Directors Report of Rane (Madras) Ltd.

Mar 31, 2025

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

1. State of Company''s affairs

During the year under review, your company completed
a significant milestone successfully by completing the
amalgamation of Rane Engine Valve Ltd. and Rane
Brake Lining Ltd. into the Company, effective April 7,
2025. The merged entity will now operate through
five focused businesses, each aligned with specific

product groups and customer segments. The Steering
and Linkage business, the Light Metal Castings
business, which was part of the Company and then the
Engine Components business from REVL, the Brake
Components business from RBL, A new Aftermarket
Products business has been established to consolidate
products to channelize the synergy amongst the sales
teams and cross-leverage product and market strength
across the aftermarket portfolio.

The company''s consolidated revenue was ''3,421
crores with an EBITDA margin of 8.7%. The company
won several new programs across product categories.

1.1. Financial Performance

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

Particulars	2024-25	2023-24
Revenue from Operations	3,405.92	3,366.03
Other Income	12.18	8.32
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	304.69	310.58
Less: Depreciation / Amortisation	130.06	121.94
Profit / loss before Finance Costs, Exceptional items and Tax Expense	174.63	188.64
Less: Finance Costs	71.78	60.63
Profit / loss before Exceptional items and Tax Expense	102.85	128.01
Add / (less): Exceptional items	(12.99)	(148.55)
Profit / (loss) before Tax Expense	89.86	(20.54)
Less: Tax Expense (Current & Deferred)	40.25	(87.16)
Profit / (loss) for the year (1)	49.61	66.62
Total Comprehensive Income / loss (2)	2.63	(0.99)
Total (1 2)	52.24	65.63
Balance of profit / loss for earlier years	(117.81)	(119.68)
Less: Transfer to Reserves	-	(44.44)
Less: Dividend paid on Equity Shares	(26.81)	(19.32)
Balance carried forward	(92.38)	(117.81)

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

The total standalone turnover of the company was
''3364.45 crores, which is an increase of 1.4% over the
previous year. The total consolidated turnover of the
Company was ''3364.28 crores which is a decrease
of 1.4% from the previous year turnover of ''3412.49
crores. The consolidated net profit stood at ''37.65

crores as against ''54.76 crores compared to the
previous FY 24.

The Company has a Profit After Tax (PAT) of ''49.61
crores, which is 1.47% of the turnover. This resulted in
an Earnings Per Share (EPS) of ''17.95 for FY 2024-25
as against ''24.10 in the previous year. The Company
continues to be a subsidiary of Rane Holdings Limited
(RHL / Holding Company). There was no material
change or commitments, affecting the financial position
of the Company between the end of the financial year
and date of the report apart from those disclosed in the
financial statements section of this annual report. There
was no change in nature of business during the year.

1.2. Appropriation

The Company has carried forward a loss of ''(92.38)
crores and no amounts were transferred to the
General Reserves. The Board of Directors, taking into
consideration, the operational performance, financial
position of the Company has recommended a dividend
of 80% (i.e., ''8/- per share of ''10/- each, fully paid-up)
for approval of shareholders at the ensuing 21^st Annual
General Meeting (AGM) scheduled to be held on
August 05, 2025. The total dividend payable on equity
shares for FY 2024-25 would be ''22.11 crores.

On declaration of the dividend by the shareholders,
it will be paid on August 14, 2025 to all the eligible
shareholders, whose name appears in the register of
members of the Company as on July 29, 2025, being
the Record Date fixed for this purpose, subject to
deduction of tax at source where applicable. The total
of dividend payable for the FY 2024-25 would be ''8/-
per equity share of a face value of ''10/- each.

Considering the above, the Board has carried forward
''(92.38) crores as deficit in the profit and loss account.

The dividend pay-out is in accordance with the
Company''s Dividend Distribution Policy. The policy is
available under the Corporate Governance section on
the Investor''s page on the website of the company at
the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/.

