Directors Report of Rane Holdings Ltd.

Mar 31, 2025

Your Board of Directors hereby present to you the
Eighty-Ninth Annual Report covering the operational
and financial performance together with the accounts
for the year ended March 31, 2025 and other
prescribed particulars.

1. State of Company''s affairs

The financial year 2024-25 had a pick-up
in business balancing the challenges and
opportunities across the Indian and global
economies.

During the year,Rane Holdings Limited completed
the acquisition of the entire shareholding in Rane
NSK Steering Systems Private Limited, earlier a
joint venture company with NSK Limited, Japan.

The Company continued its focus on enhancing
efficiency and cost competitiveness. The
successful Amalgamation of Rane Engine Valve
Limited and Rane Brake Lining Limited into
Rane (Madras) Limited laid the foundation for
long-term value creation. Rane and ZF Group
continued to further strengthen their partnership
by expanding the product portfolio within their
joint venture.

1.1. Financial Performance

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

Particulars	2024-25	2023-24
Revenue from Operations	140.76	146.86
Other Income	2.90	3.61
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	86.80	98.79
Less: Depreciation / Amortisation	5.82	5.08
Profit / loss before Finance Costs, Exceptional items and Tax Expense	80.98	93.71
Less: Finance Costs	1.68	4.67
Profit / loss before Exceptional items and Tax Expense	79.30	89.04
Add / (less): Exceptional items	-	(2.96)
Profit / (loss) before Tax Expense	79.30	86.08
Less: Tax Expense (Current & Deferred)	11.19	13.02
Profit / (loss) for the year (1)	68.11	73.06
Total Other Comprehensive Income / loss (2)*	0.11	(0.33)
Total (1 2)	68.22	72.73
Balance of profit / loss for earlier years	97.00	128.64
Less: Transfer to Reserves	(25.61)	(80.10)
Less: Dividend paid on Equity Shares	(35.69)	(24.27)
Balance carried forward	103.91	97.00

The Key Performance Indicators, operational
performance and balance sheet summary are
furnished in page no 1 of this annual report and
significant changes in key ratios are discussed
in Management Discussion and Analysis Report
and notes to the financial statements.

The total standalone income of the Company was
''143.66 crores, decrease by 4.5% compared to
the previous year, due to decrease in trademark
fee. The Company netted a Profit After Tax (PAT)
of ''68.11 crores, which is 47.4 % of the turnover
for FY 2024-25 and this has resulted in Earnings
per Share (EPS) of ''47.70/- for FY 2024-25 as
against an EPS of ''51.17/- for previous financial
year.

There was no material change or commitment,
affecting the financial position of the Company
between the end of the financial year and date

of the report other than those disclosed in the
financial statements section of this Annual Report.
There was no change in the nature of business
during the year.

1.2. Appropriation

An amount of ''103.91 crores of the profit is
available for appropriation as at the end of
FY 2024-25. The Board of Directors, taking into
consideration, the operational performance
and financial position of the Company, have
recommended a dividend of 380% (i.e., ''38/- per
share of ''10/- each, fully paid-up) for approval
of shareholders at the ensuing 89^th Annual
General Meeting (AGM) scheduled to be held on
August 12, 2025. The total dividend on
equity shares for FY 2024-25 would be
''54.26 crores.

On declaration of the dividend by the
shareholders, it will be paid on August 22, 2025 to
all the eligible shareholders, whose name appears
in the register of members of the Company as
on July 29, 2025, being the Record Date fixed
for this purpose, subject to deduction of tax at
source where applicable. The dividend for the
FY 2024-25 would be ''38/- per equity share of a
face value of ''10/- each.

Considering the above, no amount is proposed
to be transferred to reserves.

The dividend pay-out is in accordance with
the Company''s Dividend Distribution Policy.
The policy is available under the Corporate
Governance section on the investor''s page on
the website of the company at the web-link:
https://ranegroup.com/investors/rane-holdings-
limited/

1.3. Credit rating

The Company''s financial management and its
ability to service financial obligations in a timely
manner, has been re-affirmed by ICRA Limited for
its credit facilities during the year under review
and this has been disclosed to stock exchanges
and made available on the Company''s website.
The Corporate Governance section of this report
carries the details of credit rating.

1.4. Share Capital

During the year under review, there was no
change in capital structure of the Company and
as at the year ended March 31,2025, the paid-up
capital of the Company stood at ''14,27,78,090/-
consisting of 1,42,77,809 equity shares having
face value of ''10/- each fully paid up.

1.5. Management Discussion & Analysis

The business of your company is to hold strategic
investment in subsidiaries and joint ventures /
associate companies (collectively called ''Rane
Group'') engaged in the manufacturing and
marketing of components for the transportation
industry and also provide services unique to
Rane Group. A detailed analysis of the automotive
industry, group companies'' performance,
internal control systems and risk management
process etc. are presented in the ''Management
Discussion & Analysis'' report forming part of this
report under ''Annexure A''.

1.6. Subsidiaries, Associate and Joint Venture
Companies

Investment profile of your Company is across the
various group companies engaged / serving the
automotive industry, is detailed below:

Sl. No.	Name of investee Company	Products / Services	Shareholding of the
			Company
Subsidiary companies
1	Rane (Madras) Limited (RML)	Steering suspension linkages, Light metal casting products and other articles of aluminium, Engine valves, valve guides and tappets, Brake linings, disc pads, clutch facing and clutch button	63.80%
	Step Down Subsidiaries - Rane (Madras) International Holdings		63.80%
	B.V., The Netherlands - (RMIH) (100% held by RML)	Holds strategic overseas investments Steering	through RML
	- Rane Automotive Components Mexico S de R.L. de C.V. (RACM) (100% held by RML).	and linkage auto components	63.80% through RML
2	Rane Holdings America Inc. USA (RHAI)	Providing business development and other related support services in North American region for Rane group	100.00%
3	Rane Holdings Europe GmbH, Germany (RHEG)	Providing business development and other related support services in European region for Rane group.	100.00%
4	Rane Steering Systems Private Limited (RSSL)2 (formerly known as Rane NSK Steering Systems Private Limited)	Manual steering columns and electric power steering.	100.00%

Sl No Name of investee Company	Products / Services			Shareholding of the Company
Joint Venture / Associate Companies
5 ZF Rane Automotive India Private Limited (ZRAI)	Hydraulic steering gear, Hydraulic Seat belt and Air Bags		pumps,	49.00%
- ZF Rane Occupant Safety Systems Private Limited (ZROS) (Subsidiary of ZRAI) (100% held by ZRAI)	Seat belts, seat webbings, modules, inflators, crash electronic systems	airbags, sensors	airbag safety	49% through ZRAI
- TRW Sun Steering Wheels Pvt Ltd (TSSW) (Subsidiary of ZRAI) (100% held by ZRAI) - ZF Lifetec Rane Automotive India Private Limited (ZLRAI) (Subsidiary of ZRAI)3 (100% held by ZRAI)	Manufacture of Steering Wheels Seat belts, seat webbings, airbags, modules, inflators, crash sensors electronic systems		airbag safety	49% through ZRAI 49% through ZRAI

Notes:

1. Rane Engine Valve Limited and Rane Brake Lining Limited amalgamated with and into Rane (Madras) Limited pursuant to the order of
the Hon''ble National Company Law Tribunal vide order dated March 24, 2025.

2. RSSL became a Wholly Owned Subsidiary of the Company w.e.f September 19, 2024.

3. ZLRAI was incorporated as a Wholly Owned Subsidiary of ZRAI on July 04, 2024.

During the year, the Company acquired the
balance 51% of shareholding from NSK Ltd.,
Japan, held in RSSL. Consequently, RSSL became
the Wholly Owned Subsidiary of the Company
with effect from September 19, 2024.

The Hon''ble National Company Law Tribunal
had vide its order dated March 24, 2025 has
sanctioned the Scheme of Amalgamation of
Rane Engine Valve Limited and Rane Brake Lining
Limited with and into Rane (Madras) Limited. The
Scheme came into effect on April 07, 2025. The
Company was allotted 59,58,439 equity share of
Rane (Madras) Limited on April 23, 2025 pursuant
to the Scheme.

During the period under review, there was
no change in management or control of the
Company in Rane Group Companies, except for
change of shareholding in RSSL and the Scheme
of Amalgamation as discussed above.

The Management Discussion and Analysis section
of the report contains the financial highlights of
performance of subsidiaries, associates and joint
venture companies 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 methodology
specified under applicable accounting standards:

(a) subsidiary companies - each line item of
income, expenditure, assets and liabilities
have been consolidated one hundred
percent. Non-Controlling interests have
been appropriately considered.

(b) j oint venture / associate companies - share
of profits based on the percentage of share
held has been consolidated.

The consolidated financial statements of the
Company are prepared based on the financial
statement of the subsidiary companies and joint
venture / associate companies, for the year ended
March 31, 2025. In case of four subsidiaries
(including step-down subsidiaries), of whom
the financial statements as certified by the
management has been taken into consideration
for the purpose of consolidation.

The salient features of financial statement of
these subsidiary companies are provided in
form 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 soft copy of the annual report
and annual accounts of the subsidiary companies
to any member on request of the same in
accordance with the provisions of Section 136 of
the Act. Further, the annual financial statements
of the subsidiary Companies have been made
available in the 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 Committee, Nomination
and Remuneration Committee, Stakeholders''
Relationship Committee, Corporate Social
Responsibility Committee and Risk Management

Committee are constituted in accordance with
the Act and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(SEBI LODR), wherever applicable. The Board of
Directors have also constituted a ShareTransfer
Committee, Investment Committee, 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 the
Company and its committees.

The following are the details of change in
composition of the Board of Directors and its
committees.

a. Dr.Venkataramani Sumantran(DIN: 02153989)
ceased to be Director on completion of
tenure at the conclusion of 88^th AGM held
on August 02, 2024.

b. Appointment of Mr. Muthiah Murugappan
Murugappan (DIN:00170478) as an
Independent Director has been approved
by the shareholders of the Company at
the 88^th AGM for the first term of five (5)
consecutive years with effect from August
02, 2024.

c. Mr. Pradip Kumar Bishnoi (DIN:00732640),
has been re-appointed for the second term
effective from conclusion of 88^th AGM till
July 01,2026 by the shareholders by way of
special resolution at the 88^th AGM.

d. Mr. Harish Lakshman (DIN:00012602),
Vice-Chairman was re-appointed as
Joint Managing Director for a period of
5 years with effect from August 01, 2024
by shareholders through Postal Ballot on
September 06, 2024.

e. Mr. Ganesh Lakshminarayan (DIN:0012583)
was re-appointed as Chairman and
Managing Director with effect from
April 01, 2025 to March 31, 2029 by
shareholders through Postal Ballot on
March 17, 2025.

There were no other changes in the composition
of the Board of Directors other than those
mentioned above during this year.

The Board of Directors is of the opinion that
the Directors proposed for appointment /

re-appointment at the ensuing 89^th AGM of the
Company possess integrity, necessary expertise,
relevant experience and proficiency and the
Corporate Governance Report annexed to this
report contains necessary disclosures regarding
such Director(s).

The terms and conditions of appointment of
Independent Directors have been disclosed
in the policies section of the website of
the Company and available at the weblink:
https://ranegroup.com/investors/rane-holdings-
limited/

All the Directors have affirmed compliance
with the Code of Conduct of the Company. The
Independent Directors have affirmed that they
satisfy the criteria laid down under section 149(6)
of the Act and Regulation 25 and other applicable
regulations of SEBI LODR, as amended from time
to time. Further, in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have
confirmed that they have registered themselves
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 Directors at its first meeting
of the FY 2024-25 has taken on record the
declarations and confirmations submitted by
the Independent Directors. During the year,
the Board had not appointed 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
stating that none of the Directors on the Board of
the Company has been debarred or disqualified
from being appointed or continuing as Directors
of companies by the SEBI / Ministry of Corporate
Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Ganesh Lakshminarayan (DIN:00012583)
retires by rotation at the ensuing 89^th Annual
General Meeting (AGM) and being eligible, he
offers himself for re-appointment. The proposal
for re-appointment of Mr. Ganesh Lakshminarayan
as a director is included in the notice convening
the 89^th AGM.

2.3. Board and Committee meetings

The schedule of meetings of the Board of Directors
and Committees of the Board is circulated to the
Directors in advance. During the year, six (6) 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
120 days. The details of committee meetings are
provided in the Corporate Governance Report.
For eligible matters, the Board / its committees
may also accord approvals through resolutions
passed by circulation, between two meetings.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held
to assess the quality, quantity, timeliness of flow
of information between the management and
the Board and review the performance of the
Non-Independent Directors. The Independent
Directors expressed that the current flow of
information was timely which enabled them
to superior quality and to effectively perform
their duties and that they are satisfied with the
performance of Non-Independent Directors.

2.5. Board evaluation

The annual evaluation of the performance of the
Board, functioning of its committees, individual
Directors, Managing Director and the Chairman
of the Board was carried out based on the criteria
formulated by the Nomination and Remuneration
Committee (NRC).

To all the directors, a structured questionnaire
was sent seeking feedback and any comments
on various parameters as recommended by the
NRC. As regards evaluation of the functioning
of the Board as a whole, including Committee(s)
thereof, key focus areas for evaluation were on
aspects like Board diversity and skill set to review
strategies, risk management dimensions and
processes, flow of information, adequacy and
timeliness of agenda materials, effectiveness
of presentations and more importantly the
processes of reviewing strategic matters, annual
operating plan, strategic business plan and
guiding the management.

The performance of the Individual Directors,
including Independent Directors were evaluated
through peer evaluation. The performance of
Chairman was also evaluated on countenances
such as ensuring top-level policy framework,
creating an open environment for exchange of
views besides ensuring effective mechanism for
implementing board action points.

In forming the evaluation criteria of Directors,
attributes such as commitment, competency
and sectoral knowledge, contributions to Board
discussions and decisions and staying up to date
on recent trends, being aware of macrolevel
developments and networking skills were
considered.

The feedback outcomes including comments /
suggestions, along with action plans, if any, on
matters requiring attention of the board were
discussed by the Chairman.

The evaluation framework includes mechanism to
share evaluation feedback on individual directors

to the NRC, wherever required.

The performance review of Non-Independent
Directors were carried out by the Independent
Directors in their separate meeting held during
the year.

2.6. Familiarisation program for Independent
Directors

The details of familiarisation programmes for
Independent Directors have been disclosed
under the Corporate Governance Section on the
Investor''s page on the website of the company at
the web-link: https://ranegroup.com/investors/
rane-holdings-limited/

2.7. Key Managerial Personnel (KMP) & Senior
Management Personnel (SMP)

During the year Mr. J Ananth, Senior Vice
President - Finance was appointed as Chief
Financial Officer (CFO) of the Company
with effect from July 01, 2024 in the place of
Mr. M A P Sridhar Kumar - Executive Vice President
- Finance, on account of transfer of services within
Rane group.

As at year end March 31, 2025, Mr. L Ganesh,
Chairman & Managing Director, Mr. Harish
Lakshman, Vice-Chairman & Joint Managing
Director, Mr. Siva Chandrasekaran, Secretary
and Mr. J Ananth, Chief Financial Officer hold
the office of Key Managerial Personnel (KMP),
respectively, within the meaning of Section 2(51)
of the Act.

The Senior Management Personnel (SMPs) other
than KMPs, as at the year ended March 31,2025
are Dr. P A Padmanabhan (President - Finance and
Group - CFO) Mr. Rajesh Raghavan (President -
Corporate), Mr. S Varadharajan, Senior Executive
Vice President - Information Systems and
Mr. V Ramasubramanian (Vice President - Human
Resource).

During the year under review, there were no
changes in the SMPs, other than in the office of
CFO discussed above.

2.8. Remuneration policy

The policy contains criteria for determining
qualifications, positive attributes and
independence of a director and also covers
aspects of remuneration which is reasonable and
sufficient to attract, retain and motivate directors
/ employees of the quality required to run the
Company successfully.

The policy on appointment and remuneration
of directors, KMP and SMP as laid down by the
NRC of the Board has been disclosed under the
Corporate Governance Section on the Investor''s
Page on the website of the company at the
web-link: https://ranegroup.com/investors/rane-
holdings-limited/ There has been no change in
the policy during the FY 2024-25.

In accordance with the said policy, approval
obtained from the shareholders in terms of
Regulation 17(6)(e) of the SEBI LODR vide postal
ballot dated March 17, 2025, for payment of
remuneration in excess of 5% of net profits of
the Company to Mr. L Ganesh, Chairman and
Managing Director and Mr. Harish Lakshman,
Vice-Chairman and Joint-Managing Director.

The details of remuneration paid / payable to the
Directors for the FY 2024-25 is furnished in the
Corporate Governance Report annexed to this
report of the Board.

3. Audit and allied matters

3.1. Audit Committee

The composition, terms of reference and
meetings of the Audit Committee are disclosed in
the Corporate Governance Report section of the
Annual Report. The Audit Committee of the Board
acts in accordance with the terms of reference,
which is in compliance with the provisions of
Section 177 of the Act and Regulation 18 and
other applicable provisions of SEBI LODR, as
amended from time to time.

3.2. Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants (BSR)
(Firm registration Number:101248W/W-100022)
hold the office of Statutory Auditors of the
Company, in terms of Section 139 of the Act
read with applicable rules thereunder and as
per the members approval accorded at the
84^th Annual General Meeting for a first term of
five consecutive years i.e., from the conclusion
of the 84^th AGM (2020) till the conclusion of
89^th AGM (2025).

The Audit Committee and the Board of Directors
of the Company have at their meeting held on
May 30, 2025 recommended the re-appointment
of BSR as Statutory Auditors of the Company
for a second term of five consecutive years, for
approval of the members at the ensuing AGM
of the Company. The notice convening the AGM
contains necessary resolution relating to their
re-appointment. BSR holds a valid peer review
certificate issued by the Institute of Chartered
Accountants of India.

The Statutory Auditors report to the members for
the year ended March 31,2025 does not contain
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 (Cost Records
and Audit) Rules, 2014. Further, the maintenance
of cost records as prescribed under provisions
of Sec 148(1) of the Companies Act, 2013 is not
applicable for the business activities carried out
by the Company.

3.4. Secretarial Auditor

M/s. Sriram Krishnamurthy & Co., a firm of
Company Secretaries in practice, have been
appointed by the Board of Directors as Secretarial
Auditors for the FY 2024-25. The Secretarial Audit
report pursuant to Section 204 of the Companies
Act, 2013 is annexed in ''Annexure B'' and was
taken on record by the Board of Directors at its
meeting held on May 30, 2025. The report does
not contain any qualification, reservation, adverse
remark or disclaimer.

The Securities and Exchange Board of India (SEBI)
has amended Regulation 24A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
whereby Shareholders, on the recommendation
of Board of Directors, may appoint or re-appoint
a Secretarial Audit firm as Secretarial Auditors
for not more than two terms of five consecutive
years, in the Annual General Meeting.

Accordingly, the Board of Directors recommends
to the Shareholders, the appointment of
M/s. B. Chandra & Associates., Practising
Company Secretaries, Chennai as Secretarial
Auditors, for a term of five consecutive years, from
the financial year 2025-26 till the financial year
2029-30. The Company has received consent
and eligibility certificate from M/s. B. Chandra
& Associates., to serve as Secretarial Auditors of
the Company, if they are appointed and that they
hold a valid Peer Review Certificate issued by the
Institute of Company Secretaries of India.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies,
a firm of independent assurance service
professionals, continues to be the Internal
Auditors of the Company.

Their scope of engagement includes review
of processes for safeguarding the assets of
the Company, review of operational efficiency,
ensure effectiveness of systems and processes,

and assessing the internal control strengths in
all areas including financial reporting. Internal
Auditor findings are discussed with the process
owners and suitable corrective actions are taken
as per the directions of the Audit Committee on a
regular basis to improve efficiency in operations.
The Internal Auditors report directly to the Audit
Committee. This committee while reviewing their
performance scope, functioning, periodicity and
methodology for conducting the Internal Audit,
has taken into consideration their confirmation
to the effect that their infrastructure, viz., Internal
Audit structure, staffing and seniority of the
officials proposed to be deployed etc. which
are adequate and commensurate to the scope,
functioning, periodicity and methodology for
conducting the internal audit.

4. Directors'' Responsibility Statement

I n terms of Section 134(3)(c) read with section
134(5) of the Act, the Directors, to the best of their
knowledge and belief based on the information
and explanations obtained by them, confirm that:

a. I n the preparation of the annual accounts,
the applicable accounting standards had
been followed and there were no material
departures;

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

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

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 be followed by the Company and such
internal financial controls were adequate
and were operating effectively; and

f. they had devised proper systems to
ensure compliance with the provisions of
all applicable 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 basis and were in
the ordinary course of business. The Company
has not entered into any transaction of material
nature with any of the promoters, directors,
key management personnel or relatives or
subsidiaries etc., except for those disclosed
in AOC-2 (Refer ''Annexure C'') of this annual
report. There are no materially significant RPT
made by the Company with related parties which
require approval of the shareholders / which
have potential conflict with the interest of the
Company at large.

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

All RPTs are approved by the Independent
Directors who are members of the Audit
Committee.

The Company has put in place a proper system
for identification and monitoring of such
transactions. Save as disclosed in this report none
of the Directors or Key Managerial Personnel has
any pecuniary relationships or transactions with
the Company. The policy on RPT as approved
by the Board has been disclosed in the policies
section of the website of the Company and is
available at the web link: https://ranegroup.com/
investors/rane-holdings-limited/.

None of the Directors or Key Managerial
Personnel or Senior Management Personnel has
any material financial and commercial transactions
(except payment of remuneration / sitting fee, as
applicable), where they have personal interest,
which may have potential conflict with interest of
the Company at large.

6. Corporate Social Responsibility (CSR)

The Rane Group''s vision on Corporate Social
Responsibility (CSR) is: ''to be a socially and
environmentally responsible corporate citizen''.

The CSR activities of Rane Group focus on 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 and activities
to the Board in line with the CSR policy. The
CSR Committee monitors and reviews the
implementation of CSR activities periodically.

The CSR activities undertaken by the
Company are in line with the CSR Policy and
recommendations of the CSR Committee
comprising of Mr. L Ganesh, Committee Chairman
& Managing Director, Mr. Harish Lakshman,
Vice Chairman & Joint Managing Director and
Dr. Ms. Brinda Jagirdar, Independent Director,
as its members.

