Code of Conduct

The Board of Directors has a well defined code of conduct for all the Board members and Sr. Management of the company.

The members of the Board of Directors and Senior Management personnel have affirmed compliance with the code applicable to them during the year ending 31.03.2010. The annual report of the company contains a Certificate duly signed by the CMD in this regard.

• There is no related party transaction that have potential conflict with the company.
• During the last 3 years there has been no non-compliance by the company and there is no penalties, strictures imposed on the company by Stock Exchange or SEBI or any other statutory authority in any manner related to capital market or otherwise.
• The company has complied with the mandatory conditions of corporate governance and also constituted Remuneration committee which review the managerial remunerations payable to CMD and whole time Director.
• Receipt from Public Issues, Rights Issues, Preferential Issues

The company did not have any of the above issues during the year under review. (1.4.09 to 31.3.10)

The CMD, the CEO and the Chief Financial Officer have certified to the Board of Directors of the company that:

(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
• 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.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violate the company’s code of conduct.

(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the Auditors and the Audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) They have indicated to the auditors and the Audit Committee that there is:

• No significant change in internal control over financial reporting during the year.
• No significant change in Accounting policies during the year under review, and
• No instance of fraud in the company in which the management or an employee having a role.

To The Members
Raunaq Automotive Components Limited
New Delhi

We have reviewed the relevant records of Raunaq Automotive Components Limited (the company) for the year ended on 31st March, 2010 relating to compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our review was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and according to information and explanations given to us, we state that to the best of our knowledge the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

We have to state that no investor grievance against the Company is pending for a period exceeding one month as per the records maintained and certified by the Registrars of the Company.

We further state that such compliance is neither an assurance as to future viability of the company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

	For and on behalf of A.Sachdev & Co. Chartered Accountants Firm Regn.No.001307C
Place : New Delhi Date : 30th July, 2010	B.K.Agarwal Partner Membership No.90771

This is to certify that the company has laid down Code of Conduct for all Board Members and Senior Management of the company and the copy of the same uploaded on the website of the company www.raunaqauto.com

It is further certified that the members of the Board of Directors and Senior Management personnel have affirmed having complied with the code applicable to them during the year ended March 31, 2010.

Place : New Delhi Date : 30th July, 2010	Gursharan Singh Chairman and Managing Director