1.3. Merger / Scheme of Amalgamation

The Board of Directors of the Company at their
meeting held on February 09, 2024 has considered and
approved Scheme of Amalgamation of Rane Engine
Valve Limited and Rane Brake Lining Limited with
and into Rane (Madras) Limited and their respective
shareholders, in terms of the provisions of Section(s)
230 to 232 and other applicable sections and provisions
of the Companies Act, 2013 (''Act'') read together with
the rules made thereunder (''Scheme'').

BSE Limited and National Stock Exchange of India
Limited have vide their letters dated July 18, 2024
given ''No adverse observation / No objection'' to the
Scheme. The Company has obtained the approval
of the Secured Creditors. The Scheme has also
been approved by the shareholders and unsecured
creditors on November 20, 2024 and November 21,
2024 respectively. The Hon''ble National Company
Law Tribunal, Chennai Bench vide their order dated
March 24, 2025 sanctioned the Scheme. The Scheme
came into effect from April 07, 2025.

The merger significantly simplifies the group structure
by consolidating listed group companies and aligns
public shareholder''s interest by uniting the investments
in a single listed entity.

1.4. Credit rating

During the year, CRISIL reviewed and re-affirmed
the Long-Term Rating at ''CRISIL A'' continuing
with ''Rating Watch with Positive Implications'' and
Short-Term Rating at ''CRlSlL A1''. The review in ratings of
RML reflects the healthy performance in fiscal 2024
and expected sustained performance over the
medium term supported by steady demand scenario
for the automobile sector, and improved operating
performance.

Further, Long-Term Rating for the Company''s rated
facilities has been upgraded from ''CRISIL A'' to
''CRISIL A ''. The rating action follows the announcement
of completion of merger referred to in para 1.3 of this
report.

These have been disclosed to stock exchanges and
made available on the Company''s website. The
Corporate Governance section of this report carries the
details of credit rating.

1.5. Share Capital

During the year under review, there was no change
in capital structure of the Company and as at the
year ended March 31, 2025 the paid-up capital of
the Company stood at ''16,26,52,670/- consisting of
1,62,65,267 fully paid-up equity shares of ''10/- each.

The Company on April 23, 2025 allotted 1,13,71,870
equity shares of Rs.10/- each fully paid-up, to such
eligible shareholders of Rane Engine Valve Limited and
Rane Brake Lining Limited who were holding shares
as on April 22, 2025 (Record Date) in accordance with
the share exchange ratio prescribed in the Scheme
of Amalgamation. The allotted shares shall rank pari-
passu in all respects with the existing equity shares of
the Company.

Accordingly, the issued and paid-up equity share capital
of the Company stands increased from ''16,26,52,670/-
comprising of 1,62,65,267 equity shares of ''10/-
each fully paid-up to ''27,63,71,370/- comprising of
2,76,37,137 equity shares of ''10/- each fully paid-up.

1.6. Management Discussion & Analysis

The business of your Company is manufacturing and
marketing of auto components for transportation
industry viz., steering and suspension systems, linkage
products, steering gear products and aluminium alloy
based high pressure die-casting products, brake
components and engine components. The analysis on
the performance of the industry, the Company, internal
control systems, risk management are presented in the
Management Discussion and Analysis report forming
part of this report under ''Annexure A''

1.7. Subsidiaries, Associate and Joint Venture Companies

1.7.1 Overseas Subsidiaries

Rane Automotive Components Mexico S. de. R. L. de
C. V. (RACM). RACM belongs to the same business
domain as that of the Company. RACM is a Step Down
Subsidiary held entirely by the Company directly and
through Rane (Madras) International Holdings B.V,
The Netherlands (RMIH).

During the year under review a sum of 56.17 million
MXN$ was invested through wholly owned subsidiary
RMIH by way of contribution towards fixed and
variable capital of RACM to meet capex and working
capital requirements. The total investments in RACM
directly by the Company and through its WOS RMIH is
MXN$ 56.18 million.

During the year Euro 2.5 million was invested in RMIH
for onward investment to RACM. The total investment
in RMIH by the Company is Euro 6.89 million
towards Equity and Non-Cumulative Non-Convertible
Redeemable Preference Shares.

