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Rane (Madras) Ltd.

BSE: 532661 Sector: Auto
NSE: RML ISIN Code: INE050H01012
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VOLUME 127
52-Week high 325.25
52-Week low 130.00
P/E
Mkt Cap.(Rs cr) 353
Buy Price 254.90
Buy Qty 2.00
Sell Price 256.90
Sell Qty 2.00
OPEN 257.50
CLOSE 259.85
VOLUME 127
52-Week high 325.25
52-Week low 130.00
P/E
Mkt Cap.(Rs cr) 353
Buy Price 254.90
Buy Qty 2.00
Sell Price 256.90
Sell Qty 2.00

Rane (Madras) Ltd. (RML) - Director Report

Company director report

Your Board of Directors hereby present to you the Sixteenth AnnualReport covering the operational and financial performance together with the accounts forthe year ended March 312020 and other prescribed particulars:

1. State of Company's affairs

The impact of COVID-19 will be felt in the Financial Year 2020-21 as itis expected to further drag the slowness in the auto industry and the revival is bound tobe slow. The Company has partially resumed operations in its facilities with minimumworkforce as per the guidelines issued by the Ministry of Health and Family Welfare.

The Company has taken steps to build in all the safety andprecautionary measures across all its facilities and locations. The Company as part of theauto industry is confident of meeting the challenges post the lockdown in ensuring thesupply chain is revived and supply is started.

As a responsible corporate citizen the Company has contributed a sumof Rs0.20 crores as part of its Corporate Social Responsibility initiatives to ChiefMinister's Relief Fund Tamil Nadu and Telangana in support of COVID-19 pandemic reliefmeasures.

1.1. Financial Performance

The standalone financial highlights for the year under review are asfollows:

particulars 2019-20 2018-19
Revenue from Operations 1100.52 1370.25
Other Income 18.71 10.57
profit / loss before Depreciation Finance Costs Exceptional items and Tax expense 98.50 151.74
Less: Depreciation / Amortisation 52.42 53.03
profit / loss before Finance Costs exceptional items and Tax expense 46.08 98.71
Less: Finance Costs 31.95 28.35
profit / loss before exceptional items and Tax expense 14.13 70.36
Add / (less): exceptional items (37.58) -
profit / (loss) before Tax expense (23.45) 70.36
Less: Tax expense (Current & Deferred) 0.98 23.12
profit / (loss) for the year (1) (24.43) 47.24
Total Comprehensive Income / loss (2) (4.41) (1.14)
Total (1+2) (28.84) 46.10
Balance of profit / loss for earlier years 44.60 46.51
Less: Transfer to Reserves 25.83 32.36
Less: Dividend paid on equity Shares 5.39 13.49
Less: Dividend Distribution Tax 1.11 2.77
Balance carried forward (13.78) 44.60

The Key performance Indicators operational performance and summary onbalance sheet are furnished in page no 1 of this annual report.

The total standalone turnover of the Company was Rs1100.52 croreswhich is a decline of 20% over the previous year. The revenue from Steering and LinkageDivision (SLD) products was Rs930.44 crores a decline of 19 % over the previousyear. The revenue from Light Metal Castings India (LMCI) (formerly known as Die CastingDivision (DCD)) products was Rs79.79 crores which is 34% decline over previous year. Theauto parts division of the Company registered a turnover of Rs45.36 crores as againstturnover of Rs52.29 crores recorded during previous year. The Company has netted a profitAfter Tax (pAT) of Rs(24.43) crores which is (2)% of the turnover. This resulted in anearnings per Share (EpS) of Rs(20.37) for FY 2019-20 as against Rs40.38 in the previousyear.

The Company continues to be a Subsidiary of Rane Holdings Limited (RHL/ Holding Company). There was no material change or commitments affecting the financialposition of the Company between the end of the financial year of the Company and date ofthe report other than those disclosed in the financial statements section of this annualreport. There was no change in the nature of business during the year.

