk: currency risk, interest
rate risk and other price risk.
i Foreign Currency Risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rate. The company operates internationally and a major portion
of the business is transacted in several currencies and consequently the company is exposed to foreign
exchange risk through its sales and services in the several countries and purchases from overseas
suppliers in various foreign currencies.

The company has incurred expenditure in Foreign Currency

(` in Lakh)
Particulars FY 2019-20 FY 2018-19
Raw Material/Tools/Machines/Other 1,557.28 2,710.97
Foreign Travelling 71.67 54.60
Employee Cost 19.96 -

The company has Earningsin Foreign Currency

Particulars FY 2019-20 FY 2018-19
Export of Goods on CIF Basis 14,237.49 10,986.88

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The foreign currency risk from financial instruments as at March 31, 2020 is as follows: (` in Lakh)
As on 31.03.2020
Particulars Thai Hong Kong Canadian
USD EURO CHF GBP Yuan JPY
Baht Dollar Dollar
Cash & Cash 0.90 0.31 0.42 0.07 0.41 0.14 0.05 0.02 0.05
Equivalents (INR)
Trade Receivables (INR) 3818.45 165.84
Trade Payables (INR) 20.76 8.32
Interest Payables (INR) 4.25
Borrowings in Foreign 2834.66 62.29 487.99
Currency (INR)
Total 6654.01 249.20 500.98 0.07 0.41 0.14 0.05 0.02 0.05

The foreign currency risk from financial instruments as at March 31, 2019 is as follows: (` in Lakh)
Particulars As on 31.03.2019
USD EURO CHF GBP Yuan JPY Thai Baht
Cash & Cash Equivalents (INR) 0.62 0.48 0.38 0.07 0.02 0.12 0.09
Trade Receivables (INR) 3623.53 96.77
Trade Payables (INR) 3.10
Interest Payables (INR) 4.73
Borrowings in Foreign Currency (INR) 2650.85 87.11 727.98
Total 6275.00 184.36 736.19 0.07 0.02 0.12 0.09

Sensitivity analysis based on average outstanding Foreign currency loan (` in Lakh)

Impact on profit/ loss after tax
Particulars
FY 2019-20 FY 2018-19
Increase or decrease in exchange rate by Rs.1 97.90 103.79
Note: Profit will increase in case of decrease in foreign currency rate and vice versa

ii Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates.
The Interest risk arises to the company mainly from borrowings with variable rates. The company measures
risk through sensitivity analysis.
Currently, Lending by Commercial Banks is at variable rate, which is an inherent business risk.

The company’s exposure to interest rate risk due to variable interest rate borrowings is as follows:
(` in Lakh)
Particulars FY 2019-20 FY 2018-19
Debt from Banks/FIs - Variable rate borrowings 8,815.98 8,480.17

Sensitivity analysis based on average outstanding Debt (` in Lakh)

Impact on profit / loss after tax
Interest Rate Risk Analysis FY 2019-20 FY 2018-19
Increase or decrease in interest rate by 25 basis points 21.62 18.91
Note: Profit will increase in case of decrease in interest rate and vice versa

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B) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial assets.
The company is exposed to liquidity risk due to bank borrowings and trade and other payables.
The company measures risk by forecasting cash flows.
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage
to the Company’s reputation. The Company ensures that it has sufficient fund to meet expected operational
expenses, servicing of financial obligations.

