Mar 31, 2025
Provisions: Provisions are recognised when there
is a present obligation as result of a past event, it is
probable that an outflow of resources embodying
economic benefits will be required to settle
the obligation and there is a reliable estimate
of the amount of the obligation. Provisions are
measured at the best estimate of the expenditure
required to settle the present obligation at the
Balance sheet date and are not discounted to its
present value unless the effect of time value of
money is material. When discounting is used, the
increase in the provision due to the passage of
time is recognised as a finance cost.
Contingent Liabilities: Contingent liabilities are
disclosed when there is a possible obligation
arising from past events, the existence of which
will be confirmed only by the occurrence or
non occurrence of one or more uncertain future
events not wholly within the control of the
Company or a present obligation that arises from
past events where it is either not probable that
an outflow of resources will be required to settle
or a reliable estimate of the amount cannot be
made. When there is a possible obligation or a
present obligation in respect of which likelihood
of outflow of resources embodying economic
benefits is remote, no provision or disclosure is
made.
Contingent assets: The company does not
recognise contingent assets.
Onerous contract: A provision for onerous
contracts is measured at the present value of the
lower of the expected cost of terminating the
contract and the expected net cost of continuing
with the contract, which is determined based on
the incremental costs of fulfilling the obligation
under the contract and an allocation of other
costs directly related to fulfilling the contract.
Before a provision is established, the Company
recognises any impairment loss on the assets
associated with that contract.
I ncome tax comprises current and deferred tax.
It is recognised in profit or loss except to the
extent that it relates to a business combination or
an item recognised directly in equity or in other
comprehensive income.
Current tax comprises the expected tax
payable or receivable on the taxable income
or loss for the year and any adjustment to
the tax payable or receivable in respect of
previous years. The amount of current tax
reflects the best estimate of the tax amount
expected to be paid or received after
considering the uncertainty, if any, related
to income taxes. It is measured using tax
rates (and tax laws) enacted or substantively
enacted by the reporting date.
Current tax assets and current tax liabilities
are offset only if there is a legally enforceable
right to set off the recognised amounts, and
it is intended to realise the asset and settle
the liability on a net basis or simultaneously.
Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the corresponding
amounts used for tax purposes. Deferred
tax is also recognised in respect of carried
forward tax losses and tax credits. Deferred
tax is not recognised for temporary
differences arising on the initial recognition
of assets or liabilities in a transaction that is
not a business combination and that affects
neither accounting nor taxable profit or loss
at the time of the transaction.
Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which
they can be used. Deferred tax assets -
unrecognised or recognised, are reviewed
at each reporting date and are recognised/
reduced to the extent that it is probable/
no longer probable respectively that the
related tax benefit will be realised.
Deferred tax is measured at the tax rates that
are expected to apply to the period when
the asset is realised or the liability is settled,
based on the laws that have been enacted
or substantively enacted by the reporting
date.
The measurement of deferred tax reflects
the tax consequences that would follow
from the manner in which the Company
expects, at the reporting date, to recover or
settle the carrying amount of its assets and
liabilities.
Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset
current tax liabilities and assets, and they
relate to income taxes levied by the same
tax authority on the same taxable entity, or
on different tax entities, but they intend to
settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will
be realised simultaneously.
Company as a beneficiary: Financial guarantee
contracts involving the Company as a beneficiary
are accounted as per Ind-As 109. The Company
assesses whether the financial guarantee is a
separate unit of account (a separate component
of the overall arrangement) and recognises a
liability as may be applicable Company as a
guarantor: The Company on a case to case basis
elects to account for financial guarantee contracts
as a financial instrument or as an insurance
contract, as specified in Ind AS 109 on Financial
Instruments and Ind AS 117 on Insurance
Contracts, respectively. Wherever the Company
has regarded its financial guarantee contracts as
insurance contracts, at the end of each reporting
period the Company performs a liability
adequacy test, (i.e. it assesses the likelihood
of a pay-out based on current undiscounted
estimates of future cashflows), and any deficiency
is recognised in profit or loss.
Where they are treated as a financial instrument,
the financial guarantee contracts are recognised
initially as a liability at fair value, adjusted for
transaction costs that are directly attributable
to the issuance of the guarantee. Subsequently,
the liability is measured at the higher of the
amount of less allowance determined as per
impairment requirements of Ind AS 109 and
the amount recognised less, when appropriate,
the cumulative amount of income recognised in
accordance with the principles of Ind AS 115."
Basic earnings per share is computed by dividing
the profit after tax (including the post tax effect
of exceptional items, if any) by the weighted
average number of equity shares outstanding
during the year.
Diluted earnings per share is computed by
dividing the profit after tax (including the post
tax effect of exceptional items, if any) as adjusted
for dividend, interest and other charges to
expense or income relating to the additional
dilutive potential equity shares, by the weighted
average number of equity shares considered
for deriving basic earnings per share and the
weighted average number of equity shares
which could have been issued on the conversion
of all dilutive potential equity shares. Potential
equity shares are deemed to be dilutive only if
their conversion to equity shares would decrease
the net profit per share from continuing ordinary
operations. Potential dilutive equity shares are
deemed to be converted as at the beginning
of the period, unless they have been issued at
a later date. The dilutive potential equity shares
are adjusted for the proceeds receivable had
the shares been actually issued at fair value (i.e.
average market value of the outstanding shares).
Dilutive potential equity shares are determined
independently for each period presented.
Investment in subsidiaries and joint venture
/ associate entities are measured at cost less
accumulated impairment as per Ind AS 27.
Investments are reviewed for impairment if
events or changes in circumstances indicate that
the carrying amount may not be recoverable.
The final dividend on shares is recorded
as a liability on the date of approval by the
shareholders and interim dividends are recorded
as a liability on the date of declaration by the
Board of Directors.
The Company holds strategic investments and
operates in a single reportable segment, which
primarily includes providing support services
such as management, information technology,
business development and infrastructure to
entities in the Rane Group.
As the Company''s operations are confined to only
one segment, no seperate segment disclosures
are presented in the standalone financial
statements. Segment information pertaining to
the underlying operating businesses is disclosed
in the consolidated financial statements of the
company
Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
For the year ended March 31, 2025, MCA has
notified Ind AS 117 Insurance Contracts and
amendments to Ind AS 116 -Leases, relating to
sale and leaseback transactions, applicable to the
Company w.e.f. April 1,2024. The Company has
reviewed the new pronouncements and based
on its evaluation has determined that it does
not have any significant impact in its financial
statements.
7.1 During the year, pursuant to the scheme of amalgamation ("Scheme"), RBL and REVL were merged into
RML following approval from National Company Law Tribunal. The Appointed date for the amalgamation
was April 01,2024. As at March 31, 2025, the Company held equity shares in RBL and REVL, against
which the company is entitled to receive shares in RML basis the approved swap ratio. Subsequent to
the reporting date, the allotment of RML shares was completed.
7.2 During the year ended March 31, 2025, the Company acquired 91,29,000 equity shares (51% stake)
held by NSK Limited, Japan in Rane Steering Systems Private Limited (formerly known as Rane NSK
Steering systems Private Limited) for ''4,500 Lakhs and accordingly RSSL became an wholly owned
subsidiary of the company effective from September 19, 2024.
7.3 The Company designated the investments shown below as equity investments at FVOCI because these
equity instruments represent investments that the Company intends to hold for long-term for strategic
purposes.
(''47 Lakhs during the year ended March 31,2024) from AutoTech towards its share of distribution of
capital arising as a result of sale of investments held by AutoTech in some of the portfolio companies.
The said amount has been reduced from the carrying value of investments.
7.4 As per requirements of Ind AS 36, the Company has assessed the recoverable value of its total
investment in its erstwhile subsidiary and has accordingly recorded an impairment loss amounting to
''296 Lakhs during the year ended March 31,2024. The Company had sold its entire investment in Rt4u
for a consideration of ''850 Lakhs in exchange for allotment of 862,505 equity shares in eTrans Solutions
Private Limited ("eTrans") representing 11.94% stake in eTrans and Rt4u ceased to be a subsidiary of the
Company effective July 19, 2023.
The interest rate is at 9.30% p.a for the loans outstanding as at March 31,2025.
The term loans outstanding as at March 31,2025 which were availed from Bajaj Finance Limited were secured
by charge created on the Company''s land and building located at Kandanchavadi, Chennai.
Other borrowing notes
Term loans were applied for the purpose for which they were obtained.
The Company has not been declared as wilful defaulters by any bank or financial institutions or other lender.
Information about the Company''s exposure to interest rate, foreign currency and liquidity risk is disclosed
in note 44
Breach of loan agreement
There is no breach of loan agreements.
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company does not have any transaction which is not recorded in the books of account that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
c. The Company does not have any transactions with struck off companies under section 248 of the
Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year.
d. The Company has not advanced or loaned or invested funds to any persons or entities, including
foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that
the Intermediary shall:
1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or
2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
e. The Company has not received any fund from any persons or entities, including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. The Company does not have any charges or satisfaction which is yet to be registered with Registar of
Companies beyond the statutory period as at the reporting date.
g. The Company has complied with the number of layers prescribed under clause 87 of section 2 of the
Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
h. The Company has not entered into any scheme of arrangement as per sections 230 to 237 of the
Companies Act, 2013.
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any
expense recognised in relation to these schemes represents the value of contributions payable during the
period by the Company at rates specified by the rules of those plans. The only amounts included in the
balance sheet are those relating to the prior months contributions that were not due to be paid until after
the end of the reporting period.