1.2. Appropriation

The Company has carried forward a loss of Rs13.78 crores aftertransferring Rs25.83 crores to the General Reserves. The Board of Directors taking intoconsideration the operational performance financial position of the Company anduncertainties faced by the automotive sector and the Indian economy as a whole hasdecided 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 financialobligations in a timely manner has been reaffirmed by CRISIL by its ratings during theyear under review. Credit rating details have been disclosed to stock exchanges and madeavailable in the website of the Company in a timely manner. The Corporate Governancesection of this annual report carries the details of credit rating.

1.4. Share Capital

During the year under review the share capital of the Company stood atRs125538910 as compared to Rs119731710 in the previous year. This increase was dueto the allotment of 580720 equity shares of Rs10/- each upon conversion of equivalentwarrants out of the 1742160 warrants issued to Rane Holdings Limited (promoter / HoldingCompany) during the year on preferential basis as discussed in detail in belowparagraphs.

1.4.1. Convertible warrants

The Company was in requirement of financial support to meet currentcapital expenditure plan working capital requirements including that of its overseasoperations through its wholly owned subsidiary / ies and for improving the debt-equitystructure.

After a detailed review of the performance and business plans of theCompany and after careful consideration of various options of fundraising the Board ofdirectors had decided that it would be in the best interest of the Company in thelong-term to increase the capital base of the Company by about Rs50 crores by way ofpreferential issue to the promoter and promoter Group of the company. Rane HoldingsLimited (RHL) being the holding Company and the promoter of the Company had expressedinterest to infuse funds upto Rs50 Crores into the Company by subscribing to equity sharesor convertible securities of the Company.

The preferential issue of convertible warrants was approved by theshareholders at an Extraordinary General Meeting held on December 09 2019 and RHL wasissued and allotted 1742160 warrants at an issue price of Rs287 per warrant entirelyfor cash convertible to equity shares in or more tranches.

On December 18 2019 the Issue and Allotment Committee of the Board(IAC) had allotted 1742160 warrants to RHL convertible into equivalent number of equityshares within a period of 18 months from the date of allotment.

On March 20 2020 RHL infused a further sum of Rs12.50 crores and thusexercised conversion of 580720 warrants into equivalent equity shares of face value ofRs10/- each fully paid-up ranking pari-passu in all respects with the existing equityshares including dividend if any. Thus the shareholding of RHL in the

Company increased by 1.78% to 63.42%. pursuant to the above the equityshare capital of the Company stands at Rs125538910 comprising of 12553891 equityshares of Rs10/- each fully paid-up.

1.5. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of autocomponents for transportation industry viz. steering and suspension systems linkageproducts steering gear products and aluminium alloy based high pressure die-castingproducts. The analysis on the performance of the industry the Company internal controlsystems risk management are presented in the Management Discussion and Analysis reportforming part of this report and provided in 'Annexure A'.

1.6. Subsidiaries Associate and Joint Venture Companies

1.6.1. overseas Subsidiaries

The name of Rane Precision Die Casting Inc. has been changed to RaneLight Metal Castings Inc. America (LMCA). The LMCA is engaged in the business ofmanufacturing high pressure aluminium die casting for automotive applications likesteering and compressor related die casting components. During the FY 19-20 LMCA earnedrevenue of Rs176.55 crores from its operations.

LMCA is a step down subsidiary of the Company held through Rane(Madras) International Holdings B.V. The Netherlands a wholly owned subsidiary of theCompany ('RMIHRs/ 'WOS').

In RMIH during the FY 2019-20 the Company invested upto Euro 12.094million for making onward capital infusions in LMCA and to meet its own administrativeexpenses. The total equity investments in LMCA through RMIH as on March 312020 stands atUSD 21.51 million. Also in order to extend financial support to LMCA and RMIH theCompany had issued corporate guarantees in favour of banks / financial institutions and asat March 31 2020 the corporate guarantees represent a sum of USD 6.41 Million and USD3.08 Million in respect of LMCA and RMIH respectively.