All the overseas investments and financial commitments
of the Company are within the applicable limits
prescribed under the Foreign Exchange Management
Act, 1999 and regulations framed thereunder for the
time being in force.

The highlights of performance of subsidiary companies
and their contribution to the overall performance of the
Company during the year under review are provided
in the section ''Management Discussion & Analysis''
forming part of this report. The Company does not have
any associate or joint venture for the year under review.

1.8. Consolidated Financial Statements

The consolidated financial statements of the Company
are prepared based on the financial statements of the
subsidiary Companies viz., Wholly Owned Subsidiary
- Rane (Madras) International Holdings B.V, The
Netherlands, Rane Automotive Components Mexico S.
de. R. L. de C. V. (RACM).

The Company has followed the methodology prescribed
under applicable accounting standards for consolidation
of financial statements of the subsidiary companies
i.e., each line item of income, expenditure, assets
and liabilities have been consolidated one hundred
percent. On consolidation, the assets and liabilities of
foreign subsidiaries are translated into INR at the rate
of exchange prevailing at the reporting date and their
statements of profit or loss are translated at average of
daily exchange rates prevailing during the year.

The salient features of financial statements of
the subsidiary companies are provided in Form
AOC-1 forming part of this annual report in terms of
the provisions of Section 129(3) of Act. The Company
will make available a soft copy of the annual report and

annual accounts of the subsidiary companies to any
member on request of the same in accordance with the
provisions of Section 136 of the Act. Further, the annual
financial statements of the subsidiary companies have
also been made in the Investor''s section on the website
of the Company at www.ranegroup.com.

2. Board of Directors and Management

2.1 . Composition

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee
and Risk Management Committee are constituted
in accordance with the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (SEBI LODR), wherever applicable. The Board of
Directors has also constituted an Executive Committee,
Finance Committee, Investment Committee, Working
Committee and Issue & Allotment Committee. The
Corporate Governance Report given in ''Annexure F''
contains an overview of the role, terms of reference,
meetings and composition of the Board of Directors of
the Company and its Committees.

The following are the details of changes in composition
of the Board of Directors and its Committees:

a. Mr. Harish Lakshman, Chairman was also appointed
as Managing Director of the Company with effect
from April 01, 2025. The same was approved by
the shareholders by way of Postal Ballot on March
14, 2025.

b. Consequently, the Stakeholders'' Relationship
Committee and Nomination and Remuneration
Committee is re-constituted by inducting
Mr. Ganesh Lakshminarayan in place of Mr. Harish
Lakshman with effect from April 01,2025.

c. Mr. Vikram Taranath Hosangady (DIN:09757469)
was appointed as an Independent Director by the
Board of Directors with effect from May 28, 2025
based on the recommendations of the Nomination
and Remuneration Committee. The approval of
the shareholders of the Company is being sought
at the ensuing Annual General Meeting for his
appointment as an Independent Director. He
ceases to be Non-Executive Non-Independent
Director with effect from close of business hours
on May 27, 2025.

There were no other changes in the composition of the
Board of Directors during this year.

The Board of Directors is of the opinion that the
Directors proposed for appointment / re-appointment
at the ensuing 21^st AGM of the Company possess
integrity, necessary expertise, relevant experience and
proficiency and the Corporate Governance Report
annexed to this report contains necessary disclosures
regarding such Director(s).

The terms and conditions of appointment of
Independent Directors have been disclosed in the
Corporate Governance section on the Investor''s page
of the website of the Company at the web-link: https://
ranegroup.com/investors/rane-madras-limited-2/

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

2.2. Retirement by rotation

Mr. Harish Lakshman (DIN:00012602) retires by rotation
at the ensuing 21^st AGM, being eligible, he offers himself
for re-appointment. The proposal for re-appointment
of Mr. Harish Lakshman as a Director is included in the
notice convening the 21^st AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and
Committees of the Board is circulated to the Directors
in advance. During the year, four (4) Board Meetings
were convened and held, the details of which are given
in the Corporate Governance Report. The gap between
two consecutive meetings of the Board of Directors was
less than 120 days. The details of committee meetings
are provided in the Corporate Governance Report.
For eligible matters, the Board / its Committees may
also accord approvals through resolutions passed by
circulation.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess
the quality, quantity, timeliness of flow of information
between the management and the Board and review
the performance of the Non-Independent Directors.
The Independent Directors expressed that the current

flow of information was timely and of superior quality
which enable them to effectively perform their duties
and that they are satisfied with the performance of
Non-Independent Directors.