The following are the contractual maturities of financial liabilities (` in Lakh)

As at March 31, 2020 Carrying upto 1 year 1-3 years 3-5 More than Total
Amount years 5 years
Non Derivative Financial Liability
Term Loan from Banks 3,678.97 1,084.42 2,521.14 73.41 3,678.97
Term Loan from Financial Institutions 627.38 139.40 418.19 69.79 627.38
Lease Liabilities 512.45 105.18 219.32 187.95 512.45
Long Term Advances from Customers 150.78 70.85 79.93 150.78
Car Loan 37.52 19.30 18.22 37.52
Loan Repayable on Demand 1,883.50 1,883.50 1,883.50
Bill Discounting 18.22 18.22 18.22
Trade Payables 1,902.47 1,902.47 1,902.47
Other Financial Liabilities - - -
Total 8,811.30 5,223.35 3,256.80 331.15 - 8,811.30

The following are the contractual maturities of financial liabilities (` in Lakh)

As at March 31, 2019 Carrying upto 1 year 1-3 years 3-5 More than Total
Amount years 5 years
Non Derivative Financial Liability
Term Loan from Banks 3,308.00 1,084.42 1,919.94 303.64 3,308.00
Term Loan from Financial Institutions 727.98 139.40 418.19 170.39 727.98
Loan repayable to Related party - -
Long Term Advances from Customers 170.86 70.85 100.01 170.86
Car Loan 55.24 19.30 35.94 55.24
Loan Repayable on Demand 1,640.55 1,640.55 1,640.55
Bill Discounting 2,748.40 2,748.40 2,748.40
Trade Payables 2,140.78 2,140.78 2,140.78
Other Financial Liabilities 544.95 544.95 544.95
Total 11,336.76 8,388.65 2,474.08 474.03 - 11,336.76

40. Expenditure on Corporate Social Responsibility (CSR)

(` in Lakh)
Particulars FY 2019-20 FY 2018-19
a) Gross amount required to be spent during the year 26.97 21.05
b) Amount actually spent during the year 20.55 12.37

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41. Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the balance sheet:
(` in Lakh)
As at March Movement Recognised As at March
Particulars 31, 2019 in Statement of Profit and 31, 2020
Loss
Deferred tax (liabilities)/assets in relation to:
Property, plant and equipment and Intanigble Assets (965.87) (88.08) (1,053.95)
Defined benefit obligation 205.72 153.35 359.07
Deferred Tax Asset / (Liabilities) (Net) (760.15) 65.26 (694.89)

42 Contingent liabilities
1. Corporate Guranatees given by the Company on behalf of their Suppliers.
Company has given guarantee/securities under section 186 or other applicable provisions of the Companies
Act. 2013, of following amounts for the suppliers of the Company to TATA Capital financial Services Limited
and these suppliers are associated with the company for last so many years and they have undertaken to
establish additional Job working facility fully dedicated to RACL Geartech Limited:
1. For Global Engineering Works Limited for an amount of ` 114 Lakhs.
2. For Hariom Engineering Private Limited for an amount of ` 29 Lakhs.
3. Diamento precision Parts Private Limited for an amount of ` 40 Lakhs.
2. Income Tax Demands
The Company’s proceedings pending with Tax Authorities are worth for ` 103.61 Lakh only. The Company
has reviewed all its pending proceedings and has made adequate provisions, wherever required and
disclosed the contingent liabilties, wherever applicable, in its financial statements. The Company does not
reasonably expect the outcome of these proceedings to have a material impact on its financial statements.
43 Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006
There have been no claimed transactions during the year with Micro, Small and Medium Enterprises
covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Hence,
reporting details of Principal and Interest does not arise.
44 Previous years figures
Previous years figures have been regrouped/reclassified/recasted wherever necessary.
45 Disclosure Note- Ind AS 116
Ind AS 116 was notified by Ministry of Corporate Affairs on 30 March 2019 and it is applicable for annual
reporting periods beginning on or after 1 April 2019.
Ind AS 116 will affect primarily the accounting by lessees and will result in the recognition of almost all
leases on balance sheet. The standard removes the current distinction between operating and finance
leases and requires recognition of an asset (the right-of-use the leased item) and a financial liability to pay
rentals for virtually all lease contracts. An optional exemption exists for short-term and low-value leases.
RACL reviewed all of the company’s leasing arrangements in light of the new lease accounting rules in
Ind AS 116. The group intends to apply modified retrospective approach and has not restated comparative
information in the financial statements for the year ending 31 March 2020.

