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Rane Brake Lining Ltd.

BSE: 532987 Sector: Auto
NSE: RBL ISIN Code: INE244J01017
BSE 00:00 | 19 Jan 815.95 -0.50
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NSE 00:00 | 19 Jan 814.85 -3.05
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OPEN 813.05
PREVIOUS CLOSE 816.45
VOLUME 53
52-Week high 1200.90
52-Week low 704.40
P/E 18.38
Mkt Cap.(Rs cr) 631
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 813.05
CLOSE 816.45
VOLUME 53
52-Week high 1200.90
52-Week low 704.40
P/E 18.38
Mkt Cap.(Rs cr) 631
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rane Brake Lining Ltd. (RBL) - Director Report

Company director report

Your Board of Directors hereby present to you the Sixteenth Annual Report covering theoperational and financial performance together with the accounts for the year ended March31 2021 and other prescribed particulars:

1. State of Company's affairs

The impact of COVID-19 was felt throughout the Automotive sector of which the Companyis part in the Financial Year 2020-21. By the end of the first half of the fiscal theeconomy and industry had restarted with the new normal in place. Post lifting of lockdownrestrictions the auto industry witnessed demand recovery led by pent-up demand coupledwith other factors. The Company resumed operations across its facilities in compliancewith the guidelines issued by the Government. Adequate steps for safety and precautionarymeasures were taken across all its facilities and locations.

The Company deftly navigated the post lockdown challenges in the recovery phase throughseveral cost optimisation measures and capacity management. The Company was stronglypositioned to make up for the weak H1 performance with a quick ramp up and increase inbusiness share across customers. The Company is likely to benefit from the growthopportunities in the automotive industry and aided by the Government's Production LinkedIncentive (PLI) and other stimulus programmes. However the second wave of COVID-19 andresultant lockdowns has negatively impacted the economic activities and the auto industry.Going forward rollout of vaccines should lead to increased economic activity andincreased mobility which should help in gradual and sustainable economic revival duringFinancial Year 2021-22.

1.1. Financial Performance

The financial highlights for the year under review are as follows:

(Rs. in Crores)
Particulars 2020-21 2019-20
Revenue from Operations 423.39 470.98
Other Income 11.42 10.45
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 71.61 70.99
Less: Depreciation/Amortisation/Impairment 24.42 26.29
Profit/loss before Finance Costs Exceptional items and Tax Expense 47.19 44.70
Less: Finance Costs 0.25 0.02
Profit/loss before Exceptional items and Tax Expense 46.94 44.68
Add/(less): Exceptional items - -
Profit/(loss) before Tax Expense 46.94 44.68
Less: Tax Expense (Current & Deferred) 15.14 10.34
Profit/(loss) for the year (1) 31.80 34.34
Total Comprehensive Income/loss (2) 0.68 (0.98)
Total (1+2) 32.48 33.36
Balance of profit/loss for earlier years 42.34 45.39
Less: Transfer to Reserves - (22.10)
Less: Dividend paid on Equity Shares (8.71) (11.87)
Less: Dividend Distribution Tax - (2.44)
Less: Tax on Buyback of Shares (2.55) -
Balance carried forward 63.56 42.34

Operation Performance Key Performance Indicators and Summary on Balance Sheet arefurnished in page no.1 of this Annual Report.

The Sales and other Operating Revenue for the FY 2020-21 dropped by 10.10% whilethe Profit Before Tax (PBT) increased by 5.06% compared to previous year. TheEarnings Per Share (EPS) for the year 2020-21 was Rs.40.45 as against Rs.43.39 inthe previous year.

The Company continues to be a subsidiary of Rane Holdings Limited (RHL/HoldingCompany). There were no material change or commitments affecting the financial positionof the Company between the end of the financial year and the date of this report apartfrom those disclosed in the financial statements section of this Annual Report. There wasno change in nature of business during the year.

1.2. Appropriation

The Board of Directors taking into consideration the operational performance and thefinancial position of the Company have recommended a dividend of 250% (i.e. Rs.25/- pershare of Rs.10/- each fully paid-up) for approval of shareholders at the ensuing 16thAnnual General Meeting (AGM) scheduled to be held on July 26 2021. The total dividendpaid/payable on equity shares for FY 2020-21 would be Rs.19.32 crores. On declaration ofthe dividend by the shareholders it will be paid on August 04 2021 to all the eligibleshareholders whose name appears in the register of members of the Company as on July 192021 being the Record Date fixed for this purpose subject to deduction of tax at sourcewhere applicable. The total of dividend paid/payable for the FY 2020-21 would be Rs.25/-per equity share of a face value of Rs.10/- each.