During the year the Company was required to
make a CSR contribution of ''77.09 lakhs towards
CSR activities for the year. The ''Annexure D'' to
this report contains the annual report on CSR
activities of the Company for FY 2024-25. The
CSR policy of the Company has been disclosed
under the Corporate Governance Section on the
Investor''s page on the website of the company at
the web-link: https://ranegroup.com/investors/
rane-holdings-limited/.

Further, in terms of the CSR Rules, the CFO
has certified to CSR Committee that the funds
disbursed for CSR have been used, for the
purpose and in the manner approved by the
Board for FY 2024-2025.

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

The Company is conscious of the imperative
to protect the environment and the natural
resources for achieving sustainable economic
growth and have started several initiatives in this
regard such as conservation of energy and water
and eco-friendly waste management system. In
view of the nature of activities of the Company,
disclosure relating to technology absorption is
not applicable to the Company.

The disclosure of foreign exchange earnings
and outgo, in terms of provisions of
Section 134(3)(m) read with Rule 8 of the
Companies (Accounts) Rules, 2014 are given
hereunder:

Foreign Exchange earnings and outgo

Foreign Exchange	2024-25	2023-24
Earnings	1.01	5.19
Outgo	72.84	10.73

8. Corporate Governance Report

Your Company is committed to maintaining the
highest standards of corporate governance in
spirit and also a leader in complying with the
regulatory norms under the SEBI regulations
and other laws and regulations applicable to the

Company. The Corporate Governance Report and
the certificate issued by the Statutory Auditors
are available in ''Annexure E'' to this report.

9. Business Responsibility and Sustainability
Reporting

The Business Responsibility and Sustainability
Report as applicable to the Company in
terms of Regulation 34(2) of SEBI LODR for
FY 2024-25 is provided in ''Annexure F'' to this
report. The Company practices various business
responsibility initiatives as per the Business
Responsibility framework of the Rane Group. This
framework is developed and steered at Rane
group under the able leadership and guidance
of Mr. L Ganesh, Chairman & Managing Director
who is also responsible for the implementation of
the Business Responsibility initiatives.

10. Particulars of Directors, KMP and employees

The details in terms of Section 197(12) read with
Rule 5 of the Companies (Appointment and
remuneration of Managerial Personnel) Rules,
2014 are available in ''Annexure G'' to this report.

Pursuant to Section 136(1) of the Act the report
of the Board of Directors is being sent to the
shareholders of the Company excluding the
statement prescribed under Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The statement
is available for inspection by the shareholders at
the Registered Office of the Company during
business hours.

11. Risk Management

The Risk Management Committee of the Board
periodically reviews the risk management policy
and its procedures.

The Company has in place a Risk Management
Policy covering internal and external risks
including information security, cyber security,
Environmental, Social and Governance (ESG)
related etc., measures for risk mitigation including
systems and processes for internal control to
identify risks associated with the Company and
measures to mitigate such risks. The details
of composition, scope and the meetings held
during the year are provided in the Corporate
Governance report annexed as ''Annexure E'' to
this report.

12. Other disclosures

a. The Details of loan, guarantees and
investments under the provisions of Section
186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.

b. The Internal control systems and adequacy
are discussed in detail 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 future operations.

d. The policies approved and adopted by the
Board have been made available under
the Corporate Governance section of the
website of the Company at the weblink:
https:// ranegroup.com/investors/rane-
holdings-limited/

e. The copy of the Annual Return is available
under the Corporate Governance section
on the Investor''s page on the website of the
Company at the weblink: https://ranegroup.
com/investors/rane-holdings-limited/

f. The Company has complied with the
applicable Secretarial Standards, viz., SS-1
on meetings of Board of Directors and SS-2
on General Meetings issued by Institute of
Company Secretaries of India (ICSI) as per
Section 118(10) of the Act.

g. The details regarding unpaid / unclaimed
shares and dividend transferred / proposed
to be transferred to the Investor Education
and Protection Fund (IEPF) and other
relevant details in this regard, have been
provided in the Corporate Governance
section of this Annual Report.

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

i. During the year, the Company has not raised
any funds through preferential allotment
or qualified institutions placement, hence,
deviation / variation in the utilization of
funds does not arise.

j. The Company has established a formal vigil
mechanism named ''Rane Whistle Blower
Policy'' for reporting improper or unethical
practices or actions which are violative
of the code of conduct of the Company.
The mechanism includes access to report
instances in Integrity Matters, an external
and independent third-party service
provider portal appointed by Rane Group.

All reports lodged in this portal will
be received directly by Rane Group''s
Ombudsperson and will be processed as
per Rane Whistle Blower Policy. The policy
which is also available on the intranet
portal of the Company provides adequate
safeguard against victimisation and for
direct access to the Chairman of the Audit
Committee for the employees and state
their complaints / grievances. There were no
complaints received by the company during
the FY 2024-25.

k. The Company has always provided a
congenial atmosphere for work that is
free from discrimination and harassment
and has provided equal opportunities of
employment to all irrespective of their
caste, religion, colour, marital status and
gender. The Company believes that women
should be able to do their work in a safe and
respectful environment that encourages
maximum productivity. The Company has a
zero tolerance towards sexual harassment.
The Company has adopted a policy on
prevention of sexual harassment of women
at work place and put in place proper
dissemination mechanism across the
Company. The Company has carried out
awareness programmes / sessions on the
mechanism established under this policy,
across its various locations. The Company
has complied with the provisions relating
to the constitution of Internal Complaints
Committee under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
(POSH), comprising of Presiding Officers
and 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
year - Nil

No. of complaints disposed off during the
year - Nil

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

l. In view of the exemptions available
vide General circular 09/2024 dated
September 19, 2024, issued by the Ministry
of Corporate Affairs ("MCA") read with
previous circulars, SEBI Circular dated
October 03, 2024 and in compliance with
Regulation 36 of SEBI LODR, electronic
copies of the annual report and the notice
convening the 89^th AGM would be sent to
all the members whose e-mail addresses
were registered with the Company or their

respective Depository Participants. A letter
providing the web-link, where complete
details of the Annual Report is available
will be sent to those shareholder(s) who
have not registered their email ids. The
hard copies of the Annual Report will be
made available to those members who are
specifically requesting for the same. The full
Annual Report will be made available on the
website of the Company and will also be

disseminated to the stock exchanges where
shares of the Company are listed.

Annual General Meeting

m. The 89^th AGM would be conducted through
video conferencing or other audio-visual
means on August 12, 2025 at 15:00 hrs (IST).
The Notice convening the 89^th AGM shall
contain detailed instructions and notes in
this regard.

Acknowledgement

We thank our Investors, Customers, Vendors, Bankers, Regulatory and Government Authorities, Reserve Bank
of India, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We
place on record our appreciation for the committed services of all our employees.

For and on behalf of the Board

Harish Lakshman Ganesh Lakshminarayan

Vice-Chairman & Chairman &

Place: Chennai Joint Managing Director Managing Director

Date: May 30, 2025 DIN:00012602 DIN:00012583

---

Mar 31, 2024

The Board of Directors hereby present to you the Eighty Eighth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2024 and other prescribed particulars.

1. State of Company''s affairs

The financial year 2023-24 saw a pick-up in the business at the backdrop of a robust growth of the Indian and global economy. The automotive and auto components industry faced supply

chain challenges due to semiconductor shortage, shipping and logistics constraints.

Continued focus on productivity and quality improvements by the operating companies in the group during the year yielded desired results. The capacity utilization in all the plants improved significantly. The group companies scaled up the production in line with the demand and worked on several cost optimization measures to mitigate the inflationary environment. The companies continued to enhance customer relationships and increased business share across several customers.

1.1. Financial Performance

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

Sl. No.	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 aluminium.	71.77%
	Step Down Subsidiaries - Rane (Madras) International Holdings	Holds strategic overseas investments	100.00%
	B.V., The Netherlands - (RMIH)
	- Rane Automotive Components	Steering and linkage auto components	100.00%
	Mexico S de R.L. de C.V. (RACM)1.
2	Rane Engine Valve Limited (REVL)	Engine valves, valve guides and tappets	58.29%
3	Rane Brake Lining Limited (RBL)	Brake linings, disc pads, clutch facing and clutch button	50.03%
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	Providing business development and	100.00%
	(RHEG)	other related support services for Rane group companies in the European region
Joint Venture / Associate Companies
7	ZF Rane Automotive India Private Limited	Hydraulic steering gear, Hydraulic	49.00%
	(ZRAI)	pumps, seat belt and air bags
	- ZF Rane Occupant Safety Systems	Seat belts, seat webbings, airbags,	100.00%
	Private Limited (ZROS) (Subsidiary of	airbag modules, inflators, crash sensors
	ZRAI)	safety electronic systems,
	- TRW Sun Steering Wheels Private	Manufacture of Steering Wheels	100.00%
	Limited (TSSW) (Subsidiary of ZRAI)2
8	Rane NSK Steering Systems Private	Manual steering columns and electric	49.00%
	Limited (RNSS)	power steering.

Notes:

1. RACM became a wholly owned subsidiary of RML w.e.f September 28, 2023.

2. TSSW became a wholly owned subsidiary of ZRAI w.e.f March 28, 2024.

3. Rane Light Metal Castings Inc. USA (RLMCA) ceased to be a step-down subsidiary of the Rane (Madras) Limited (RML) / part of the Rane Group w.e.f September 14, 2023.

4. eTrans t4u Private Limited (formerly known as Rane t4u Private Limited) (t4u) ceased to be a subsidiary w.e.f July 19, 2023.

The Company''s three main income streams are Dividend from investments, Trademark fee out of ''RANE'' trademark ownership and Service fees from Rane Group Companies. The Company provides services in areas of Management consultancy, Information Technology, Business Development and Human Resource training, which are unique and tailor-made to each of the Rane Group Companies in line with each subsidiaries and Joint Venture / Associate Companies vision and mission, business goals and operating models.

The Company on June 27, 2023, converted remaining 1,71,821 warrants out of the 5,15,463 warrants into equivalent number of shares having a face value of ''10/- each of REVL on payment of up to ''3.75 crore, being the warrant subscription price (i.e. 75% of the issue price of ''291.00/- per warrant). The warrants were convertible in one or

more tranches within a period of eighteen (18) months from the date of allotment of warrants.

During the year, the RHL divested its entire shareholding in its subsidiary viz. t4u in exchange for which the Company has, been allotted 8,62,505 (Eight lakhs sixty-two thousand five hundred and five) Equity Shares having face value of ''10/- each of eTrans Solutions Private Limited representing 11.94% of equity share capital. Consequently, Rt4u ceased to be a subsidiary effective July 19, 2023.

During the period under review, there was no change in management or control of RHL in Rane Group Companies, except for change of shareholding in REVL as discussed above. The standalone financial highlights for the year under review are as follows:

(''in Crores)
Particulars	2023-24	2022-23
Revenue from Operations	146.86	117.66
Other Income	3.61	0.53
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	98.79	71.93
Less: Depreciation / Amortisation	5.08	4.37
Profit / loss before Finance Costs, Exceptional items and Tax Expense	93.71	67.56
Less: Finance Costs	4.67	5.61
Profit / loss before Exceptional items and Tax Expense	89.04	61.95
Add / (less): Exceptional items	(2.96)	(2.92)
Profit / (loss) before Tax Expense	86.08	59.03
Less: Tax Expense (Current & Deferred)	13.02	10.73
Profit / (loss) for the year (1)	73.06	48.30
Total Other Comprehensive Income / loss (2)*	(0.33)	(0.32)
Total (1 2)	72.73	47.98
Balance of profit / loss for earlier years	128.64	106.16
Less: Transfer to Reserves	(80.10)	(8.37)
Less: Dividend paid on Equity Shares	(24.27)	(17.13)
Balance carried forward	97.00	128.64
*Re-measurement of defined benefit plans (net) recognised as part of retained earnings

The Key Performance Indicators, operational performance and balance sheet summary are furnished in page no 1 of this annual report and significant changes in key ratios are discussed in Management Discussion and Analysis Report and notes to the financial statements.

The total standalone income of the Company was ''150.47 crores, increase by 27.31% compared to the previous year, due to increase in trade mark fee, service fee and dividend income. The Company netted a Profit After Tax (PAT) of ''73.06 crores, which is 48.55% of the turnover for FY 2023-24 and this has resulted in Earnings per

Share (EPS) of ''51/- for FY 2023-24 as against an EPS of ''34/- for previous Financial Year.

There was no material change or commitments, affecting the financial position of the Company between the end of the financial year of the Company and date of the report other than those disclosed in the financial statements section of this Annual Report. There was no change in the nature of business during the year.

1.2. Appropriation

An amount of ''97.00 crores of the profit is available for appropriation as at the end of

FY 2023-24. The Board of Directors, taking into consideration, the operational performance and financial position of the Company, have recommended a dividend of 250% (i.e., ''25/- per share of ''10/- each, fully paid-up) for approval of shareholders at the ensuing 88^th Annual General Meeting (AGM) scheduled to be held on August 02, 2024. The total dividend paid/ payable on equity shares for FY 2023-24 would be ''35.69 Crores.

On declaration of the dividend by the shareholders, it will be paid on August 12, 2024 to all the eligible shareholders, whose name appears in the register of members of the Company as on July 26, 2024, being the Record Date fixed for this purpose, subject to deduction of Date fixed for this purpose, subject to deduction of tax at source where applicable. The total of dividend paid / payable for the FY 2023-24 would be ''25/- per equity share of a face value of ''10/- each. This represents a pay-out ratio of 49%.

Considering the above, a sum of ''25.61 Crores has been approved by the Board for transfer to reserves.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The policy is available under the Corporate Governance Section on the Investor''s page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

1.3. Credit rating

The Company''s financial management and its ability to service financial obligations in a timely manner, has been re-affirmed by ICRA Limited for its credit facilities during the year under review and this has been disclosed to stock exchanges and made available on the Company''s website. The Corporate Governance section of this annual report carries the details of credit rating.

1.4. Share Capital

During the year under review, there was no change in capital structure of the Company and as at the year ended March 31,2024, the paid-up capital of the Company stood at ''14,27,78,090 consisting of 1,42,77,809 equity shares having face value of ''10/- each fully paid up.

1.5. Management Discussion & Analysis

The business of your company is to hold strategic investment in subsidiaries and Joint Ventures / Associate Companies (collectively called ''Rane Group'') engaged in the manufacturing and marketing of components for the transportation industry and also provide services unique to Rane Group. A detailed analysis of the automotive

industry, group companies'' performance, internal control systems and risk management process etc. are presented in the ''Management Discussion & Analysis'' report forming part of this annual report and are provided in ''Annexure A''.

1.6. Subsidiaries, Associate and Joint Venture Companies

The Management Discussion and Analysis section of the Annual Report contains the financial highlights of performance of Subsidiaries, Associates and Joint Venture Companies 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 methodology specified under applicable accounting standards:

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Non-Controlling interests have been appropriately considered.

(b) Joint Venture / Associate Companies - Share of profits based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based on the financial statement of the subsidiary companies and Joint Venture / Associate Companies, for the year ended March 31, 2024. In case of three subsidiaries (including a step-down subsidiary), of whom the financial statements as certified by the management has been taken into consideration for the purpose of consolidation.

The salient features of financial statement of these subsidiary companies are provided in form 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 soft copy of the annual report and annual accounts of the subsidiary Companies to any member on request of the same in accordance with the provisions of Section 136 of the Act. Further, the annual financial statements of the subsidiary Companies have been made available in the 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 Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee,

Corporate Social Responsibility Committee and Risk Management Committee, are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Board of Directors have also constituted an 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 the Company and its Committees.

The following are the details of change in composition of the Board of Directors and its Committees.

a. Dr. Brinda Jagirdar (DIN:06979864) who has been initially appointed as an Additional Director (Independent) by the Board of Directors, was appointed as an Independent Director of the Company for a consecutive period of five years i.e. with effect from May 12, 2023 upto February 29, 2028, by the shareholders at its 87^th Annual General Meeting of the Company held on meeting held on August 04, 2023.

b. Dr. Sheela Bhide (DIN:01843547), Independent Director, retired as per the retirement policy of the Company, effective from May 12, 2023. Consequent to her retirement, she ceased to be a chairman of the Stakeholders'' Relationship Committee and member of the Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The Board places on record its appreciation for the valuable advice and guidance rendered by her during her tenure especially on various strategic matters.

c. Appointment of Mr. Muthiah Murugappan Murugappan (DIN:00170478) as an Independent Director has been recommended by the Board of Directors on May 15, 2024, based on recommendations of the Nomination and Remuneration Committee. The approval of the share holders of the Company is being sought at the ensuing Annual General Meeting for his appointment as an Independent Director in the first term of 5 (five) consecutive years with effect from August 02, 2024.

d. Mr. Pradip Kumar Bishnoi (DIN:00732640) holds the office of Independent Directorin first term of five consecutive years upto the conclusion of this AGM. Based on the recommendations of the Nomination and Remuneration Committee, his re-appointment for a second term

effective from conclusion of this AGM till July 01, 2026 has been considered by the board of directors and proposed for shareholders approval by way of special resolution.

The terms and conditions of appointment of Independent Directors have been disclosed under the Corporate Governance Section on the Investor''s page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicable regulations of 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, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves 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 Directors at its first meeting of the FY 2023-24 has taken on record the declarations and confirmations submitted by the Independent Directors. During the year, the Board had not appointed 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 of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Harish Lakshman (DIN:00012602) retires by rotation at the ensuing 88^th Annual General Meeting (AGM) and being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Harish Lakshman as a director is included in the notice convening the 88^th AGM.

2.3. Board and Committee meetings

The schedule of meetings of the Board of Directors and Committees of the Board is circulated to the Directors in advance. During the year, six (6) 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 120 days. The details of Committee meetings are provided in the Corporate Governance report. For eligible matters, the Board / its committees may also accord approvals through resolutions passed by circulation, between two meetings.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the quality, quantity, timeliness of flow of information between the management and the Board and review the performance of the Non-Independent Directors. The Independent Directors expressed that the current flow of information was timely which enabled them to superior quality and to effectively perform their duties and that they are satisfied with the performance of Non-Independent Directors.

2.5. Board evaluation

The annual evaluation of the performance of the Board, functioning of its committees, individual Directors, Managing Director and the Chairman of the Board was carried out based on the criteria formulated by the Nomination and Remuneration Committee.

To all the directors, a structured questionnaire was sent seeking feedback and any comments on various parameters as recommended by the Nomination and Remuneration Committee. As regards evaluation of the functioning of the Board as a whole, including Committee(s) thereof, key focus areas for evaluation were on aspects like Board diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategic matters, annual operating plan, strategic business plan and guiding the management.

The performance of the Individual Directors, including Independent Directors were evaluated through peer evaluation. The performance of Chairman was also evaluated on countenances such as ensuring top-level policy framework, creating an open environment for exchange of views besides ensuring effective mechanism for implementing board action points.

In forming the evaluation criteria of Directors, attributes such as commitment, competency and sectoral knowledge, contributions to Board decisions and discussions and staying up to date on recent trends, being aware of macrolevel developments and networking skills were considered.

The feedback outcomes including comments / suggestions, along with action plans, if any, on matters requiring attention of the board were discussed by the Chairman.

The evaluation framework includes mechanism to share evaluation feedback on individual Directors to the Nomination and Remuneration Committee, wherever required.

The performance review of Non-Independent Directors were carried out by the Independent Directors in their separate meeting held during the year.

2.6. Familiarisation program for Independent Directors

The details of familiarisation programmes for Independent Directors have been disclosed under the Corporate Governance Section on the Investor''s page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

2.7. Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)

During the year under review, there are no changes in the Key Managerial Personnel of the Company.

As at year end March 31, 2024, Mr. L Ganesh, Chairman & Managing Director, Mr. Harish Lakshman, Vice-Chairman & Joint Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr. M A P Sridhar Kumar, Chief Financial Officer hold the office of Key Managerial Personnel (KMP), respectively, within the meaning of Section 2(51) of the Act.

As regards Senior Management Personnel, the following were the change during the year: Mr. R Venkatanarayanan (President) retired from his service effective October 31,2023.

The SMPs other than KMPs, as at the year ended March 31, 2024 are Dr. P A Padmanabhan (President - Finance) Mr. Rajesh Raghavan (President - Corporate Services), Mr. V Ramasubramanian (HR Head).

2.8. Remuneration policy

The policy contains criteria for determining positive qualifications, positive attributes and independence of a director and also covers aspects of remuneration which is reasonable and sufficient to attract, retain and motivate Directors / employees of the quality required to run the Company successfully.

The policy on appointment and remuneration of Directors, KMP and SMP as laid down by the NRC of the Board has been disclosed under the Corporate Governance Section on the Investor''s

page onthewebsiteofthecompanyattheweb-link: https://ranegroup.com/investors/rane-holdings-limited/.

There has been no change in the policy during the FY 2023-24.

In accordance with the said policy, approval obtained from the shareholders in terms of Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) at the 84^th AGM held on August 14, 2020, for payment of remuneration in excess of 5% of net profits of the Company to Mr. L Ganesh, Chairman and Managing Director and Mr. Harish Lakshman, Vice-Chairman and Joint-Managing Director.

The details of remuneration paid / payable to the Directors during the Financial Year 2023-24 is furnished in the Corporate Governance Report annexed to this report of the Board.

3. Audit and allied matters3.1. Audit Committee

The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance Report section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Act and Regulation 18 of SEBI LODR and other applicable provisions of SEBI LODR, as amended from time to time.

3.2. Statutory Auditor

M/s. B S R & Co., LLP (BSR) (Firm Registration Number 101248W/W-100022) were appointed in their first term as Statutory Auditors at the 84^th AGM held on August 14, 2020, for a period of five years i.e., until the conclusion of the 89^th AGM (2025).

BSR has confirmed that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made thereunder. BSR have confirmed that they hold a valid peer review certificate issued to them by The Institute of Chartered Accountants of India.

The Statutory Auditors report to the members for the year ended March 31,2024 does not contain 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 (Cost Records and Audit) Rules, 2014. Further, the maintenance of cost records as prescribed under provisions of Sec 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in Practice, is the Secretarial Auditors of the Company as appointed by the Board of Directors in terms of Section 204 of the Act. The Secretarial Audit report given in ''Annexure B'' was taken on record by the Board of Directors at their meeting held on May 15, 2024. The report does not contain any qualification, reservation, adverse remark or disclaimer.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies, a firm of independent assurance service professionals, continues to be the Internal Auditors of the Company.

Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, ensure effectiveness of systems and processes, and assessing the internal control strengths in all areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor report directly to the Audit Committee. This Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the Internal Audit, has taken into consideration their confirmation to the effect that their infrastructure, viz., Internal Audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

4. Directors'' Responsibility Statement

I n terms of Section 134(3)(c) read with section 134(5) of the Act, the Directors, to the best of their knowledge and belief based on the information and explanations obtained by them, confirm that:

a. I n the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

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

c. they had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

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 be followed by the Company and such internal financial controls were adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable 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 basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 (Refer ''Annexure C'') of this annual report. There are no materially significant RPT made by the Company with related parties which require approval of the shareholders / which have potential conflict with the interest of the Company at large.

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

All RPT are approved by the Independent Directors who are members of the Audit Committee.

The Company has put in place a proper system for identification and monitoring of such transactions. Save as disclosed in this report none of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions with the Company. The policy on RPT as approved by the Board has been disclosed in the policies section of the website of the Company and is available at the web link: https://ranegroup.com/investors/rane-holdings-limited/.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material financial and commercial transactions (except payment of remuneration / sitting fee, as applicable), where they have personal interest, which may have potential conflict with interest of the Company at large.

6. Corporate Social Responsibility (CSR)

The Rane Group''s vision on Corporate Social Responsibility (CSR) is: ''to be a socially and environmentally responsible corporate citizen''.

The CSR activities of Rane Group focus on 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 and activities to the Board in line with the CSR policy. The CSR Committee monitors and reviews the implementation of CSR activities periodically.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee.

During the year the Company was required to make a CSR contribution of ''61.71 lakhs towards CSR activities for the year. The ''Annexure D'' to this report contains the annual report on CSR activities of the Company for FY 2023-24. The CSR policy of the Company has been disclosed under the Corporate Governance Section on the Investor''s page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/.

Further, in terms of the CSR Rules, the CFO has certified to CSR Committee that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for FY 2023-24.

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

The Company is conscious of the imperative to protect the environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption is not applicable to the Company.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

Foreign Exchange earnings and outgo

	(''	in Crores)
Foreign Exchange	2023-241	2022-23
Earnings	5.19	0.35
Outgo	10.73	1.44

8. Corporate Governance Report

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

9. Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report as applicable to the Company in terms of Regulation 34(2) of SEBI LODR for FY 2023-24 is provided in ''Annexure F'' to this report. The Company practices various business responsibility initiatives as per the Business Responsibility framework of the Rane Group. This framework is developed and steered at Rane group under the able leadership and guidance of Mr. L Ganesh, Chairman & Managing Director who is also responsible for the implementation of the Business Responsibility initiatives.

10. Particulars of Directors, KMP and employees

The details in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 available in ''Annexure G'' to this report.

Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

11. Risk Management

The Risk Management Committee of the Board periodically reviews the risk management policy and its procedures.

The Company has in place a Risk Management Policy covering internal and external risks including information security, cyber security, Environmental, Social and Governance (ESG) related etc., measures for risk mitigation including systems and processes for internal control to identify risks associated with the Company and measures to mitigate such risks. The details of composition, scope and the meetings held during the year are provided as part of the Corporate Governance report are provided in ''Annexure E'' to this report.

12. Other disclosures

a. Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b. The Internal control systems and adequacy are discussed in detail 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 future operations.

d. The policies approved and adopted by the Board have been made available under the Corporate Governance section on the Investor''s page on the website of the Company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

e. The copy of the Annual Return is available under the Corporate Governance section on the Investor''s page on the website of the Company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

f. The Company has complied with the applicable Secretarial Standards, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) as per section 118(10) of the Act.

g. The details regarding unpaid / unclaimed shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report.

h. The Company does not accept any deposits falling 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 Blower Policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. The policy which is also available on the intranet portal of the Company provides adequate safeguard against victimisation and for direct access to the Chairman of the Audit Committee for the employees and state their complaints / grievances.

j. The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and 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 year -Nil

No. of complaints disposed off during the year - Nil

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

k. In view of the exemptions available vide General circular 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs ("MCA") read with previous circulars and SEBI Circular dated October 07, 2023, the company will not be dispatching hard copies of the Annual Report to the shareholders. The full Annual Report will be made available on the website of the Company and will also be disseminated to the stock exchanges where shares of the Company are listed. The hard copies of the Annual Report will be made available to those members who are specifically requesting for the same. The electronic copies of the annual report and the notice convening the 88^th AGM would be sent to all the members whose e-mail addresses were registered with the Company or their respective Depository Participants.

Annual General Meeting

l. The 88^th AGM would be conducted through video conferencing or other audio-visual means on Friday, August 02, 2024 at 14:00 hrs (1ST). The notice convening the 88^th AGM shall contain detailed instructions and notes in this regard.

Acknowledgement

We thank our Investors, Customers, Vendors, Bankers, Regulatory and Government Authorities, Reserve Bank of India, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

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Mar 31, 2022

Your Board of Directors hereby present to you the Eighty Sixth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31,2022 and other prescribed particulars.

1. State of Company''s affairs

The financial year 2021-22 started with India facing a second wave of CovID-19 pandemic. the economy bounced back strongly with output reaching prepandemic levels on the back of buoyant government spending and pick up in investments post lifting of restrictions. the automotive and auto components industry faced supply chain challenges on the back

of semiconductor shortage, shipping and logistics constraints.

the Company scaled up the production in line with the demand and worked on several cost optimization measures to mitigate the inflationary environment. the Company continued to enhance its customer relationships and increased its business share across several customers.

1.1. Financial Performance

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

Sl. No.	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 aluminium	71.77%
	Step Down Subsidiaries
	a) Rane (Madras) International Holdings B.V., the Netherlands - (RMIH)	Holds strategic overseas investments	100.00%
	b) Rane Light Metal Castings Inc. USA (RLMCA)	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	50.03%
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 (Rt4u)	Connected Mobility Solutions	98.59%
Joint Venture / Associate Companies
7	ZF Rane Automotive India Private Limited (fka Rane TRW Steering Systems Private Limited) (ZRAI)	Hydraulic steering gear, Hydraulic pumps, seat belt and Air Bags	49.00%
8	Rane NSK Steering Systems Private Limited (RNSS)	Manual steering columns and electric power steering	49.00%

the Company''s three main income streams are dividend from investments, trademark fee out of ''RANE'' trademark ownership and Service fees from Rane Group Companies. the Company provides services in areas of Management consultancy, Information technology, Business Development and Human Resource training, which are unique and tailor-made to each of the Rane

Group Companies in line with each subsidiaries and Joint Venture / Associate Companies vision and mission, business goals and operating models.

During the year, the Company invested an additional ''30 Crores in subsidiary Rane (Madras) Limited and converted the outstanding 16,99,958 warrants

(conversion of 8,49,979 warrants on August 12, 2021 and conversion of 8,49,979 warrants on January 11, 2022) into equivalent equity shares having a face value of ''10/- each fully paid-up ranking pari-passu in all respects with the existing equity shares, including dividend, if any. pursuant to the conversion there were no outstanding warrants. This resulted to increase in shareholding of the Company in RML to 71.77%.

The Company on June 09, 2021 exercised call option and subsequently acquired 2,45,574 equity shares from the other existing shareholders of Rt4u. During the year, the Company infused ''16.34 Crores by subscribing to a rights issue on September 29, 2021 (83,35,000 equity shares of ''10/- each) and march 11, 2022 (80,01,600 equity shares of ''10/- each). the acquisition / subscription resulted in an increase in shareholding of the Company to 98.59% (99.45% diluted basis).

the Company on march 08, 2022, subscribed to 5,15,463 warrants convertible into equivalent number of shares having a face value of ''10/- each of REvL on payment of upto ''3.75 crore, being the warrant subscription price (i.e. 25% of the issue price of ''291.00/- per warrant). the warrants are convertible in one or more tranches within a period of eighteen (18) months from the date of allotment of warrants.

Due to the buyback of shares by subsidiary Company RBL which ended on april 26, 2021, the Company holding stands increased to 47.70%. Further, the Company during the year, acquired 1,80,000 equity shares of ''10/- each fully paid up of RBL at an average price of ''625.07 per equity share through open market purchase. the shareholding of the Company in RBL increased by further 2.33% to 50.03%. Consequent to this, RBL hitherto which was a subsidiary company by virtue of control on the Board of Directors, now falls under the class subsidiary on account of the Company''s holding total voting power standing to have increased to more than 50%.

the Company on december 29, 2021 divested 1% (87,383 equity shares) of the total shareholding of ZRAI to the other joint venture partner ZF automotive J.V. US LLC for a consideration of ''20.16 crores. pursuant to the transfer, RHL holds 49% and ZF holds the remaining 51% shareholding in the Company.

during the period under review, there was no change in management or control of RHL in Rane Group Companies, except for change of shareholding in RML, RBL, ZRAI and Rt4u as discussed above. the standalone financial highlights for the year under review are as follows:

('' in Crores)
Particulars	2021-22	2020-21
Revenue from operations	88.80	65.08
other Income	20.44	0.91
profit / loss before depreciation, Finance Costs, Exceptional items and tax Expense	74.46	36.70
Less: depreciation / amortisation	3.09	3.06
profit / loss before Finance Costs, Exceptional items and tax Expense	71.37	33.64
Less: Finance Costs	5.90	3.09
profit / loss before Exceptional items and tax Expense	65.47	30.55
add / (less): Exceptional items	(17.81)	(15.57)
profit / (loss) before tax Expense	47.66	14.98
Less: tax Expense (Current & deferred)	13.78	13.62
profit / (loss) for the year (1)	33.88	1.36
total other Comprehensive Income / loss (2)*	0.11	0.49
Total (1 2)	33.99	1.85
Balance of profit / loss for earlier years	72.17	76.03
Less: transfer to Reserves	-	-
Less: dividend paid on Equity Shares	-	5.71
Balance carried forward	106.16	72.17
*Re-measurement of defined benefit plans (net) recognised as part of retained earnings

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

The total standalone income of the Company was ''109.24 crores, increased by 65.54% when compared to the previous year, due to Higher trade mark fee, service fees, dividend income and 1% transfer of shares in ZRAi. the Company netted a profit After tax (pAT) of ''33.88 crores, which is 31.01% of the turnover for FY 2021-22 and this has resulted in Earnings per Share (EpS) of ''24/- for FY 2021-22 as against an EpS of ''1/-for previous Financial Year.

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

1.2. Appropriation

an amount of ''106.16 crores of the profit is available for appropriation as at the end of FY 2021-22. the Board of Directors, taking into consideration, the operational performance and financial position of the Company, have recommended a dividend of 120% (i.e., ''12/-per share of ''10/- each, fully paid-up) for approval of shareholders at the ensuing 86^th Annual General Meeting (AGM) scheduled to be held on June 29, 2022. the total dividend paid/payable on equity shares for FY 2021-22 would be ''17.13 crores.

on declaration of the dividend by the shareholders, it will be paid on July 08, 2022 to all the eligible shareholders, whose name appears in the register of members of the Company as on June 22, 2022, being the record date fixed for this purpose, subject to deduction of tax at source where applicable. the total of dividend paid / payable for the FY 2021-22 would be ''12/- per equity share of a face value of ''10/- each. this represents a payout ratio of 51%.

Considering the above, the Board has retained ''8.38 crores as surplus in the profit and loss account. a sum of ''8.37 crores being 25% of profits has been proposed by the Board to transfer to reserves.

the dividend pay-out is in accordance with the Company''s dividend distribution policy. the policy is available on the Company''s website: https://ranegroup. com/rhljnvestors/dividend-distribution-policy.

1.3. Credit rating

the Company''s financial management and its ability to service financial obligations in a timely manner, has been re-affirmed by ICRA Limited for its credit facilities during the year under review and this has been disclosed to stock exchanges and made available on the Company''s website. the Corporate Governance section of this annual report carries the details of credit rating.

1.4. Share Capital

during the year under review, the paid up capital of the Company stood at ''14,27,78,090 consisting of 1,42,77,809 equity shares having face value of ''10/-each fully 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 and Joint venture / Associate Companies (collectively called ''Rane Group'') engaged in the manufacturing and marketing of components for the transportation industry and also provide services unique to Rane Group. A detailed analysis of the automotive industry, group companies'' performance, internal control systems and risk management process etc. are presented in the ''management discussion & Analysis'' report forming part of this annual report and are provided in Annexure a''.

1.6. subsidiaries, Associate and Joint Venture Companies

the Management discussion and Analysis section of the Annual Report contains the financial highlights of performance of Subsidiaries, Associates and Joint venture Companies 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 methodology specified under applicable accounting standards:

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. NonControlling interests have been appropriately considered.

(b) Joint venture / Associate companies - Share of profits based on the percentage of share held has been consolidated.

the consolidated financial statements of the Company are prepared based on the audited financial statement of the subsidiary companies and Joint venture / Associate companies, for the year ended March 31, 2022. Except in the case of RHAI & RHEG, Wholly owned Subsidiaries, of whom the financial statements as certified by the management has been taken into consideration for the purpose of consolidation, as there is no requirement of audit under the jurisdictional laws of RHEG for the time being in force.

the salient features of financial statement of these subsidiary / joint venture / associate companies are provided in form 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 soft copy of the annual report and annual accounts of the subsidiary Companies to any

member on request of the same in accordance with the provisions of Section 136 of the Act. Further, the annual financial statements of the subsidiary Companies have been made available in the 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 Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social responsibility Committee and risk Management Committee, are constituted in accordance with Companies Act, 2013 and the SEBI (Listing obligations and disclosure requirements) regulations, 2015 (SEBI LoDR). the Board of directors have also constituted an 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 the Company and its Committees.

the following are the details of change in composition of the Board of directors and its Committees.

• Mr. Lakshman Lakshminarayan (DIN:00012554), NonExecutive director, retired as per the retirement policy of the Company effective from the conclusion of the business hours on may 27, 2021. He has been associated with Rane group for over 5 decades and as director for about 3 decades. He has been instrumental in steering the Rane Group during a very challenging and exciting phase in the automobile industry''s evolution and transformation in India. The Board placed on record its appreciation for the valuable advice and guidance rendered by him during his tenure especially on various strategic matters.

• Mr. Rajeev Gupta (DIN:00241501) was appointed as an Independent director by the shareholders at the 82^nd AGM held on August 02, 2018 for a period of five consecutive years to hold office upto the 86^th AGM. The NRC and the Board of directors at their respective meeting(s) held on May 26, 2022 has considered and recommended the re-appointment of Mr. rajeev Gupta as an Independent director of the Company for a second term of five consecutive years from conclusion of the ensuing 86^th AGM. The notice convening the 86^th AGM seeks approval of the members for his re-appointment as an Independent director through special resolution.

The Board of directors are of the opinion that the director(s) proposed for appointment / re-appointment at the ensuing 86^th AGM of the Company possess integrity, necessary expertise, relevant experience and proficiency and the Corporate Governance report annexed to this report contains necessary disclosures regarding the director(s).

The terms and conditions of appointment of Independent directors have been disclosed on the website of the Company and available at the weblink: https://ranegroup.com/rhl_investors/terms-conditions-appointment-id/.

All the directors have affirmed compliance with the Code of Conduct of the Company. The Independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and regulation 25 and other applicable regulations of 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, 2013 read with Rule 6 of the Companies (Appointment and Qualification of directors) Rules, 2014, Independent directors of the Company have confirmed that they have registered themselves 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 directors at its first meeting of the FY 2021-22 has taken on record the declarations and confirmations submitted by the Independent directors. during the year, the Board had not appointed 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 of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Harish Lakshman (DIN:0001 2602) retires by rotation at the ensuing 86^th Annual General Meeting (AGM) and being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Harish Lakshman as a director is included in the notice convening the 86^th AGM.

2.3. Board and Committee meetings

The schedule of meetings of the Board of directors and Committees of the Board is circulated to the directors in advance. during the year, six (6) 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 120 days. The details of Committee meetings are provided in the Corporate Governance report. For eligible matters, the Board / its Committees may also accord approvals through resolutions passed by circulation, between two meetings.

2.4. Meeting of Independent Directors

A meeting of Independent directors was held to assess the quality, quantity and timeliness of flow of information between the management and the Board. The Independent directors expressed that the current flow of information and contents were good to effectively perform their duties.

2.5. Board evaluation

An annual evaluation of the performance of the Board, functioning of its committees, individual directors, executive director(s) and the Chairman of the Board was

carried out based on the criteria set by the Nomination and Remuneration Committee. A structured questionnaire was sent to all the Directors seeking qualitative inputs and detailed comments on various parameters as recommended by the Nomination and Remuneration Committee.

Board diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategic matters, annual operating plan and strategic business plans were the key focus areas for evaluation of the Board and its Committee functioning.

Engagement with stakeholders, versatility in facilitating discussions and approach towards ensuring implementation of board action points were the areas on which the Board of Directors evaluated the performance of the Chairman. Besides these, executive directors were also evaluated on parameters like adequacy of focus in making the organisation future ready and contribution in terms of active engagement & connect with long term strategic values.

Individual directors, including Independent directors performance and contributions were evaluated through peer evaluation based on evaluation criteria determined by nomination and remuneration Committee. Contributions to Board decisions and discussions and attributes like staying up to date on recent trends, being aware of macro level developments and networking skills were the areas considered for framing the evaluation criteria of directors besides commitment, competency and sectoral knowledge.

The Chairman after detailed consideration of all the feedbacks, comments and suggestions received from the directors, discussed with the Board a proposed action plan on matters requiring attention of the Board which inter-alia includes matters relating to strategic business reviews, auto sector reviews, employee engagement like technological & industrial trends impacting the auto industry and group companies'' businesses. the evaluation framework includes mechanism to share evaluation feedback on individual directors to the nomination and remuneration Committee, wherever required.

2.6. Familiarisation program for Independent Directors

the details of familiarisation program for independent directors has been put up on the website and available at the weblink: https://ranegroup.com/rhl_investors/ familiarisation-programme-for-independent-directors/ .

2.7. Key Managerial personnel

during the year Mr. M a p Sridhar Kumar - Senior vice president - Finance was appointed as Chief Financial officer (CFo) of the Company with effect from February 01,2022 in the place of Mr. J Ananth, vice president- Finance, on account of transfer of services within rane group.

As at year end march 31, 2022, Mr. L Ganesh, Chairman & managing director, Mr. Harish lakshman, vice-Chairman & Joint Managing director, Mr. Siva Chandrasekaran, Secretary and Mr. M A p Sridhar Kumar, Chief Financial officer hold the office of Key Managerial personnel (KMp), respectively, within the meaning of Section 2(51) of the Act.

2.8. Remuneration policy

the policy contains criteria for determining positive qualifications, positive attributes and independence of a director and also covers aspects of remuneration which is reasonable and sufficient to attract, retain and motivate directors / employees of the quality required to run the Company successfully.

the policy on appointment and remuneration of directors, KMp and Senior Management personnel (SMp) as laid down by the NRC of the Board is available at the weblink at https://ranegroup.com/rhl_investors/policy-on-appointment-remuneration-of-directors-kmp-smp/. there has been no change in the policy during the FY 2021-22.

in accordance with the said policy, approval obtained from the shareholders in terms of regulation 17(6) (e) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 (SEBI LoDR) at the 84^th AGM held on August 14, 2020, for payment of remuneration in excess of 5% of net profits of the Company to Mr. L Ganesh, Chairman and Managing director and Mr. Harish Lakshman, vice-Chairman and Joint-Managing director.

In addition, approval was also obtained from the shareholders in terms of Section 188(1) of the Act at the 85^th AGM held on August 06, 2021, for payment of remuneration to Mr. L Lakshman, Chairman Emeritus, for an amount of ''1.25 crores per annum for a term of 5 years.

the details of remuneration paid / payable to the directors during the Financial Year 2021-22 is furnished in the Corporate Governance report annexed to this report of the Board.

3. Audit and allied matters3.1. audit Committee

the composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance report section of the Annual report. the Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Act and regulation 18 of SEBI Lodr and other applicable provisions of SEBI LoDR, as amended from time to time.

3.2. statutory auditor

M/s. BSr & Co., LLp (BSr) were appointed in their first term as Statutory Auditors at the 84^th AGM held on August 14, 2020, for a period of five years i.e., until the conclusion of the 89^th AGM (2025).

BSR has confirmed that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made thereunder. BSR have confirmed that they hold a valid peer review certificate issued to them by The Institute of Chartered accountants of india.

BSR has not reported any matter under Section 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, 2022 does not contain 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 (Cost Records and audit) rules, 2014. Further, the maintenance of cost records as prescribed under provisions of Sec 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in practice, is the Secretarial auditors of the Company as appointed by the Board of Directors in terms of Section 204 of the Act. the Secretarial audit report given in ''Annexure B'' was taken on record by the Board of directors at its meeting held on may 26, 2022. the report does not contain any qualification, reservation, adverse remark or disclaimer.

the Annual Secretarial Compliance report, (hereinafter referred to as ''compliance report'') for FY 2021-22 issued by M/s. S Krishnamurthy & Co., the Secretarial Auditor of the Company, have confirmed compliance with securities law applicable to the Company and the same has been taken on record by the Board of Directors at their meeting held on May 26, 2022. the compliance report does not contain any qualification, reservation, adverse remark or disclaimer and the Board has approved filing of the same with the stock exchanges.

3.5. Internal auditor

M/s. Capri Assurance and Advisory Servicies a firm of independent assurance service professionals, continues to be the Internal Auditors of the Company. their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, ensure effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. the Internal Auditor reports directly to the Audit Committee. this Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the Internal Audit, has taken into consideration their confirmation to the effect that their infrastructure, viz., Internal

Audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

4. Directors'' Responsibility statement

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

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

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

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

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 be followed by the Company and such internal financial controls were adequate and were operating effectively; and

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

5. Related party Transactions (RpTs)

All Rpts that were entered into during the financial 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 the promoters, directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 (Refer ''annexure G'') of this annual report. there are no materially significant RPT made by the Company with related parties which require approval of the shareholders / which have potential conflict with the interest of the Company at large.