(a) Provident fund
I n accordance with the Employee''s Provident Fund and Miscellaneous Provisions Act, 1952, eligible
employees of the Company are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Company make monthly contributions at a specified
percentage of the covered employees salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members
of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees'' salary to LIC every year. Such
contributions are recognised as an expense as and when incurred. The Company does not have any
further obligation beyond this contribution.
The total expense recognised in profit or loss of ''158 Lakhs (for the year ended March 31,2024 : ''152
Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of
the plans. As at March 31,2025 contributions of ''25 Lakhs (as at March 31,2024 : ''23 Lakhs) had not
been paid. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees. The plan provides for a lump-sum payment to vested employees upon retirement, resignation,
death while in employment or on termination of employment of an amount equivalent to 15 days salary
payable for each completed year of service. Vesting occurs upon completion of five years of service. The
Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts
for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest
rate risk and salary risk.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit
obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has
been calculated using the projected unit credit method at the end of the reporting period, which is the same as
that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods used in preparing the sensitivity analysis from prior years.
Defined benefit liability and employer contributions
The Company expects to contribute an amount of ''72 Lakhs towards defined benefit plan obligations funds for
year ending March 31,2026 in view of deficit in plan assets as at March 31,2025. The weighted average duration
of the defined benefit obligation is 2.8 years (March 31, 2024 - 4.5 years). The expected maturity analysis of
undiscounted gratuity is as follows:
An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Company''s other components, and for which discrete financial information is available. All operating
segments'' operating results are reviewed regularly by the Company''s Board of Directors to make decisions
about resources to be allocated to the segments and assess their performance. The Board of Directors are
considered to be the Chief Operating Decision Maker (''CODM'') within the purview of Ind AS 108 Operating
Segments.
The Company holds strategic investments and operates in a single reportable segment, which primarily
includes providing support services such as management, information technology, business development,
and infrastructure to entities in the Rane Group. As the Company''s operations are confined to only one
segment, no separate segment disclosures are presented in the Standalone financial statements. Segment
information pertaining to the underlying operating businesses is disclosed in the Consolidated financial
statements of the Company.
1. Investment in subsidiaries, joint venture / associate entities of ''47,443 Lakhs (''42,943 Lakhs) is shown
at cost (net off impairment) in balance sheet as per the Ind AS 27 " Separate Financial Statements"
2. The Company has not disclosed fair values of financial instruments such as trade receivables, cash and
cash equivalents, bank balances other than cash and cash equivalents, loans, other financial assets,
borrowings, trade payables and other financial liabilities, since their carrying amounts are a reasonable
approximation of their fair values.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a) Credit risk (see (ii) below);
b) Liquidity risk (see (iii) below); and
c) Market risk (see (iv) below).
i. Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the
Company''s risk management framework. The board of directors along with the top management are
responsible for developing and monitoring the Company''s risk management policies. The Company''s
senior management advises on financial risks and the appropriate financial risk governance framework
for the Company.
The Company''s risk management policies are established to identify and analyse the risks faced by
the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed regularly to reflect changes in market conditions
and the Company''s activities. The Company, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees
understand their roles and obligations.
The board of directors oversees the compliance with respect to risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced
by the Company.
ii. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss.
The Company''s receivables are primarily only from its subsidiary, joint venture / associate entities. The
Company does not have any history of bad debts in earlier years in respect of receivable from the
Group companies and as a result, the Company do not perceive a credit risk with respect to receivables
from group companies and no loss allowance for trade receivables was required to be recognised.
I nvestments are made only with approval of Board of Directors. This primarily include investments in
equity instruments of subsidiaries, joint venture/associate entities amongst others. The Company does
not expect significant credit risks arising from these investments.
The Company holds cash and cash equivalents and bank balances other than cash and cash equivalents
with credit worthy banks as at the reporting dates. The credit risk on these instruments is limited because
the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other financial assets comprises of other receivables, long term deposits and rent advance. The
Company does not expect any loss from non-performance by these counter-parties.
iii. Liquidity risks
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
Taking into consideration the liquidity position of the Company as at the balance sheet date together
with the existing and proposed financing arrangements made for future, the management believes that
the liquidity risk is mitigated and that the Company will be able to meet all its obligations arising from
settlement of financial liabilities.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates will
affect the Company''s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters
and optimising the return.
The Company is exposed to equity price risks arising from its investments in equity investments.
However all the equity investments in group companies are strategic in nature and held for long term
period rather than for trading purposes.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate
because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in
foreign exchange rates relates primarily on account of investments and trade receivables.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company''s exposure to the risk of changes in market
interest rates relates primarily to the Company''s debt obligations with floating interest rates.
The Company constantly monitors the credit markets and rebalances its financing strategies to achieve
an optimal maturity profile and financing cost. The Company manages its interest rate risk by having a
balanced portfolio of fixed and variable rate borrowings. A 50 basis point increase or decrease is used
and represents management''s assessment of the reasonably possible changes in interest rates.
If interest rate had been 50 basis point higher / lower and all other variables were held constant,
the Company''s profit for the year ended March 31, 2025 would decrease / increase by ''25 Lakhs
(March 31,2024 : Nil).
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the
end of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended March 31,2025 would increase
/ decrease by ''39 Lakhs (March 31,2024: ''41 Lakhs) as a result of the changes in fair value of equity
investments which have been irrevocably designated at FVOCI.
Offsetting financial assets and financial liabilities
The Company does not have any financial instruments that offset or are subject to enforceable master
netting arrangements and other similar agreements.
The financial statements were approved for issue by the Board of Directors on May 30, 2025.
As per our report of even date attached
Chartered Accountants Rane Holdings Limited
Firm''s Registration No.: 101248W/W-100022
Partner Vice Chairman and Joint Chairman and Managing Director
Membership No.: 203491 Managing Director DIN:00012583
DIN:00012602
Place: Chennai J Ananth Siva Chandrasekaran
Date: May 30, 2025 Chief Financial Officer Company Secretary
Mar 31, 2024
7.1 During the year ended March 31,2024, the Company acquired 171,821 equity shares of ''10 each fully paid up in Rane Engine Valve Limited (" REVL") pursuant to conversion of 171,821 share warrants for an aggregate consideration of ''500 (including the share warrant exercise price of ''125)
7.2 During the year ended March 31,2024, the Company acquired 2,160,432 equity shares of Rane t4u Private Limited ("Rt4u") , an erstwhile subsidiary company for ''216.
As per requirements of Ind AS 36, the Company has assessed the recoverable value of its total investment in its erstwhile subsidiary and has accordingly recorded an impairment loss amounting to ''296 during the year ended March 31,2024 (March 31,2023 : ''292). The Company had sold its entire investment in Rt4u for a consideration of ''850 in exchange for allotment of 862,505 equity shares in eTrans Solutions Private Limited ("eTrans") representing 11.94% stake in eTrans and Rt4u ceased to be a subsidiary of the Company effective July 19, 2023.
7.3 The Company designated the investments shown below as equity investments at FVOCI because these equity instruments represent investments that the Company intends to hold for long-term for strategic purposes.
During the year ended March 31,2024, the Company had invested an amount of ''83 (''124 during the year ended March 31,2023) in AutoTech towards its share of capital contribution as one of the limited partners in the fund. The company has receivable/received an amount of ''47 (''393 during the year ended March 31,2023) from AutoTech towards its share of distribution of capital arising as a result of sale of investments held by AutoTech in some of the portfolio companies. The said amount has been reduced from the cost of investments.
The Company''s receivables are predominatly from its subsidary companies and joint venture / associate entities. The Company did not have any history of bad debts in earlier years in respect of the receivables from the subsidiaries and joint venture / associate entities. Further, the Company has assessed that there is no credit risk and thus no allowance for impairment of trade receivables was required to be recognised.
The Company''s exposure to currency risk is disclosed in note 41. For related party receivables, refer note 40.
Rights, preferences and restrictions attached to equity shares
The Company has one class of equity share having a par value of ''10 per share. Each holder of equity share is entitled to one vote per share. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Repayment of capital on liquidation will be in proportion to the number of equity shares held.
17.4 Information regarding issue of shares in the last five years
There are no bonus shares or buy-back of shares or shares issued for consideration other than cash during a period of five years immediately preceeding financial years as of the aforesaid reporting dates.
For the purpose of the Company''s capital management, capital includes issued equity capital and equity reserves attributable to the equity holders of the Company. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and its capital requirements. The funding requirements are met through a mixture of equity and borrowings. The Company''s policy is to use longterm borrowings to meet anticipated funding requirements. The Company monitors capital using a ratio of ''adjusted net debt'' to ''total equity''. For this purpose, adjusted net debt comprises of interest-bearing borrowings less cash and cash equivalents. Total equity comprises all components of equity.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies Act 2013 and rules made thereunder.
The Companies Act 2013 requires that where a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfer shall be disclosed in the balance sheet. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. The Company established this reserve pursuant to the redemption of preference shares issued in earlier years.
Retained earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. The balance in retained earnings can be utilized for distribution of dividend by the Company considering the requirements of the Companies Act, 2013.
Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of defined benefit obligations, net of tax, amounting to ''87 as at March 31, 2024 (March 31,2023: ''54).