Considering the above the Board has retained Rs.63.56 crores as surplus in the profitand loss account and not transferred any amount to the General Reserves for FY 2021-22.

1.3. Credit Rating

The Company's financial management and its ability to service financial obligations ina timely manner has been re-affirmed by ICRA AA- stable during the year under review andthis has been disclosed to stock exchanges and made available in the Company's website.The Corporate Governance section of this Annual Report carries the details of creditrating.

1.4. Changes in Share Capital - Buyback

The Board of Directors of the Company had at their meeting held on October 15 2020approved a Buyback of equity shares for an amount not exceeding Rs.220000000/- (RupeesTwenty Two Crore only) (the "Maximum Buyback Size") and at a price notexceeding Rs.825/- (Rupees Eight Hundred Twenty Five only) per Equity Share ("MaximumBuyback Price") from the open market through stock exchanges ("Buyback")in accordance with the Securities and Exchange Board of India (Buy-back of Securities)Regulations 2018 as amended ("Buyback Regulations"). The MaximumBuyback Size represents 9.61% of the aggregate of the Company's paid-up Equity Sharecapital and free reserves based on the audited financial statements of the Company as atMarch 31 2020 (being the latest available audited financial statements of the Company).

As on March 31 2021 the Company had bought back 162621 Equity Shares at an averageprice of Rs.730.76 per Equity Share and extinguished 154865 equity shares. Accordinglythe paid up capital in the books of account of the Company stands reduced fromRs.79149800/- to Rs.77601150/- (i.e 7760115 equity shares of Rs.10/- each fullypaid up).

Subsequently on April 26 2021 the Buyback offer closed upon the completion of the 6months period from the date of opening. The Company bought back 185109 equity sharessince the opening of buyback on October 27 2020. The paid-up capital stands reduced toRs.77298710/- post the completion of buy back.

1.5. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of auto components fortransportation industry viz. friction material (Disc Pads Brake Shoes Clutch FacingsClutch Buttons Brake Linings and Brake Blocks). The analysis on the performance of theindustry the Company internal control systems and risk management processes arepresented in the Management Discussion and Analysis report forming part of this report andare provided in 1 Annexure A'.

1.6. Subsidiaries Associate and Joint venture Companies

The Company does not have any subsidiary associate or joint venture. There was noCompany which has become or ceased to be the Company's subsidiary Joint venture orassociate during the financial year 2020-21.

2. Board of Directors Committees and Management

2.1 . Composition

The composition of the Board of Directors and its Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee CorporateSocial Responsibility Committee and Risk Management Committee are constituted inaccordance with Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR) wherever applicable. The Board of Directorshave also constituted an Executive Committee and a Finance Committee. The CorporateGovernance Report given in 'Annexure E' to this report contains the composition ofthe Board of Directors of the Company and its Committees.

The following are the details of change in composition of the Board of Directors andits Committees:

• Ms. Ranjana Kumar (DIN:02930881) Independent Director retired as per theretirement policy of the Company with effect from the conclusion of the Board Meetingheld on October 15 2020. The Board places on record its appreciation for the servicesrendered during her tenure as an Independent Director.

• Dr. (Mrs.) Brinda Jagirdar (DIN: 06979864)

joined the Board of Directors as an Additional Director (Independent Category) witheffect from the conclusion of the Board Meeting held on October 15 2020. Her appointmentas an Independent Director of the Company is subject to the approval of the shareholdersof the Company at the ensuing Annual General Meeting.

• Mr. S Krishna Kumar (DIN: 00062582) Independent

Director retired as per the retirement policy of the Company effective from May 012021. Consequent to his retirement he ceased to be a member of the Audit Committee. TheBoard places on record its appreciation for the valuable advice and guidance rendered byhim during his tenure especially on various strategic matters.

The Board of Directors are of the opinion that the Director(s) proposed forappointment/re-appointment at the ensuing 16th AGM of the Company possessintegrity necessary expertise relevant experience and proficiency and the CorporateGovernance Report annexed to this report contains necessary disclosures regarding theDirector(s).