All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are entered in the ordinary course of business. the transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

the Company has put in place a proper system for

identification and monitoring of such transactions. Save as disclosed in this report none of the Directors or Key Managerial personnel has any pecuniary relationships or transactions with the Company. The policy on RpT as approved by the Board is uploaded on the Company''s website at the web link: https://ranegroup.com/rhl_ investors/policy-on-related-party-transactions/.

None of the directors or Key managerial personnel or Senior Management personnel has any material financial and commercial transactions (except payment of remuneration / sitting fee, as applicable), where they have personal interest, which may have potential conflict with interest of the Company at large.

6. Corporate Social Responsibility (CSR)

The Rane Group''s vision on Corporate Social responsibility (CSR) is: ''to be a socially and environmentally responsible corporate citizen''. the

CSR activities of Rane Group focus on 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 and activities to the Board in line with the CSR policy. the CSR Committee monitors and reviews the implementation of CSR activities periodically.

during the year, CSR activities undertaken by the Company are in line with the CSR policy and recommendations of the CSR Committee comprising of Mr. L Ganesh, Committee Chairman & managing director, Mr. harish lakshman, vice Chairman & Joint managing director and dr. (Ms.) Sheela Bhide, Independent director, as its members.

during the year the Company has set off a sum of ''51.61 lakhs from the excess contribution made during the previous year towards CSR obligation for FY 2021- 22. Additionally an amount of ''2.07 lakhs was contributed towards CSR activities for the year. the ''Annexure C'' to this report contains the annual report on CSR activities of the Company for FY 2021-22. the CSR policy of the Company is posted on the website and is available at the web-link: https://ranegroup.com/ rhl_investors/ corporate-social-responsibility-policy/.

Further, in terms of the CSR Rules, the CFo has certified to CSR Committee that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for financial year 2021- 2022.

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

the Company is conscious of the imperative to protect the environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. in view of the nature of activities of the Company, disclosure relating to technology absorption is not

applicable to the Company.

the disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (accounts) Rules, 2014 are given hereunder:

Foreign Exchange earnings and outgo

	(''	in Crores)
Foreign Exchange	2021-22	2020-21 1
Earnings	7.33	2.63
outgo	1.92	6.84

8. Corporate Governance Report

Your Company is committed to maintaining the highest standards of corporate governance in spirit and also a leader in complying with the regulatory norms under the SEBI regulations and other laws and regulations applicable to the Company. the Corporate Governance 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 Regulation 34(2) of SEBI LoDR for FY 2021-22 is provided in ''Annexure F'' to this report. the Company practices various business responsibility initiatives as per the Business Responsibility framework of the Rane Group. this framework is developed and steered at Rane group under the able leadership and guidance of Mr. L Ganesh, Chairman & Managing director who is also responsible 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 of directors, KMp and employees of the Company are provided as ''Annexure'' to this report.

11. Risk Management

In accordance with the amended SEBI (Listing obligations and disclosure Requirements) Regulations, 2015 effective from May 05, 2021, the Board has constituted a Risk Management Committee effective from June 01, 2021. the details of composition, scope and the meetings held during the year are provided as part of the Corporate Governance report.

the Company has in place a Risk Management policy covering internal and external risks including information security, cyber security, Environmental, Social and Governance (ESG) related etc., measures for risk mitigation including systems and processes for internal control to identify risks associated with the Company and measures to mitigate such risks. the details of composition, scope and the meetings held during the year are provided as part of the Corporate Governance report are provided in ''Annexure E'' to this report.

12. Other disclosures

a. The details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b. the Internal control systems and adequacy are discussed in detail in the Management Discussion and analysis annexed to the annual 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 future operations.

d. the policies approved and adopted by the Board have been made available on the Corporate Governance section of the investor page on the website of the Company www.ranegroup.com.

e. the copy of the annual return is available on the website of the Company at www.ranegroup.com.

f. the Company has complied with the applicable Secretarial Standards, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by institute of Company Secretaries of india (iCSi) as per section 118(10) of the Act.

g. the details regarding shares and dividend transferred / proposed to be transferred to the investor Education and protection Fund (IEpF) and other relevant details in this regard, have been provided in the Corporate Governance section of this annual report.

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

i. the Company has established a formal vigil mechanism named ^ane whistle Blower policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. the policy which is also available on the intranet portal of the Company provides adequate safeguard against victimisation and has provided direct access to 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 that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. the Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. the Company has a zero tolerance towards sexual harassment. the Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination

mechanism across the Company. the Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. the Company has complied with the provisions relating to the constitution of internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and redressal) Act, 2013 (poSH), comprising of presiding officers and 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 disposed off during the financial year - Nil

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

k. the Company has not printed physical copies of the annual report for distribution in view of the exemptions available vide General circular 02/2022 dated May 05, 2022, issued by the Ministry of Corporate affairs ("MCA”) read with previous circulars and SEBi Circular dated May 13, 2022 in this regard. the full annual report will be made available on the website of the Company and will also be disseminated to the stock exchanges where shares of the Company are listed. the electronic copies of the annual report and the notice convening the 86^th AGM would be sent to all the members whose e-mail addresses were 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 all stakeholders, the 86^th AGM would be conducted through video conferencing or other audio visual means on Wednesday, June 29, 2022 at 14:00 hrs (1st), as per the framework notified by Ministry of Corporate Affairs. The notice convening the 86^th AGM shall contain detailed instructions and notes in this regard.

Acknowledgement

We thank our investors, Customers, Vendors, Bankers, regulatory and Government Authorities, reserve Bank of india, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

For and on behalf of the Board

Harish Lakshman ganesh Lakshminarayan

Chennai Vice-Chairman Chairman

May 26, 2022 DiN:00012602 DiN:00012583

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Mar 31, 2019

Report of the Board of Directors

Your Directors take the pleasure in presenting the Eighty Third Annual Report together with the accounts for the year ended March 31, 2019

1. State of Company’s affairs

1.1. Financial Performance

Investment profile of your company is across the various Group companies engaged / serving the automotive industry, as detailed below:

Sl. No. Name of investee Company		Businesses	Ownership of your Company
Subsidiary Companies
1	Rane (Madras) Limited (RML) Step-down Subsidiaries	Steering gear products, steering and suspension linkages, Die-casting products. Other article of aluminum.	61.64%
	a) Rane (Madras) International Holdings B.V.,	Holds strategic overseas investments	100.00%
	The Netherlands - (RMIH)
	(i) Rane Precision Die Casting	High pressure aluminum die casting for	100.00%
	Inc. USA (RPDC)	automotive applications
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	46.33%
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 (formerly Mainsee 1038. V V GmbH) (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)	Analytics and solutions to telemetric service providers	69.41%
	(formerly Telematics4u Services Private Limited)
Joint Venture Companies
7	Rane TRW Steering Systems Private Limited (RTSS)	Hydraulic steering gear, Hydraulic pumps, seat belt and Air Bags	50.0%
8	Rane NSK Steering Systems Private Limited (RNSS)	Manual steering columns and electric power steering.	49.0%

Dividend from investments, Trade mark fee out of ‘RANE’ trademark and Service fees, from Rane group companies are three mainstream incomes for the Company. The Company provides services in areas of Management Consultancy, Information Technology, Business Development and Human Resource trainings, which are unique and tailor-made to each of the Rane group companies in line with each subsidiaries vision and mission, business goals and operating models.

On long term strategic front, during the year, the Company divested its entire equity stake of 48.97% held in JMA Rane Marketing Limited, for a consideration of RS,12 crores in cash. Consequently, JMA Rane ceased to be a Joint Venture Company to RHL w.e.f. November 14, 2018. The Company has also withdrawn its Nominee directors on the board of JMA Rane effective from November 14, 2018.

The Company made further investments to the tune of RS,5.85 Crores in the form of Compulsorily Convertible Preference Shares (CCPS) in its subsidiary company Rane t4u Private Limited (Rt4u) towards supporting its expansion / growth plans and part of working capital requirements. As at the end of financial year March 31, 2019 the investment in CCPS of Rt4u stands at ''24.35 Crores.

The convertible warrants held by the Company in Rane (Madras) Limited viz., 3,65,630, were due for exercise before March 2019. After a careful consideration of various factors including the objective of the preferential issue made by RML in 2017, pursuant to which these warrants were allotted to the Company, the board of Directors duly exercised these warrants in December 2018 at the warrant exercise price of RS,14.99 crores and converted 3,65,630 warrants into equivalent number of equity shares having a face value of RS,10/each. These shares were allotted to the Company on December 28, 2018 resulting in an increase in shareholding of the Company in RML by 1.21% to 61.64%. There is no change in management or control of RML pursuant to this allotment.

As a part of the Company’s strategic initiative to consolidate shareholding in the other subsidiaries, the Company acquired through stock market under block deal mechanism, equity shares representing 3.75% in equity capital of Rane Engine Valve Limited at a price of ''454/- per share. During the year, the Company also made a creeping acquisition to the tune of 0.24% in the equity share capital of Rane Brake Lining Limited through open market purchases on stock exchanges. There is no change in management or control of these subsidiaries, during the year under review.

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

(RS, in Crore)

Particulars	2018-19	2017-18
Income	128.49	97.09
Profit before tax	87.49	58.79
Provision for tax	11.13	10.00
Profit after tax	76.36	48.79
Surplus brought forward	57.24	64.05
Total Comprehensive Income	76.89	48.67
Amount available for appropriation	89.69	57.24

Key Performance indicators, operational performance and balance sheet summary are furnished in page no. 6 of this annual report.

The total standalone income of the company was RS,128.49 crores, which represents 32.35% growth over the previous year, contributed by higher trade mark fee and dividend income. There was also one off income of RS,11.64 crores from sale of investments in JMA Rane Marketing Limited during the current year. The Company netted a profit before tax of ''87.49 crores, which is 68.09% of the turnover for FY 2018-19 and resulted in earnings per share of RS,53.48. for FY 2018-19 as against ''34.17 for previous FY.

There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements. There was no change in nature of business during the year.

1.2. Appropriation

The Board of Directors declared and paid an interim dividend of 80% (i.e., Rs,8.00 per equity share of Rs,10/each, fully paid-up) on February 27, 2019 to all the eligible shareholders whose name appeared in the register of members of the Company as on February 19, 2019, being the Record Date fixed for this purpose.

An amount of Rs,89.69 crores of the profit is available for appropriation. The Board has recommended a final dividend of 110% (i.e., Rs,11/- per equity share of Rs,10/each, fully paid-up) for approval by the shareholders at the ensuing 83^rd Annual General Meeting (AGM) scheduled to be held on August 08, 2019.

With that the total final dividend paid / payable for FY 2018-19 including the distribution tax and surcharge thereon would be RS,18,93,40,310. On declaration of final dividend by the shareholders, it will be paid on August 14, 2019 to all the eligible shareholders whose name appears in the register of members of the Company as on August 1, 2019 being the Record Date fixed for this purpose.

The Board has retained a sum of Rs,57.24 crores as surplus in the Profit and Loss Account after transferring RS,38.73 crores to the general reserve.

1.3. Management Discussion & Analysis

The main business of your Company is to hold strategic investment in subsidiaries and joint ventures (collectively called ‘Rane Group’) engaged in the manufacturing and marketing of components for transportation industry and also provides unique Services to Rane Group. A detailed analysis of the automotive industry, group companies’ performance, internal control systems, risk management etc. are discussed in a separate section in this Annual Report under the heading ‘Management Discussion & Analysis’.

1.4. Consolidated Financial Statements

Consolidated Financial Statements are prepared as per the following methodology specified under applicable accounting standards:

(a) Subsidiary Companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Non-controlling interest have been appropriately considered.

(b) Joint Venture Companies - Share of profits based on the percentage of share held has been consolidated.

The Consolidated Financial Statements of the Company are prepared based on the audited financial statement of the subsidiary companies and joint-venture companies, for the year ended March 31, 2019.

The financial statements of the subsidiary companies are not attached in terms of the provisions of Section 136 of the Companies Act, 2013, as the salient features of financial statement of these subsidiary companies are disclosed in this annual report. The Company undertakes to make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand. Annual accounts of the subsidiary companies have been made available in the website of the Company viz. https://www.ranegroup.com and is also made available for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include Financial Statements of its subsidiary companies.

2. Board of Directors

2.1. Composition

The Corporate Governance Report given in ‘Annexure D’ contains the composition of the Board of Directors of the Company.

There is no change in the composition of board of directors with reference to the previous year. The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company and available at http://ranegroup.com/ rhl_investors/ terms-conditions-appointment-id/

The Nomination and Remuneration Committee of the Board, at its meeting held on May 27, 2019 has recommended the appointment of Mr. Pradip Kumar Bishnoi (DIN: 00732640) as an Independent Director. The Board of Directors has taken into consideration the recommendations of NRC and has recommended the appointment of Mr. Pradip Kumar Bishnoi as an Non-Executive and Independent Director for a first term of five consecutive years at the ensuing Annual General Meeting.

Dr V Sumantran (DIN:02153989) was appointed as an Independent Director by the shareholders at the 80th AGM held on August 11, 2016 for a period of three years to hold office upto the 83^rd AGM. The NRC at its meeting held on May 27, 2019 has recommended the re-appointment of Dr V Sumantran as an Independent Director of the Company for a second term of five consecutive years from conclusion of the ensuing 83^rd AGM. The notice convening the 83^rd AGM seeks approval of the members for his re-appointment as an Independent Director.

The Corporate Governance report annexed to this report contains necessary disclosures regarding the Director proposed for appointment / re-appointment at the ensuing 83^rd AGM of the Company.

The Company has obtained a certificate from a company secretary in practice that none of the directors on the board of the company has been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Mr. Anjanikumar Choudhari (DIN: 00234208) Independent Director, retired as per the retirement policy of the Company, with effect conclusion of the Board meeting held on May 27, 2019. Mr Anjanikumar Choudhari has made significant contributions to various strategic and operating decisions of the board since his association from October 2010, as an Independent Director on the board and has served two terms as Independent Director. The Board places on record its appreciation for the services rendered by Mr. Anjanikumar Choudhari during his association with the Company as an Independent Director. Consequently, he also ceases to be the Chairman of Audit Committee and Nomination and Remuneration Committee and Member of Corporate Social Responsibility Committee, effective from conclusion of board of directors meeting held on May 27, 2019. The re-constitution of the committee approved by the Board of Directors at meeting held on May 27, 2019 are detailed in the Corporate Governance Report annexed to this report.

2.2. Retirement by Rotation

Mr. L Lakshman (DIN: 00012554) is retiring by rotation at the ensuing 83^rd AGM. Being eligible, he offers himself for re-appointment. The proposal for his re-appointment as a Director is included in the notice convening the 83^rd AGM.

2.3. Board Meetings

The schedule of meetings of the Board of directors and committees of the Board is circulated 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 120 days.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the quality, quantity and timeliness of flow of information between the management and the Board. The Independent Directors expressed that the current flow of information and contents were good to effectively perform their duties. They also reviewed the performance of the non-Independent Directors and the Board as a whole and the performance of the Chairman and Managing Director of the Company taking into account the views of other Non-Executive Directors.

3. Board and Management

3.1. Board Evaluation

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including Chairman and Managing Director of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors, as per the criteria laid down by Nomination and Remuneration Committee. The Chairman’s performance evaluation was also reviewed by Independent Directors at a separate meeting during the year.

The evaluation methodology, questionnaire and process were judiciously formulated taking into consideration following parameters of the Board’s functioning

a) Board structure and processes : Composition, appointment process, diversity, approach towards risk assessment, monitoring mechanism for any related party transactions, ethical standards and fairness in decision makings

b) Meetings and discussions: Adequacy, relevance of information, follow up actions, discussions and debate especially on critical and dissenting views, if any.

c) Board Information and functioning: Adequacy of time for strategic discussions, integrity of accounting and financial reporting systems and feedback of independent directors.

d) Board committee effectiveness: clarity of charter laid down, effectiveness of reports of the committees, its mandates and working procedures, its transparency and independency and contributions towards recommendations made to the board.

The individual directors’ evaluation were carried out with an unbiased approach through peer evaluation focussing on following areas:

a) Group dynamics i.e., exhibiting positive behaviours, framing of constructive contents and staying engaged while expressing honest opinions.

b) Competency attributes like having sufficient understanding and knowledge of the Company and operating sector and fulfilling functions assigned to them by the board and governing laws ; and

c) Commitment in terms of exercising own judgment, voicing independent opinions and responsibility towards the Company and its success.

The outcome of the evaluation also considered by the Nomination and Remuneration Committee while considering re-appointments of Directors on the board and appointment in various committees.

The Board acknowledged the key improvement areas emerging through this exercise and the Chairman discussed with the board members during the meetings, the action plans including revisiting the board meeting schedule to allow sufficient time for discussions on matters of strategic importance and scheduling directors’ visits to the manufacturing facilities and facilitating interaction with the business and functional heads.

Certain strategic discussions at the board and committee meetings brought to the fore were around long-term strategy in terms of industry trends, technology developments, measures to enhance productivity, innovation and competitiveness and sustainable business models.

Discussions on initiatives taken across the Rane group on areas like Human Resource development especially in the context of talent acquisition & management, succession planning, employee engagement, leadership development at Senior Management level and Information and Technology challenges, were given extensive time and focus by the Board.

3.2. Familiarization program for Independent Directors

The familiarization program for Independent Directors and details of familiarization program for independent Directors has been put up on the website and available at http://ranegroup.com/rhl_investors/familiarisation-programme-for-independent-directors/

3.3. Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr. J Ananth, Chief Financial Officer hold the office of Key Managerial Personnel within the meaning of Section 2(51) of the Companies Act, 2013. During the year, there was no change in the Key Managerial Personnel (KMP).

3.4. Remuneration Policy

The policy on appointment and remuneration of directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) laid down by the Nomination and Remuneration Committee (NRC) of the Board is available on the website of the Company http:// ranegroup.com/rhl_investors/policy-on-appointment-remuneration-of-directors-kmp-smp/

In accordance with the said policy and approval obtained from the shareholders vide postal ballot passed on May 16, 2017, Mr. L Ganesh, Chairman and Managing Director is entitled to a commission up to 2% of the net profits of the Company for FY 2018-19.

Also, in terms of approval obtained from the shareholders vide postal ballot passed on May 16, 2017, Mr. L Lakshman, Chairman Emeritus is entitled to a commission of RS,1.00 crore for FY 2018-19 and advisory fee of RS,1.00 crore.

In addition to the approval already obtained from shareholders by way of a special resolution under Section 197 of the Companies Act, 2013 and the Rules made there under, specific approval of shareholders is sought again, pursuant to the provisions of Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI LODR), for payment of commission and advisory fee to Mr. L Lakshman for the year 2019-20.

The details of remuneration paid / payable to the Directors during the financial year 2018-19, is furnished in the Corporate Governance report annexed to this report of the Board.

4. Audit

4.1. Audit Committee

The terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance Report section of the Annual Report. The Audit Committee of the Board acts in accordance with the above terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 2013 (Act) and Regulation 18 of SEBI LODR and other applicable provision of SEBI LODR, as amended from time to time.

4.2. Statutory Auditors

M/s. Deloitte Haskins and Sells (DHS) were re-appointed by the shareholders at the 80^th AGM (AGM 2016), as Statutory Auditors of the Company for a second term of five consecutive years.

DHS has confirmed that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made there under. DHS has also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India.

DHS has not reported any matter under Section 143(12) of the Companies Act, 2013 requiring disclosure under Section 134(3)(ca) of the Companies Act, 2013.

The statutory auditor’s report to the members for the year ended March 31, 2019 does not contain any qualification, reservation, adverse remark or disclaimer.

4.3. Cost Audit & Maintenance of Cost Records

Appointment of Cost auditor is not applicable to the Company under Companies (Cost Records and Audit) Rules, 2014. Further, the maintenance of cost records as prescribed under provisions of Sec 148(1) of the CA 2013 are not applicable for the business activities carried out by the Company.

4.4. Secretarial Auditors

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in Practice, are the Secretarial Auditors of the Company. The Secretarial Audit report given in ‘Annexure B’ was taken on record by the Board of Directors at its meeting held on May 27, 2019. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Annual Secretarial Compliance report, (hereinafter referred to as ‘compliance report’), for FY 2018-19 issued by M/s. S Krishnamurthy & Co., the secretarial auditors of the Company, have confirmed compliance with securities law applicable to the Company and the same has been taken on record by the board of directors at their meeting held on May 27, 2019. The compliance report does not contain any qualification, reservation, adverse remark or disclaimer and the board has approved filing of the same with the stock exchanges.

4.5. Internal Auditors

M/s. Capri Assurance and Advisory Servicies, a firm of independent assurance service professionals, continues to be the Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve efficiency in operations.

The Internal Auditors report directly to the Audit Committee and the Audit Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the internal audit, has taken into consideration their confirmation to the effect that their infrastructure viz internal audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

For FY 2018-19, the Audit Committee has taken on record their certification to the effect that:

a) They have evaluated the internal control systems and risk management systems and reviewed the risk management systems and the management’s process of identification and mitigation of risks and controls;

b) There were no significant findings requiring follow-up there on and there were no matters of suspected fraud or irregularity or a failure of internal control systems of material nature requiring investigation or reporting to the audit committee/ board;

c) Internal control systems of the Company for financial reporting are adequate and are operating 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 reporting during the year under review;

f) There were no instances of fraud or involvement therein of management or an employee having a significant role in the entity’s internal control system over financial reporting and

g) The Company has a proper system for ensuring compliance with all applicable laws and the same is adequate and working effectively.

5. Directors’ Responsibility Statement

I n terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the directors, to the best of their knowledge and belief based on the information and explanations obtained by them, confirm that:

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

b) t hey had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) t hey had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

d) they had prepared the financial statements for the financial year on a ‘going concern’ basis;

e) t hey had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and

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

6. Related Party Transactions

All related party transactions that were entered into during the financial 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 the promoters, Directors, management or relatives or subsidiaries etc., except for those disclosed in ‘Annexure A’ to this report. There are no materially significant related party transactions made by the Company with Related Parties which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis. The Company has put in place proper system for identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the link: http://ranegroup.com/rhl_investors/ policy-on-related-party-transactions/

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material financial and commercial transactions, where they have personal interest, which may have potential conflict with interest of the Company at large.

