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Rane Holdings Ltd.

BSE: 505800 Sector: Financials
NSE: RANEHOLDIN ISIN Code: INE384A01010
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OPEN 609.80
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VOLUME 9
52-Week high 782.45
52-Week low 552.00
P/E 40.51
Mkt Cap.(Rs cr) 880
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 609.80
CLOSE 609.10
VOLUME 9
52-Week high 782.45
52-Week low 552.00
P/E 40.51
Mkt Cap.(Rs cr) 880
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rane Holdings Ltd. (RANEHOLDIN) - Director Report

Company director report

Your Board of Directors hereby present to you the Eighty Fifth Annual Report coveringthe operational and financial performance together with the accounts for the year endedMarch 31 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 Rane Group Companies deftly navigated the post lockdown challenges in the recoveryphase through several cost optimisation measures and capacity management. The Rane GroupCompanies were strongly positioned to make up for the weak H1 performance with a quickramp up and increase in business share across customers. Rane Group Companies are likelyto benefit from the growth opportunities in the automotive industry and aided by theGovernment's Production Linked Incentive ( PLI ) and other stimulus programmes. Howeverthe second wave of COVID-19 and resultant lockdowns negatively impacted the economicactivities and the auto industry. Going forward rollout of vaccines should lead toincreased economic activity and increased mobility which should help in gradual andsustainable economic revival during Financial Year 2021-22.

1.1. Financial Performance

Investment profile of your Company is across the various Group Companies engaged /serving the automotive industry as detailed below:

Name of investee company Products / Services Shareholding
Subsidiary Companies
1 Rane (Madras) Limited (RML) Steering gear products steering and suspension linkages Light metal casting products and other articles of aluminum 68.47%
Step Down Subsidiaries
a) Rane (Madras) International Holdings B.V. The Netherlands - (RMIH) Holds strategic overseas investments 100.00%
(i) Rane Light Metal Castings Inc. USA (RLMCA) (formerly Rane Precision Die Casting Inc. USA (RPDC)) High pressure Light metal casting for automotive applications 100.00%
2 Rane Engine Valve Limited (REVL) Engine valves valve guides and tappets 54.82%
3 Rane Brake Lining Limited (RBL) Brake linings disc pads clutch facing and clutch button 47.52%
4 Rane Holdings America Inc. USA (RHAI) Providing business development services in North American region for Rane Group Companies 100.00%
5 Rane Holdings Europe GmbH Germany (RHEG) Providing business development and other related support services for Rane group companies in the European region 100.00%
6 Rane t4u Private Limited (Rane T4U) (formerly Telematics t4u Private Limited) Connected Mobility Solutions 70.01%
Joint Venture Companies
7 Rane TRW Steering Systems Private Limited (RTSS) Hydraulic steering gear Hydraulic pumps Seat belt and Air Bags 50.00%

The Company's three main income streams are Dividend from investments Trademark feeout of ‘RANE' trademark ownership and Service fees from Rane Group Companies. TheCompany provides services in areas of Management consultancy Information TechnologyBusiness Development and Human Resource training which are unique and tailor-made to eachof the Rane Group Companies in line with each subsidiaries vision and mission businessgoals and operating models. The Company on January 07 2021 duly exercised conversion of1161440 warrants out of 1742160 warrants into 1161440 equity shares having a facevalue of Rs 10/- each at a warrant exercise price of Rs 287/- per warrant resulting in anincrease in shareholding of the Company in RML to 66.52%. The Company again on January 292021 subscribed to 2549936 warrants convertible into equivalent number of shares havinga

Manualface value ofsteering`10/- each of RML on payment ofcolumns and Electric 49.00%Rs 15.00 Power Steering crore being the warrant subscription price (25% of the issueprice of Rs 235.30/- per warrant). These warrants are convertible in one or more trancheswithin a period of eighteen (18) months from the date of allotment of warrants. TheCompany on March 29 2021 duly exercised conversion of 849978 warrants out of the2549936 warrants into 849978 equity shares having a face value of Rs 10/- each at anwarrant exercise price of Rs 235.30/- per warrant resulting in an increase inshareholding of the Company in RML by 1.95% to 68.47%. The balance 1699958 warrantswould be due for conversion into equivalent number of equity shares of Rs 10/- each on orbefore July 27 2022. Due to the Buyback of shares by subsidiary Rane Brake Lining Limited(RBL) during the Financial Year 2020-21 the shareholding of the Company in RBL increasedby further 0.93% to 47.52%. During the period under review there was no change inmanagement or control by RHL in Rane Group Companies except for change in shareholding inRML and RBL as mentioned above. The standalone financial highlights for the year underreview are as follows:

(` in Crores)
Particulars 2020-21 2019-20
Revenue from Operations 65.08 97.31
Other Income 0.91 0.47
Profit / loss before Depreciation Finance Costs Exceptional items and Tax 36.70 62.42
Expense
Less: Depreciation / Amortisation 3.06 3.21
Profit / loss before Finance Costs Exceptional items and Tax Expense 33.64 59.21
Less: Finance Costs 3.09 2.17
Profit / loss before Exceptional items and Tax Expense 30.55 57.04
Add / (less): Exceptional items (15.57) -
Profit / (loss) before Tax Expense 14.98 57.04
Less: Tax Expense (Current & Deferred) 13.62 6.22
Profit / (loss) for the year (1) 1.36 50.82
Total Other Comprehensive Income / loss (2)* 0.49 (0.55)
Total (1+2) 1.85 50.27
Balance of profit / loss for earlier years 76.03 88.95
Less: Transfer to Reserves - 38.05
Less: Dividend paid on Equity Shares 5.71 21.42
Less: Dividend Distribution Tax - 3.72

 

*Re-measurement of defined benefit plans (Net of Taxes) recognised as part of retainedearnings

The Key Performance Indicators operational performance and balance sheet summary arefurnished in page no. 1 of this annual report.

The total standalone income of the Company was Rs 65.99 crores dropped by32.51% when compared to the previous year due to lower trade mark fee service fees anddividend income. The Company netted a Profit

After Tax (PAT) of Rs. 1.36 crores which is 2.06% of the turnover for FY 2020-21 andthis has resulted in Earnings Per Share (EPS) of Rs 1/- for FY 2020-21 as against an EPSof Rs 36/- for previous Financial Year.

There was no material change or commitments affecting the financial position of theCompany between the end of the financial year of the Company and date of the report otherthan those disclosed in the financial statements section of this annual report. There wasno change in the nature of business during the year.

1.2. Appropriation

An amount of Rs 72.17 crores of the profit is available for appropriation as at the endof FY 2020-21. The Board of Directors taking into consideration the uncertainties facedby the automotive sector and the Indian economy as a whole has decided not to declare /recommend any dividend for the year under review.

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- with outlook as stable during the yearunder review and this has been disclosed to stock exchanges and made available on time inthe Company's website.The Corporate Governance section of this annual report carries thedetails of credit rating.

1.4. Share Capital

During the year under review the paid up capital of the Company stood at Rs142778090 consisting of 14277809 equity shares having face value of Rs 10/- eachfully paid up. There has been no change in capital structure of the Company.

1.5. Management Discussion & Analysis

The main business of your Company is to hold strategic investment in subsidiaries andjoint ventures (collectively called ‘Rane Group') engaged in the manufacturing andmarketing of components for the transportation industry and also provide services uniqueto Rane Group. A detailed analysis of the automotive industry group companies'performance internal control systems and risk management process etc. are presented inthe ‘Management Discussion & Analysis' report forming part of this annual reportand are provided in ‘Annexure A'.

1.6. Subsidiaries Associate and Joint Venture Companies

The Management Discussion and Analysis section of the Annual Report contains thefinancial highlights of performance of Subsidiaries Associates and Joint VentureCompanies and their contribution to the overall performance of the Company.

1.7. Consolidated financial statements

The consolidated financial statements are prepared as per the following methodologyspecified under applicable accounting standards: (a) Subsidiary companies – each lineitem of income expenditure assets and liabilities have been consolidated one hundredpercent. Non-Controlling interests have been appropriately considered.