The terms and conditions of appointment of Independent Directors have been disclosed onthe website of the Company and available at weblink: http://ranegroup.com/rbl_investors/terms-of-appointment- of-independent-directors.

All the Directors have affirmed compliance with the Code of Conduct of the Company. TheIndependent Directors have further affirmed that they satisfy the criteria laid down undersection 149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicableregulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(SEBI LODR) as amended from time to time. Further in terms of Section 150 of theCompanies Act 2013 read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 all Independent Directors of the Company have confirmed that theyhave registered themselves with the databank maintained by the Indian Institute ofCorporate Affairs (IICA) and have qualified the proficiency test if applicable to them.The Board of Directors at its first meeting of the FY 2020-21 has taken on record thedeclarations and confirmations submitted by the Independent Directors. During the yearthe Board had not appointed any person as an Alternate Director for an IndependentDirector on the Board. The Company has obtained a certificate from a Company Secretary inPractice that none of the Directors on the Board of the Company has been debarred ordisqualified from being appointed or continuing as Directors of the Company by theSEBI/Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Yasuji Ishii (DIN: 08078748) retires by rotation at the ensuing 16thAGM and being eligible he offers himself for re-appointment. The proposal forre-appointment of Mr. Yasuji Ishii as a Director is included in the notice convening the16th AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and Committees of the Board iscirculated to the Directors in advance. During the year five (5) Board Meetings were

convened and held the details of which are given in the Corporate Governance Report.The gap between any two consecutive meetings of the Board of Directors was less than 120days. The details of Committee meetings are provided in the Corporate Governance Reportannexed to this report of the Board.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the quality quantity andtimeliness of the flow of the information between the management and the Board. TheIndependent Directors expressed that the present flow of information was timely and ofsuperior quality and enable them to effectively perform their duties. They also reviewedthe performance of the Chairman of the Company the Non-Independent Directors and theBoard as a whole after taking into consideration the views of the Non-Executive Directors.

2.5. Board Evaluation

The Board carried out an annual evaluation of its performance its committees andindividual directors including the Chairman of the Board. This exercise was implementedthrough a structured questionnaire seeking qualitative inputs and comments on the Boardand its committees including the Chairman and individual Directors. The performanceevaluation of Chairman and Non-Independent Directors were also reviewed by IndependentDirectors at a separate meeting. The parameters considered various aspects of the Board'sfunctioning such as skill set and diversity of the board to review strategy riskmanagement dimensions and processes information flow on the state of affairs of thecompany talent management human capital challenges effectiveness of presentationspriorities accorded by the board particularly to cyber security and the effectiveness ofthe Board's processes of reviewing annual operating and strategic business plans.

Peer assessments of directors based on parameters such as contribution to the Boarddecisions and discussions staying updated on recent trends awareness on macro leveldevelopments and networking engagements was reviewed by the Board for individual feedback.The performance evaluation criteria for Independent Directors is determined by theNomination and Remuneration Committee. An indicative list of factors on which evaluationwas carried out includes commitment competency sector knowledge networking andengagement.

The Company actioned on the feedback from the Board evaluation process. Agenda wasreorganised to allow longer time for discussion on strategy and business mattersstreamlining of content for board's deliberation on matters of relevance like InformationSecurity Management System in the wake of remote working scenario due to the COVID-19pandemic.

2.6. Familiarisation program for Independent Directors

The details of familiarization programmes for Independent Directors are available atthe weblink: http://ranegroup.com/rbl_investors/familiarisation-programme-for-independent-directors/.

2.7. Key Managerial Personnel

As at the year ended March 312021 Mr. R Balakrishnan President & Manager Mr. MA P Sridhar Kumar Senior Vice President - Finance & Chief Financial Officer (CFO) andMr. Venkatraman Company Secretary hold the office of Key Managerial Personnel (KMP)respectively within the meaning of Section 2(51) of the Companies Act 2013.

2.8. Remuneration policy

The policy contains criteria for determining positive qualifications positiveattributes independence of a Director and also covers aspects of remuneration which isreasonable and sufficient to attract retain and motivate Directors/high potentialemployees to run the Company successfully.

The policy on appointment and remuneration of Directors KMP and Senior ManagementPersonnel (SMP) as laid down by the NRC of the Board is available at the web-link athttps://ranegroup.com/rbl_investors/ policy-on-appointment-remuneration-of-directors-kmp-smp/. There has been no change in this policy during the financial year 2020-21.