2.5. Board evaluation

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

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

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

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

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

The evaluation framework includes mechanism to share
evaluation feedback on individual directors to the NRC,
wherever required.

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

2.6. Familiarisation program for Independent Directors

The details of familiarisation programmes for
Independent Directors have been disclosed in the
Corporate Governance section on the Investor''s
page of the website of the Company at the web-link:
https://ranegroup.com/investors/rane-madras-limited-2/

2.7. Key Managerial Personnel & Senior Management
Personnel

During the year under review, Ms. Gowri Kailasam
completed her term as ''Manager'' of the Company on
January 20, 2025. Mr. Harish Lakshman was appointed
as ''Managing Director'' with effect from April 01,2025.

As at the year ended March 31, 2025,

Mr. B Gnanasambandam, Executive Vice President -
Finance & Chief Financial Officer (CFO) and Ms. S Subha
Shree, Secretary, hold the office of Key Managerial
Personnel (KMP), respectively, within the meaning of
Section 2(51) of the Act.

The Senior Management Personnel (SMPs) other
than KMPs, are Ms. Gowri Kailasam (CEO-SLD &
LMCD), Mr. Giriprasad T (President-APD), Mr. Aditya
Ganesh (President-LMCD and Strategy Head-SLD),
Mr. R Balakrishnan (President - BCD) and Mr. S Rajkumar
(President - ECD). During the year there were no change
in SMP except inclusions as a result of amalgamation.

2.8. Remuneration policy

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

The policy on appointment and remuneration of
directors, KMP and Senior Management Personnel
(SMP) as laid down by the NRC of the Board has been
disclosed in the Corporate Governance section on
the Investor''s page of the website of the Company at
the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/.

There has been no change in this policy during the
financial year 2024-25.

In accordance with the said policy, approval was
obtained from the shareholders by way of Postal Ballot
on December 07, 2024 in terms of Regulation 17(6)(ca)
of the SEBI LODR, for payment of commission to Mr.
Harish Lakshman, Chairman, not exceeding 2% of the
net profits subject to a minimum remuneration in the
event of any inadequacy in or absence of profits. The
details of remuneration paid / payable to the Directors
for the FY 2024-25 is furnished in the Corporate
Governance report annexed to this report of the Board.

3. Audit and allied matters

3.1. Audit Committee

The composition, terms of reference and meetings of
the Audit Committee are disclosed in the Corporate
Governance report section of the Annual Report. The
Audit Committee of the Board acts in accordance with
the above terms of reference, which is in compliance
with the provisions of Section 177 of the Companies

Act, 2013 (Act) and Regulation 18 of SEBI LODR and
other applicable provisions of SEBI LODR, as amended
from time to time.

3.2. Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants (BSR) (Firm
registration number 101248W/W-100022) hold the
office of Statutory Auditors of the Company, in terms
of Section 139 of the Act read with applicable rules
thereunder and as per the members approval accorded
at the 16^th Annual General Meeting for a first term of five
consecutive years i.e., from the conclusion of the 16^th
AGM (2020) till the conclusion of 21^st AGM (2025).

The Audit Committee and the Board of Directors of the
Company have at their meeting held on May 27, 2025
recommended the re-appointment of BSR as Statutory
Auditors of the Company for a second term of five
consecutive years, for approval of the members at the
ensuing AGM of the Company. The notice convening
the AGM contains necessary resolution relating to their
re-appointment.

The statutory auditors report to the members for the
year ended March 31, 2025 does not contain any
qualification, reservation, adverse remark or disclaimer.
Also there has been no instance of fraud reported by
the statutory auditors for the period under review.