The Company had also earlier extended financial support directly toRMIH by way of loan and as on March 312020 a loan of Rs33.82 crores is outstanding.

All the investments and financial commitments of the Company are withinthe limits prescribed under the Foreign Exchange Management Act 1999 and regulationsframed thereunder for the time being in force.

The highlights of performance of subsidiaries Companies and theircontribution to the overall performance of the Company during the year under

become or ceased to be Company's subsidiary Joint venture or associateCompany during the financial year 2019-20.

1.7. Consolidated Financial Statements

The consolidated financial statements of the Company are prepared basedon the financial statements of the subsidiary Companies viz. Wholly Owned Subsidiary -Rane (Madras) International Holdings B.V The Netherlands a ('RMIHRs/ 'WOS') and StepDown Subsidiary (SDS) - Rane Light Metal Castings Inc. USA.

The Company has followed the methodology prescribed under applicableaccounting standards for consolidation of financial statements of the subsidiary companiesi.e. each line item of income expenditure assets and liabilities have been consolidatedone hundred percent. On consolidation the assets and liabilities of foreign subsidiariesare translated into INR at the rate of exchange prevailing at the reporting date and theirstatements of profit or loss are translated at average of daily exchange rates prevailingduring the year.

The financial statements of the subsidiary Companies are not attachedin terms of the provisions of Section 136 of the Companies Act 2013 as the salientfeatures of financial statements of these subsidiary Companies are provided in Form AOC-1forming part of this annual report. The consolidated financial statements presented by theCompany which forms part of this annual report include financial statements of WOS andSDS. The Company has made available the soft copy of the financial statement of thesubsidiary Companies to members as may be required by them on demand. The annualfinancial statements of the subsidiary companies have been posted on the website of theCompany at www.ranegroup.com and also kept open for inspection by any member.

2. Board of Directors and Management

2.1. Composition

The composition of the Board of Directors and its Committees viz.Audit Committee Nomination and Remuneration Committee StakeholdersRsRelationshipCommittee and Corporate Social Responsibility Committee are in accordance with CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(SEBI LODR) wherever applicable. The Board of Directors have also constituted anExecutive Committee Finance Committee Investment Committee and Issue & AllotmentCommittee. The Corporate Governance Report given in 'Annexure ERsto this reportcontains an overview of the role terms of reference meetings and composition of theBoard of Directors of the Company and its Committees.

There is no change in the composition of Board of Directors withreference to the previous year. The terms and conditions of appointment of IndependentDirectors are available at http://ranegroup.com/rml_investors/terms-of-appointment-of-independent- directors/

All the Directors have affirmed compliance with the Code of Conduct ofthe Company. The Independent Directors have affirmed that they satisfy the criteria laiddown under section 149(6) of the Companies Act 2013 (Act) and Regulation 25 and otherapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR) as amended from time to time. The Board of Directors at itsfirst meeting of the FY 2019-20 has taken on record the declarations and confirmationssubmitted by the Independent Directors. During the year the Board had not appointed anyperson as an Alternate Director for Independent Directors on the Board. The Company hasobtained a certificate from a Company Secretary in Practice that none of the Directors onthe Board of the Company has been debarred or disqualified from being appointed orcontinuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or anysuch statutory authority.

2.2. Retirement by rotation

Mr. Lakshman Lakshminarayan Director (DIN: 00012554) is retiring byrotation at the ensuing 16th Annual General Meeting (AGM) being eligible heoffers himself for re-appointment. The proposal for re-appointment of Mr. L Lakshman as aDirector is included in the notice convening the 16th AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and Committees ofthe Board is circulated to the Directors in advance. During the year five (5) BoardMeetings were 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 qualityquantity and timeliness of flow of information between the management and the Board. TheIndependent Directors expressed that the current flow of information and contents weregood to effectively perform their duties. They also reviewed the performance of theNon-Independent Directors and the Board as a whole and the performance of the Chairman ofthe Company taking into consideration the views of the Non-Executive Directors.