In respect of the year ended March 31,2024, the directors proposed a dividend of ''25 /- per share (March 31,2023: ''17 /- per share) be paid to all holders of fully paid equity shares. This equity dividend is subject to approval by shareholders at the ensuing Annual General Meeting and has not been included as a liability in these standalone financial statements. The total estimated equity dividend to be paid is ''3,569 (March 31, 2023: ''2,427).
The interest rate range from 8.57% p.a to 9.30% p.a for the loans outstanding as at March 31,2023.
The term loans outstanding as at March 31,2023 which were availed from HDFC Bank Limited were secured by a Pari-passu charge created on the Company''s land located at Teynampet, Chennai and loan availed from Axis Finance Limited was secured by a first charge created on the Company''s land and building located at Perungudi, Chennai.
Other borrowing notes
Term loans were applied for the purpose for which they were obtained. Further, short term loans availed have not been utilised for long term purposes by the Company.
Quarterly returns or statements of current assets filed by the Company for the sanction of working capital loans with banks or financial institutions are in agreement with that of books of accounts
The Company has not been declared as wilful defaulters by any bank or financial institutions or other lender.
Information about the Company''s exposure to interest rate, foreign currency and liquidity risk is disclosed in note 41.
21.1 Others represents an accrued amount of ''59 in the earlier years towards arrears of lease rent for the land taken under lease.
21.2 The Company''s exposure to credit and liquidity risk related to other financial liabilities are disclosed in note 41
21.3 Capital creditors includes an amount of ''1 (March 31,2023 : ''12) due to micro enterprises and small enterprises
22.1 Dues to micro enterprises and small enterprises :
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 28, 2008, which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small and Medium Enterprise Development Act, 2006 (''the Act''). In view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet dates.
31.3. Other statutory information
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
c. The Company does not have any transactions with struck off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year.
d. The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
e. The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. The Company does not have any charges or satisfaction which is yet to be registered with Registar of Companies beyond the statutory period as at the reporting date.
g. The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
h. The Company has not entered into any scheme of arrangement as per sections 230 to 237 of the Companies Act, 2013.
|
34. Contingent liabilities |
||
|
Particulars |
As at 1 As at 31,2024| March 31,2023 |
|
|
Claims against the company not acknowledged as debts |
||
|
- Income tax matters |
112 585 |
|
|
- Customs matters |
6 6 |
|
In addition to the above, the Company from time to time is also engaged in proceedings pending with various authorities in the ordinary course of business. Judgement is required in assessing the range of possible outcomes for some of these matters, which could change substantially over time as each of the matters progresses depending on experience on actual assessment proceedings by the respective authorities and other judicial precedents. Based on its internal assessment supported by external legal counsel views, as considered necessary, the Company believes that it will be able to sustain its positions if challenged by the authorities and accordingly no additional provision / disclosures are required for these matters.Management is of the view that above matters will not have any material adverse effect on the Company''s financial position and results of operations.
|
35. Commitments |
|||
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Particulars |
As at March 31,2024 |
As at March 31,2023 |
|
|
Estimated amount of contracts remaining to be executed account(net of advance) |
on capital |
52 |
63 |
|
Uncalled liability on investment in Auto Tech I, L.P |
188 |
267 |
|
|
Balance amount payable towards preferential allotment warrants issued by REVL |
of shares |
- |
375 |
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund
I n accordance with the Employee''s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees'' salary to LIC every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognised in profit or loss of ''152 (for the year ended March 31, 2023 : ''141) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at March 31,2024 contributions of ''23 (as at March 31,2023 : ''20) had not been paid. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees upon retirement, resignation, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and attrition. The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. Defined benefit liability and employer contributions
The Company expects to contribute an amount of ''108 towards defined benefit plan obligations funds for year ending March 31,2025 in view of deficit in plan assets as at March 31, 2024. The weighted average duration of the defined benefit obligation is 4.5 years (March 31, 2023 - 4.1 years). The expected maturity analysis of undiscounted gratuity is as follows:
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by the Company''s Board of Directors to make decisions about resources to be allocated to the segments and assess their performance. The Board of Directors are considered to be the Chief Operating Decision Maker (''CODM'') within the purview of Ind AS 108 Operating Segments.
The Company holds strategic investments in subsidiaries and joint venture / associate entities (collectively called "the Group") that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Since the Company prepares consolidated financial statements, segment information has been disclosed in the consolidated financial statements.
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a) Credit risk (see (ii) below);
b) Liquidity risk (see (iii) below); and
c) Market risk (see (iv) below).
i. Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors along with the top management are responsible for developing and monitoring the Company''s risk management policies. The Company''s senior management advises on financial risks and the appropriate financial risk governance framework for the Company.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The board of directors oversees the compliance with respect to risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
ii. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
The Company''s receivables are primarily only from its subsidiary, joint venture / associate entities. The Company does not have any history of bad debts in earlier years in respect of receivable from the Group companies and as a result, the Company do not perceive a credit risk with respect to receivables from group companies and no loss allowance for trade receivables was required to be recognised.
Investments are made only with approval of Board of Directors. This primarily include investments in equity instruments of subsidiaries, joint venture/associate entities amongst others. The Company does not expect significant credit risks arising from these investments.
The Company holds cash and cash equivalents and bank balances other than cash and cash equivalents with credit worthy banks as at the reporting dates. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other financial assets comprises of other receivables, long term deposits and rent advance. The Company does not expect any loss from non-performance by these counter-parties.
iii. Liquidity risks
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Taking into consideration the liquidity position of the Company as at the balance sheet date together with the existing and proposed financing arrangements made for future, the management believes that the liquidity risk is mitigated and that the Company will be able to meet all its obligations arising from settlement of financial liabilities.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters and optimising the return.
The Company is exposed to equity price risks arising from its investments in equity investments. However all the equity investments in group companies are strategic in nature and held for long term period rather than for trading purposes.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily on account of investments and trade receivables.
A reasonably possible strengthening / weakening of the ''against USD / EURO as at the respective reporting period end would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remains constant.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.
The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. A 50 basis point increase or decrease is used and represents management''s assessment of the reasonably possible changes in interest rates.
There are no borrowings outstanding as at March 31,2024.
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended March 31,2024 would increase / decrease by ''41 (March 31,2023: ''42) as a result of the changes in fair value of equity investments which have been irrevocably designated at FVOCI.
Offsetting financial assets and financial liabilities
The Company does not have any financial instruments that offset or are subject to enforceable master netting arrangements and other similar agreements.
42. Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 15, 2024.
See accompanying notes forming part of standalone financial statements As per our report of even date attached
Mar 31, 2023
Provisions: Provisions are recognised when there is a present obligation as result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value unless the effect of time value of money is material. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
Contingent assets: The company does not recognise contingent assets.
Onerous contract: A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.
Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combinationton or an item recognised directly in equity or in other comprehensive income.
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
b. Deferred tax:
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for tax purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured at the higher of:
⢠the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and
⢠the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS 115.
Basic earnings per share is computed by dividing the profit after tax (including the post tax effect of exceptional items, if any) by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit after tax (including the post tax effect of exceptional items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the additional dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.
Investment in subsidiaries and joint venture / associate entities are measured at cost less accumulated impairment as per Ind AS 27.
The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Board of Directors.
The Company holds strategic investments in subsidiaries and joint venture / associate entities (collectively called "the Group") that are primarily engaged in single segment viz., manufacturing/ marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Segment reporting information is provided in the consolidated financial statements of the group.
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, which includes the following:
The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements.
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.
Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty.
The Company does not expect these amendments to have any significant impact in its standalone financial statements
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
c. The Company does not have any transactions with struck off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year.
d. The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
1) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
2) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
e. The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund
In accordance with the Employee''s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees'' salary to LIC every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognised in profit or loss of ''141 (for the year ended March 31, 2022 : ''105) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at March 31, 2023, contributions of ''20 (as at March 31, 2022 : ''18) had not been paid. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees upon retirement, resignation, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a) Credit risk (see (ii) below);
b) Liquidity risk (see (iii) below); and
c) Market risk (see (iv) below).
i. Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors along with the top management are responsible for developing and monitoring the Company''s risk management policies. The Company''s senior management advises on financial risks and the appropriate financial risk governance framework for the Company.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The board of directors oversees the compliance with respect to risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
ii. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
The Company''s receivables are only from its subsidiary, joint venture / associate entities. The Company does not have any history of bad debts in earlier years in respect of receivable from the Group companies and as a result, the Company do not perceive a credit risk with respect to receivables from group companies and no loss allowance for trade receivables was required to be recognised.
I nvestments are made only with approval of Board of Directors. This primarily include investments in equity instruments of subsidiaries, joint venture/associate entities amongst others. The Company does not expect significant credit risks arising from these investments.
The Company holds cash and cash equivalents and bank balances other than cash and cash equivalents with credit worthy banks as at the reporting dates. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other financial assets comprises of other receivables, long term deposits and rent advance. The Company does not expect any loss from non-performance by these counter-parties
iii. Liquidity risks
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Taking into consideration the liquidity position of the Company as at the balance sheet date together with the existing and proposed financing arrangements made for future, the management believes that the liquidity risk is mitigated and that the Company will be able to meet all its obligations arising from settlement of financial liabilities.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.
The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. A 50 basis point increase or decrease is used and represents management''s assessment of the reasonably possible changes in interest rates.
If interest rate had been 50 basis point higher / lower and all other variables were held constant, the Company''s profit for the year ended March 31, 2023 would decrease / increase by ''28 (March 31, 2022 : ''35).