3.3. Cost Audit & Maintenance of Cost records

The Board of Directors, at their meeting held on
May 27, 2025, had appointed M/s. Jayaram &
Associates, Cost Accountants, as Cost Auditor of
the Company for the financial year 2024-25 as per
the recommendations of the Audit Committee, after
obtaining necessary certificate under Section 141 of
the Act conveying his eligibility for re-appointment. In
terms of Section 148(3) of the Act. The remuneration as
fixed by the Board, based on the recommendation of
the Audit Committee, is required to be ratified by the
members at the AGM in terms of Section 148(3) of the
Act. The notice convening the ensuing AGM includes a
detailed background and the proposal for ratification
of remuneration payable to the Cost Auditor. The
Company maintains all such accounts and records as
specified by the Central Government under Section
148(1) of the Act.

3.4. Secretarial Auditor

M/s. Sriram Krishnamurthy & Co., a firm of Company
Secretaries in practice, have been appointed by the
Board of Directors as Secretarial Auditors for the FY
2024-25. The Secretarial Audit report pursuant to
Section 204 of the Act is annexed in ''Annexure B'' and
was taken on record by the Board of Directors at its
meeting held on May 27, 2025. The report does not
contain any qualification, reservation, adverse remark
or disclaimer.

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

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

3.5. Internal Auditor

M/s. Deloitte Touche Tohmatsu India LLP are the Internal
Auditors appointed by the Board of Directors based on
the recommendations of the Audit Committee.

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

4. Directors'' responsibility statement

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

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

b. they had selected such accounting policies and
applied them consistently and made judgements
and estimates that were reasonable and prudent

so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year and of the profit of the Company for the year
under review;

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

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

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

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

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial
year were on an arm''s length basis and were in the
ordinary course of business. The Company has not
entered into any transaction of material nature with
any of the promoters, Directors, key management
personnel or relatives or subsidiaries etc., except for
those disclosed in AOC-2 ''Annexure C'' of this report.
There are no materially significant RPT made by the
Company with related parties which require approval
of the shareholders / which have potential conflict with
the interest of the Company at large.

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

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

The Company has put in place a proper system for
identification and monitoring of such transactions. Save
as disclosed in this report none of the Directors or Key
Managerial Personnel has any pecuniary relationships
or transactions with the Company. The policy on
Related Party Transaction as approved by the Board has
been disclosed in the Corporate Governance section
on the Investor''s page of the website of the Company
at the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/

None of the Directors or Key Managerial Personnel
or Senior Management Personnel have any material,

financial and commercial transactions (except payment
receipt of their remuneration, as applicable), which may
have potential conflict with interest of the Company
at large.

6. Corporate Social Responsibility (CSR)

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

The CSR activities of Rane Group focus on four
specific areas viz.: (a) Education; (b) Healthcare; (c)
Community Development; and (d) Environment.
The CSR Committee of the Board is responsible for
recommending CSR projects and activities to the
Board in line with the CSR policy. The CSR Committee
monitors and reviews the implementation of CSR
activities periodically. The CSR activities undertaken
by the Company are in line with the CSR Policy and
recommendations of the CSR Committee comprising
of Mr. Harish Lakshman, Committee Chairman &
Managing Director, Mr. L Ganesh, Director and
Ms. Vasudha Sundararaman, Independent Director, as
its members. During the year, the Company has
contributed a sum of ''2.39 crores on various CSR
activities as per the CSR policy and recommendations
of the CSR Committee. The ''Annexure D'' to this
report contains the annual report on CSR activities
of the Company for FY 2024-25. The CSR policy of
the Company has been disclosed in the Corporate
Governance section on the Investor''s page of the
website of the Company at the web-link: https://
ranegroup.com/investors/rane-madras-limited-2/
Further, in terms of the CSR Rules, the Chief Financial
Officer has certified to CSR Committee that the funds
disbursed for CSR have been used for the purpose and
in the manner approved by the Board for FY 2024-25.