2.5. Board evaluation

During the year the Board carried out an annual evaluation of itsperformance as well as of the working of its Committees and individual Directorsincluding Chairman of the Board. This exercise was carried out through a structuredquestionnaire as per the criteria laid down by Nomination and Remuneration

Committee. The performance evaluation of the Chairman was also reviewedby Independent Directors at the separate meeting of Independent Directors held during theyear.

The evaluation methodology questionnaire and process for evaluation ofthe Board as a whole was judiciously formulated to take detailed insights or views of theDirectors on strategic areas like:

• Scope and adequacy of risk management framework;

• Effectiveness of the succession planning and leadershipdevelopment initiatives;

• Robustness of the internal audit and statutory compliancepractices;

• Information Technology security including cyber securitysystems; and

• Comprehensiveness of the Board agenda materials.

The Chairman's evaluation was carried out with an unbiased approachthrough peer evaluation seeking detailed views on the performance areas like drivingbusiness goals board room interactions making organization future ready contribution interms of active management and connecting with long term strategic values. All theDirectors were also subject to peer evaluation mainly on aspects relating toindependence understanding of the automotive sector and commitment towards corporategovernance and developing a healthy Board.

The outcome of the evaluation is also generally considered by theNomination and Remuneration Committee (NRC) while considering re-appointments of Directorson the Board and appointment in various Committees. The key areas of improvement emergingthrough this exercise was discussed by the Chairman with the other Board members and theaction plans were initiated on matters of strategic and long term importance successionplanning leadership developments and IT initiatives.

2.6. Familiarisation program for IndependentDirectors

The familiarisation program for Independent Directors and details offamiliarization programmes to Independent Directors are available at the web-link :http:// ranegroup.com/ rml_investors/familiarisation-programme-for-independent-directors/.

2.7. Key Managerial Personnel

During the year under review Ms. J Radha resigned as the CFO witheffect from September 30 2019 and the Board of Directors appointed Mr. B Gnanasambandamas CFO with effect from October 212019

Mr. S parthasarathy retired as CEO of the Company with effect fromDecember 31 2019 and the Board of Directors based on the recommendations of Nominationand Remuneration Committee (NRC)

appointed Ms. Gowri Kailasam president Steering and Linkages Division(SLD) as Manager with effect from January 21 2020 pursuant to Section 196 203 andother applicable provisions of the Companies Act 2013. Her appointment as a 'ManagerRsissubject to the approval of the shareholders at the ensuing AGM.

Ms. Gowri Kailasam President - SLD & Manager Mr. BGnanasambandam Chief Financial Officer (CFO) and Ms. S Subha Shree Secretary hold theoffice of Key Managerial Personnel (KMP) respectively within the meaning of Section2(51) of the Companies Act 2013.

2.8. Remuneration policy

The policy contains criteria for determining positive qualificationspositive attributes independence of a Director and also covers aspects of remunerationwhich is reasonable and sufficient to attract retain and motivate Directors / highpotential employees to run the company successfully.

The policy on appointment and remuneration of Directors KMp and SeniorManagement personnel (SMP) as laid down by the NRC of the Board is available at theweb-link https://ranegroup.com/rml_investors/policy-on-appointment-remuneration-of-directors- kmp-smp/.

In accordance with the said policy approval was obtained from theshareholders in terms of Regulation 17(6)(ca) of SEBI LODR at the 15th AGM heldJuly 24 2019 for payment of remuneration to Mr. L Ganesh Chairman an amount exceeding50% of total annual remuneration payable to other Non-Executive Director for the FY endedMarch 31 2019. The details of remuneration paid / payable to the Directors during thefinancial year 2019-20 is furnished in the Corporate Governance Report annexed to thisreport of the Board.