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended March 31, 2023 would increase / decrease by ''42 (March 31, 2022: ''45) as a result of the changes in fair value of equity investments which have been irrevocably designated at FVOCI.
Offsetting financial assets and financial liabilities
The Company does not have any financial instruments that offset or are subject to enforceable master netting arrangements and other similar agreements.
The financial statements were approved for issue by the Board of Directors on May 12, 2023.
See accompanying notes forming part of standalone financial statements As per our report of even date attached
Chartered Accountants Rane Holdings Limited
Firm''s Registration No.: 101248W/W-100022
Partner Vice Chairman & Joint Managing Director Chairman & Managing Director
Membership No.: 203491 DIN:00012602 DIN:00012583
Date: May 12, 2023 Chief Financial Officer Company Secretary
Mar 31, 2022
7.1 During the year ended 31 March, 2022, the Company acquired 16,99,958 equity shares of '' 10 each fully paid up in Rane (Madras) Limited ("RMLâ) pursuant to conversion of 16,99,958 warrants for an aggregate consideration of ''4,000 lakhs (including the warrant exercise price of ''3,000 Lakhs).
7.2 During the year ended 31 March 2022, Rane Engine Valve Limited, subsidiary company ("REVLâ), allotted on a preferential basis to the Company, 5,15,463 share warrants at a an issue price of ''291/- each, compulsorily convertible into 5,15,463 equity shares having a face value of ''10/- each, upon payment of the total consideration of ''1,500 lakhs in one or more tranches. The Company had paid 25% of the above issue price amounting to ''375 lakhs during the year towards subscription of the said share warrants.
As on 31 March , 2022, the company has compared the carrying value of its investment in a subsidiary with the market value of such investment and noted the need for impairment assessment.Consequently, the management has assessed the recoverable amount of the investment in subsidiary based on the present value of the future cash flows expected to be derived from the investment. The recoverable amount is established to be higher than the carrying amount of investment and hence no impairment was required to be recognised as at 31 March, 2022.
7.3 During the year ended 31 March 2022, the Company has acquired 1,80,000 equity shares of Rane Brake Lining Limited ("RBLâ), a subsidiary company at prevailing market prices aggregating to ''1,127 Lakhs through the Open market purchase.
7.4 During the year ended 31 March 2022, the Company has acquired 2,45,574 equity shares of Rane t4u Private Limited ("Rt4u"), a subsidiary company for a cash consideration of ''14 Lakhs from existing shareholders of Rt4u and has acquired 1,63,33,660 equity shares by subscribing to Rights issue(s) for an aggregate consideration of ''1634 Lakhs.
As per requirements of ind AS 36, the Company has assessed the recoverable value of its total investment, loans and other financial assets in its subsidiary and has accordingly recorded for an impairment loss amounting to ''1,781 lakhs during the year ended 31 March 2022 (31 March 2021 ''1,557 Lakhs) . in order to carry out this assessment, the management determined the recoverable value of investments, based on the fair value less cost to sell model. This involved significant judgements and estimates including determination of comparable companies and transactions, implied market multiples and projected revenue.
7.5 On 30 December 2021, the company''s transferred 87,383 (nos.) equity shares representing 1% of the total shareholding in ZF Rane Automotive india Private Limited ("ZRAiâ) a joint venture/associate entity for a consideration of ''2,016 Lakhs. Corresponding gain from such transfer aggregating to Rs. 1,970 Lakhs has been disclosed as ''Other income'' (refer note: 27).
7.6 The Company designated the investments shown below as equity investments at FVOCi because these equity instruments represent investments that the Company intends to hold for long-term for strategic purposes.
During the year ended 31 March 2022, the Company had invested an amount of ''168 lakhs (''680 Lakshs in 31 March 2021) in AutoTech towards its share of capital contribution as one of the limited partners in the fund. During the current year, the company has received an amount of ''552 lakhs (''232 Lakhs in 31 March 2021) from AutoTech towards its share of distribution of capital arising as a result of sale of investments held by AutoTech in some of the portfolio companies. The said amount has been reduced from the cost of investments.
The Company has one class of equity share having a par value of ''10 per share. Each holder of equity share is entitled to one vote per share. the Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting, Repayment of capital on liquidation will be in proportion to the number of equity shares held.
in the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. the distribution will be in proportion to the number of equity shares held by the shareholders.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies act , 2013 (the Ac^ and rules made thereunder.
The Companies Act requires that where a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfer shall be disclosed in the balance sheet. the capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. the Company established this reserve pursuant to the redemption of preference shares issued in earlier years.
the above represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. the balance in retained earnings can be utilized for distribution of dividend by the Company considering the requirements of the Companies Act, 2013 and other local laws.
Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of defined benefit obligations, net of tax, amounting to ''22 lakhs as at 31 March 2022 (31 March 2021: ''33 lakhs)
in respect of the year ended 31 March, 2022, the directors proposed a dividend of '' 12 per share be paid to all holders of fully paid equity shares. this equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. the total estimated equity dividend to be paid is ''1,713 Lakhs.
the Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. these changes are accumulated within equity. the Company transfers amounts therefrom to retained earnings when the relevant equity securities are derecognised.
The interest rate range from 5.79% p.a to 9.65% p.a (31 March 2021: 5.72% p.a to 9.65% p.a).
The term loans outstanding as at 31 March 2022 which are availed from Federal Bank Limited and HDFC Bank Limited are secured by a pari-passu charge created on the Company''s land located at teynampet, Chennai and loan availed from Axis Finance Limited is secured by a first charge created on the Company''s land and building located at perungudi, Chennai.
Utilisation of borrowed funds and share premium
term loans were applied for the purpose for which the loans were obtained.
the Company has not been declared as wilful defaulters by any Bank or Financial institutions or government or any government authority.
21.1 Others include an accrued amount of ''59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease.
21.2 The Company doesn''t have any non current other financial liabilities
21.3 the Company''s exposure to credit and liquidity risk related to other financial liability is disclosed in note 41
21.4 Capital creditors includes an amount of '' 135 lakhs (31 March 2021 : '' Nil ) due to Micro small and Medium Enterprises
Based on, and to the extent of information received from the suppliers regarding their status under the Micro, small and Medium enterprises Development Act, 2006 (MsMED Act) there are no dues pending more then 45 days to micro and small enterprises as at 31 March 2021 and as at 31 March 2022
the Company''s exposure to credit and liquidity risk related to trade payables is disclosed in note 41
31.2.1.The above expenditure includes contribution to Rane Foundation of '' Nil (31 March 2021 '' 68 Lakhs)
31.3 other statutory requirements
a. the Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. the Company doesnt have not any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income tax Act, 1961 (such as, search or survey or any other relevant provisions of the income tax AcL 1961)
c. the Company has no transactions with struck off companies during the year
d. the Company has not advanced or loaned funds to any persons or entities, including foreign entities (intermediaries) with the understanding that the intermediary shall:
1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
2. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
e. the Company has not received any fund from any persons or entities, including foreign entities with the understanding that the Company shall:
1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (Ultimate Beneficiaries) or
2. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. the Company does not have any charges or satisfaction which is yet to be registered with registar of Companies beyond the statutory period
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35 |
contingent liabilities |
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Particulars |
As at |
As at |
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31 March 2022 |
31 march 2021 |
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Claims against the Company not acknowledged as debts |
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income tax matters |
112 |
95 |
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Customs matters |
6 |
6 |
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35.a Commitments and guarantees |
||||
|
Particulars |
As at |
As at |
||
|
31 march 2022 |
31 march 2021 |
|||
|
Estimated amount of contracts remaining to be executed on capital account (net of advance) |
125 |
14 |
||
|
Uncalled liability on investment in Auto Tech i, L.P |
360 |
515 |
||
|
Balance amount payable towards preferential allotment of shares warrants issued by REvL |
1,125 |
- |
||
|
Balance amount payable towards preferential allotment of shares warrants issued by RML |
- |
3,000 |
||
36 Employee benefit plansa. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. the only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
In accordance with the Employee''s provident Fund and Miscellaneous provisions AcT 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary.
the contributions, as specified under the law, are made to the Government.
the Company has a superannuation plan for the benefit of its employees. employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
the Company contributes up to 15% of the eligible employees'' salary to LiC every year. such contributions are recognised as an expense as and when incurred. the Company does not have any further obligation beyond this contribution.
the total expense recognised in profit or loss of '' 105 Lakhs (for the year ended 31 March 2021: '' 96 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March 2022, contributions of '' 18 Lakhs (as at 31 March 2021: '' 16 Lakhs) had not been paid. the amounts were paid subsequent to the end of the respective reporting periods.
the Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. the plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. vesting occurs upon completion of five years of service. the Company makes annual contributions to Life insurance Corporation of india (LiC). the Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
the defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and attrition. The sensitivity analyses have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
there was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The Company holds strategic investments in subsidiaries and Joint venture/associates (collectively called "the Groupâ) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group.Segment reporting information is provided in Consolidated financial statement of the Group.
41 Financial instruments41.1 Capital management
The Company manages it''s capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. the Company is not subject to any externally imposed capital requirements.
the capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalent as detailed in notes 19 and 14.a) and total equity of the Company.
There have been no transfers among Level 1, Level 2 and Level 3 during the year ended 31 March 2022 and 31 March 2021. * Fair value hierarchy (Level 1,2,3)
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
41.3 Financial risk management
the Company has adequate internal processes to assess, monitor and manage financial risks. these risks include market risk, credit risk and liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
The Company is exposed to equity price risks arising from its investments in equity investments. However all the equity investments in group companies are strategic in nature and held for long term period rather than for trading purposes.