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

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

8. Corporate Governance Report

The Company is committed to maintain the highest
standards of corporate governance and effective
compliance with the regulatory norms under the SEBI
regulations and other laws and regulations applicable
to the Company. The Corporate Governance report
and the certificate issued by the Statutory Auditors are
available in ''Annexure F'' to this report.

9. Particulars of Directors, Key Managerial Personnel and
Employees

The details in terms of Section 197(12) read with
Rule 5 of the Companies (Appointment and

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

10. Risk Management

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

11. Other disclosures

a. The details of loans, guarantees and investments
under the provisions of Section 186 of the Act are
given in the notes to the financial statements.

b. The Internal control systems and adequacy are
discussed in detail in the Management Discussion
and Analysis annexed to the Directors'' Report.

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

d. The policies approved and adopted by the Board
have been made available on the Corporate
Governance section of the Investor page on
the website of the Company at the web-link:
https://ranegroup.com/investors/rane-madras-
limited-2/.

e. The copy of the Annual Return is available under the
Corporate Governance section on the Investor''s
page of the website of the Company at the web-link:

https://ranegroup.com/investors/rane-madras-

limited-2/

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

g. Business Responsibility and Sustainability
Reporting is not applicable to the Company since it
does not fall under the top 1000 listed companies
based on market capitalisation.

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

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

j. The Company has established a formal vigil
mechanism named ''Rane Whistle Blower Policy''
for reporting improper or unethical practices or
actions which violate the code of conduct of the
Company. The mechanism includes access to
report instances in Integrity Matters an external
and independent third party service provider
portal appointed by the Rane Group. All reports
lodged in this portal will be received by the Rane
Group''s ombudsperson and will be processed
as per ''Rane Whistle Blower Policy''. The policy
which is also available on the intranet portal of the
Company provides for adequate safeguard against
victimisation and direct access to the Chairman of
the Audit Committee for the employees and state
their complaints / grievances. During the year,
ten (10) concerns were received under whistle
blower policy and all of them were carefully
examined as per the mechanism laid down in the
policy and stand disposed off.

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

The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(POSH), comprising of Presiding Officers and
members with an appropriate mix of employees
and external subject matter experts. During
the period, the details of complaints received /
resolved or pending are as under:

No. of complaints received during the year - Nil

No. of complaints disposed off during the year -
Nil

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

l. I n view of the exemptions available vide General
Circular 09/2024 dated September 19, 2024,
issued by the Ministry of Corporate Affairs
("MCA”) read with previous circulars, SEBI Circular
dated October 03, 2024 and in compliance with
Regulation 36 of SEBI LODR, electronic copies
of the annual report and the notice convening
the 21^st AGM would be sent to all the members
whose e-mail addresses were registered with
the Company or their respective Depository
Participants. A letter providing the web-link, where
complete details of the Annual Report is available
will be sent to those shareholder(s) who have
not registered their email ids. The hard copies
of the Annual Report will be made available to
those members who are specifically requesting
for the same. The full Annual Report will be made
available on the website of the Company and
will also be disseminated to the stock exchanges
where shares of the Company are listed.

Annual General Meeting

m. The 21^st AGM has been convened for conduct
through video conferencing or other audio visual
means on Wednesday, August 05, 2025 at 16:00
hrs (IST), as per the framework notified by the
Ministry of Corporate Affairs. The notice convening
the 21^st AGM contains detailed instructions and
notes in this regard.

Acknowledgement

We thank our customers, investors, suppliers, vendors,
bankers, government and regulatory authorities and other
business associates for their continued support in successful
performance of the Company. We place on record our
appreciation for the committed services of all our employees

For and on behalf of the Board

Ganesh Lakshminarayan Harish Lakshman

Chennai Director Chairman and Managing Director

May 27,2025 DIN:00012583 DIN:00012602

---

Mar 31, 2024

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

1. State of Company''s affairs

The financial year 2023-24 saw a subdued demand in domestic sales and exports sales continued the growth

momentum. The market demand had a major shift from Small Passenger Car segment to Utility Vehicle Segment.

The company had a major market share in the Passenger Car segment compared to Utility Vehicle models. The inflationary pressure in the cost impacted the operating profits.