In accordance with the said policy approval was obtained from the shareholders interms of Regulation 17(6) (ca) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR) at the 15th AGM held on August 052020 for payment of commission to Mr. L Ganesh Chairman an amount exceeding 50% oftotal annual remuneration payable to other Non-Executive Directors for the FY 2019-20.The details of remuneration paid/payable to the Directors during the financial year2020-21 is furnished in the Corporate Governance report annexed to this report of theBoard.

Pursuant to approval accorded by the shareholders at the 13th AGM held onJuly 24 2018 Mr. L Ganesh has been receiving commission upto 2% of the net profits ofthe Company for a 3 year period commencing from April 01 2018 till March 312021. Basedon the recommendations of the NRC the Board of Directors propose payment of commission ofupto 2% of net profits for a further period of three years commencing from April 012021subject to the approval of the shareholders at the ensuing 16th AGM 2021 underSection 197 198 and other applicable provisions of the Companies Act 2013. The Noticeconvening the 16th AGM includes the proposal for payment of commission for aperiod of 3 years.

3. Audit and allied matters

3.1. Audit Committee

The terms of reference and meetings of the Audit Committee are disclosed in theCorporate Governance report section of the Annual Report. The Audit Committee of the Boardacts in accordance with the terms of reference which is in compliance with the provisionsof Section 177 of the Companies Act 2013 (Act) and Regulation 18 of SEBI LODR and otherapplicable provisions of SEBI LODR as amended from time to time.

3.2. Statutory Auditor

M/s. Varma & Varma Chartered Accountants (Varma & Varma) were re-appointed bythe shareholders at the 12th AGM held on August 23 2017 for a second term offive consecutive years commencing from the conclusion of 12th AGM (2017) till17th AGM (2022).

Varma & Varma have confirmed that they do not suffer from any disqualificationunder Section 141 of the Companies Act 2013 and the rules made thereunder. Varma &Varma has also submitted the peer review certificate issued to them by The Institute ofChartered Accountants of India.

Varma & Varma has not reported any matter under Section 143(12) of the CompaniesAct 2013 requiring disclosure under Section 134(3)(ca) of the Companies Act 2013. TheStatutory Auditor report to the members for the year ended March 312021 does not containany qualification reservation adverse remark or disclaimer.

3.3. Cost Audit & Maintenance of cost records

The Company maintains cost records as prescribed by the Central Government underSection 148(1) of the Act in respect of certain specified products manufactured by it.However the requirement for appointment of Cost Auditor and Cost Audit under Companies(Cost Records and Audit) Rules 2014 is not applicable to the Company.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co. a firm of Company Secretaries in Practice have beenappointed by the Board of Directors in terms of Section 204 of the Companies Act 2013 asSecretarial Auditors for the FY 2020-21. The Secretarial Audit report given in 'AnnexureB' was taken on record by the Board of Directors at its meeting held on May 17 2021.The report does not contain any qualification reservation adverse remark or disclaimer.

The Annual Secretarial Compliance report (hereinafter referred to as 'compliancereport') for the FY 2020-21 issued by M/s. S Krishnamurthy & Co. confirms compliancewith securities laws applicable to the Company and the same has been taken on record bythe Board of Directors at their meeting held on May 17 2021. The compliance report doesnot contain any qualification reservation adverse remark or disclaimer and the Board hasapproved filing of the same with the stock exchanges.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies a firm of independent assurance serviceprofessionals were the Internal Auditor of the Company during the year under review.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency ensure effectiveness of systems and processesreview of statutory and legal compliances with applicable statutes/laws and assessing theinternal control strengths in all these areas. Internal Auditor findings are discussedwith the process owners and suitable corrective actions taken as per the directions of theAudit Committee on a regular basis to improve efficiency in operations. The InternalAuditor reports directly to the Audit Committee. The Committee while reviewing theirperformance scope functioning periodicity and methodology for conducting the internalaudit has taken into consideration their confirmation to the effect that theirinfrastructure viz. internal audit structure staffing and seniority of the officialsproposed to be deployed etc. which are adequate and commensurate to the scopefunctioning periodicity and methodology for conducting the internal audit.