41.5 Foreign currency risk management
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. the Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.
41.5.1 Foreign currency sensitivity analysis
the following table details the Company''s sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used and represents management''s assessment of the reasonably possible change in foreign exchange rates. the sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A negative number below indicates a decrease in profit or equity where the Indian Rupee strengthens by 5% against the relevant currency. For a 5% weakening of the indian rupee against the relevant currency, there would be a opposite impact on the profit or equity.
41.6 Interest rate risk management
interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
41.6.1 interest rate sensitivity analysis
the sensitivity analysis below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. a 50 basis point increase or decrease is used and represents management''s assessment of the reasonably possible change in interest rates.
if interest rate had been 50 basis points higher / lower and all other variables were held constant, the Company''s profit for the year ended 31 March 2022 would decrease / increase by ''35 Lakhs (31 March 2021 '' 38 Lakhs). this is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowing.
41.7 Equity price sensitivity analysis
the sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended 31 March 2022 would increase / decrease by ''45 Lakhs (31 March 2021: '' 45 Lakhs) as a result of the changes in fair value of equity investments which have been irrevocably designated at FvoCi.
The Company''s receivables are wholly from its subsidiary companies and Joint venture/associate companies. The Company did not have any history of bad debts in earlier years in respect of the receivables from the subsidiaries associate and Joint venture/associates. Further, the Company has assessed that there is no credit risk and thus no allowance for impairment of trade receivables was required to be recognised.
41.9 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. the Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
41.9.1 Liquidity and interest risk tables
the following tables detail the Company''s remaining contractual maturity for its financial liabilities with agreed repayment periods. the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. the tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. the contractual maturity is based on the earliest date on which the Company may be required to pay.
42 Approval of financial statements
The financial statements were approved for issue by the Board of Directors on 26 May 2022.
Mar 31, 2019
1. Employee Benefit Plans
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognized in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior monthsâ contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund and pension
In accordance with the Employeeâs Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employeesâ salary.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employeesâ salary to LIC every year. Such contributions are recognized as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognized in profit or loss of Rs,89 Lakhs (for the year ended 31 March 2018: Rs,80 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March 2019, contributions of Rs,20 Lakhs (as at March 31, 2018: Rs,13 Lakhs ) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans :
The defined benefit plans operated by the Company are as below:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India(LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Interest rate risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s debt investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.
Notes:
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.
(iv) Experience adjustments has been disclosed based on the information available in the actuarial valuation report.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
(b) Compensated absences
The lease obligations cover the Companyâs liability for earned leave.
The amount of provision of Rs,146 Lakhs (March 31, 2018 - Rs,130 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
Notes
i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
2. Amount Spent on CSR Activities :
i. Gross amount required to be spent by the company during the year is Rs,93.07 Lakhs (''Rs,75.40 Lakhs)
ii. Amount spent during the year on revenue expenditure is Rs,123.00 Lakhs (Rs,125.40 Lakhs)
3. Operating Leases Cancellable Leases :
The company has entered into lease agreements for office space and accommodation for business purposes. The lease rentals debited to the Statement of Profit and Loss is Rs,9 Lakhs for the year ended 31st March 2019 (PY Rs,16 lakhs )
Non-cancellable Leases :
The company has entered into Non-cancellable lease agreements for certain office equipments and vehicles for a period ranging from one year to five years
The payments under Non - cancellable operating leases for the year ended 31 March 2019 is Rs,231 lakhs considered under other expenses out of which Rs,132 lakhs is included in IS expenses and Rs,99 lakhs is included in Rent
4. Financial Instruments
37.1 Capital management
The company manages it''s capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The company isn''t subject to any externally imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances as detailed in notes 17,19 and 13.a) and total equity of the Company.
The Company is not subject to any externally imposed capital requirements.
37.1.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:
Note: Investment in subsidiaries and Joint Ventures RS,31,725 Lakhs (RS, 28,426 Lakhs) is shown at cost in balance sheet as per the Ind AS 27 "Separate Financial Statements"
37.3 Financial risk management objectives
The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk, credit risk and liquidity risk.
37.4 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
The company is exposed to Equity Price risks arising from its Equity investments. However all the Equity investments in Group companies are strategic in nature and held for long term period rather than for trading purposes.
37.5 Foreign Currency risk management
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.
The carrying amounts of the company''s foreign currency denominated monetary assets at the end of the reporting period are as follows:
37.5.1 Foreign Currency sensitivity analysis
The following table details the company''s sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the rupee depreciates 5% against the relevant currency. For a 5% appreciation of the rupee against the relevant currency, there would be a comparable impact on the profit or equity.
This is mainly attributable to the exposure outstanding on Foreign Currency receivables and investment in the Company at the end of the reporting period.
The Company''s sensitivity to foreign currency has increased during the current year mainly due to new investment.
In management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
37.6 Interest rate risk management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
37.6.1 Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. The analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.
If interest rate had been 50 basis points higher/lower and all other variables were held constant, the company''s:
- profit for the year ended March 31, 2019 would decrease/increase by Rs,9.49 Lakhs (Rs,9.56 Lakhs). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings; and
The Company''s sensitivity to interest rates has increased during the current year mainly due to the increase in variable rate borrowings.
37.7 Other price risks
The company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The company doesn''t actively trade these investments.
37.7.1 Equity Price Sensitivity Analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 5% higher/lower:
- profit for the year ended March 31, 2019 would increase/decrease by Rs,93.39 Lakhs ( Rs,51.32 Lakhs) as a result of the changes in fair value of equity investments which have been irrevocably designated at FVTOCI
37.8 Credit risk management
Trade receivables consist of receivables from group companies. Ongoing credit evaluation is performed on the financial condition of accounts receivable.
37.9 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company''s short-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
37.9.1 Liquidity and interest risk tables
The following tables detail the company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March 2019
'' Lakhs
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March 2018:
37.10 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The directors consider that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.
The fair values of the non current financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
5. Segment Reporting
The Company holds strategic investments in subsidiaries and joint ventures (collectively called âthe Groupâ) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per Ind AS 108'' âSegment Reportingâ.
6. Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 27, 2019.
7. Previous year''s figure
The figures for the previous year have been regrouped wherever necessary to conform to current year''s classification.
Mar 31, 2018
1 Corporate Information
Rane Holdings Limited (âRHLâ or âthe Companyâ) is the holding company whose main activity is investing in Rane group Companies that are engaged primarily in the manufacturing/marketing of components and providing technological services for the transportation industry, mainly the automotive sector. The Rane Groupâs investment profile includes subsidiaries, joint ventures and associate. The Companyâs Income stream comprises of (i) dividend from the investments made in the group companies, (ii) trade mark fee for use of âRANEâ trade mark and (iii) service fee from group companies for providing service in the areas of management, information technology, business development and infrastructure.
Note:
1. All the land and buildings held by the company as on 31 March, 2018 and 31 March, 2017 are free of lien except land mortgaged for loan availed from Tata Capital Financial Services Limited (refer note 17 âBorrowingsâ).
2. Moveable fixed assets are mortgaged for working capital facility with Citi Bank N.A.
3. Capital work in progress represents building under construction.
Note:
2.1 Rane (Madras) Limited, subsidiary company (RML), issued and allotted, on a preferential basis to the Company, 10,96,892 equity shares of Rs.10/- each at a price of Rs.547/- per share and 365,630 warrants at a price of Rs.547/- each compulsorily convertible into 365,630 equity shares of Rs.10/- each at a price of Rs.547/- per share before March, 2019 upon subscription of the balance amount of Rs.1,500 lakhs. The Company had invested Rs.6,500 lakhs in RML by way of subscription to the preferential allotment of equity shares and warrants compulsorily convertible into equity shares Rs.6,000 lakhs towards preferential allotment and Rs.500 lakhs towards warrant subscription price, being 25% of issue price, for convertible warrants).
2.2 The Company has acquired 69.41% equity shares of Telematics 4U Services Private Limited (T4U) by way of subscription to a preferential allotment of 11,57,000 Equity shares of Rs.10/- each at face value. Consequently, T4U became a subsidiary of the Company with effect from September 1, 2017. The Company has also further invested an aggregate sum of Rs.1,850 lakhs during the year ended March 31, 2018, by way of subscription to a preferential allotment of 0.01% Compulsorily Convertible Preference Shares issued by T4U.
2.3 During the year 2016-17, the company has divested its entire holding of 6,11,399, equity shares of Rs.10/- each fully paid up of M/s SasMos HET Technologies Limited.
2.4 The Company has invested Rs.1,026 lakhs (USD 1,575,000) in AutoTech Fund I, LP towards its share of capital contribution as one of the Limited partners in the Fund.
2.5 The shareholders of RBL had approved an amendment in the year 2009-10, to the articles of association of the company which authorizes, the Company to appoint majority of the Board of Directors of the company. As a result RBL has become a board controlled subsidiary of the Company.
Note:
The companyâs receivables are predominantly from its subsidiary companies, joint venture companies and associate. The company had not experienced doubtful debts in earlier years, therefore there is no credit risk and thus no provision for doubtful debts are made.
For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, cheques and drafts on hand. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the balance sheet as above.
The Company has one class of equity share having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. Repayment of capital on liquidation will be in proportion to the number of equity shares held.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies Act, 2013 and rules made thereunder.
Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purposes.