1.1. Financial Performance

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

(Rs. in Crores)
Particulars	2023-24	2022-23
Revenue from Operations	2142.25	2,123.55
Other Income	2.59	11.95
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	182.75	228.42
Less: Depreciation / Amortisation	81.08	73.00
Profit / loss before Finance Costs, Exceptional items and Tax Expense	101.67	155.42
Less: Finance Costs	50.41	27.64
Profit / loss before Exceptional items and Tax Expense	51.26	127.78
Add / (less): Exceptional items	(141.91)	(225.89)
Profit / (loss) before Tax Expense	(90.65)	(98.11)
Less: Tax Expense (Current & Deferred)	(105.53)	28.43
Profit / (loss) for the year (1)	14.88	(126.54)
Total Comprehensive Income / (loss) (2)	(0.67)	(1.28)
Total (1 2)	14.21	(127.82)
Balance of profit / loss for earlier years	(155.40)	(27.58)
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-
Balance carried forward	(141.19)	(155.40)

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

The total standalone turnover of the company was ''2,105.73 crores, which is an increase of 0.93% over the previous year. The revenue from Steering and Linkage Division (SLD) products was ''1,801.26 crores, an increase of 0.59% over the previous year. The revenue from Light Metal Castings India (LMCI) (formerly known as Die Casting Division (DCD)) products was ''226.71 crores, which is 3.80% increase over previous year. The auto parts division of the Company registered a turnover of ''77.76 crores as against turnover of ''77.20 crores recorded during previous year. The Company has a Profit After Tax (PAT) of ''14.88 crores, which is 0.71% of the turnover. This resulted in an Earnings Per Share (EPS) of ''9.15 for FY 2023-24 as against ''(77.80) in the previous year.

The Company continues to be a subsidiary of Rane Holdings Limited (RHL / Holding Company). There was no material change or commitments, affecting the

financial position of the Company between the end of the financial year of the Company and date of the report apart from those disclosed in the financial statements section of this annual report. There was no change in nature of business during the year.

1.2. Appropriation

The Company has carried forward a loss of ''(141.19) crores and no amounts were transferred to the General Reserves. The Board of Directors, taking into consideration, the operational performance, financial position of the Company and uncertainties faced by the automotive sector, has decided not to declare / recommend any dividend, for the year under review.

1.3. Merger / Scheme of Amalgamation

The Board of Directors of the Company at their meeting held on February 09, 2024 has considered and approved Scheme of Amalgamation of Rane Engine Valve Limited and Rane Brake Lining Limited with and into Rane (Madras) Limited and their respective shareholders, in terms of the provisions of Section(s) 230 to 232 and other applicable sections and provisions of the Companies Act, 2013 read together with the rules made thereunder (''Scheme'').

The Scheme is subject to the approval of shareholders, creditors, Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited, National Company Law Tribunal and such other approvals as may be required.

The merger significantly simplifies the group structure by consolidating listed group companies and aligns public shareholder''s interest by converging the stake at a single listed entity. The Management Discussion and Analysis section of this Annual Report carries the rationale and benefits of the Scheme.

1.4. Credit rating

During the year, CRISIL revised and upgraded the LongTerm Rating ''CRISIL A-'' to ''CRISIL A'' with outlook as ''Stable'' and Short-Term Rating ''CRlSlL A2 '' to ''CRlSlL A1'' on May 24, 2023. The revision in ratings of RML reflects the healthy performance in fiscal 2023 and expected sustained performance over the medium term supported by steady demand scenario for the automobile sector, and improved operating performance.

Further, Long-Term Rating and Short-Term Rating was kept under review as ''Rating Watch with Positive Implications'' on February 20, 2024. The rating action follows the announcement of merger referred to in para 1.3 of this report.

These has been disclosed to stock exchanges and made available on the Company''s website. The Corporate Governance section of this Annual Report carries the details of credit rating.

1.5. Share Capital

During the year under review, there was no change in capital structure of the Company and as at the year ended March 31, 2024 the paid-up capital of the Company stood at ''16,26,52,670 consisting of 1,62,65,267 fully paid-up equity shares of ''10/- each.