7. Corporate Social Responsibility (CSR)

The Rane Group’s vision on Corporate Social Responsibility (CSR) is: “To be socially and environmentally responsive organization committed to improve quality of life within and outside”. The CSR activities of Rane Group focus on four specific areas of (a) Education (b) Healthcare (c) Community Development and (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh and Mr. Anjanikumar Choudhari as its members. The attached ‘Annexure C’ contains the annual report on CSR activities of the Company for FY 2018-19. The CSR policy of the Company is posted on our website at the link http://ranegroup.com/rhl_investors/ corporate-social-responsibility-policy/

8. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption are not applicable to the Company.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

Foreign Exchange earnings and outgo

Amount in RS,Crores

Foreign Exchange	2018-19	2017-18
Earnings	0.38	0.71
Outgo	0.36	0.39

9. 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 of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the full version of the Annual Report. The full version of the Annual Report is available for inspection by the members at the registered office during business hours on a working day of the Company up to the date of the ensuing Annual General Meeting. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their e-mail address and is available on the Company’s website www.ranegroup.com.

10. Corporate Governance Report

Your Company is a leader in compliance with the corporate governance norms under the SEBI regulations. The Corporate Governance report and the certificate issued by the Statutory Auditors are available in ‘Annexure D’ to this report.

11. Business Responsibility Reporting

Business Responsibility Reporting for FY 2018-19 is annexed as ‘Annexure F’ to this report.

12. Other Disclosures

a) Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b) The Internal control systems and adequacy are discussed in detail 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 future operations.

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

e) The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 in form MGT-9 is available on the website of the Company

at www.ranegroup.com and in ‘Annexure E’ to this report.

f) The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per section 118(10) of the Companies Act, 2013.

g) The Company does not accept any deposit falling under the provisions of sectionRs,73 of the Companies Act, 2013 and the rules framed there under.

h) The Company has established a formal vigil mechanism named ‘Rane Whistle Blower Policy’ for reporting improper or unethical practices or actions which are volatile of the code of conduct of the Company.

i) The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of Presiding Officers and 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 in accordance with provisions of the Companies Act, 2013, as amended from time to time.

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

There was no complaints reported during the year under review through this mechanism.

j) Electronic copies of the Annual report and the notice convening the 83^rd Annual General meeting (AGM) would be sent to the members whose email address are registered with the Company or their respective Depository Participants. For members who have not registered their email address, physical copies of the Notice and Annual Report and would be sent in the permitted mode.

For and on behalf of the Board

L Ganesh Harish Lakshman

Chennai Chairman and Managing Director Vice Chairman

May 27, 2019 DIN: 00012583 DIN:00012602

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Mar 31, 2018

The directors take the pleasure in presenting the Eighty Second Annual Report together with the accounts for the year ended 31 March, 2018.

1. State of Company’s affairs

1.1 Financial Performance

Your Company’s investment profile is as given below:

Sl.	Name of investee company	Products	Ownership of
No.			your Company
Subsidiary companies
1	Rane (Madras) Limited Stepdown Subsidiaries	Steering gear products, steering and suspension linkages, Die-casting products. Other article of aluminium.	60.44%
	a) Rane (Madras) International Holdings B.V.,	Holds strategic overseas investments	100.0%
	The Netherlands
	(i) Rane Precision Die Casting Inc.	High pressure aluminium die casting for automotive applications	100.0%
2	Rane Engine Valve Limited	Engine valves, valve guides and tappets	51.07%
3	Rane Brake Lining Limited	Brake linings, disc pads, clutch facing and clutch button	46.09%
4	Rane Holdings America Inc.	Providing business development services in North American region for Rane Group Companies	100.0%
5	Rane Holdings Europe GmbH (formerly Mainsee 1038. V V GmbH)	Providing business development and other related support services for Rane Group Companies in the European region	100.0%
6	Rane t4u Private Limited (formerly Telematics4u Services Private Limited)	Analytics and solutions to telematics service providers	69.41%
Joint Venture Companies
7	Rane TRW Steering Systems Private Limited	Hydraulic steering gear, Hydraulic pumps, Seat belt and Air Bags	50.0%
8	Rane NSK Steering Systems Private Limited	Manual steering columns and electric power steering.	49.0%
9	JMA Rane Marketing Limited	Automotive component trading with Pan India dealer network.	48.97%

The Company’s income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of ‘RANE’trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and manpower training.

During the year the Company acquired 69.41% equity in Telematics 4u Services Private Limited (t4u), a Bengaluru based telematics company which offers customized analytics-rich end-to-end telematics solutions for various transportation and asset tracking requirements in India and other countries across South Asia, Middle East and Africa. t4u was subsequently renamed as Rane t4u Private Limited (Rane t4u). The investments in Rane t4u amount to Rs.19.76 crores through a combination of equity (Rs. 1.26 crores) and Compulsorily Convertible Preference Shares (CCPS) (Rs. 18.50 crores), as at the end of financial year 31 March, 2018. During April & May 2018, the Company has further invested Rs.3 crores through subscribing to CCPS at par.

The Company had also increased its equity shareholding in its listed subsidiary Rane (Madras) Limited (RML) from 56.31% to 60.44% by subscribing to a preferential issue of 10,96,892 equity shares and 3,65,630 convertible warrants for an aggregate Rs.65 crores. The warrants are convertible into equivalent equity shares within a period of 18 months from the date of allotment i.e on or before 11 March, 2019 subject to payment of balance consideration Rs.15.00 crores (warrant exercise price).

Rane (Madras) Limited had on 21 September, 2017, redeemed at par the entire 82,32,164 fully paid-up 6.74% Cumulative Redeemable Preference Shares (CRPS) of Rs.10/- each, held by the Company.

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

(Rs. in crores)

Particulars	2017-18	2016-17
Income	97.09	98.81
Profit before tax	58.79	62.75
Provision for tax	10.00	12.95
Profit after tax	48.79	49.80
Surplus brought forward	64.05	19.97
Total Comprehensive Income	48.67	49.86
Amount available for appropriation	57.24	64.05

Note: The figures for FY 2016-17 have been restated as per applicable Indian Accounting Standards.

Key Performance indicators, operational performance and balance sheet summary are furnished in Page No. 6 of this annual report.

In the preparation of the financial statements for the financial year 2017-18, the Company has adopted Ind AS and the transition date is 01 April, 2016.

During the year, income of your Company had marginally decreased by 1.7% over that of the previous year The earnings per share for the year 2017-18 is Rs.34.11 compared to last year Rs.35.00

There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements. There was no change in nature of business during the year.

1.2 Appropriation

During the year 2017-18, the Board of Directors declared an interim dividend of 55% (i.e., Rs.5.50 per equity share of Rs.10/- each, fully paid-up) and the same was paid on 26 February, 2018 to all the eligible shareholders whose name appeared in the registered of members of the Company as on 16 February, 2018, being the Record Date fixed for this purpose. The Board of Directors of the Company at their meeting held on 07 May, 2018 have considered and recommended a final dividend of 90% (i.e., Rs.9/per equity share of Rs.10/- each, fully paid-up) for approval of the shareholders at the ensuing eighty-second Annual General Meeting (AGM) to be held on 02 August, 2018.

The total final dividend amount inclusive of distribution tax and surcharge thereon would be Rs.15.49 crores. The final dividend, if declared by the shareholders, will be paid on 09 August, 2018 to all the eligible shareholders whose name appears in the register of members of the Company as on 26 July, 2018, being the Record Date fixed for this purpose.

An amount of Rs.57.24 crores is available for appropriation after transferring Rs.38.73 crores to the General Reserve

1.3 Management Discussion & Analysis

Your Company holds strategic investment in subsidiaries and joint ventures (collectively called ‘Rane Group’) engaged in the manufacturing and marketing of components for transportation industry and also provides management and other services to Rane Group. A detailed analysis of the automotive industry, group companies’performance, internal control systems, risk management etc. are discussed in a separate section in this Annual Report under the heading ‘Management Discussion & Analysis’.

1.4 Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

(b) Joint Venture companies - Share of profits based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared generally based on the audited financial statement of the subsidiary companies and joint-venture companies, for the year ended 31 March, 2018.

In terms of Section 136 of the Companies Act, 2013 the Company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies duly audited by the auditors are disclosed in this annual report. The Company undertakes to make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand. The annual accounts of the subsidiary companies have been posted in the website of the Company viz. https://www.ranegroup.com and also kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

2. Board of directors

2.1 Composition

The composition of the board of directors of the Company is furnished in the Corporate Governance Report annexed to this report.

During the year, Mr. Rajeev Gupta (DIN: 00241501) was appointed as an additional director (Independent) by the Board of Directors with effect from 31 August, 2017 to hold office till the ensuing AGM. The Board has recommended to the members his appointment as an Independent Director for a term of five consecutive years viz. till 31 August, 2023.

Mr. Shujaat Khan (DIN: 00526891) did not to seek re-appointment as an Independent Director at the previous AGM due to his other professional commitments and consequently ceased to be a director on the Board of the Company effective conclusion of 81^st AGM i.e. 31 August, 2017.

Dr. (Ms.) Sheela Bhide (DIN: 01843547) was appointed as an Independent Director by the shareholders at the 79^th AGM held on 12 August, 2015, for a period of three years to hold office up to the conclusion of the ensuing 82^nd AGM.

The Nomination and Remuneration Committee at its meeting held on 07 May, 2018, have recommended the appointment of Mr. Rajeev Gupta and re-appointment of Dr. (Ms.) Sheela Bhide for a second term as Independent Director(s). The notice convening the 82^nd AGM seeks approval of the members for their appointment / re-appointment as Independent Directors.

All the independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

2.2 Retirement by rotation

At the ensuing Annual General Meeting (AGM), Mr. Harish Lakshman (DIN: 00012602) retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

2.3 Board meetings

A calendar of meetings is prepared and circulated in advance to the directors. During the year five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening period between any two consecutive meetings was less than 120 days.

2.4 Meeting of Independent Directors

During the year, one separate meeting of Independent Directors was held. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board at the meeting and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties. They also reviewed the performance of the non-independent directors and the Board as a whole and the performance of the chairman of the Company taking into account the views of executive directors and non-executive directors.

3. Board and management

3.1 Board evaluation

During the year, a formal process for annual evaluation of performance of Board, its committees and directors individually was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 (CA 2013) and SEBI LODR.

The criteria for evaluation of board and its committees were founded on the structure and processes, meetings and discussions, board information and functioning and committee effectiveness. The guiding standards for the assessment of performance of directors (including the independent directors) were founded on aspects relating to their group dynamics, competency and commitment to the success of the Company.

For evaluation of performance of the Chairman additional aspects like institutional image building, providing guidance on strategy and performance, maintaining an effective and healthy relationship between the Board and the management were taken into consideration.

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the Board and the Company. The Nomination and Remuneration Committee, reviews and make recommendations to the Board, from time to time, for ensuring an optimum composition of the Board and its committees, induction of Directors into the Board, participation in Board effectiveness and evaluation process. The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering re-appointment of Directors and their appointment in various committees of the Board.

3.2 Familiarisation program for independent directors

The familiarisation program for independent directors and details of familiarization programmes to independent directors are available at http://ranegroup.com/rhl_investors/familiarisation-programme-for-independent-directors/

3.3 Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr. J Ananth, Chief Financial Officer hold the office of Key Managerial Personnel under the Companies Act, 2013. During the year, there was no change in the Key Managerial Personnel.

3.4 Remuneration policy

The Nomination and Remuneration Committee has laid down a policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The same is annexed herewith as ‘Annexure A’.

The details of remuneration paid / payable to the directors during the financial year 2017-18 is furnished in the Corporate Governance report annexed to this Report of the Board of Directors

4. Audit

4.1 Audit Committee

I n terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR, the Audit Committee of the Board acts in accordance with terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

4.2 Statutory Auditors

M/s. Deloitte Haskins and Sells (DHS) were re-appointed by the shareholders at the eightieth AGM (AGM 2016), as Statutory Auditors of the Company for a second term of five consecutive years to hold office until the conclusion of the eighty fifth AGM (AGM 2021). Subject to notification of the relevant provisions of the Companies (Amendment) Act, 2017, their appointment may have to be ratified by the members at every AGM in accordance with Section 139 of the Companies Act, 2013 read with applicable rules made thereunder. In the event of notification of the aforesaid amendment, the requirement for ratification would be infructuous and shall be dispensed with.

The Company has received letter from DHS consenting for the appointment and confirmation to the effect that their appointment for the 2018-19, if ratified, would be within the limits and that they are free from any disqualification specified in section 141 of the Companies Act, 2013 and the rules made thereunder. DHS have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. The statutory auditors report to the members for the year ended 31 March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

4.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. S Krishnamurthy & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2017-18 is annexed herewith as ‘Annexure B’. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

4.4 Internal Auditors

The Company continues to engage M/s. Capri Assurance and Advisory Services, a firm of independent assurance service professionals, as Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve efficiency in operations.

5. Directors’ Responsibility Statement

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

i. in the preparation of the financial statements for the financial year 2017-18, the applicable accounting standards had been followed and there were no material departures;

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

iv. they had prepared the financial statements for the financial year on a ‘going concern’basis;

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

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

6. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and do not have any potential conflict with the interest of the Company at large. There are no materially significant related party transactions made by the Company with Related Parties, except for those disclosed in ‘Annexure C’to this report of the Board of Directors.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The Company has put in place proper system for identification and monitoring of such transactions. The policy on Related Party Transactions and material subsidiaries as approved by the Board is uploaded on the Company’s website (http://ranegroup. com/rhl_investors/policy-on-related-party-transactions/ and http://ranegroup.com/rhl_investors/rhl-policy-on-material-subsidiaries/). Save as disclosed elsewhere in this report, none of the Directors or Key Managerial Personnel or Senior Management Personnel has any material financial and commercial transactions, where they have personal interest, which may have potential conflict with interest of the Company at large.

7. Corporate Social Responsibility (CSR)

The Rane Group’s vision on Corporate Social Responsibility (CSR) is “To be socially and environmentally responsive organization committed to improve quality of life within and outside”. The CSR activities of Rane Group focus on four specific areas of (a) Education (b) Healthcare (c) Community Development and (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh and Mr. Anjanikumar Choudhari as its members. The Annual Report on CSR activities carried out during the year 2017-18 is annexed as ‘Annexure D’. The CSR policy of the Company is available in the Company’s website http://ranegroup.com/rhl_investors/ corporate-social-responsibility-policy/

8. Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption are not applicable to the Company.

The disclosure foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

9. 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 of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the Annual Report. Having regard to the provisions of first proviso to sub-section (1) of Section 136 of the Act, the Annual Report excluding the aforesaid information is sent to the members. The said information is available for inspection by the members at the registered office during business hours on a working day of the Company up to the date of the ensuing Annual General Meeting. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their e-mail address and is available on the Company’s website www.ranegroup.com.

10. Corporate Governance Report

Your Company has complied with the corporate governance requirements pursuant to Regulation 34 and schedule V of SEBI LODR. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as ‘Annexure F’.

11. Other disclosures

a) Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b) The Internal control systems and adequacy are discussed in detail 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 future operations.

d) The details forming part of the extract of the Annual Return under Section 92(3) of the Companies Act, 2013 in form MGT-9 is annexed herewith as ‘Annexure E’.

e) The Company has complied with the applicable secretarial standards viz., SS-1 on Meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per section 118(10) of the Companies Act, 2013.

f) The Company does not accept any deposit falling under the provisions of section 73 of the Companies Act, 2013 and the rules framed thereunder.

g) The Company has established a formal vigil mechanism named ‘Rane Whistle Blower Policy’for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company.

h) The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper mechanism across the Company. There was no case reported during the year under review through this mechanism.

For and on behalf of the Board

Harish Lakshman L Ganesh

Chennai Vice Chairman Chairman &

07 May, 2018 DIN:00012602 Managing Director

DIN: 00012583

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Mar 31, 2017

Report of the Board of Directors

The directors take the pleasure in presenting the Eighty First Annual Report together with the accounts for the year ended 31 March, 2017,

1. Financial Performance

Your Company''s investment profile is as given below:-

Sl. No.	Name of investee company	Products/Services	Ownership of your Company
Subsidiary companies
1	Rane (Madras) Ltd,	Steering gear products, steering and suspension linkages, Diecasting products, Other article of aluminium,	56,30%
	a) Rane (Madras) International	Hold strategic overseas investments
	Holdings B,V, , The Netherlands - (RMIH)		100,00%
	(i) Rane Precision Die Casting Inc,, (RPDC)	High pressure aluminium die casting for automotive applications	100,00%
2	Rane Engine Valve Ltd,	Engine valves, valve guides and tappets	51,10%
3	Rane Brake Lining Ltd,	Brake linings, disc pads, clutch facings and clutch buttons	46,10%
4	Rane Holdings America Inc,, USA	Providing business development services in North American region for Rane Group Companies	100,00%
5	Rane Holding Europe GmbH, Germany (being renamed from Mainsee 1038, VV GmbH)	Providing business development and other related support services for Rane Group companies in the European countries	100,00%
Joint Venture Companies
6	Rane TRW Steering Systems Private Ltd,	Hydraulic steering gear, Hydraulic pumps, Seat belt and Air Bags	50,00%
7	Rane NSK Steering Systems Private Ltd,	Manual steering columns and electric power steering	49,00%
8	JMA Rane Marketing Ltd,	Automotive component trading with Pan India dealer network	48,97%

The Company''s income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of ''RANE'' trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and manpower training.

During the year under review the Company had divested the entire equity shareholding of 45,2% in SasMos HET Technologies Limited (SasMos) considering various factors with a view to streamline and consolidate investments in the automotive, aerospace and defence sectors in alignment with the vision of Rane group.

The Company established a Wholly Owned Subsidiary (WOS) in Germany during March, 2017, to provide business development and other related support services for Rane group companies in the European region through acquisition of 100% equity shares of a newly incorporated company Mainsee 1038, V V GmbH, This WOS is being renamed as Rane Holdings Europe GmbH.

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

(Rs. Crores)

Particulars	2016-17	2015-16
Income	98,80	75,85
Profit before tax	62,81	42,90
Provision for tax	12,95	7,25
Profit after tax	49,86	35,65
Surplus brought forward	17.18	12,88
Amount available for appropriation	61,26	32,72

Key Performance indicators, operational performance and balance sheet summary are furnished in Page No 10-11 of this annual report.

During the year, income of your Company had increased by 30,26% over that of the previous year, The earnings per share for the year 2016-17 increased to Rs. 34,92 as compared to that of last year Rs. 24,97.

There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements, There was no change in nature of business during the year,

2. Appropriation

During the year 2016-17, the board of directors declared an interim dividend of 35% (i,e,, Rs. 3,50 per equity share of Rs. 10/- each, fully paid-up) and the same was paid on February 27, 2017 to all the eligible shareholders whose name appeared in the registered of members of the Company as on February 21, 2017, being the Record Date fixed for this purpose, The board of directors of the Company at their meeting held on May 26, 2017 have considered and recommended a final dividend of 50%,fi,e,, Rs. 5/- per equity share of Rs. 10/each, fully paid-up) for approval of the shareholders at the ensuing eighty-first Annual General Meeting (AGM) to be held on August 31, 2017.

The total dividend amount inclusive of distribution tax and surcharge thereon would be Rs. 8,59 Crores, The final dividend, if declared by the shareholders, will be paid on September 7, 2017 to all the eligible shareholders whose name appears in the register of members of the Company and records of depositories as on August 24, 2017, being the Record Date fixed for this purpose.

A sum of Rs. 6126 Crores has been retained as surplus in the Profit and Loss Account,

3. Management Discussion & Analysis

Your Company holds strategic investment in subsidiaries and joint ventures (collectively called ''Rane Group'') engaged in the manufacturing and marketing of components for transportation industry and also provides management and other services to Rane Group, A detailed analysis of the automotive industry, group companies'' performance, internal control systems, risk management etc, are discussed in a separate section in this Annual Report under the heading ''Management Discussion & Analysis'',

4. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:-

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent, Minority interests have been appropriately considered,

(b) Joint Venture companies - each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies,

(c) Associate company - share in the profit after tax based on the percentage of share held has been consolidated,

The consolidated financial statements of the Company are prepared based on the audited financial statement of the subsidiary companies and joint-venture companies, for the year ended March 31, 2017. As regards the associate company, the financial statements for the period ended February 28, 2017, have been considered for the purpose of consolidation, since the Company had divested the entire shareholding, before the end of the financial year 2016-17 ,

In terms of Section 136 of the Companies Act, 2013 the Company has not attached the financial statements of the subsidiary companies, However, the financial information of the subsidiary companies duly audited by the auditors are disclosed in this annual report, The Company undertakes to make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand, The annual accounts of the subsidiary companies have been posted in the website of the Company viz, https:// www,ranegroup,com and also kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies, The consolidated financial statements presented by the Company, which form part of this annual report are based on the financial statements of its subsidiary companies,

5. Board of directors

5.1 Composition

The composition of the board of directors of the Company is furnished in the Corporate Governance Report as ‘Annexure-E'' to this report,

During the year, Dr, (Mr,) V Sumantran was appointed by the members, as Independent Director effective May 27, 2016 till the conclusion of eighty-third AGM (2019),

During the year, Mr, L Lakshman, Executive Chairman of the Company relinquished his executive role in the Company after being at the helm for over 25 years, Mr, Anil Kumar Nehru, Independent Director retired on attaining the age of 75 years as per the retirement policy of the Company, effective conclusion of board meeting held on May 27, 2016.

The board of directors at its meeting held on March 31, 2017 placed on record the immense contribution made by Mr, L Lakshman in the transformation of Rane Group under his leadership and requested him to continue as a nonexecutive director, Further, the Nomination and Remuneration Committee (NRC), recognizing his contribution towards development of the Company and the Rane group and his vast expertise, experience and knowledge of the industry especially on areas like Business Strategies, Human Resource, Total Quality Management, Information Technology, etc,, recommended to the board it would be in the long term interest of the Company and the Rane group, if, Mr, L Lakshman continues to guide the Company,

Taking into consideration the request of the board, Mr, L Lakshman consented to continue on the board in a non-executive capacity, providing guidance and mentorship to the executive management, advisory support in initiatives of strategic importance to the Group''s future growth plans of entering new business areas in India as well as plans for expansion in overseas markets.