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 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

The estimated impact of Ind AS 116 on RACL’s financial statements at 31 March 2020 is as follows:
Balance sheet: The company estimates that the adoption of Ind AS 116 will result in an increase in
total assets of approximately INR 479.05 Lakh, split between right-of-use assets of INR 472.11 Lakh and
deferred tax assets of INR 6.94 Lakh. Financial liabilities are expected to increase by approximately INR
472.11 and net equity will decrease by approximately NIL.
Statement of profit and loss: The company estimates that the adoption of Ind AS 116 will result in
increased depreciation of approximately INR 107.75Lakh from the right-of-use assets and increased
finance costs of approximately INR 35.20 Lakh per year due to the interest recognised on lease liabilities.
These will offset the reduction in operating lease expenses of around INR 100.59 Lakh per year, resulting
in an overall net reduction of profit before taxes of approximately INR 42.34Lakh.
Statement of cash flows: The company estimates that the adoption of Ind AS 116 will result in increase in
operating cash flows and decrease in financing cash flows by approximately INR 72.55 Lakh as repayment
of the lease liabilities and related interest will be classified as cash flows from financing activities.
46 Covid-19 Impact
The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance
and slowdown of economic activity. In many countries, businesses are being forced to cease or limit
their operations for long or indefinite periods of time. Measures taken to contain the spread of the
virus, including travel bans, quarantines, social distancing, and closures of non-essential services have
triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. COVID19
is significantly impacting business operation of the company, by way of interruption in production, supply
chain disruption, unavailability of personnel, closure/lockdown of production facilities and off-take of
products by customers etc. On 24th March, 2020, the Government of India ordered a nationwide lockdown
for 21 days which further got extended till 3rd May, 2020 to prevent community spread of COVID-19 in
India resulting in significant reduction in economic activities. Further, during April 2020 and May 2020, there
has been significant decline in the monthly revenues as compared to previous years as similar impact is
seen across supply chains including with our customers. However, long term purchase agreements with
key customers that remain committed, including addition of new significant contracts during this period
have reinforced and formed a part of management’s estimates which for next F.Y. have projected a modest
growth of 3.8% as compared to 25% CAGR for last 3 years. In assessing the recoverability of Company’s
assets such as Investments, Loans, intangible assets, Trade receivable, Inventories etc. the Company
has considered internal and external information. The Company has performed sensitivity analysis on the
assumptions used basis the internal and external information/indicators of future economic conditions, and
the Company expects to recover the carrying amount of the assets.

37th Annual Report 2019-20 | 159

 RACL Geartech Limited IATF 16949-2016
IATF 518901-000

FORM AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate
companies or joint ventures
Part A: Subsidiaries
Reporting period: 1 April, 2019 to 31st March, 2020
st

Sl. No. Particulars RACL Geartech GmbH, Austria

1. Reporting currency Euro
2. Exchange rate 83.05
3. Share capital 17500.00
4. Reserves and surplus (1865.24)
5. Total assets 23560.55
6. Total Liabilities 23560.55
7. Investments -
8. Turnover 49087.00
9. Profit before taxation (1240.24)
10. Provision for taxation (625.00)
11. Profit after taxation (1865.24)
12. Proposed Dividend -
13. Percentage of shareholding 100%
1. Names of subsidiaries which are yet to commence operations. NIL
2. Names of subsidiaries which have been liquidated or sold during the year. NIL

For and on Behalf of the Board of Directors
RACL Geartech Limited

Mr. Gursharan Singh Mr. Dev Raj Arya

Chairman & Managing Director Whole-Time Director & CFO
DIN: 00057602 DIN: 00057582

Place: Noida Ms. Shagun Bajpai

Date: 29th June, 2020 Company Secretary
ICSI M. No.: A45982

160 | 37th Annual Report 2019-20