For FY 2020-21 the Audit Committee has inter-alia taken on record the certification bythe internal auditors viz. M/s. Capri Assurance and Advisory Servicies to the effectthat:

a. They have evaluated the internal control and risk management systems and reviewedthe risk management systems and the management's process of identification and mitigationof risks and controls;

b. There were no significant findings requiring followup there on and there were nomatters of suspected fraud or irregularity or a failure of internal control systems ofmaterial nature requiring investigation or reporting to the Audit Committee/Board;

c. Internal control systems of the Company for financial reporting are adequate and areoperating effectively throughout the year;

d. There were no deficiencies in the design or operation of internal controls;

e. There were no significant changes in the internal control over financial reportingduring the year under review;

f. There were no instances of fraud or involvement therein of management or an employeehaving a signif cant role in the entity's internal control system over financialreporting; and

g. The Company has a proper system for ensuring/monitoring compliance with allapplicable laws and the same is adequate and working effectively.

4. Directors' responsibility statement

In terms of Section 134(3)(c) read with section 134(5) of the Companies Act 2013 theDirectors to the best of their knowledge and belief based on the information andexplanations obtained by them confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departures;

b. they had selected such accounting policies and applied them consistently and madejudgements and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review;

c. they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany preventing and detecting fraud and other irregularities;

d. they had prepared the financial statements for the financial year on a 'goingconcern' basis;

e. they had laid down internal financial controls to be followed by the Company andsuch internal financial controls were adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arm's length basisand were in the ordinary course of business. There are no materially significant RPT madeby the Company with related parties which may have potential conflict with the interest ofthe Company at large.

All RPT are placed before the Audit Committee for approval. Prior omnibus approval ofthe Audit Committee has been obtained for the transactions which are foreseen andrepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed by the Audit Committee on a quarterly basis.

The Company has put in place a proper system for identification and monitoring of suchtransactions. Save as disclosed in this report none of the Directors or Key ManagerialPersonnel has any pecuniary relationships or transactions with the Company. The policy onRPT as approved by the Board is uploaded on the Company's website and is available at theweblink: http://ranegroup.com/rbl_investors/policy-on- related-party-transactions/.

None of the Directors or Key Managerial Personnel or Senior Management Personnel hasany material financial and commercial transactions (except payment receipt of theirremuneration as applicable) which may have potential conflict with interest of theCompany at large.

6. Corporate Social Responsibility (CSR)

The Rane Group's vision on Corporate Social Responsibility (CSR) is: "To be asocially and environmentally responsible corporate citizen". The CSR activities ofRane Group focus on four specific areas viz. (a) Education; (b) Healthcare; (c)Community Development; and (d) Environment.

The CSR Committee of the Board is responsible for recommending CSR projects andactivities to the Board in line with the CSR policy. During the year the board amendedthe policy on CSR in line with the Companies (Corporate Social Responsibility Policy)Amendment Rules 2021 notified by Ministry of Corporate Affairs on January 22 2021.

The CSR Committee monitors and reviews the implementation of CSR activitiesperiodically.

The CSR activities undertaken by the Company are in line with the CSR Policy andrecommendations of the CSR Committee comprising Mr. L Lakshman Committee Chairman Mr. LGanesh Chairman of the Board and Mr. Anil Kumar Venkat Epur Independent Director as itsmembers.

During the year the Company has contributed a sum of Rs.1.02 crores on various CSRactivities as per the CSR policy and recommendations of the CSR Committee. The 'AnnexureC to this report contains the annual report on CSR activities of the Company for FY2020-21. The CSR policy of the Company is posted on our website at the web-linkhttp://ranegroup.com/rbl_investors/corporate- social-responsibility-policy/.

7. Energy conservation technology absorption and foreign exchange earnings and outgo

The 'Annexure D‘ to this report contains the information on conservation ofenergy technology absorption and foreign exchange earnings and outgo as required underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

8. Corporate Governance Report

Your Company is committed to maintaining the highest standards of corporate governanceand effective compliance with the regulatory norms under the SEBI regulations and otherlaws and regulations applicable to the Company. The Corporate Governance Report and thecertificate issued by the Statutory Auditors are available in 'Annexure E‘ tothis report.