(b) Joint Venture companies – Share of profits based on the percentage of shareheld has been consolidated. The consolidated financial statements of the Company areprepared based on the audited financial statement of the subsidiary companies andjoint-venture companies for the year ended March 31 2021. Except in the case of RHEGWholly Owned Subsidiary of whom the financial statements as certified by the managementhas been taken into consideration for the purpose of consolidation as there is norequirement of audit under the jurisdictional laws of RHEG for the time being in force.The salient features of financial statement of these subsidiary companies are provided inform AOC-1 forming part of this annual report in terms of the provisions of Section 129(3)of the Companies Act 2013 ("Act"). The Company will make available a softcopyof the annual report and annual accounts of the subsidiary Companies to any member onrequest of the same in accordance with the provisions of Section 136 of the Act. Furtherthe annual financial statements of the subsidiary Companies have been made available inthe website of the Company at www.ranegroup.com.

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). The Board of Directors have also constitutedan Executive Committee and a Finance Committee. The Corporate Governance Report given in‘Annexure E' to this report contains the composition of the Board of Directors of theCompany and its Committees. The following are the details of change in composition of theBoard of Directors and its Committees. Mr. Lakshman Lakshminarayan (DIN: 00012554)Non-Executive Director retired as per the retirement policy of the Company effective fromthe conclusion of the business hours on May 27 2021. He has been associated with Ranegroup for over 5 decades and as Director for about 3 decades. He has been instrumental insteering the Rane Group during a very challenging and exciting phase in the automobileindustry's evolution and transformation in India The Board placed on record itsappreciation for the valuable advice and guidance rendered by him during his tenureespecially on various strategic matters. Consequent to his retirement he ceased to be amember of the Stakeholders Relationship Committee Nomination and Remuneration Committeeand Corporate Social Responsibility Committee in which he served as a Member / Chairman.

The Corporate Governance Report annexed to this report contains necessary disclosuresregarding the Director proposed for appointment / re-appointment at the ensuing 85thAGM of the Company.

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

All the Directors have affirmed compliance with the Code of Conduct of the Company. TheIndependent Directors have affirmed that they satisfy the criteria laid down under section149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicable regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR)as amended from time to time. Further in terms of Section 150 of the Companies Act 2013read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 Independent Directors of the Company have confirmed that they have registeredthemselves with the databank maintained by the Indian Institute of Corporate Affairs(IICA) and have passed the proficiency test if applicable to them. The Board of Directorsat its first meeting of the FY 2020-21 has taken on record the declarations andconfirmations submitted by the Independent Directors. During the year the Board had notappointed any person as an Alternate Director for an Independent Director on the Board.The Company has obtained a certificate from a Company Secretary in Practice that none ofthe Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as Directors of Companies by the SEBI / Ministry of CorporateAffairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Ganesh Lakshminarayan (DIN: 00012583) retires by rotation at the ensuing 85thAnnual General Meeting AG ( M) and being eligible he offers himself for reappointment.The proposal for re-appointment of Mr. Ganesh Lakshminarayan as a Director isincluded in the notice convening the 85thAGM.

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 six (6) Board Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Thegap between any two consecutive meetings of the Board of directors was less than 120 days.The details of Committee meetings are provided in the Corporate Governance report.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the quality quantity andtimeliness of the flow of 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 Non-Independent Directors and the Board as a whole and theperformance of the Chairman and Managing Director and Vice Chairman and Joint ManagingDirector of the Company taking into consideration the views of the Non-ExecutiveDirectors.

2.5. Board evaluation

The Board carried out an annual evaluation of its performance as well as the working ofits Committees and individual directors including the chairman of the Board. Thisexercise was carried out through a structured questionnaire seeking qualitative inputs andcomments on the Board and its Committees chairman managing director and individualdirectors. The performance evaluation of chairman and non-independent directors were alsoreviewed by Independent Directors at a separate meeting. The parameters included variousaspects of the Board's functioning such as skill set and diversity of the board to reviewstrategy and risk management dimensions and processes information flow on state ofaffairs of the company talent management & human capital challenges effectiveness ofpresentations priorities accorded by the Board particularly to cyber security andeffectiveness of Board's processes of reviewing annual operating plan and strategicbusiness plan. Peer assessments of Directors based on parameters such as contribution tothe board decisions and discussions staying updated on recent trends awareness on macrolevel developments and networking engagements was reviewed by the Board for individualfeedback. The performance evaluation criteria for Independent Directors is determined bythe Nomination and Remuneration Committee. An indicative list of factors on whichevaluation was carried out includes commitment competency sector knowledge networkingand engagement.