The capital redemption reserve represents amount transferred from Statement of Profit and Loss in accordance with Sec 55(2)(c) of the Companies Act, 2013 on redemption of preference shares in the prior years.
On 26 February, 2018, an interim dividend of Rs.5.50 per share (total dividend Rs.785.28 Lakhs) was paid to the holders of fully paid equity shares.
In respect of the year ended 31 March, 2018, the directors propose that a dividend of Rs.9 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is Rs.1,285 Lakhs.
Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2018, 31 March 2017 and 01 April 2016.
The company has financial risk management policies in place to ensure that all payables are paid within the agreed credit terms.
3.1 The Company had accrued for an amount of Rs.59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease which had been surrendered during 2008-09.
4 Employee Benefit Plans
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund and pension
I n accordance with the Employeeâs Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employeesâsalary.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employeesâsalary to LIC every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognised in profit or loss of Rs.80 Lakhs (for the year ended 31 March 2017: Rs.87 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March, 2018, contributions of Rs.13 Lakhs (as at 31 March, 2017: Rs.15 Lakhs ) due in respect to 2017-18 (2016-17) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans:
The defined benefit plans operated by the Company are as below:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Notes:
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.
(iv) Experience adjustments has been disclosed based on the information available in the actuarial valuation report.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior year.
Defined benefit liability and employer contributions
The weighted average duration of the defined benefit obligation is 5.3 years (2017-5.6 years, 2016-4.9 years). The expected maturity analysis of undiscounted gratuity is as follows:
(b) Compensated absences
The leave obligations cover the Companyâs liability for earned leave.
The amount of provision of Rs.130 Lakhs (31 March, 2017 - Rs.146 Lakhs, 01 April, 2016 - Rs.127 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
Notes:
i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factor.
5 Amount Spent on CSR Activities
i. Gross amount required to be spent by the company during the year is Rs.75.40 Lakhs (Rs.69.70 Lakhs)
ii. Amount spent during the year on revenue expenditure is Rs.125.40 Lakhs (Rs.69.70 Lakhs)
6 Operating Leases Cancellable Leases :
The company has entered into lease agreements for office space and accomodation for business purposes.The lease rentals debited to the Statement of Profit and Loss is Rs.16 Lakhs for the year ended 31 March, 2018 (PY Rs.27 lakhs)
Non-cancellable Leases :
The company has entered into Non- cancellable leases agreements for certain office equipments and vehicles for a period ranging from one year to five year
The payments under Non - cancellable operating leases for the year ended 31 March, 2018 is Rs.189 lakhs considered under other expenses out of which Rs.101 lakhs is included in IS expenses and Rs.88 lakhs is included in Rent.
7 Notes for First Time Adoption:
These are the Companyâs first financial statements prepared in accordance with Ind AS. The Company has prepared opening balance sheet as per Ind AS as of 01 April, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS measurement of recognised assets and liabilities. However, this principle is subject to certain mandatory exceptions and certain optional exemptions availed by the Company. Applicable mandatory exemptions and optional exemptions are as under:
1. Mandatory exceptions:
Estimates:
The estimates as at 01 April, 2016 and as at 31 March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP(after adjustments to reflect any differences in accounting policies).
2. Optional Exemptions:
a. Deemed cost for property, plant and equipment and intangible assets
The Company has elected to continue with the carrying value of all its property, plant and equipment and intangible assets recognised as on 01 April, 2016 measured as per the previous GAAP and use that carrying value as its deemed costs as of transition date.
b. Investment in subsidiaries:
The company has elected this exemption and opted to continue with the carrying value of investment in subsidiaries as recognised in its Indian GAAP financials, as deemed cost at the date of transition.
c. Business Combinations:
I nd AS 103 Business Combinations has not been applied to acquisitions of subsidiary companies, joint venture companies and associates which are considered business under Ind AS that occurred before 01 April, 2016. Use of this exemption means that the Indian GAAP carrying amounts of assets and liabilities, that are required to be recognised under Ind AS, is their deemed cost at the date of the acquisition. After the date of acquisition measurement is in accordance with respective Ind AS.
d. Classification of debt instruments
The Company has determined the classification of debt instruments in terms of whether they meet the amortised cost criteria or the FVTOCI criteria based on the facts and circumstances that existed as of the transition date.
e. Determining whether an arrangement contains a lease
The Company has applied Appendix C of Ind AS 17 for determining whether an arrangement contains a Lease to determine whether an arrangement existing at the transition date contains a lease on the basis of facts and circumstances existing at that date.
1.1 Notes to first time adoption
a. Under previous GAAP, investment in preference shares of Rane (Madras) Limited, recorded at cost of Rs.600 Lakhs and considered under long term investment. This investment is now recognized at fair value of Rs.823 Lakhs and reclassified as loans under financial assets as per Ind AS requirement. The differential value of Rs.223 Lakhs is recognized as Ind AS transition reserve in other equity.
b. Under previous GAAP, dividend income of Rs.56 Lakhs from preference shares of Rane (Madras) Limited, recorded as income on receipt basis. As per Ind AS, this dividend income has been classified as interest income and recognised on accrual basis. The effect of the same was considered as Ind AS transition reserve in other equity.
c. Under Previous GAAP, actuarial (gains) / losses arising out of remeasurement of defined benefit obligation were recognized as employee benefits expense in the statement of profit and loss. Under Ind AS, such re-measurement of (gains) / losses are recognized in OCI.
d. Previous year IGAAP figures are classfied as per Ind AS.
8. Financial Instruments
8.1 Capital management
The company manages itâs capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. The company isnât subject to any externally imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances as detailed in notes 17, 19 and 13.a.) and total equity of the Company.
The Company is not subject to any externally imposed capital requirements.
8.1.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:
8.2 Financial risk management objectives
The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk, credit risk and liquidity risk.
8.3 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The company is exposed to Equity Price risks arising from its Equity investments. However all the Equity investments in Group companies are strategic in nature and held for long term period rather than for trading purposes.
8.4 Foreign Currency risk management
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.
The carrying amounts of the companyâs foreign currency denominated monetary assets at the end of the reporting period are as follows:
8.4.1 Foreign Currency sensitivity analysis
The following table details the companyâs sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the rupee depreciates 5% against the relevant currency. For a 5% appreciation of the rupee against the relevant currency, there would be a comparable impact on the profit or equity.
The Companyâs sensitivity to foreign currency has increased during the current year mainly due to new investment.
In managementâs opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
8.5 Interest rate risk management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
8.5.1 Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. The analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in interest rates.
If interest rate had been 50 basis points higher/lower and all other variables were held constant, the companyâs:
- profit for the year ended 31 March, 2018 would decrease/increase by Rs.9.56 Lakhs (for the year ended 31 March, 2017: decrease/ increase by Rs.7.60 Lakhs). This is mainly attributable to the Companyâs exposure to interest rates on its variable rate borrowings; and
The Companyâs sensitivity to interest rates has increased during the current year mainly due to the increase in variable rate borrowings.
8.6 Other price risks
The company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The company doesnât actively trade these investments.
8.6.1 Equity Price Sensitivity Analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 5% higher/lower:
- profit for the year ended 31 March, 2018 would increase/decrease by Rs.51.32 Lakhs as a result of the changes in fair value of equity investments which have been irrevocably designated at FVTOCI
8.7 Credit risk management
Trade receivables consist of receivables from group companies. Ongoing credit evaluation is performed on the financial condition of accounts receivable.
8.8 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the companyâs short-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
8.8.1 Liquidity and interest risk tables
The following tables detail the companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March, 2018.
8.9 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements approximate their fair values.
The fair values of the non current financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
9. Segment Reporting
The Company holds strategic investments in subsidiaries and joint ventures (collectively called âthe Groupâ) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per Ind AS 108ââSegment Reporting.
10. Approval of financial statements
The financial statements were approved for issue by the Board of Directors on 07 May, 2018.
11. Previous yearâs figure
Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification / disclosure.
Mar 31, 2017
1. Terms / Rights attached to Equity Shares:
The Company has only one class of equity shares having a par value of Rs. 10/- per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There are no restrictions attached to the equity shares.
2. There is no change in the number of shares at the beginning of the year and end of the year.
3. Capital Redemption Reserve represents amount transferred from Statement of Profit and Loss in accordance with Section 80(1)(d) of the Companies Act, 1956 on redemption of preference shares in the prior years.
4. General Reserve on merger represents Rs.819 Lakhs 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect from 1 April, 2009.
5. The Board of Directors, in the meeting held on 26 May, 2017, have recommended a final dividend of Rs. 5 Per Share amounting to Rs.714 Lakhs on Equity Shares of Rs.10/- each for the year 2016-17, subject to the approval of the Shareholders. Dividend Distribution Tax on the same amounts to Rs.145 Lakhs. This final dividend on shares will be recorded as a liability on the date of approval by the Shareholders.
6. The Company had accrued for an amount of Rs.59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease, as demanded by the Collector of Chennai District. The Company had filed a writ petition and obtained a stay order from the Honourable High Court of Judicature at Madras.
7. Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2017 and 31 March, 2016.
8. EMPLOYEE BENEFIT PLANS
(i) Defined Contribution Plan
The Company makes Provident Fund, Pension Fund and Superannuation Fund contributions which are defined contribution plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs.74.30 Lakhs (Rs.61.72 Lakhs) towards Provident Fund and Pension Fund contributions and Rs.25.93 Lakhs 22.22 Lakhs) towards Superannuation Fund in the Statement of Profit and Loss. The contributions payable to these plans by the Company is at rates specified in the rules of the scheme.