Based on the recommendations of the Nomination and Remuneration Committee, the board unanimously approved the continuation of Mr, L Lakshman as Non-Executive Director and designated him as ''Chairman Emeritus'' of the Company for a period of four years with effect from April 1, 2017 on such terms and conditions subsequently approved by the shareholders.

In recognition of the value of guidance and mentorship of Chairman Emeritus, the shareholders of the Company have approved vide postal ballot that Mr, L Lakshman be paid a commission up to 2% of the profits of the Company, subject to a ceiling of Rs. 1 Crore per annum, effective April 1, 2017. The shareholders have also approved that Mr, L Lakshman be paid advisory fees upto a sum of Rs. 1 Crore per annum, for advisory services rendered by him towards initiatives in areas of importance and unique to the growth and development of the Rane group, Given his professional capacity, qualification, experience and insight in the automotive industry, the remuneration is in line with the present industry practices and standards.

The board of directors at their meeting held on March 31, 2017 appointed Mr. L Ganesh as Managing Director in the designation of ''Chairman'' for a period of three years with effect from April 1, 2017. The shareholders have approved his appointment and terms, including remuneration payable to him vide postal ballot.

Mr. Anjanikumar Choudhari (DIN: 00234208) and Mr. Shujaat Khan (DIN: 00526891) were appointed as Independent Directors by the shareholders at the 78^th AGM held on August 12, 2014, for a period of three years, to hold office upto the conclusion of the ensuing 81^st AGM.

Mr. Shujaat Khan has expressed his intention not to seek re-appointment at the ensuing 81^st AGM, due to his other professional commitments.

The Nomination and Remuneration Committee at its meeting held on May 26, 2017, have recommended the re-appointment of Mr. Anjanikumar Choudhari as an Independent Director, for a second term of three consecutive years viz., from the conclusion of the ensuing 81^st AGM till the conclusion of 84^th AGM or August 30, 2020, whichever is earlier, The notice convening the 81^st AGM seeks approval of the members by way of special resolution for his re-appointment as an Independent Director for a second term,

All the independent directors have affirmed that they satisfy the criteria laid down under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR),

5.2 Retirement by rotation

At the ensuing Annual General Meeting (AGM), Mr. L Lakshman (DIN: 00012554) retires by rotation and being eligible, offers himself for re-appointment, The notice convening the AGM includes the proposal for his re-appointment as director,

5.3 Board meetings

A calendar of meetings is prepared and circulated in advance to the directors, During the year 5 (five) Board Meetings were convened and held, The details of which are given in the Corporate Governance Report, The intervening period between two consecutive meetings was less than 120 days,

5.4 Meeting of Independent Directors

During the year, one separate meeting of Independent Directors was held, In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board at the meeting and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties, They also reviewed the performance of the non-independent directors and the board as a whole and the performance of the chairperson of the Company taking into account the views of executive directors and nonexecutive directors,

6. Board and management

6.1 Board evaluation

During the year, a formal process for annual evaluation of performance of Board, its committees and directors individually was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 (CA 2013) and SEBI LODR,

The criteria for evaluation of board and its committees were founded on the structure, composition, board-management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning, The guiding standards for the assessment of performance of directors (including the independent directors) were their attendance and participation at board meetings, sharing of their relevant domain expertise, networking in other forums, their strategic inputs and demonstration towards governance compliances,

For evaluation of performance of the Chairman additional aspects like institutional image building, providing guidance on strategy and performance, maintaining an effective and healthy relationship between the board and the management were taken into consideration,

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the board and the Company, The Nomination and Remuneration Committee, reviews and make recommendations to the board, from time to time, for ensuring an optimum composition of the board and its committees, induction of directors into the board, participation in board effectiveness and evaluation process, The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering re-appointment of directors and their appointment in various committees of the board,

6.2 Familiarisation program For independent directors

The familiarisation program for independent directors and details of familiarization programmes to independent directors are available at http://ranegroup,com/rhlinvestors,html

6.3 Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr, J Ananth, Chief Financial Officer hold the office of Key Managerial Personnel under the Companies Act, 2013,

During the year, there was no change in the Key Managerial Personnel.

6.4 Remuneration policy

The Nomination and Remuneration Committee has laid down a policy on appointment and remuneration of directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP), The same is annexed herewith as ‘Annexure - A'',

7. Audit

7.1 Audit Committee

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR, the Audit Committee of the Board acts in accordance with terms of reference prescribed therein, Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report,

7.2 Statutory Auditors

M/s Deloitte Haskins and Sells (DHS) were re-appointed by the shareholders at the eightieth AGM (AGM 2016), as Statutory Auditors of the Company for a second term of five consecutive years to hold office until the conclusion of the eighty fifth AGM (AGM 2021).Their appointment is however, subject to ratification by members at every AGM in accordance with Section 139 of the Companies Act, 2013 read with applicable rules made thereunder,

The Company has received letter from DHS consenting for the appointment and confirmation to the effect that their appointment for the 2017-18, if ratified, would be within the limits and that they are free from any disqualification specified in Section 141 of the Companies Act, 2013 and the rules made thereunder, DHS have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India, The statutory auditors report to the members for the year ended March 31, 2017 does not contain any qualification, reservation, adverse remark or disclaimer,

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013,

7.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S Krishnamurthy & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company, The report on the Secretarial Audit carried out for the year 2016-17 is annexed herewith as ‘Annexure -B''. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

7.4 Internal Auditors

The Company continues to engage M/s, Capri Assurance and Advisory Services, a firm of independent assurance service professionals, as Internal Auditors of the Company, Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas, Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve efficiency in operations.

8. Directors'' Responsibility Statement

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

i, in the preparation of the financial statements for the financial year 2016-17, the applicable accounting standards had been followed and there were no material departures;

ii, they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii, they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

iv, they had prepared the financial statements for the financial year on a ''going concern'' basis;

v, they had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and

vi, they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively,

9. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business, There were no materially significant related party transactions made by the Company with Related Parties which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval, Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature, The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The Company has put in place proper system for identification and monitoring of such transactions, The policies on Related Party Transactions and Material Subsidiaries as approved by the Board is uploaded on the Company''s website link (http://ranegroup.com/pdf/policies/rhlrpt.pdf and http://www,ranegroup,com/pdf/policies/rhlmsp,pdf), None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material financial and commercial transactions, where they have personal interest, which may have potential conflict with interest of the Company at large.

10. Corporate Social Responsibility (CSR)

The vision on Corporate Social Responsibility (CSR) is: "To be socially and environmentally responsive organization committed to improve quality of life within and outside”. The CSR activities of Rane Group focus on four specific areas of (a) Education (b) Healthcare (c) Community Development (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Mr. L Ganesh and Mr. Anjanikumar Choudhari as its members, The Annual Report on CSR activities carried out during the year 2016-17 is annexed as ''Annexure C''. The CSR policy of the Company is available in the Company''s website (http://www.ranegroup.com/pdf/ policies/rhlcsr,pdf)

11. Fixed Deposits

Your Company does not accept any deposit from public in terms of Section 73 of the Companies Act, 2013 and the rules framed thereunder.

12. Energy conservation, technology absorption and Foreign exchange earnings and outgo

The Company is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption are not applicable to the Company,

The disclosure foreign exchange earnings and outgo, in terms of provisions of Section 134 (3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

Foreign Exchange earnings and outgo

Rs. in Lakhs

Foreign Exchange	2016-17	2015-16
Earnings	4,350	Nil
Outgo	67	48

13. 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 of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the ‘Annexure D'' to this report.

14. Corporate Governance Report

Your Company has complied with the corporate governance requirements pursuant to Regulation 34 and schedule V of SEBI LODR. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as ‘Annexure E'',

15. Other disclosures

a, Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b, The Internal control systems and adequacy are discussed in detail 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 future operations.

d, The details forming part of the extract of the Annual Return under Section 92(3) of the Companies Act, 2013 in form MGT-9 is annexed herewith as ''Annexure F''.

e, The Company has established a formal vigil mechanism named ''Rane Whistle Blower Policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company.

f, The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment, The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper mechanism across the Company, There was no case reported during the year under review through this mechanism.

For and on behalf of the Board

Chennai L Ganesh

May 26, 2017 Chairman & Managing Director

---

Mar 31, 2016

The directors take the pleasure in presenting the Eightieth Annual
Report together with the accounts for the year ended 31 March, 2016.

1. Financial Performance

Your Company''s investment profile is as given below:-

Ownership of
Sl.
No. Name of investee company Products /
Services your
Company
Subsidiary companies

1 Rane (Madras) Ltd. Steering gear
products, steering
and suspension
linkages,
Die-casting 56.3%
products. Other
article of
aluminums.

a) Rane (Madras)
International Hold strategic
overseas
investments 100%
Holdings B.V. , The
Netherlands - (RMIH)

(i) Rane Precision Die
Casting Inc.,
(RPDC) High pressure
aluminums die
casting for
automotive
applications 100%

2 Rane Engine Valve Ltd.* Engine valves,
valve guides
and tappets 51.1%

3 Rane Brake Lining Ltd. Brake linings,
disc pads, clutch
facing and clutch
button 46.1%

4 Rane Holdings
America Inc. Providing business
development
services in North
American region 100.0%

for Rane Group
Companies
Joint Venture
Companies *

5 Rane TRW Steering
Systems Hydraulic
steering
gear, Hydraulic
pumps, seat belt
and Air Bags 50.0%
Private Ltd.

6 Rane NSK Steering
Systems Manual steering
columns and
electric power
steering. 49.0%
Private Ltd.

7 JMA Rane Marketing
Ltd. Automotive
component trading
with Pan India
dealer network. 49.0%

Associate companies

8 SasMos HET
Technologies Ltd. Design,
prototyping and
manufacture of
customized
electric 45.2%
solutions for
defense and
aerospace
applications.

The Company''s income stream comprises of (i) dividend from
the above investments, (ii) trademark fee for use of ''RANE''
trademark and (iii) service fee from the group companies for
providing services in the areas of management, information
technology, business development and infrastructure.

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

(Rs, Crores)

Particulars 2015-16 2014-15

Income 75.85 59.94

Profit before tax 42.90 32.68

Provision for tax 7.25 6.76

Profit after tax 35.65 25.92

Surplus brought forward 12.88 82.44

Amount available
for appropriation 32.72 108.36

Key Performance indicators, operational performance and balance sheet
summary are furnished in Page No. 4-5 of this annual report.

During the year, income of your Company had increased by 26.54% over
that of the previous year. The earnings per share for the year 2015-16
was Rs, 24.97 compared to last year Rs, 18.16.

There was no material change or commitment, affecting the

financial position of the Company between the end of the financial year
of the Company and the date of the report other than those disclosed in
the financial statements. There was no change in nature of business
during the year.

2. Appropriation

During the year 2015-16, the board of directors declared an interim
dividend of 100% (i.e., Rs, 10/- per share) on the equity share capital
on March 10, 2016. The interim dividend was paid on March 23, 2016 to
all the eligible shareholders whose name appeared in the register of
members of the Company as on March 18, 2016 (being the Record Date)
fixed for this purpose. In view of the interim dividend, the Board did
not recommend any final dividend for the year ended March 31, 2016.

After transfer of Rs, 15.54 crores to General reserve, Rs, 17.18 crores
has been retained as surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

Your Company holds strategic investment in subsidiaries, joint ventures
and an associate company (predominant called ''Rane Group'') engaged in
the manufacturing and marketing of components for transportation
industry and also provides management and other services to Rane group.
A detailed analysis of the automotive industry, group companies''

performance, internal control systems, risk management etc. are
discussed in a separate section in this Annual Report under the heading
''Management Discussion & Analysis''.

4. Consolidated financial statements

The following methodology as specified under applicable accounting
standards have been applied in consolidating the financial results of
the group companies in the consolidated financial results attached in
the annual report:- (a) Subsidiary companies – each line item of
income, expenditure, assets and liabilities have been consolidated one
hundred percent. Minority interests have been appropriately
considered.

(b) Joint Venture companies – each line item of income, expenditure,
assets and liabilities have been consolidated based on the percentage
of share held in these companies.

(c) Associate companies – share in the profit after tax based on the
percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based
on the audited financial statement of the subsidiary companies, joint
venture companies and associate companies.

In terms of Section 136 of the Companies Act, 2013 the Company has not
attached the financial statements of the subsidiary companies. However,
the financial information of the subsidiary companies duly audited by
the auditors are disclosed in this annual report. The Company
undertakes to make available soft or hard copy of the annual report and
annual accounts of the subsidiary companies and the related detailed
information to investors, as may be required by them, seeking such
information at any point of time on demand. The annual accounts of the
subsidiary companies have been posted in the website of the Company
viz. http://rane.co.in and also kept open for inspection by any
investor at the registered office of the Company and that of the
respective subsidiary companies. The consolidated financial statements
presented by the Company, which form part of this annual report,
include financial results of its subsidiary companies.

5. Board of directors

5.1 Composition

The composition of the board of directors of the Company is furnished
in the Corporate Governance Report as Annexure-''E'' to this report. The
Company has issued a letter of appointment to all independent directors
and the terms and conditions of their appointment have been disclosed
on the website of the Company and available at
http://rane.co.in/pdf/investors/rhl/ rhltermsid.pdf

Dr. V Sumantran has been co-opted to the board as an additional
director (in the category of independent director) on May 27, 2016, as
per the recommendations of Nomination and Remuneration Committee
effective May 27, 2016 till the conclusion of eighty-second AGM. Notice
has also been received from a member signifying the intention to
propose his appointment as an independent director of the Company at
the ensuing 80th AGM.

Mr. Anil Kumar Nehru on attaining the age of 75 years, retired from the
Board effective from the conclusion of the meeting of the board of
directors held on May 27, 2016, as per the retirement policy of the
Company, All the independent directors have farmed that they satisfy
the criteria laid down under section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI LODR).

5.2 Retirement by rotation

At the ensuing Annual General Meeting (AGM), Mr. Harish Lakshman
retires by rotation and being eligible, offers himself for
re-appointment. The notice convening the AGM includes the proposal for
his re-appointment as director.

5.3 Board meetings

A calendar of meetings is prepared and circulated in advance to the
directors. During the year fve (5) Board Meetings were convened and
held. The details of which are given in the Corporate Governance
Report. The intervening period between two consecutive meetings was
less than 120 days.

5.4 Meeting of Independent Directors

During the year, two (2) separate meetings of Independent Directors
were held. In the said meetings, the independent directors assessed the
quality, quantity and timeliness of fow of information between the
management and the Board at the meeting and expressed that the current
fow of information and contents were adequate for the Board to
effectively perform its duties. Also in at the meeting of Independent
Directors, the performance of the non-independent directors and the
board as a whole was reviewed and the performance of the chairperson of
the Company was reviewed taking into account the views of executive
directors and non-executive directors.

6. Board and management

6.1 Board evaluation

During the year, a formal process for annual evaluation of performance
of Board, its committees and directors individually was carried out as
per the criteria laid down by the Nomination and Remuneration
Committee, pursuant to the provisions of the Companies Act, 2013 (CA
2013) and clause 49 of the listing agreement.

The criteria for evaluation of board and its committees were founded on
the structure, composition, board-management relationship,
effectiveness in terms of roles and responsibilities and processes
encompassing the information fow and functioning. The guiding standards
for the assessment of performance of directors (including the
independent directors) were their attendance and participation at board
meetings, sharing of their relevant domain expertise, networking in
other forums, their strategic inputs and demonstration towards
governance compliances.

For evaluation of performance of the Chairman additional aspects like
institutional image building, providing guidance on strategy and
performance, maintaining an effective and healthy relationship between
the board and the management were taken into consideration.

The evaluation was carried out through a structured methodology
approved by the Nomination and Remuneration Committee after ensuring
that the aspects under each of the laid down criteria are comprehensive
and commensurate with the size of the board and the Company.

6.2 Familiarization program for independent directors

The familiarization program for independent directors and details of
familiarization programmes to independent directors are available at
http://rane.co.in/rhlinvestors.html

6.3 Key Managerial Personnel

Mr. L Lakshman, Executive Chairman & Managing Director, Mr. L Ganesh
Vice-Chairman & Joint Managing Director, Mr. Siva Chandrasekaran,
Secretary and Mr. J Ananth Chief Financial Ofcer hold the ofce of Key
Managerial Personnel under the Companies Act, 2013

6.4 Remuneration policy

The Nomination and Remuneration Committee has laid down a policy on
appointment and remuneration of directors, Key Managerial Personnel
(KMP) and Senior Management Personnel (SMP). The same is annexed
herewith as ''Annexure –A''.

7. Audit

7.1 Audit Committee

In terms of the provisions of Section 177 of the Companies Act, 2013
and Clause 49 of the listing agreement, the Audit Committee of the
Board is constituted to act in accordance with terms of reference
prescribed therein. Detailed disclosure on compositions, terms of
reference and meetings of the Audit Committee are furnished in the
Corporate Governance Report.

7.2 Statutory Auditors

In terms of the appointment made by the shareholders as per the
transition provisions of Section 139 of the Companies Act, 2013 and
applicable rules made there under, M/s Deloitte Haskins and Sells (DHS)
were appointed as Statutory Auditors for a period of two years to hold
the office until the conclusion of the eightieth AGM (AGM 2016).

Pursuant to the provisions of Section 139, 141 and read with Companies
(Audit and Auditors) Rules, 2014 and any other applicable provisions of
the Act including rules made there under, the Audit Committee at its
meeting held on May 27, 2016 has reviewed the proposal to re-appoint
DHS as statutory auditors of the Company for a second term of five
consecutive years commencing from the conclusion of eightieth AGM
(2016) until the conclusion of eighty-fifth

AGM (2021) and recommended the same to the board for proposing it to
the shareholders at the ensuing eightieth AGM.

The Company has received letter from DHS consenting for the
re-appointment and confirmation to the effect that their appointment,
if made, would be within the limits and that they are free from any
disqualification specified in section 141 of the Companies Act, 2013
and the rules made there under. DHS have also submitted the peer review
certificate issued to them by The Institute of Chartered Accountants of
India. The notice of the ensuing AGM contains necessary resolution in
this regard. Members may consider appointing DHS as statutory auditors
of the Company as per the provisions of the Companies Act, 2013 till
the conclusion of the eightieth AGM.

The statutory auditor''s report to the members for the year ended March
31, 2016 does not contain any qualification, reservation, adverse
remark or disclaimer.

7.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s S Krishnamurthy &
Co., a form of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The report on the Secretarial Audit
carried out for the year 2015 -16 is annexed herewith as ''Annexure -B''.
The secretarial audit report does not contain any qualification,
reservation, adverse remark or disclaimer.

7.4 Internal Auditors

The Company continues to engage M/s. Capri Assurance and Advisory
Services, a firm of independent assurance service professionals, as
Internal Auditors of the Company. Their scope of work includes review
of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on a
regular basis to improve efficiency in operations.

8. Directors'' Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the Companies
Act, 2013, the directors, confirm that:

i. The applicable accounting standards in the preparation of financial
statements for the financial year 2015 -16 had been followed and there
were no material departures;

ii. selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for the year
under review;

iii. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company, preventing and detecting fraud
and other irregularities; iv. they had prepared the financial
statements for the financial year on a ''going concern'' basis ; v. they
had laid down internal financial controls to be followed by the Company
and such internal financial controls were adequate and were operating
effectively ; and vi. they had devised proper systems to ensure
compliance with the provisions of all applicable laws and such systems
were adequate and operating effectively.

9. Related Party Transactions

All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Related Parties which may have
potential confect with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseen and
repetitive in nature. The transactions entered into pursuant to the
omnibus approval so granted are reviewed by the Audit Committee on a
quarterly basis.

The Company has put in place proper system for identification and
monitoring of such transactions. The policy on Related Party
Transactions and material subsidiaries as approved by the Board is
uploaded on the Company''s website (http://rane.co.in/
pdf/policies/rhlrpt.pdf and http://www.rane.co.in/pdf/policies/
rhlmsp.pdf). None of the Directors or Key Managerial Personnel or
Senior Management Personnel has any material financial and commercial
transactions, where they have personal interest, which may have
potential conflict with interest of the Company at large.

10. Corporate Social Responsibility (CSR)

The vision on Corporate Social Responsibility (CSR) is: " To be
socially and environmentally responsive organization committed to
improve quality of life within and outside". The CSR activities of
Rane Group focus on four specific areas of (a) Education (b) Healthcare
(c) Community Development (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR
Policy and recommendations of the CSR Committee comprising of Mr L
Lakshman, Mr L Ganesh and Mr Anjanikumar Choudhari as its members.

The Annual Report on CSR activities carried out during the year 2015-16
is annexed as Annexure ''C''. The CSR policy of the Company is available
in the Company''s website (http://www.
rane.co.in/pdf/policies/rhlcsr.pdf)

11. Fixed Deposits

Your Company does not accept any deposit from public in terms of
Section 73 of the Companies Act, 2013 and the rules framed there under.

12. Energy conservation, technology absorption and foreign exchange
earnings and outgo

The Company is conscious of the imperative to protect environment and
the natural resources for achieving sustainable economic growth and
have started several initiatives in this regard such as conservation of
energy and water and eco-friendly waste management system. In view of
the nature of activities of the Company, provisions of Section 134
(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are not
applicable to the Company.

13. 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 of Directors, Key Managerial Personnel (KMP) and
Employees of the Company are provided in the ''Annexure D'' to this
report.

14. Corporate Governance Report

Your Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreement / Regulation 34 of
SEBI LODR. Detailed report on the compliance and a certificate by the
Statutory Auditors forms part of this report as ''Annexure E''.

15. Other disclosures

a) Details of loan, guarantees and investments under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.

b) The Internal control systems and adequacy are discussed in detail 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 future operations.

d) The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as ''Annexure ''F.

e) The Company has established a formal vigil mechanism named ''Rane
Whistle Blower Policy'' for reporting improper or unethical practices or
actions which are volatile of the code of conduct of the Company.

f) The Company believes that women should be able to do their work in a
safe and respectful environment that encourages maximum productivity.
The Company has zero tolerance towards sexual harassment. The Company
has adopted a policy on prevention of sexual harassment of women at
work place and put in place proper mechanism across the Company. There
was no case reported during the year under review through this
mechanism.