In addition to the approval already obtained from shareholders by wayof a special resolution under Section 197 of the Companies Act 2013 and the Rules madethereunder specific approval of shareholders is sought again pursuant to the provisionsof Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR) for payment of commission to Mr. L Ganesh for FY 2019-20.

3. Audit and allied matters

3.1. Audit Committee

The terms of reference and meetings of the Audit Committee aredisclosed in the Corporate Governance Report section of the Annual Report. The AuditCommittee of the Board acts in accordance with the above terms of reference which is incompliance with the provisions of Section 177 of the Companies Act 2013 (Act) andRegulation 18 of SEBI LODR and other applicable provisions of SEBI LODR as amended fromtime to time.

3.2. Statutory Auditor

M/s. Deloitte Haskins & Sells (DHS) were appointed in their secondterm as Statutory Auditor at the 13th Annual General Meeting (AGM) held onAugust 24 2017 for a period of five years i.e. until the conclusion of the 18thAGM (2022).

For the year under review DHS have confirmed that they do not sufferfrom any disqualification under Section 141 of the Companies Act 2013 and the rules madethereunder. DHS have also submitted the peer review certificate issued to them by TheInstitute of Chartered Accountants of India.

DHS has not reported any instance of fraud under Section 143(12) of theCompanies Act 2013 requiring disclosure under Section 134(3)(ca) of the Companies Act2013. The Statutory Auditor report to the members for the year ended March 312020 doesnot contain any qualification reservation adverse remark or disclaimer.

DHS are also the Statutory Auditors of the holding company viz. RaneHoldings Limited (RHL) and are completing the statutorily prescribed period of ten yearsin two consecutive terms at the 84th AGM 2020 of RHL. In order to enable thestatutory auditors of the holding company to effectively perform the audit proceduresenvisaged under the SEBI LODR regulations with respect to audit of the component entitiesviz. subsidiaries and associates it is considered desirable to have common statutoryauditors both for RHL and the Company being subsidiary of RHL to rationalise the costand efforts.

Accordingly DHS have expressed their intention to resign as StatutoryAuditors of the Company effective from the conclusion of this ensuing 16thAnnual General Meeting of the Company. The Audit Committee and Board of Directors of theCompany at their respective meetings held on June 18 2020 have taken note of thisintention of DHS.

The Audit Committee and Board of Directors after a detailed review ofthe profile experience and expertise of few audit firms / entities have recommended theappointment of M/s BSR & Co. LLP as Statutory Auditors of the Company for approvalof the members at the ensuing 16th Annual General Meeting of the Company(2020). Necessary resolution relating to their appointment is contained in the noticeconvening 16th Annual General Meeting.

3.3. Cost Audit & Maintenance of Cost records

The appointment of Cost Auditor is not applicable to the Company underCompanies (Cost Records and Audit) Rules 2014. Further the Company does not manufactureany specified products which necessitate the maintenance of cost records as prescribedunder Section 148(1) of the Act.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co. a firm of Company Secretaries inpractice have been appointed by the

Board of Directors in terms of Section 204 of the Companies Act 2013as Secretarial Auditors of the Company for the FY 2019-20. The Secretarial Audit reportgiven in 'Annexure BRswas taken on record by the Board of Directors at its meetingheld on June 18 2020. The report does not contain any qualification reservation adverseremark or disclaimer.

The Annual Secretarial Compliance Report (hereinafter referred to as'compliance report') for FY 2019-20 issued by M/s. S Krishnamurthy & Co. confirmscompliance with securities laws applicable to the Company and the same has been taken onrecord by the Board of Directors at their meeting held on June 18 2020. The compliancereport does not contain any qualification reservation adverse remark or disclaimer andthe Board has approved filing of the same with the stock exchanges.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Services a firm of independentassurance service professionals continues to be the Internal Auditor of the Company.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes reviewof 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 and the Audit 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. are adequate and commensurate to the scope functioningperiodicity and methodology for conducting the internal audit.