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 familiarisation program for Independent Directors are available at theweblink: http://ranegroup.com/rhl_investors/familiarisation-programme-for-independent-directors/.

2.7. Key Managerial Personnel

AsatyearendedMarch312021Mr.LGaneshChairman& Managing Director Mr. HarishLakshman Vice-Chairman

& Joint Managing Director Mr. Siva Chandrasekaran Secretary and Mr. J AnanthChief Financial Officer hold the office of Key Managerial Personnel (KMP) respectivelywithin the meaning of Section 2(51) of the Act. During the year there was no change inthe KMP.

2.8. Remuneration policy

The policy contains criteria for determining positive qualifications positiveattributes and independence of a director and also covers aspects of remuneration which isreasonable and sufficient to attract retain and motivate directors / employees of thequality required to run the Company successfully. The policy on appointment andremuneration of Directors KMP and Senior Management Personnel ( S MP) as laid down by theNRC of the Board is available at the web-link https://ranegroup.com/rhl_investors/policy-on-appointment-remuneration-of-directors-kmp-smp/. There has been no change in thepolicy during the FY 2020-21. n accordance with the said policy approval obtainedI fromthe shareholders in terms of Regulation 17(6)(e) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI LODR) at the 84th AGM heldon August 14 2020 for payment of remuneration in excess of 5% of net profits of theCompany to Mr. L Ganesh Chairman and Managing Director and Mr. Harish LakshmanVice-Chairman and Joint-Managing Director. In addition approval was also obtained from theshareholders in terms of Regulation 17(6)(ca) of SEBI LODR at the 84th AGM heldon August 14 2020 for payment of remuneration Mr. L Lakshman Chairman Emeritus anamount exceeding 50% of total annual remuneration payable to other Non-Executive Directorfor the FY 2020-21.

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.

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 Act and Regulation 18 of SEBI LODR and other applicable provisionsof SEBI LODR as amended from time to time.

3.2. Statutory Auditor

M/s B S R & Co. LLP (BSR) were appointed in their first term as Statutory Auditorsat the 84th AGM held on August 14 2020 for a period of five years i.e. untilthe conclusion of the 89th AGM (2025). BSR has confirmed that they do notsuffer from any disqualification under Section 141 of the Companies Act 2013 and therules made thereunder. BSR have also submitted the peer review certificate issued to themby The Institute of Chartered Accountants of India. BSR has not reported any matter underSection 143(12) of the Companies Act 2013 requiring disclosure under Section 134(3)(ca)of the Companies Act 2013.

The Statutory Auditors report to the members for the year ended March 31 2021 does notcontain any qualification reservation adverse remark or disclaimer.