For and on behalf of the Board

Chennai L GANESH L LAKSHMAN

May 27, 2016 Vice- Chairman Executive Chairman

---

Mar 31, 2013

The Directors take the pleasure in presenting the Seventy Seventh Annual Report together with the accounts for the year ended March 31, 2013.

1. Financial performance:

Your Company''s investment profile is as given below:-

Sl. Ownership of No. Name of investee company Products your Company

Subsidiary companies

1 Rane (Madras) Ltd. Manual steering and suspension systems 53.8%

2 Rane Engine Valve Ltd. Valves, valve guides, tappets 53.6%

3 Rane Diecast Ltd. Machined die cast products 78.7%

4 Rane Brake Lining Ltd. Brake linings, disc pads, composite brake blocs 42.5%

5 Rane Holdings America Inc. Providing business development services in North 100% American region for Rane Group Companies

Joint Venture companies

6 Rane TRW Steering Systems Ltd. Power steering systems and occupant safety systems 50.0%

7 Rane NSK Steering Systems Ltd. Solid and energy absorbing steering columns, 49.0% intermediary shafts, electric power assisted steering systems

8 JMA Rane Marketing Ltd. Distribution company for auto components (Rane 49.0% and others)

Associate companies

9 Kar Mobiles Ltd. Engine valves, collets and guides for internal 39.5% combustion engines

10 SasMos HET Technologies Ltd. Designing, prototyping and manufacturing electrical 26.0% inter-connection solutions, electronic design and integration for defense and aerospace applications

The Company''s income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of ''RANE'' trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and infrastructure.

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

(Rs. in Crore)

Particulars 2012-13 2011-12

Income 57.73 63.91

Profit before tax 32.53 38.11

Provision for tax 6.58 3.86

Profit after tax 25.95 34.25

Surplus brought forward 62.58 47.23

Amount available for appropriation 88.53 81.48

During the year, income of your Company had reduced by 11% over that of the previous year. The earnings per share for the year 2012-13 was Rs.18.17 compared to last year Rs.23.99.

2. Appropriation

Taking into account Rs.62.58 crore being surplus of profit brought forward from previous year and the Profit after tax of Rs.25.95 crore, a sum of Rs.88.53 crore is available for appropriation as dividend. During the year, your directors have declared and paid an interim dividend at the rate of 35% (i.e., Rs.3.50 per equity share) on the equity capital for the year and have recommended a further 45% (i.e., Rs.4.50 per equity share) as final dividend, making for a total dividend of 80% for the year ended March 31, 2013. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.12.67 crore. After transfer of Rs.2.59 crore to the General Reserve, Rs.73.27 crore has been retained as surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

Your Company holds strategic investment in subsidiaries, joint ventures and associates (collectively called ''Rane Group'') engaged in the manufacturing and marketing of components for transportation industry and also provides management and other services to Rane Group. A detailed analysis of the automotive industry, group companies'' performance, etc. are discussed in a separate section in this Annual Report under the heading ''Management Discussion & Analysis''.

4. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:-

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

(b) Joint Venture companies - each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies.

(c) Associate companies - share in the profit after tax based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based on the audited financial statement of the subsidiary companies, joint-venture companies and associate companies, except in the case of JMA Rane Marketing Limited where the provisional accounts have been considered.

In accordance with the general exemption granted by Ministry of Corporate Affairs (MCA), New Delhi vide circular no.2/2011 dated February 8, 2011, the Company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies, duly audited by the auditors, are disclosed in this annual report.

As directed in the said circular, the Company undertakes to make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time, on demand. The annual accounts of the subsidiary companies has been posted in the website of the Company viz. http://rane.in and also kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

5. Fixed deposits

Your Company does not accept any deposit from public in terms of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

6. Board of Directors

Mr. L Ganesh, director, retires from the Board by rotation and being eligible, has offered himself for re-appointment.

The notice convening the ensuing Annual General Meeting (AGM) includes the proposal for his re-appointment as director.

Mr. Krishnan S Waran, director, retires by rotation and does not seek re-election at the ensuing AGM. The Board records its appreciation for the valuable services rendered by Mr. Krishnan S Waran during his tenure as Director. The Board has decided not to fill-up the vacancy caused by the retirement of Mr. Krishnan S Waran at the ensuing AGM.

Mr Anil Kumar Nehru was co-opted to the Board during the year and would hold office up to the ensuing AGM of the Company. The Company has received notice signifying the intention to propose the appointment of Mr Anil Kumar Nehru as director of the Company, at the ensuing AGM.

During the year, Mr V Narayanan and Mr. Ravi Vira Gupta retired from the Board on attaining the age of 75 years, as per the retirement policy of the Company. The Board places on record its appreciation for the services rendered by them during the tenure, as Directors of the Company.

7. Conservation of Energy and Natural resources

The Company is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management systems.

8. Research and Development Activities

In view of the nature of activities of the Company, provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable.

9. Foreign exchange earnings and outgo

There was no foreign exchange earned during 2012-13.The foreign exchange outgo was Rs.1.09 crore on account of professional / consultancy charges and foreign travel.

10. Employees

The particulars of employees, as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure ''A''.

11. Auditors

The Auditors, M/s Deloitte Haskins & Sells (DHS) hold office until the conclusion of the ensuing AGM and have expressed their willingness to continue as statutory auditors of the Company. The Company has received letter from DHS to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. DHS has submitted the Peer Review Certificate issued to them by The Institute of Chartered Accountants of India.

The notice of the ensuing AGM contains necessary resolution in this regard. Members may consider appointing DHS as Statutory Auditors of the Company for the financial year 2013-14.

12. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and based on representations received from the operating management, the directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts for the financial year 2012-13 and there are no material departures;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a ''going concern'' basis.

13. Corporate Social Responsibility

The vision of Rane Group on Corporate Social Responsibility (CSR) is "To be a socially and environmentally responsive organization committed to improve quality of life within and outside." CSR activities of Rane Group are channelized through Rane Foundation, a public charitable and educational trust, in the social and environmental spectrum.

Some of the CSR initiatives undertaken by your Company are as follows:

- Rane Polytechnic Technical Campus (RPTC)

- We have invested about Rs.10 crore over the last three years in establishing RPTC. For the academic year 2012-13, RPTC had 205 students in two disciplines viz. Mechanical and Civil Engineering.

- RPTC has also been approved by AICTE for offering an additional course of Mechatronics Engineering and increased intake for Mechanical Engineering. This takes the total intake capacity to 240 students per year.

- RPTC has been approved as one of the polytechnic colleges for the implementation of Canada India Institutional Cooperation Project (CIICP) by the State Project Coordination Unit established under DOTE.

- Under the CIICP umbrella, RPTC aims at offering a wide range of programs that meet the specific skill needs of the industry and community.

- Along with financial support, through collaborative efforts, specific and customized programs such as Student Psychology Management, Communication and Team building skills and IT utilization were organized for the teachers of Ganapathy Iyer Girls High School to enhance teaching effectiveness.

- We have delivered 100 man-hours to The Banyan helping with process improvement as well as lending expertise in competency enhancement to increase administrative efficiency.

- Provided financial and technical support to Kuppusamy Sastri Research Institute in digitizing their collection of rare manuscripts to preserve our rich literature and cultural heritage.

- Around 50 employees of the Rane Group along with their family members participated in The WIPRO Chennai Marathon TWCM 2012. TWCM partnered with United Way Chennai to support their efforts in the areas of education, health and livelihoods. Rane Group contributed towards this cause.

14. Corporate Governance Report

Your Company has complied with the Corporate Governance requirements as stipulated under clause 49 of the Listing Agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as Annexure ''B''.

For and on behalf of the Board

Chennai L Lakshman L Ganesh

May 27, 2013 Executive Chairman Vice-Chairman

---

Mar 31, 2012

The Directors take the pleasure in presenting the 76th Annual Report together with the accounts for the year ended March 31, 2012.

1. Financial performance:

Your Company's investment profile is as given below:

Sl. Name of investee Products Ownership of No. company your Company

Subsidiary companies

1 Rane (Madras) Ltd. Manual steering and suspension systems 53.8%

2 Rane Engine Valve Ltd. Valves, valve guides, tappets 53.6%

3 Rane Diecast Ltd. Machined die cast products 78.7%

4 Rane Brake Lining Ltd. Brake linings, disc pads, composite brake blocs 41.6%

5 Rane Holdings America Inc. Providing business development services in North 100% American region for Rane Group Companies

Joint Venture companies

6 Rane TRW Steering Power steering systems and seat belt systems 50.0% Systems Ltd.

7 Rane NSK Steering Solid and energy absorbing steering columns, 49.0% Systems Ltd. intermediary shafts, electric power assisted steering systems

8 JMA Rane Marketing Ltd. Distribution company for auto component (Rane 49.0% and others)

Associate company

9 Kar Mobiles Ltd. Engine valves, collets and guides for internal 39.5% combustion engine.

10 Sas Mos HET Technologies Designing, prototyping and manufacturing 26.0% Pvt. Ltd. electrical inter-connection solutions, electronic design and integration for defense and aerospace applications.

The Company's income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of 'RANE' trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and infrastructure.

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

(Rs.In Crores)

Particulars 2011 - 2012 2010 - 2011

Income 63.91 48.42

Profit on sale of Agricultural Land - 18.47

Profit before tax 38.11 43.14

Provision for tax 3.86 3.11

Profit after tax 34.25 40.03

Surplus brought forward 47.23 31.19

Amount available for appropriation 81.48 71.22

During the year, income of your Company increased by 32% over that of the previous year. The profit on sale of agricultural land of Rs18.47 crores contributed to higher profits in the previous year. The earnings per share for the year 2011-12 was Rs23.99 compared to last year Rs28.04.

2. Appropriation of Profit

Taking into account Rs47.23 crores being surplus of profit brought forward from previous year and the Profit after tax of Rs34.25 crores, a sum of Rs81.48 crores is available for appropriation as dividend. During the year, your directors have declared and paid an interim dividend at the rate of 60% (i.e., Rs6/- per equity share) on the equity capital for the year and have recommended a further 40% (i.e., Rs4/- per equity share) as final dividend, making for a total dividend of 100% for the year ended March 31, 2012. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs15.47 crores leaving the Company with retained profits of Rs66.01 crores. Out of the retained profits, a sum of Rs3.43 crores would be transferred to General Reserve account and the balance Rs62.58 crores would be retained as surplus profit in the Profit and Loss account.

3. Management Discussion & Analysis

Your Company holds strategic investment in subsidiaries, joint ventures and associates (collectively called 'Rane Group') engaged in the manufacturing and marketing of components for transportation industry and also provides management and other services to Rane Group. A detailed analysis of the automotive industry, group companies' performance etc. are discussed in a separate section in this Annual Report under the heading 'Management Discussion & Analysis'.

4. Investments

(a) SasMos HET Technologies Private Limited (SasMos)

During the year, your Company has acquired 26% shareholding in the equity capital of SasMos, a Bangalore based company engaged in designing, prototyping and manufacturing of electrical interconnection solutions, electronic design and integration for defense and aerospace applications. Mr L Ganesh and Mr Harish Lakshman, directors have been nominated by your Company to the board of SasMos.

(b) Rane Holdings America Inc., (RHAI)

Rane Holdings America Inc., (RHAI), was incorporated as a wholly owned subsidiary in Unites States of America, to anchor business development in North American region, for the Rane group companies. Your Company has invested USD 20,000 towards subscription of the entire equity capital of RHAI comprised in 20,000 shares of USD 1 each.

(c) Further Investments in Rane Diecast Limited (RDL)

To augment financial resources for operations and new projects, RDL raised further equity capital of Rs3.42 crores by way of rights issue. Your Company invested Rs2.70 crores by subscribing to the rights issue.

5. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:-

(a) Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

(b) Joint Venture companies - each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies.

(c) Associate companies - share in the profit after tax based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based on the audited financial statement of the subsidiary companies, joint-venture companies and associate companies, except in the case of JMA Rane Marketing Limited where the provisional accounts have been considered.

In accordance with the general exemption granted by Ministry of Corporate Affairs (MCA), New Delhi vide circular no.2/2011 dated February 8, 2011 the Company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies duly audited by the auditors are disclosed in this annual report.

As directed in the said circular, the Company undertakes to make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand. The annual accounts of the subsidiary companies has been posted in the website of the Company viz. http://rane.in and also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

6. Fixed deposits

Your Company does not accept any deposit from public in terms of Section 58A of the Companies Act, 1956 and the rules framed there under.

7. Board of Directors

Mr. Harish Lakshman and Mr. Ravi Vira Gupta, directors, retire from the Board by rotation and being eligible, offer themselves for reappointment. The notice convening the ensuing Annual General Meeting includes the proposal for their re-appointment as directors.

8. Conservation of Energy and Natural resources

Rane is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management systems.

9. Research and development activities

In view of the nature of activities of the Company, provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable.

10. Foreign exchange earnings and outgo

There was no foreign exchange earned during 2011-12.The foreign exchange outgo was Rs1.11 crores on account of investment in wholly owned subsidiary, professional / consultancy charges and foreign travel.

11. Employees

The particulars of employees, as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure 'A'.

12. Auditors

The Auditors, M/s Deloitte Haskins & Sells (DHS) hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as statutory auditors of the Company. The Company has received letter from DHS to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. DHS has submitted the Peer Review Certificate issued to them by The Institute of Chartered Accountants of India.

13. Corporate social responsibility

The vision of Rane Group on Corporate Social Responsibility (CSR) is 'To be a socially and environmentally responsible corporate citizen.

The focus of Rane Group's social development initiatives has been in the three specific areas viz. (a) Education (b) Healthcare and (c) Community development.

CSR activities of Rane Group are channelized through Rane Foundation, a public charitable and educational trust. One of the major initiatives undertaken by Rane Foundation in the last two years was establishment of a self financed Polytechnic College named Rane Polytechnic Technical Campus in Sethurapatti Village, Tiruchirapalli, Tamil Nadu. Your Company extended financial support in the form of donation and interest free loans to this cause. Three of Rane's manufacturing units are located around this Village. The Polytechnic received approval from the All India Council of Technical Education (AICTE) and the Directorate of Technical Education, Tamilnadu, to start two courses, viz. Civil Engineering and Mechanical Engineering in the academic year 2011-12. The Vision of the Polytechnic is to turn out students with technical knowledge and industry specific skills at the end of their three year study and training so that they are readily employable by the industry.

14. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a 'going concern' basis.

15. Corporate Governance Report

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the listing agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as Annexure 'B'.

For and on behalf of the Board

Chennai L Lakshman L Ganesh

May 30, 2012 Executive Chairman Vice Chairman

---

Mar 31, 2011

Dear Members,

The Directors take the pleasure in presenting the 75th annual report together with the accounts for the year ended March 31, 2011.

1. Financial performance:

Your Company's investment profile is as given below:-

Ownership of Sl. Name of Investee Products your Company No. Company Subsidiary companies

1. Rane (Madras) Ltd. Manual steering and suspension systems 53.6%

2. Rane Engine Valve Ltd. Valves, valve guides, tappets 53.6%

3. Rane Diecast Ltd. Machined die cast products 78.7%

4. Rane Brake Lining Ltd. Brake linings, disc pads, composite brake blocs 41.6%

Joint Venture companies

5. Rane TRW Steering Systems Ltd. Power steering systems and seat belt systems 50.0%

6. Rane NSK Steering Systems Ltd. Solid and energy absorbing steering columns,intermediary shafts, electric power assisted steering systems 49.0%

7. JMA Rane Marketing Ltd. Distribution company for auto component (Rane and others) 49.0%

Associate company

8. Kar Mobiles Ltd. Engine valves for large marine / diesel engines,including electromotive application 37.4%



The Company's income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of 'RANE' trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and infrastructure.

The financial highlights of the year under review are as follows: -

(Rs. million)

2010 - 11 2009 - 10

Income 484.21 451.41

Profit on sale of Agricultural Land 184.67 -

Profit before tax 431.37 273.87

Provision for tax 31.08 22.56

Profit after tax 400.29 251.31

Surplus brought forward 311.86 215.30

Amount available for appropriation 712.25 466.61



2. Appropriation

Profit available for appropriation is Rs.712.25 million. Your directors have declared and paid an interim dividend of 75% on the equity capital for the year ended March 31, 2011 and are pleased to recommend a further 50% as final dividend making for a total dividend for the year of 125%. The amount on this account inclusive of net tax on distributed profits and surcharge thereon, works out to Rs.202.40 million leaving the company with retained profits of Rs.512.35 million. Out of this, Rs.40.03 million is being transferred to the General Reserve and Rs.472.32 million being retained as surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

The main activity of the Company is investing in Rane group companies that are engaged in the manufacture and marketing of auto components. The discussion and analysis of the automotive industry, group companies' performance etc. is given below:

a. Industry Structure and Developments:

Automotive Industry:

Volume Growth in %

Industry Segments 2010-11 2009-10

Passenger Cars 27 28

Utility Vehicles 17 24

Small Commercial Vehicles (One Ton & below) 36 8

Light Commercial Vehicles 22 77

Medium and Heavy Commercial Vehicles 38 30

Three Wheelers 29 25

Two Wheelers 27 25

Farm Tractors 22 27

Source: Society of Indian Automobile Manufacturers

Domestic

Domestic market continued its robust growth across all segments and this required ramping up capacity. The emphasis on capacity increase and improvement of delivery continued throughout the year.

Exports

In the export market, the recovery in volumes from the later part of the year 2009 -10, continued in the year 2010 -11. The recovery of the US market helped increase in volumes and this complemented the growth in domestic volumes to help achieve higher sales performance.

The United States Dollar, the currency on which the Rane group companies mostly export, was relatively stable during the year. The strengthening of the rupee was marginal and the fluctuations were handled well with robust forex policy.

After market

Rane Group companies are significant players in the after market segment also. The after market growth during the previous year was more than fifteen percent.

b. Financial and operational performance

With a growth of 48% over that of the previous year, your Company's total income stood at Rs.668.88 million. The total income included Rs.184.67 million being profit on sale of agricultural land. Significant increase in sales of the group companies during last year resulted in your company earning an income from Trade Mark fee of Rs.108.68 million compared to Rs.78.65 million in the previous year. The service fee income had increased to Rs.197.54 million as against Rs.157.49 million in the previous year. The total dividend received during the year under review from the Group companies was Rs.156.02 million as against Rs.209.76 million reported in the previous year.

The profit after tax was Rs.400.29 million when compared to Rs.251.31 million in the previous year. The earnings per share registered a steep growth at Rs.28.04 over Rs.17.60 in the previous year.

c. Performance of Group companies

Rane Group companies operate in a single segment of manufacturing and marketing of automotive components such as steering linkages products, manual steering gears, power steering gears that includes both hydraulic and electric power assisted steering systems, steering columns, seat belts, brake linings and disc pads, engine valves etc.

An overview of the performance of Rane group companies during the year 2010 -11 is presented below:

(I) Subsidiary companies

i. Rane (Madras) Limited (RML)

RML grew by 39%, ending the year 2010 –11 with a sales and operating revenue of Rs.5,839.87 million. The operating profit for the year under review was Rs.308.37 million as against Rs.200.41 million in the previous year,representing an increase of 54%. Company's continued focus on cost controls and efficiency of operations at a higher level of volumes helped achieving a healthy profitability. The Company's effective hedging policy minimized currency fluctuation risk on realisation of export proceeds. Strong performance of RML pushed up the earnings per share to Rs.24.18 from Rs.13.59.

ii. Rane Engine Valve Limited (REVL)

With growth of 22% over that of the previous year, the sales and operating revenues of REVL were at Rs.2,884.54 million. The operating profit for the year under review was Rs.161.24 million as against Rs.70.01 million in the previous year, representing an increase of 130%. This was achieved not only due to a robust growth in sales but also effective cost reduction initiatives, consistent and stable output and a reasonably stable raw material cost trend for major part of the year. The earnings per share for the year 2010-11 steeply increased to Rs.20.97 from Rs.8.35 during the previous year.

iii. Rane Brake Lining Limited (RBL)

RBL registered a strong growth of 29% over the previous year, with the sales and operating revenues at Rs.3,058.41 million. The operating profit for the year under review was Rs.196.66 million as against Rs.149.33 million for the previous year. The impact of higher input costs were contained with cost control measures and improved operational efficiencies. The earnings per share for the year 2010-11 was Rs.19.31 as against Rs.12.78 in the previous year.

iv. Rane Diecast Limited (RDL)

The sales was Rs.407.50 million, higher compared to the previous year by 87%. The loss before tax for the year was Rs.53.94 million as against loss before tax of Rs.47.81 million in the previous year due to increase in repairs and maintenance costs, power & fuel cost and premium freight. In recognition of its production capabilities RDL has received export orders, execution of these orders commenced during the last quarter of this year. The volume of exports are expected to be significantly higher in the next year and with productivity improvement & cost rationalization measures, the Company is expected to turn profitable in the near term.

(II) Joint Venture companies

i. Rane TRW Steering Systems Limited (RTSSL)

The sales and operating revenue of RTSSL grew by 43% over the previous year to Rs.5,752.48 million. Due to the healthy increase in sales, the profit before tax increased from Rs.613.68 million to Rs.721.08 million registering an increase of 18%. Although the profits of the Company was affected due to higher delivery costs, the continued focus on cost controls and efficiency of operations at a higher level of volumes helped in achieving an healthy profitability.

ii. Rane NSK Steering Systems Limited (RNSSL)

Consequent to the introduction of NSK designed Electric Power assisted Steering system (EPS) during 2008, your Company signed a new joint venture agreement with NSK Ltd., Japan (NSK). Taking cognizance of the changing dynamics of the market, technology advancement in the Indian Auto component industry and for providing better service to customers, your Company had transferred 1% of shareholding in RNSSL to NSK. Accordingly, the shareholding of your Company in RNSSL has become 49%. Majority shareholding in the Company held by NSK will enhance its commitment to the Indian market, its global customers and would facilitate quicker response to customer needs in terms of value added products and latest technology.