For FY 2019-20 the Audit Committee has inter- alia taken on recordtheir certification to the effect that:

a. They have evaluated the internal control systems and risk managementsystems and reviewed the risk management systems and the management's process ofidentification and mitigation of risks and controls;

b. There were no significant findings requiring follow-up there on andthere were no matters of suspected fraud or irregularity or a failure of internal controlsystems of material nature requiring investigation or reporting to the Audit Committee /Board;

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

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

e. There were no significant changes in the internal control overfinancial reporting during the year under review;

f. There were no instances of fraud or involvement therein ofmanagement or an employee having a significant role in the entity's internal controlsystem over financial reporting; 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 CompaniesAct 2013 the Directors to the best of their knowledge and belief based on theinformation and explanations obtained by them confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departures;

b) they had selected such accounting policies and applied themconsistently and made judgements and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company preventing and detecting fraud and other irregularities;

d) they had prepared the financial statements for the financial year ona 'going concernRsbasis;

e) they had laid down internal financial controls to be followed by theCompany and such internal financial controls were adequate and were operating effectively;and

f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

5. Related Party Transactions

All Related Party Transactions (RPT) that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.The Company has not entered into any transaction of material nature with any of thepromoters directors management or relatives or subsidiaries etc. except for thosedisclosed in 'Annexure G'of this report. There are no materially significantrelated party transactions entered into by the Company with Related Parties which may havepotential conflict with the interest of the Company at large.

All RPTs are placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are enteredinto in the ordinary course of business and are repetitive in nature. The transactionsentered into pursuant to the omnibus approval so granted are reviewed by the AuditCommittee on a quarterly basis.

The Company has put in place a proper system for identification andmonitoring of such transactions. Save as disclosed in this report none of the Directors orKey Managerial Personnel has any pecuniary relationships or transactions with the Company.The policy on Related Party Transactions as approved is available at the web- link athttp://ranegroup.com/rml_investors/ policy-on-related-party-transactions/.

None of the Directors or Key Managerial Personnel or Senior ManagementPersonnel has any material financial and commercial transactions (except in respect oftheir remuneration) which may have potential conflict with interest of the Company atlarge.

6. Corporate Social Responsibility (CSR)

The Rane Group's vision on Corporate Social Responsibility (CSR) is:"To be socially and environmentally responsible corporate citizen”. The CSRactivities of Rane 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 CSRprojects and activities to the Board in line with the CSR policy. The CSR committeemonitors and reviews the implementation of CSR activities periodically.

The CSR activities undertaken by the Company are in line with the CSRPolicy and recommendations of the CSR Committee comprising Mr. L Lakshman CommitteeChairman Mr. L Ganesh Chairman of the Board and Ms. Anita Ramachandran IndependentDirector as its members.

During the year the Company has contributed a sum of Rs104.29lakhs on various CSR activities as per the CSR policy and recommendations of the CSRCommittee. The 'Annexure C to this report contains the annual report on CSRactivities of the Company for FY 2019-20. The CSR policy of the Company is posted on ourwebsite at the web-link http:// ranegroup.com/ rml_investors/corporate-social-responsibility-policy/.

7. Energy conservation technology absorption and foreign exchangeearnings and outgo

The 'Annexure DRsto this report contains the information onconservation of energy technology absorption and foreign exchange earnings and outgo asrequired under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.

8. Particulars of Directors Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 inrespect of Directors KMp and employees of the Company are provided as Annexure tothis report

9. Corporate Governance Report

Your Company is committed to maintaining the highest standards ofcorporate governance and effective compliance with the regulatory norms under the SEBIregulations and other laws and regulations applicable to the Company. The CorporateGovernance report and the certificate by the Statutory Auditors be annexed as 'AnnexureERsto this report.

10. Business Responsibility Report

The Business Responsibility Report as applicable to the Company interms of Regulation 34(2) of SEBI LODR for the FY 2019-20 is provided in 'Annexure H 'tothis report. 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.