3.3. Cost Audit & Maintenance of cost records

The appointment of Cost Auditor is not applicable to the Company under Companies (CostRecords and Audit) Rules 2014. Further the maintenance of cost records as prescribedunder provisions of Sec 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co. a firm of Company Secretaries in Practice is theSecretarial Auditors of the Company as appointed by the Board of Directors in terms ofSection 204 of the Act. The Secretarial Audit report given in ‘Annexure B' was takenon record by the Board of Directors at its meeting held on May 27 2021. The reportdoes not contain any qualification reservation adverse remark or disclaimer. The AnnualSecretarial Compliance report (hereinafter referred to as ‘compliance report') forFY 2020-21 issued by M/s. S Krishnamurthy & Co. the Secretarial Auditor of theCompany have confirmed compliance with securities law applicable to the Company and thesame has been taken on record by the Board of Directors at their meeting held on May 272021. The compliance report does not contain any qualification reservation adverseremark or disclaimer and the Board has approved filing of the same with the stockexchanges.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies a firm of independent assurance serviceprofessionals were the Internal Auditors the Company during the year under review. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency ensure effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditor findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of the Audit Committee on a regular basis to improve efficiency in operations.Internal Auditor reports directly to the Audit Committee. The Committee while reviewingtheir performance scope functioning periodicity and methodology for conducting theInternal Audit 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 taken on record their certification to theeffect that: a. They have evaluated the internal control and risk management systems andreviewed the risk management systems and the management's process of identification andmitigation of risks and controls; b. There were no significant findings requiringfollow-up there on and there were no matters of suspected fraud or irregularity or afailure of internal control systems of material nature requiring investigation orreporting to the Committee / Board; c. Internal control systems of the Company forfinancial reporting are operating effectively throughout the year; d. There were nodeficiencies in the design or operation of internal controls; e. There were no significantchanges in the internal control over financial reporting during the year under review; f.There were no instances of fraud or involvement therein of management or an employeehaving a significant role in the entity's internal control system over financialreporting; and g. The Company has a proper system for ensuring 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 Act the Directors tothe best of their knowledge and belief based on the information and explanations obtainedby them confirm that: a. in the preparation of the annual accounts the applicableaccounting standards had been followed and there were no material departures; b. they hadselected such accounting policies and applied them consistently and made judgements andestimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the year under review; c. they had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguardingtheassetsoftheCompanypreventing and detecting fraud and otherirregularities; d. they had prepared the financial statements for the financial year on a‘going concern' basis; e. they had laid down internal financial controls to befollowed by the Company and such internal financial controls were adequate and wereoperating effectively; and f. they had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.

5. Corporate Social Responsibility (CSR)

TheRaneGroup'svisionon CorporateSocialResponsibility CS ( R) is: ‘To be a sociallyand environmentally responsible corporate citizen'. The CSR activities of Rane Group focuson four specific areas of (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. The CSR Committee monitors andreviews the implementation of CSR activities periodically. During the year CSR activitiesundertaken by the Company are in line with the CSR Policy and recommendations of the CSRCommittee comprising of Mr. LL akshman Committee Chairman Mr. LG anesh

Chairman & Managing Director and Dr. (Ms.) Sheela Bhide Independent Director asits members. During the year the Company has contributed a sum of Rs 1.10 Crores onvarious CSR activities as per the CSR policy and recommendations of the CSR Committee. The‘Annexure C' to this report contains the annual report on CSR activities of theCompany for FY 2020-21. The CSR policy of the Company amended in line withCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 is posted on thewebsite and is available at the web-link:http://ranegroup.com/rhl_investors/corporate-social-responsibility-policy/.

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

The Company is conscious of the imperative to protect the environment and the naturalresources for achieving sustainable economic growth and have started several initiativesin this regard such as conservation of energy and water and eco-friendly waste managementsystem. In view of the nature of activities of the Company disclosure relating totechnology absorption is not applicable to the Company. The disclosure of foreign exchangeearnings and outgo in terms of provisions of Section 134(3)(m) read with Rule 8 of theCompanies (Accounts) Rules 2014 are given hereunder:

Foreign Exchange earnings and outgo

(` in Crores)

Foreign Exchange 2020-21 2019-20
Earnings 2.63 5.81
Outgo 6.84 5.09

7. 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. The Company has not entered into anytransaction of material nature with any of the promoters directors management orrelatives or subsidiaries etc. except for those disclosed in AOC-2 in ‘Annexure D'of this annual report. There are no materially significant related party transactions 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. Prioromni bus approval ofthe Audit Committee is obtained for the transactions which are entered in the ordinarycourse of business. The transactions entered into pursuant to the omnibus approval sogranted are reviewed by the Audit Committee on a quarterly basis. The Company has put inplace a proper system for identification and monitoring of such transactions. Save asdisclosed in this report none of the Directors or Key Managerial Personnel has anypecuniary relationships or transactions with the Company. The policy on RPT as approved bythe Board is uploaded on the Company's website at the weblink:http://ranegroup.com/rhl_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 of remuneration /sitting fee as applicable) where they have personal interest which may have potentialconflict with interest of the Company at large.

8. Corporate Governance Report

Your Company is committed to maintaining the highest standards of corporate governancein spirit and also a leader in complying with the regulatory norms under the SEBIregulations and other laws and regulations applicable to the Company. The CorporateGovernance Report and the certificate issued by the Statutory Auditors are available in‘Annexure E' to this report.