The sales and operating revenue of RNSSL has marginally increased by 8% to Rs.1,758.60 million. The loss before tax for the year 2010-11 was Rs.33.17 million as against profit before tax of Rs.81.47 million in the previous year. One of the main causes for the loss, apart from the loss of contribution on account of reduced sales of electrically power assisted steering systems, was on account of incurrence of premium freight primarily due to inability of RNSSL's suppliers to supply child parts on time. Another contributing factor was the lag in implementation of cost savings projects due to delay in obtaining customer approval.

iii. JMA Rane Marketing Limited (JMA Rane)

JMA Rane is a joint venture company between your Company and Jallundur Motor Agency Company Ltd. JMA Rane is a trading company dealing with automobile components. The provisional accounts of JMA Rane for the year ended March 31, 2011 has been used for consolidation. During the year under review, the sales of JMA Rane increased to Rs.504.97 million from Rs.445.27 million in the previous year. The profit before tax was Rs.34.47 million which was a marginal reduction from that of Rs.35.28 million in the previous year. This was mainly due to mix and pressure on price realisations.

(III) Associate company

Kar Mobiles Limited (KML)

The sales and operating revenue of KML at Rs.959.37 million is an increase of 15% over that of the previous year. The Profit Before Tax for the current year was Rs.47.76 Million as against Rs.44.43 million in the previous year. Remedial measures taken by the Company to mitigate exchange risk, implement productivity and yield improvement projects to contain employee and raw material costs have resulted in the marginal increase in the Profit Before Tax. The earnings per share for the current year was Rs.13.99 as against Rs.13.07 during the previous year.

d. Outlook

The domestic automotive industry is expected to continue its growth in the coming years in view of steady growth rate of our GDP, rising number of middle class and higher disposable income. With a favourable forecast of the monsoon, Farm Tractors segment is likely to continue its growth and would be closely monitored for timely ramping up of capacity.

Prices of commodities like steel, aluminum have already hardened and the cascading effect would impact on all commodity prices.

Focus on capacity utilisation, optimal cost structure, quality and productivity is the key to sustain and improve the higher levels performance. The contracts remaining to be executed on capital account will result in enhancement of our capacity to meet the customer demand.

Increase in the interest rates and tightening in the liquidity in the market could moderate the buoyancy in the growth seen hitherto.

e. Strengths, opportunities, threats and risks

Rane Group's strength continues in areas of:-

- Market Leadership

- Brand Equity

- Human Resources

- Total Quality Management (TQM)

and the group would strive in its efforts to develop and improve in these areas of its strengths.

India's process engineering skills applied to the redesigning of production processes, raw material availability, quality assurance and availability of technically skilled manpower has provided a distinct global advantage of cost and quality. On these strengths, India has become not only a major auto components outsourcing hub for several automobile manufacturers but also made global OEMs' to set up and make their Indian operations the hub for global supply. All these have provided your company opportunity for accelerated growth.

The preparedness in development of new products and meeting capacity requirements in time are key in realising the full benefits of the opportunity.

The main threats to which auto component industry is exposed to are:-

- increasing price pressure from OEMs from whom the major portion of the future growth is likely to come,

- increase in commodity prices arising out of natural calamities in Japan and Australia and political instability in certain parts of the world,

- volume increase that requires ramp up of capacities in a short span of time, affecting profitable growth,

- dumping of Chinese products.

f. Internal control systems and risk management

An independent agency carries out internal audit of all the Company locations across the country. The Audit Committee of the Board approves the audit plan in the beginning of the financial year in consultation with the internal auditors, the statutory auditors and the operating management. The findings of the internal auditors are placed before the Audit Committee for review. The response of the operating management and counter measures proposed are discussed at the Audit Committee meetings. The process not only seeks to ensure the reliability of control systems and compliance with laws and regulations but also covers resources utilization and system efficacy.

Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management framework. Internal audit focuses on these risks at all sub-process levels. Mitigative measures have been put in place in respect of these risks. These would be periodically reviewed by the Board of Directors.

g. Human resource development and industrial relations

Your Company gives significant importance to Human Resource Development (HRD) and stable industrial relations. The management is continuously working on the development of human capital which is very vital for achieving the goals and realizing the Vision of the Company in an ever-changing and challenging business environment. “Rane Institute for Employee Development” is a group resource that imparts training for enhancing leadership and managerial skills. On an average each employee across all segments and divisions is trained for 2% of their working time.

Total Employee Involvement is a key element of Total Quality Management (TQM) that enables continuous improvement to all business processes. New strategies like multi-skilling, competency enhancement programs and enhancing managerial depth are being progressively implemented to optimise employee costs and improve productivity.

In our journey towards becoming an Employer of Choice, your Company is implementing a number of initiatives. The Company conducts regular Employee Opinion Surveys, the outcome of which is shared with the employees, deliberated and acted upon. Specific HR initiatives are rolled out to enhance employee engagement. During the year a unique Strategic Leadership Program was co-created with and delivered by Indian Institute of Management, Bangalore for the leadership team of your company.

Rane Group won the prestigious National Award for “Excellence in Training” from the Employer Branding Institute and figures in the top forty Best Employers for the year 2010 -11.

As at the end of March 31, 2011, the total number of employees stood at 62.

h. Cautionary statement

The information and opinion expressed in this report may contain certain forward looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in this report.

4. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:-

a. Subsidiary companies – each line item of income,expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

b. Joint Venture companies – each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies.

c. Associate company – share in the profit after tax based on the percentage of share held has been consolidated.

The Ministry of Corporate Affairs (MCA), New Delhi, vide general circular No. 2/2011 dated February 8, 2011, has granted a general exemption to companies from attaching the subsidiaries' financial statements, subject to complying with conditions stated in the circular. In reply to the application made by the company ahead of this general exemption, the company also received a specific confirmation from MCA vide letter No.47/171/ 2011-CL-III dated February 15, 2011 referring the general exemption and directing compliance with the same.

Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

Financial Information of the subsidiary companies, duly audited by the auditors, as required by the said circular, is disclosed in the Annual Report. The Company undertakes that it will make available a soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand. The annual accounts of the subsidiary companies will be posted in the website of the Company viz. http://rane.in and also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

5. Fixed deposits

Your Company does not accept any deposit falling under the provisions of Section 58A of the Companies Act, 1956 and the rules framed there under.

6. Board of Directors

Mr. Krishnan S Waran and Mr. Shujaat Khan retire by rotation and being eligible, offer themselves for reappointment.

Mr. Anjanikumar Choudhari was co-opted as an Additional Director by the Board of Directors at the meeting held on October 27, 2010. He holds office up to the ensuing Annual General Meeting. Notice has been received from a shareholder signifying the intention to propose the appointment of Mr. Anjanikumar Choudhari as Director of the Company at the ensuing Annual General Meeting.

During the year, subject to approval of shareholders at the ensuing annual general meeting, Mr. L Lakshman was re-appointed as Managing Director of the Company in the designation of Executive Chairman and Mr L Ganesh was re-appointed as Joint Managing Director of the Company in the designation of Vice-Chairman, for a period of three years with effect from April 1, 2011.

7. Conservation of energy, research and development activities

In view of the nature of activities of the Company, provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable.

8. Foreign exchange earnings and outgo

There was no foreign exchange earned during 2010-11. The foreign exchange outgo was Rs.13.40 million on account of professional / consultancy charges and foreign travel.

9. Employees

The particulars of employees, as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure 'A'.

10. Auditors

M/s D Rangaswamy & Co., Chartered Accountants, Chennai and M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai, the Joint statutory auditors of the Company retire at the ensuing Annual General Meeting. M/s D Rangaswamy & Co., have expressed a desire to relinquish the audit. Your directors wish to place on record appreciation of the services rendered by them during their association with the company.

M/s Deloitte Haskins & Sells have expressed their willingness to continue as statutory auditors of the company. The company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

11. Corporate Social Responsibility (CSR)

The vision of Rane Group on Corporate Social Responsibility (CSR) is “To be a socially and environmentally responsible corporate citizen.”

Education, Healthcare and Environment are the core themes of Rane's CSR programmes.

CSR activities of Rane Group are channelized through Rane Foundation, a public charitable and education trust. As a major step in the field of education, Rane is establishing an Engineering Polytechnic College in Tiruchirapalli.

Rane's environment conservation and sustainability initiatives include wind power generation, water conservation and waste management.

12. Directors' responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors here by confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a 'going concern' basis.

13. Corporate Governance Report

A detailed report on Corporate Governance is attached in Annexure 'B'.

For and on behalf of the Board

L Lakshman Executive Chairman

L Ganesh Vice - Chairman

Chennai May 30, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their 74th annual report together with the accounts for the year ended March 31, 2010.

1. Financial performance:

Your Company has investments in Rane group companies which are in the auto components Industry. Your Company has invested in the following companies:-

Sl. Name of investee Products Ownership of your Company company No.

Subsidiary companies

1. Rane (Madras) Ltd. Manual steering and suspension systems 53.5%

2. Rane Engine Valve Ltd. Valves, valve guides, tappets 53.5%

3. Rane Diecast Ltd. Machined die cast products78.7%

4. Rane Brake Lining Ltd. Brake linings, disc pads, composite brake blocs 41.6%

Joint Venture companies

5. Rane TRW Steering Systems Ltd. Power steering systems and seat belt systems 50.0%

6. Rane NSK Steering Systems Ltd. Solid and energy absorbing steering columns, intermediary shafts, electric power assisted steering systems 50.0%

7. JMA Rane Marketing Ltd. Distribution company for auto component (Rane and others) 49.0%

Associate company

8. Kar Mobiles Ltd. Engine valves for large marine / diesel engines, including electromotive application 37.4%

Your Companys income comprises of dividend from these investments, trademark fee from the group companies for use of the RANE trademark and fee from the group companies for management, information technology, business development and infrastructure services provided by your Company.

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

(Rs. million)

2009-10 2008-09

Income 451.44 349.67

Profit before tax 273.87 182.85

Provision for tax 22.56 19.89

Profit after tax 251.31 162.96

Surplus brought forward 215.30 125.75

Amount available for appropriation 466.61 288.71

Your Company derived income for the year 2009-10 mainly from a) Dividend income of Rs.210 million (previous year Rs.124 million) from investments in group companies which are all in the Auto Components Industry b) Service fees of Rs.157 million (previous year Rs.145 million) for rendering corporate services to the entire group companies consisting of Finance, HR, Secretarial and Information Technology including maintaining ERP etc; and c) Trade mark fee of Rs.79 million (previous year Rs.64 million) for using the trademark “Rane” by group companies.

2. Appropriation

Profit available for appropriation is Rs.466.61 million. Your directors have declared and paid an interim dividend of 60% on the equity capital for the year ended March 31, 2010 and are pleased to recommend a further 20% as final dividend making for a total dividend for the year of 80%. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.129.62 million leaving the company with retained profits of Rs.336.99 million. Out of this, Rs.25.13 million is being transferred to the General Reserve and Rs.311.86 million being retained as surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

Since the main activity of the Company is investing in Rane group companies engaged in the auto components Industry, the discussion and analysis mainly of the automotive industry, group companies performance etc. would be relevant.

The domestic market continues its strong recovery which started in January 2009. Heavy and Light Commercial Vehicle segments recovered strongly in the second half of the year. The Passenger Cars continued to do extremely well and had a record year. The Farm Tractors achieved its highest ever production in the current financial year.

The aftermarket continued to be very robust during the year.

For Exports, the year was difficult due to the effects of slowdown in the US and European markets. Besides lower consumption, there were inventory corrections by customers. There were some signs of improvement from December 2009.

b. Financial and operational performance

Your Companys total income at Rs. 451 million represents a growth of 30% over that of the previous year. Service fees had increased from Rs. 145 million to Rs. 157 million. Trade Mark fee had increase from Rs. 64 million in the previous year to Rs.79 million for 2009-10 due to increase in sales of the group companies. Dividend from Group companies increased to Rs.210 million from Rs. 124 million in the previous year.

The profit after tax at Rs. 251 million was higher by Rs. 88 million compared to the previous year. The earnings per share at Rs. 17.60 were higher than previous years figure of Rs. 11.41.

c. Performance of Group companies

All of your Companys investments are strategic and long term in nature and are exclusively in the Rane Group of companies. These companies in turn operate in the domain of manufacturing and marketing of automotive components such as steering linkages, steering gears (manual and power), steering columns, seat belts, brake linings and disc pads, engine valves, etc.

A brief performance review of the subsidiary, joint ventures and associate companies for the year 2009-10 are as follows:

(I) Subsidiary companies

i. Rane (Madras) Limited (RML)

Sales and Operating Revenues at Rs.4,197 million represents a growth of 19%. This is mainly due to the increases in sales in all segments other than exports. The operating profit for the year under review was Rs.200.41 million as against Rs.12.01 million in the previous year. This was achieved not only due to a robust growth in sales but also effective cost reduction initiatives and a reasonably stable raw material cost situation. Compared to the previous year the foreign exchange volatility was also far less

which helped the performance. As a result of the good performance, the earnings per share has gone up from Rs.0.36 per share to Rs.13.59 per share.

ii. Rane Engine Valve Limited (REVL)

Sales and operating revenues at Rs.2,360 million represents a growth of 7% over that of the previous year. This was due to increase in the sales in all segments other than stationary engines and exports. The operating profit for the year under review was Rs.70.01 million as against Rs.39.12 million in the previous year. The cost reduction measures including rationalizing manpower, more efficient management of working capital including reduction of inventory, reduced capital expenditure in order conserve liquidity etc. taken by REVL last year continued this year and these were responsible for improvement in the Profits. The earnings per share for the current year was Rs.8.35 as against Rs. 4.29 during the previous year.

During the year, REVL added two state of the art manufacturing lines in its plant in Trichy for manufacture of Engine Valves. These investments will contribute to increase in sales during the fiscal 2010–11.

iii. Rane Brake Lining Limited (RBL)

The shareholders had approved an amendment to the Articles of Association of RBL, which authorizes, your Company to appoint majority of the Board of Directors of RBL. As a result, RBL has become a board controlled subsidiary of your Company.

The sales and operating revenues of RBL at Rs.2,363 million had increased by 23% over that of the previous year. All the product segments witnessed healthy growth of over the previous year except that for institutional sales, which had a very marginal decline. The operating profit for the year under review was Rs.149 million as against Rs.43 million for the previous year.

The state of the art expansion project in Trichy that was completed in the previous year with the technical assistance from Nisshinbo Brakes Inc., Japan played a significant role in the increased business during the current year.

iv. Rane Diecast Limited (RDL)

During the year under review, the sales was Rs.217 million and was lower compared to the previous year by 11% primarily due to slow down in the export market. RDL however reduced its losses by efficient management of raw material costs. RDL also implemented productivity improvement & cost rationalization measures. The export market is showing signs of revival and RDL is expected to turnaround during the fiscal 2010 -11.

v. Rane Investments Limited (RIL)

In terms of the scheme of merger approved by the Madras High Court, RIL, a wholly owned subsidiary of your Company was merged with your Company effective April 1, 2009. RIL held 50% equity in Rane TRW Steering Systems Limited, a joint venture company with TRW Automotive JV LLC, USA and together with your Company, 50% in Rane NSK Steering Systems Limited, another joint venture company established with NSK Ltd., Japan. Apart from these, RIL also held some investments in group companies Rane Engine Valve Limited and Rane Brake Lining Limited. In terms of the Court Order all assets and liabilities of RIL have been transferred and vested with your Company.

II) Joint Venture companies

i. Rane TRW Steering Systems Limited (RTSSL) The sales and operating revenue of RTSSL at Rs.4,058 million is an increase of 38% over that of the previous year. The OEM market grew by 18%, the aftermarket sales grew by 12% and exports grew by 88%. Due to the healthy increase in sales, the profit before tax increased from Rs.312 million to Rs.614 million i.e., an increase of 97%.

ii. Rane NSK Steering Systems Limited (RNSSL) The sales and operating revenue of other joint venture company, RNSSL had increased by 111% over the previous year primarily due to increase in volumes of all the customers. As a consequence of this increase RNSSL earned a profit before tax of Rs.82 million as against a loss of Rs.17 million.

iii. JMA Rane Marketing Limited (JMA Rane) JMA Rane trades in automobile components and the provisional accounts of this JMA Rane for the year ended March 31, 2010 has been used for consolidation. The sales increased to Rs.445 million as against Rs.378 million for the previous year. The profit before tax improved from Rs.23 million in the previous to Rs.33 million during the current fiscal.

III) Associate company

Kar Mobiles Limited (KML)

The adverse situation in the export markets impacted KMLs sales being lower by 14% compared to that of the previous year. While the aftermarket sales improved by 27%, export sales declined by 40% over that of the previous year. Despite this drop in sales, KMLs profit before tax increased from Rs.15 million to Rs.44 million primarily due to significant savings in the raw material and other costs. The slow but certain revival in the export market is expected to increase the sales in the fiscal 2010-11.

d. Outlook

Domestic market is expected to continue its strong growth. Passenger Car and Two wheelers are expected to register significant growth with new products launches. Light and Heavy commercial vehicles and tractors are expected to continue its growth momentum although at a lower rate. The Aftermarket demand continues to be strong.

Export market, which has also shown positive signs, is likely to improve further in the current year and your company is well placed to further grow in this segment.

Prices of commodities like steel and oil have started hardening but the general expectation is that the increases will be moderate. The recent trend of strengthening of the Indian currency is causing concern. The continuance of subsidised exports from China and the maintenance of artificial peg on their currency could adversely affect Indian exports in the medium term.

All Rane group companies will continue to focus on improving productivity and quality besides cost reduction initiatives to sustain the improved performance.

e. Strengths, opportunities, threats and risks

Rane Group companies would continue to improve their

strengths in areas of:- Market Leadership Brand Equity Human Resources Total Quality Management (TQM).

The manufacturing facilities already established in India by auto majors, their commitment to increase the capacity as well as the interest shown by other global auto manufactures to set up facilities in India and to make the Indian operations the hub for global supply are opportunities that Rane group would make use for growth.

The main threats are as follows:- - Dumping from China and cheaper imports from other low cost countries.

- Strengthening of Rupee affecting exports.

- More competition since there are no growth opportunities for MNCs elsewhere.

f. Internal control systems and risk management Your Company continues to engage the services of an

independent agency to carry out internal audit of all the Company locations across the country. The Audit Committee of the Board approves the audit plan in the beginning of the financial year in consultation with the internal auditors, the statutory auditors and the operating management. The findings of the internal auditors are placed before the Audit Committee for review. The response of the operating management and counter measures proposed are discussed at the Audit Committee meetings. The process not only seeks to ensure the reliability of control systems and compliance with laws and regulations but also covers resources utilization and system efficacy.

Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management framework. Mitigative measures have been put in place in respect of these risks. These would be periodically reviewed by the Board of Directors.

g. Human resource development and industrial relations

Your Company attaches significant importance to Human Resource Development (HRD) and harmonious industrial relations. The management is continuously working on the development of human capital which is very vital for achieving the goals and realizing the Vision of the Company in an ever- changing and challenging business environment. “Rane Institute for Employee Development” is a group resource that imparts training for enhancing leadership and managerial skills. On an average each employee across all segments and divisions has undergone 5 days of training during the year.

Total Employee Involvement is at the core of Total Quality Management (TQM) that enables continuous improvement to all business processes. The Company conducts regular Employee Opinion Surveys, the outcome of which is shared with the employees, deliberated and acted upon. Specific HR initiatives are rolled out to improve employee engagement. New strategies like multi skilling, competency enhancement programs and enhancing functional and domain depth and managerial bandwidth are being progressively implemented to optimise employee costs and improve productivity.

The total number of employees on the rolls of your Company is 51.

h. Cautionary statement

The information and opinion expressed in this report may

contain certain forward looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in this report.

4. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:- 1. Subsidiary companies – each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

2. Joint Venture companies – each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies.

3. Associate company – share in the profit after tax based on the percentage of share held has been consolidated.

The Ministry of Corporate Affairs, New Delhi, vide order no. 47/158/2010- CL-III dated March 15, 2010, has granted approval that the requirement to attach various documents in respect of the subsidiary companies, as set out in Sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

Financial Information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Company undertakes that it will make available the hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors seeking such information at any point of time on demand. The annual accounts of the subsidiary companies will be posted in the website of the Company viz. http://rane.in and also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

5. Fixed deposits

Your Company has not accepted any deposit falling under the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

6. Board of Directors

Mr. L Ganesh and Mr. V Narayanan retire by rotation and being eligible, offer themselves for reappointment.

During the year, Mr. L Ganesh was appointed as Joint Managing Director of the Company in the designation of Vice-Chairman. Mr. D Vijay Mohan resigned from the board of the Company. The board places on record its appreciation for the services rendered by him during his tenure as director in the Company.

7. Conservation of energy, research and development activities

In view of the nature of activities of the Company, provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable.

8. Foreign exchange earnings and outgo

There was no foreign exchange earned during 2009-10. The foreign exchange outgo was Rs. 7.28 million on account of professional / consultancy charges and foreign travel.

9. Employees

The particulars of employees, as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure A.

10. Auditors

M/s D Rangaswamy & Co., Chartered Accountants, Chennai, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. In view of the proposed implementation of the International Financial Reporting Standards (IFRS) your directors recommend the appointment of Deloitte Haskins & Sells, a Chartered Accountants firm of international repute, also as auditors of the Company from the financial year 2010-11 to conduct joint audit. The Company has received letters from each of them to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

11. Corporate social responsibility

The vision of Rane Group on Corporate Social Responsibility (CSR) is, “To be a socially and environmentally responsive organization committed to improve quality of life within and outside”.

CSR activities of the Group are channelized through Rane

Foundation, a public charitable and educational trust. These initiatives in the social and environmental spectrum are classified as below:- Education Promotion of Education at all levels within organisation

Regular and ongoing interaction with Educational institutions

High School for Girls

Rural Education at plant locations

During the year under review, Rane Foundation has embarked on a project of setting up a Polytechnic College near Trichy in the state of Tamilnadu with contributions from Rane group companies. The first academic year is expected to commence from June 2011.

Healthcare Occupational health & safety

Promotion of health consciousness within organisation

Promotion of Rural health at Plant locations

Empowerment of Women Promotion of Women employment

Promotion of Women Self Help Groups (SHG) at Plant locations

Water Conservation and Harvesting Rain water harvesting at Plants

Water Conservation

Percolation / Irrigation tanks Check/stop dams

12. Directors responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a going concern basis.

13. Corporate Governance Report

A detailed report on Corporate Governance is attached in Annexure B.

For and on behalf of the Board

Chennai

Lakshman L Ganesh

May 28, 2010 Executive Chairman Vice Chairman