(ii) Gratuity
The following table sets out the funded status of the defined benefit schemes and the amount recognized in the financial statements:
Notes:
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.
(iv) Experience adjustments has been disclosed based on the information available in the acturial valuation report.
Notes
i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.
ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
9. SEGMENT REPORTING
The Company holds strategic investments in subsidiaries, joint ventures and associates (collectively called "the Groupâ) that are primarily engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per AS 17 "Segment Reportingâ.
10. The Company did not have any unhedged Foreign currency exposure as at 31 March, 2017 and 31 March 2016. The company did not have any derivatives.
11. AMOUNT SPENT ON CSR ACTIVITIES:
(i) Gross amount required to be spent by the Company during the year is Rs.69.70 Lakhs 62.84 Lakhs)
(ii) Amount spent during the year on revenue expenditure is Rs.69.70 Lakhs 62.91 Lakhs)
12. Details of Specified Bank Notes held & transacted during the period 8 November 2016 to 30 December, 2016, pursuant to the requirement of notification G.S.R 308 E dated 30 March, 2017.
13. PREVIOUS YEAR''S FIGURE
Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.
Mar 31, 2016
1. Terms / Rights attached to Equity Shares:
The Company has only one class of equity shares having a par value of
Rs, 10/- per share. All these shares have the same rights and
preferences with respect to payment of dividend, repayment of capital
and voting. The dividend proposed by the Board of Directors is subject
to the approval of the share holders in the ensuing Annual General
Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders. There are no restrictions attached to the equity shares.
2. Capital Redemption Reserve represents amount transferred from
Statement of Profit and Loss in accordance with Section 80(1)(d) of the
Companies Act, 1956 on redemption of preference shares in the previous
years.
3. General Reserve on merger represents Rs, 819 Lakhs (Rs, 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly
owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect
from 1 April, 2009.
11.1 A Scheme of Amalgamation ("Scheme") approved by the shareholders of Rane Engine Valve Limited (REVL) and Kar Mobiles Limited
(KML) with effect from 1 April 2014 was sanctioned by the High Court of Judicature at Madras on 26 February 2015 which was fled
with the Registrar of Companies on 1 April 2015. Pursuant to the scheme, the company is entitled to receive 6,21,368 equity shares of Rs,
10/- each of REVL in exchange for 8,87,669 equity shares of Rs, 10/- each held by the Company in KML. REVL has allotted the shares to the
company on 4 May 2015.
4. The Company had accrued for an amount of Rs, 59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease,
as demanded by the Collector of Chennai District. The Company had fled a writ petition and obtained a stay order from the Honourable
High Court of Judicature at Madras.
5. Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises
Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2016 and 31 March, 2015.
Notes
i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.
ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.
6. SEGMENT REPORTING
The Company holds strategic investments in subsidiaries, joint ventures and associate (collectively called "the Group") that are primarily
engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy
and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate
reportable segments as per AS 17 "Segment Reporting".
Notes:
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.
(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been
furnished by LIC.
(iv) Experience adjustments has been disclosed based on the information available in the actuarial valuation report.
(iii) Compensated absences
Principal actuarial assumptions as at the balance sheet date
Notes:
1. Figures in bracket relate to the previous year.
2. All the above Joint Venture Entities are located in India.
7. The Company did not have any unheeded Foreign currency exposure as at 31 March, 2016 and 31 March, 2015. The company did not
have any derivatives.
8. AMOUNT SPENT ON CSR ACTIVITIES:
(i) Gross amount required to be spent by the Company during the year is Rs, 62.84 Lakhs (Rs, 67.45 Lakhs)
(ii) Amount spent during the year on revenue expenditure is Rs, 62.91 Lakhs (Rs, 67.45 Lakhs)
9. PREVIOUS YEAR''S FIGURES
Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/
disclosure.
Mar 31, 2013
1 BRIEF ABOUT THE COMPANY
Rane Holdings Limited (RHL) is the holding company whose main activity
is investing in Rane group Companies that are engaged primarily in the
manufacture and marketing of auto components. The Rane Groups
investment profile includes subsidiaries, joint ventures and
associates. The Company''s income stream comprises of (i) dividend from
the investments made in the group companies, (ii) trade mark fee for
use of ""RANE"" trade mark and (iii) service fee from group
companies for providing service in the areas of management, information
technology, business development and infrastructure.
2 SEGMENT REPORTING
The Company holds strategic investments in subsidiaries, joint ventures
and associates (collectively called "the Group") that are primarily
engaged in single segment viz., manufacture and marketing of components
for Transportation industry and also provides consultancy and other
services to the Group. Further the Company does not have any operations
outside India. As such there are no separate reportable segments as per
AS 17 "Segment Reporting".
3 PREVIOUS YEAR''S FIGURE
Previous year''s figures have been regrouped / reclassified wherever
necessary to correspond with the current year''s classification /
disclosure.
Mar 31, 2012
1 Brief about the company
Rane Holdings Limited (RHL) is the holding company whose main activity
is investing in Rane group Companies that are engaged primarily in the
manufacture and marketing of auto components. The Rane Groups
investment profile includes subsidiaries, joint ventures and
associates. The Company's income stream comprises of (i) dividend from
the investments made in the group companies, (ii) trade mark fee for
use of "RANE" trade mark and (iii) service fee from group companies
for providing service in the areas of management, information
technology, business development and infrastructure. In September
2011, Rane forayed into defense and aerospace and invested into Sas Mos
HET Technologies Private Limited.
2.1 Terms / Rights attached to Equity Shares:
The Company has only one class of equity shares having a par value of
Rs10/- per share. All these shares have the same rights and preferences
with respect to payment of dividend, repayment of capital and voting.
The dividend proposed by the Board of Directors is subject to the
approval of the share holders in the ensuing Annual General Meeting.
2.2 Aggregate number of equity shares allotted as fully paid up without
payment being received in cash for the period of 5 years immediately
preceding the Balance Sheet date:
a. During the financial year 2007-2008, 44,96,493 shares with par
value of Rs10 were allotted to the shareholders of Rane Engine Valves
Limited (13,96,476) and Rane Brake Linings Limited (31,00,017) under
the scheme of Demerger, Merger and Amalgamation approved by the
Honorable High Court of Judicature at Madras.
2.3 There is no change in the number of shares at the beginning of the
year and closing of the year.
3.1 Capital Redemption Reserve represents amount transferred from
Statement of Profit and Loss in accordance with Section 80(1)(d) of the
Companies Act, 1956 on redemption of preference shares in the previous
years.
3.2 General Reserve on merger represents Rs819 Lakhs arising out of the
amalgamation of Rane Investments Limited, a wholly owned subsidiary as
approved by the shareholders of the Company and sanctioned by the High
Court of Judicature at Madras effect from the appointed date April 1,
2009.
4.1 Security
a. Term loan from Citi Bank NA of RsNil (Rs229 Lakhs) is secured by a
first charge on the current assets and by an equitable mortgage of the
Company's immovable property at Perungudi. This is further secured by a
second charge on the immovable property at Cathedral Road Chennai.
This principal and interest rate of 10% is repayable every month and
the current applicable rate of interest is 10% per annum. The balance
of Rs172 lakhs (Rs229 lakhs) outstanding as at March 31, 2012 is
repayable within next twelve months, and this is included in Other
Current Liabilities under Current Maturities of Long Term Debt.
The Company has availed External Commercial Borrowings, and these are
fully hedged through related swap contracts and are accounted as Indian
rupee loan at fixed rate of interest.
b. Term loan from Yes Bank of Rs325 Lakhs (Rs468 Lakhs) is secured by an
Equitable mortgage of the Company's immovable property at Cathedral
Road Chennai and by a pari-passu first charge on the movable fixed
assets of the Company.
The loan comprises of two components repayable at the end of every
quarter, 1st Loan outstanding of Rs375 Lakhs is maturing in the month of
July 2014 and 2nd Loan outstanding of Rs150 Lakhs maturing in the month
of March 2015, totaling to 10& 12 installments outstanding as at March
31, 2012. The current applicable rate of interest on this loan is
12.25% per annum. Installments aggregating to Rs200 lakhs (Rs200 lakhs)
due within next one year is included in Other Current Liabilities under
Current Maturities of Long Term Debt.
c. Term loan from HDFC Ltd of Rs Nil (Rs667 Lakhs) is secured by an
equitable mortgage of the Company's immovable property at Boat Club
Road. The principal and interest on this loan is payable at the end of
every quarter and there are four installments outstanding as of March
31, 2012. The current applicable rate of interest loan is 12.75% per
annum.
The balance of Rs667 lakhs (Rs667 lakhs) outstanding as at March 31, 2012
is repayable within next twelve months, and this is included in Other
Current Liabilities under Current Maturities of Long Term Debt.
d. Cash credit from Citibank NA is secured by a first charge on the
movable assets including plant & machinery, other current assets of the
Company and further secured by an equitable mortgage of the Company's
immovable property at Perungudi.
e. Cash credit from Yes Bank is secured by a pari-passu first charge
on the current assets of the Company.
5. QUANTITATIVE DETAILS
The Company is the Holding Company of other companies in the Rane
Group. The Company provides services in the areas of Management,
information technology, business development and infrastructure to the
Companies in the Group. The nature of services therefore cannot be
evaluated quantitatively. Consequently a disclosure of quantitative
details for the same is not applicable.