9. Business responsibility reporting

The Business Responsibility Report as applicable to the Company in terms of Regulation34(2) of SEBI LODR for FY 2020-21 is provided in ‘Annexure F' to this report.

The Company practices various business responsibility initiatives as per the BusinessResponsibility framework of the Rane Group. This framework is developed and steered atRane group under the able leadership and guidance of Mr. L Ganesh Chairman who is alsoresponsible for the implementation of the Business Responsibility initiatives.

10. Particulars of Directors KMP 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 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. Inaccordance with 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 31 2021. The Board has constituted a RiskManagement Committee effective from June 01 2021 and has also framed a Risk ManagementCommittee Charter. The details of composition are provided in ‘A nnexure E' to thisreport.

12. Other disclosures a. The details of loan guarantees and investments under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements. b. The Internal control systems and adequacy are discussed in detailin the Management Discussion and Analysis annexed to the Annual Report. c. There was nosignificant material order passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations. d. The policies approvedand adopted by the Board have been made available on the Corporate Governance section ofthe Investor page on the website of the Company www.ranegroup.com. e. The copy of theAnnual Return is available on the website of the Company at www.ranegroup.com. f. TheCompany has complied with the applicable Secretarial Standards viz. SS-1 on meetings ofBoard of Directors and SS-2 on General Meetings issued by Institute of Company Secretariesof India ( ICSI ) as per section 118(10) of the Act. g. The details regarding shares anddividend transferred / proposed to be transferred to the nvestorI Education and ProtectionFund (IEPF) and other relevant details in this regard have been provided in the CorporateGovernance section of this Annual Report. h. The Company does not accept any depositsfalling under the provisions of section 73 of the Act 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 provides adequate safeguard against victimisation and has provideddirect access to the Chairman of the Audit Committee for the employees and state theircomplaints / grievances. j. The Company has always provided a congenial atmosphere forwork that is free from discrimination and harassment and has provided equal opportunitiesof employment to all irrespective of their caste religion colour marital status andgender. The Company believes that women should be able to do their work in a safe andrespectful environmentthatencouragesmaximumproductivity.

The Company has a zero tolerance towards sexual harassment. The Company has adopted apolicy on prevention of sexual harassment of women at work place and put in place properdissemination mechanism across the Company. The Company has carried out awarenessprogrammes / sessions on the mechanism established under this policy across its variouslocations. The Company has complied with the provisions relating to the constitution ofnternalI Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH) comprising of Presiding Officersand members with an appropriate mix of employees and external subject matter experts.During the period the details of complaints received / resolved or pending are as under:No. of complaints received during the financial year – Nil No. of complaints disposedduring the financial year – Nil

No. of complaints pending as of end of the financial year – Nil k. The Company hasnot printed physical copies of the Annual Report for distribution in view of theexemptions available vide General circular 02/2021 dated January 13 2021 issued by theMinistry of Corporate Affairs ("MCA") read with circular no.SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15 2021 issued by Securities Exchange Boardof India ("SEBI"). The full Annual Report will be made available on the websiteof the Company and will also be disseminated to the stock exchanges where shares of theCompany are listed. The electronic copies of the annual report and the notice conveningthe 85th AGM would be sent to all the members whose e-mail addresses wereregistered with the Company or their respective Depository Participants (DP). l. AnnualGeneral Meeting

In view of the COVID-19 pandemic and in the interest of all stakeholders the 85thAGM would be conducted through video conferencing or other audio visual means on August06 2021 at 15:00 hrs ( IST ) as per the framework notified by the Ministry of CorporateAffairs. The notice convening the 85th AGM contains detailed instructions andnotes in this regard.

Acknowledgement

We thank our Investors Customers Vendors Bankers Regulatory and Governmentauthorities Reserve Bank of India Stock Exchanges and Business Associates for theirassistance support and cooperation extended. We place on record our appreciation for thecommitted services of all our employees.

For and on behalf of the Board

Harish Lakshman Ganesh Lakshminarayan
Chennai Vice-Chairman Chairman
May 27 2021 DIN: 00012602 DIN: 00012583

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