11. Risk Management

The Company has laid down well-structured procedures for monitoring theRisk Management plan and implementing risk mitigation measures and it has been elaboratelydiscussed under the Management Discussion and Analysis Report which forms part of theannual report.

12. other disclosures

a) The details of loan guarantees and investments under the provisionsof Section 186 of the Companies Act 2013 are given in the notes to the FinancialStatements.

b) The Internal control systems and its adequacy are discussed indetail in the Management Discussion and Analysis annexed to the Directors Report.

c) There was no significant / material order passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

d) The policies approved and adopted by the Board have been madeavailable on the Corporate Governance section of the Investor page on the website of theCompany viz. www.ranegroup.com.

e) The extract of the Annual Return under Section 92(3) of theCompanies Act 2013 in form MGT-9 is available in 'Annexure F to this report.

f) The Company has complied with the applicable secretarial standardsviz. SS-1 on meetings of

Board of Directors and SS-2 on General Meetings issued by Institute ofCompany Secretaries of India (ICSI) as per Section 118(10) of the Companies Act 2013.

g) The details regarding shares and dividend transferred / proposed tobe transferred to the Investor Education and protection Fund (IEpF) and other relevantdetails in this regard have been provided in the corporate governance section of thisannual report.

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

i) The Company has established a formal vigil mechanism named 'RaneWhistle Blower PolicyRsfor reporting improper or unethical practices or actions which areviolative of the code of conduct of the Company.

The policy which is also available on the intranet portal of theCompany provides adequate safeguard against victimisation and has provided direct accessto the Chairman of the Audit Committee for by the employees and state their complaints /grievances.

j) The Company has always provided a congenial atmosphere for work thatis free from discrimination or harassment and has provided equal opportunities ofemployment to all irrespective of their caste religion colour marital status and sex.The Company believes that women should be able to do their work in a safe and respectfulenvironment that encourages maximum productivity. The Company has a zero tolerance towardssexual harassment. The Company has adopted a policy on prevention of sexual harassment ofwomen at work place and put in place proper dissemination mechanism across the Company.The Company has carried out awareness programmes / sessions on the mechanism establishedunder this policy across its various locations. The Company has complied with theprovisions relating to the constitution of Internal Complaints Committee (ICC) under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(pOSH) comprising of presiding Officers and members with an appropriate mix of employeesand external subject matter experts. During the period the details of complaints received/ resolved or pending are as under:

No. of complaints received during the the FY- 1 No. of complaintsdisposed during the FY- 1 No. of complaints pending as of end of the FY- Nil

k) The electronic copies of the annual report and the notice conveningthe 16th AGM would be sent to the members whose e-mail addresses are

registered with the Company or their respective Depository Participants(DP). In terms of General Circulars no. 14/2020 dated April 08 2020 17/2020 dated April13 2020 and 20/2020.dated May 05 2020 issued by the Ministry of Corporate Affairs (MCA)read with SEBI circular no. .SEBI/HO/ CFD/CMD1/CIR/p/2020/84 dated May 12 2020 theCompany has not printed physical copies of the annual report for distribution. The fullAnnual Report shall be made available on the website of the Company and shall also bedisseminated to the stock exchanges where shares of the Company are listed.

l) Annual General Meeting

In view of the government advisories issued on travel / publicgatherings in combating the COVID-19 pandemic and as a measure of public safety tosupport the health and well-being of all stakeholders the 16th AGM would beconducted through video conferencing or other audio visual means on August 07 2020 at15:00 hrs (IST) as per the framework notified by the Ministry of Corporate Affairs. Thenotice convening the 16th AGM contains detailed instructions and notes in thisregard.

Acknowledgement

We thank our customers investors suppliers vendors bankersgovernment and regulatory authorities and other business associates for their continuedsupport in successful performance of the Company. We place on record our appreciation forthe committed services of all our employees.

For and on behalf of the Board

Harish Ganesh
Lakshman Lakshminarayan
Chennai Vice-Chairman Chairman
June 18 2020 DIN:00012602 DIN:00012583

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