6. CONTINGENT LIABILITIES AND COMMITMENTS Rs.Lakhs
Year ended Year ended
March 31, 2012 March 31, 2011
6.1 Contingent Liabilities
Guarantees 4,019 3,498
Disputed demands under
appeal (Refer below) 577 524
Income Tax Act - Assessment Year (AY)
2005-2006* 85 85
2007-2008 65 65
2008-2009* 372 372
2009-2010* 53 -
575 522
Less: Deposits (79) (64)
Net Amount 496 458
* includes the following deposits
AY 2009-2010 - Rs14 Lakhs
AY 2008-2009 - Rs15 Lakhs
AY 2004-2005 - Rs50 Lakhs
Service Tax** 2 2
** represents Rs1.52 lakhs
6.2 Commitments
Estimated amount of contracts
remaining to be executed on 197 126
capital account and not provided for
197 126
The discount rate is based on the prevailing market yields of
Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.
The estimate of future salary increases considered, takes into account
the inflation, seniority, promotion, increments and other relevant
factors.
Notes:
i. The discount rate is based on the prevailing market yields of
Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.
ii. The estimate of future salary increases considered, takes into
account the inflation, seniority, promotion, increments and other
relevant factors.
iii. The entire Plan Assets are managed by Life Insurance Corporation
of India (LIC). The data on Plan Assets and Experience adjustments have
not been furnished by LIC.
7. SEGMENT REPORTING
The Company holds strategic investments in subsidiaries, joint ventures
and associates (collectively called "the Group") that are primarily
engaged in single segment viz., manufacture and marketing of components
for Transportation industry and also provides consultancy and other
services to the Group. Further the Company does not have any operations
outside India. As such there are no separate reportable segments as per
AS 17 "Segment Reporting'.
Mar 31, 2011
1. Share Capital
Paid up Equity Share Capital includes the following:
a. 3,665,130 (3,665,130) Equity Shares of Rs.10 each allotted as fully
paid Bonus Shares from General Reserves
b. 1,650,000 shares with par value of Rs.10 were allotted to the
promoters/promoters group on a preferential basis at a premium of
Rs.170 per share as per Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines, 2000.
c. 4,496,493 shares with par value of Rs.10 were allotted to the
shareholders of Rane Engine Valves Limited (1,396,476) and Rane Brake
Linings Limited (3,100,017) under the scheme of Demerger, Merger and
Amalgamation approved by the Honourable High Court of Judicature at
Madras.
2. Secured Loans:
2.1 Term loan from Citibank NA is secured by a first charge on the
current assets and by an equitable mortgage of the Company's immovable
property at Perungudi. This is further secured by a second charge on
the immovable property at Cathedral Road, Chennai.
2.2 Term loan from Yes Bank is secured by an equitable mortgage of the
Company's immovable property at Cathedral Road, Chennai and by a
pari-passu first charge on the movable fixed assets of the Company.
2.3 Term loan from HDFC Ltd is secured by an equitable mortgage of the
Company's immovable property at Boat Club Road.
2.4 Cash credit from Citibank NA is secured by a first charge on the
movable assets including plant & machinery, other current assets of the
Company and further secured by an equitable mortgage of the Company's
immovable property at Perungudi.
2.5 Cash credit from Yes Bank is secured by a pari-passu first charge
on the current assets of the Company.
3. Investments
During the year, the company had sold 179,000 (1% of total share
capital in Rane NSK Steering Systems Limited, Joint Venture Company) to
NSK Limited, Japan Pursuant to the revised Joint Venture Agreement
dated November 30, 2010 entered into with NSK Limited, Japan.
3.2 Own Shares Held Through Trust
During the year the company disposed off all the Company's own shares
Held Through Trust and the surplus on sale of shares of Rs.3,814
(Rs.'000) was credited to the Securities Premium Account. Since the
Beneficiary of the Trust is the company itself, the Dividend
distributed to the Trust relating to the Company's shares held by the
Trust is credited back to Profit and Loss Account on receipt of the
same from the Trust.
4. Current Liabilities
4.1 Current liabilities include Commission payable to Executive
Chairman Rs. 6,960 (Rs.'000) Previous year Rs 6,030 (Rs.'000)
4.2 There are no amounts due and outstanding to be credited to the
Investor Education and Protection Fund.
5. Expenses
5.1 Managerial Remuneration:
A. Remuneration to Executive Chairman and Vice - Chairman
Note:- Managerial remuneration excludes Provision for Gratuity and
Compensated Absences since the amounts cannot be ascertained
individually.
Aggregate of remuneration including Commission paid by Rane Engine
Valve Limited to the Vice - Chairman is within the maximum managerial
remuneration under section 198 of The Companies Act, 1956.
Remuneration to Vice - Chairman for the year ended 31st March 2010 was
for the period August 2009 to March 2010.
6. The Company is the Holding Company of various other companies in the
Rane Group. The Company provides Managerial consultancy, information
systems support and brand support & related services to the Companies
in the Group. The nature of services therefore cannot be evaluated
quantitatively. Consequently a disclosure of quantitative details for
the same is not applicable.
7. Estimated amount of Contracts remaining to be executed on capital
account and not provided for, net of advance, Rs. 12,590 thousands
(Rs.3,980 thousands).
8. Contingent Liabilities not provided for: (Rs. ' 000)
Description 31.03.2011 31.03.2010
Disputed demands under appeal
(Refer table below) 45,864 27.400
Guarantees Issued 349,800 339,500
Name of the 31.03.2011 31.03.2010 Period to which
Statute the amount relates
Income Tax 8,548 8,548 2005-2006
Act, 1961*
6,400 - 2007-2008
37,146 - 2008-2009
Service Tax 152 - 2006-2010
* Includes amount deposited Rs. 5,000 (in thousands) in relation to the
year 2008-2009 and Rs.1,500 (in thousands) in relation to the year
2004-2005.
9. Operating Leases
The Company has operating lease agreements for office space and
residential accommodation generally for a period of one to three years
with option to renew with escalation. As per the lease terms a sum of
Rs.3,333 thousands (Previous Year Rs.2,945 thousands) has been
recognised in the Profit and Loss Account.
Office equipment and cars are taken on lease for a period ranging from
one year to five years and are renewable at the option of the Company.
Rentals for the year ended 31 March 2011 amounted to Rs.6,398 thousands
(Previous Year Rs.6,856 thousands)
10. Related Party Transactions
A. List of Related Parties - Disclosure made in terms of Clause 32 of
the Listing Agreement with Stock Exchanges and Accounting Standards 18.
2010 - 2011 2009 - 2010
Subsidiaries Rane Engine Valve Limited Rane Engine Valve Limited
Rane Brake Lining Limited Rane Brake Lining Limited
Rane Diecast Limited Rane Diecast Limited
Rane (Madras) Limited Rane (Madras) Limited
Joint
Venture Rane TRW Steering Systems Rane TRW Steering
Limited Systems Limited
Rane NSK Steering Systems Rane NSK Steering Systems
Limited Limited
JMA Rane Marketing Limited JMA Rane Marketing Limited
Associate Kar Mobiles Limited Kar Mobiles Limited
Key
Management Mr. L. Lakshman Mr. L. Lakshman
Personnel
(KMP) Mr. L. Ganesh Mr. L. Ganesh
Relatives Mrs. Pushpa Lakshman Mrs. Pushpa Lakshman
of KMP
Mr. Harish Lakshman Mr. Harish Lakshman
Mr. Vinay Lakshman Mr. Vinay Lakshman
Mrs. Meenakshi Ganesh Mrs. Meenakshi Ganesh
Mr. Aditya Ganesh Mr. Aditya Ganesh
Mrs. Aparna Ganesh Mrs. Aparna Ganesh
Mrs. Shanti Narayan Mrs. Shanti Narayan
Mrs. Hema C Kumar Mrs. Hema C Kumar
Mrs. Vanaja Aghoram Mrs. Vanaja Aghoram
Significant
Influence Rane Foundation -
11. Segment Reporting
The Company holds strategic investments in subsidiaries, joint ventures
and associates (collectively called Ãthe Group") all of which operate
in single segment viz., components for Transportation industry and also
provides consultancy and other services to the Group. Further the
Company does not have any operations outside India. As such there are
no seperate reportable segments as per AS 17 "Segment Reporting".
12. Earnings Per Share
Note : Earnings Per Share calculations are done in accordance with
Accounting Standard 20 (AS 20) ÃEarnings Per Share.
13. Figures of the previous year have been regrouped wherever
necessary to conform to the current year's presentation
14. Figures given in brackets in the notes pertain to the previous
year.
Mar 31, 2010
1.Contingent Liabilities not provided for:
(Rs. 000)
Description 31.03.2010 31.03.2009
Claims against the
Company not acknowledged
as debts* Guarantees issued 27,400 339,500 27,321 146,500
*Claims against the Company not acknowledged as debts include a sum of
8,548 (Rs.Ã000s) being the income-tax demand for the year 2004-05 which
has been disputed by the company. The appeal is pending disposal. In
view of a favourable opinion issued by the tax counsel no provision has
been made therefor.
2.Figures of the previous year have been regrouped wherever necessary
to confirm to this yearÃs grouping.
3. Figures given in brackets in the notes pertain to the previous
year.
4.Schedules A to M, Accounting Policies 1 to 9 and Notes 1 to 17
annexed to the Balance Sheet and Profit and Loss Account form part of
the accounts and should be read in conjunction therewith.
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