9. Business Responsibility Report

The Business Responsibility Report as applicable to the Company in terms of Regulation34(2) of SEBI LODR for the FY 2020-21 is provided in 'Annexure F‘ to thisreport. The Company practices various business responsibility initiatives as per theBusiness Responsibility framework of the Rane Group. This framework is developed andsteered at Rane group under the able leadership and guidance of Mr. L Ganesh Chairman ofRane Group who is also responsible for the implementation of the Business Responsibilityinitiatives.

10. Particulars of Directors Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors Key Managerial Personnel (KMP) and Employees of the Company are provided as an 'Annexure'to this report.

11. Risk Management

The Company has laid down well-structured procedures for monitoring the Risk Managementplan and implementing risk mitigation measures and it has been elaborately discussed underthe Management Discussion and Analysis Report which forms part of the Annual Report.

In accordance with the amended SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 effective from May 05 2021 the Company falls in the top 1000 companiesbased on market capitalization as on March 312021. The Board has constituted a RiskManagement Committee effective from June 01 2021 and has also framed a Risk ManagementCommittee Charter. The details of composition of the committee are provided in 'AnnexureE‘ to this report.

12. Other disclosures

a. Details of loan guarantees and investments under the provisions of Section 186 ofthe Companies Act 2013 if any are given in the notes to the financial statements.

b. The Internal control systems and adequacy are discussed in detail in the ManagementDiscussion and Analysis annexed to the Annual Report.

c. There was no significant material order passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

d. The policies approved and adopted by the Board have been made available on thecorporate governance section of the Investor page on the website of the Company viz.www.ranegroup.com.

e. The Company has complied with the applicable secretarial standards viz. SS-1 onmeetings of board of directors and SS-2 on general meetings issued by The Institute ofCompany Secretaries of India as per section 118(10) of the Companies Act 2013.

f. The details regarding shares and dividend transferred/proposed to be transferred tothe Investor Education and Protection Fund (IEPF) and other relevant details in thisregard have been provided in the corporate governance section of this Annual Report.

g. The copy of the Annual Return is available on the website of the Company atwww.ranegroup.com.

h. The Company does not accept any deposits falling under the provisions of section 73of the Companies Act 2013 and the rules framed thereunder.

i. The Company has established a formal vigil mechanism named 'Rane Whistle BlowerPolicy' for reporting improper or unethical practices or actions which are violative ofthe code of conduct of the Company. The policy which is also available on the intranetportal of the Company and provides adequate safeguard against victimisation and hasprovided direct access to the Chairman of the Audit Committee for the employees and statetheir complaints/grievances.

j. The Company has always provided a congenial atmosphere for work that is free fromdiscrimination and harassment and has provided equal opportunities of employment to allirrespective of their caste religion colour marital status and gender. The Companybelieves that women should be able to do their work in a safe and respectful environmentthat encourages maximum productivity. The Company has a zero tolerance towards sexualharassment. The Company has adopted a policy on prevention of sexual harassment of womenat work place and put in place proper dissemination mechanism across the Company. TheCompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH). During the period the details of complaintsreceived/resolved or pending are as under:

No. of complaints received during the financial year - Nil

No. of complaints disposed during the financial year - Nil

No. of complaints pending as of end of the financial year - Nil

k. The Company has not printed physical copies of the Annual Report for distribution inview of the exemptions available vide General circular 02/2021 dated January 13 2021issued by the Ministry of Corporate Affairs ("MCA") read with circular no.SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15 2021 issued by the Securities ExchangeBoard of India ("SEBI"). The full Annual Report will be made available on thewebsite of the Company and will also be disseminated to the stock exchanges where sharesof the Company are listed. The electronic copies of the Annual Report and the noticeconvening the 16th AGM would be sent to all the members whose e-mail addresseswere registered with the Company or their respective Depository Participants (DP).

l. Annual General Meeting

In view of the COVID-19 pandemic and in the interest of all stakeholders the 16thAGM would be conducted through video conferencing or other audio visual means on July 262021 at 15:00 hrs (IST) as per the framework notified by Ministry of Corporate Affairs.The notice convening the 16th AGM shall contain detailed instructions and notesin this regard.

Acknowledgement

We thank our Customers Investors Suppliers Vendors Bankers Government RegulatoryAuthorities and other Business Associates for their continued support in successfulperformance of the Company. We place on record our appreciation for the committed servicesof all our employees.

For and on behalf of the Board

Harish Lakshman Ganesh Lakshminarayan
Chennai Director Chairman
May 17 2021 DIN:00012602 DIN:00012583

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