1.6. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of auto components for transportation industry viz., steering and suspension systems, linkage products, steering gear products and aluminium alloy based high pressure die-casting products. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis report forming part of this report and provided in ''Annexure A''.

1.7. Subsidiaries, Associate and Joint Venture Companies

1.7.1. Overseas Subsidiaries

M/s. Rane Light Metal Casting Inc., USA (LMCA) was a step down subsidiary of the Company held through Rane (Madras) International Holdings, B.V., The Netherlands, a wholly owned subsidiary of the Company (''RMIH'' / ''WOS'').

The Board after carefully reviewing operational and financial performance and based on shareholders'' approval dated June 17, 2023, approved the divestment of LMCA on September 14, 2023 for a consideration of USD 4.90 million.

Consequently, LMCA ceased to be a step-down subsidiary of the Company / part of the Rane Group, effective from September 14, 2023. During this period, LMCA earned revenue of ''96.70 crores from its operations.

Consequent to divestment, investment in LMCA to the tune of USD 59.66 million made by RMIH were written off. Accordingly, an amount of Euro 50.50 million in the Capital of RMIH were written off during the year under review.

Acquisition

Considering the demand from North American region, the Board of Directors in September 2023 decided to set up a greenfield manufacturing facility in Mexico and delegated necessary powers to the Investment Committee to explore options.

Accordingly, the Investment Committee of the Board of Directors of the Company at its meeting held on September 28, 2023, has approved setting up of a Wholly Owned Subsidiary in Mexico viz., M/s. Rane Automotive Components Mexico S. de R.L. de C.V. (RACM).

During September 2023, RACM established a greenfield manufacturing facility to manufacture steering and linkage auto components catering to customers in Mexico and North American Region. The start of production is estimated to begin from mid of FY 25-26.

RACM belongs to the same business domain as that of the Company. RACM is Wholly Owned Subsidiary held entirely by the Company directly and through RMIH.

The total investments as on March 31, 2024, by the Company in RACM and RMIH are 9,999 MXN and Euro 4.39 million , respectively.

All the overseas investments and financial commitments of the Company are within the applicable limits prescribed under the Foreign Exchange Management Act, 1999 and regulations framed thereunder for the time being in force.

The highlights of performance of subsidiary companies and their contribution to the overall performance of the Company during the year under review are provided in the section ''Management Discussion & Analysis'' forming part of this annual report. The Company does not have any associate or joint venture for the year under review.

1.8. Consolidated Financial Statements

The consolidated financial statements of the Company are prepared based on the financial statements of the subsidiary Companies viz., Wholly Owned Subsidiary -Rane (Madras) International Holdings B.V, The Netherlands, Rane Automotive Components Mexico S. de R.L. de C.V. (RACM) and erstwhile Step Down Subsidiary (SDS) - Rane Light Metal Castings Inc. USA (till Sep 14, 2023).

The Company has followed the methodology prescribed under applicable accounting standards for consolidation of financial statements of the subsidiary companies i.e., each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. On consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate

of exchange prevailing at the reporting date and their statements of profit or loss are translated at average of daily exchange rates prevailing during the year.

The salient features of financial statements of the subsidiary companies are provided in Form AOC-1 forming part of this annual report in terms of the provisions of Section 129(3) of the Companies Act, 2013 ("Act"). The Company will make available a soft copy of the annual report and annual accounts of the subsidiary Companies to any member on request of the same in accordance with the provisions of Section 136 of the Act. Further, the annual financial statements of the Subsidiary Companies have also been made in the Investor''s section on the website of the Company at www.ranegroup.com.

2. Board of Directors, Committees and Management

2.1. Composition

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Board of Directors have also constituted an Executive Committee, Finance Committee, Investment Committee and Issue & Allotment Committee. The Corporate Governance Report given in ''Annexure F'' contains an overview of the role, terms of reference, meetings and composition of the Board of Directors of the Company and its Committees.

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

a. Mr. L Ganesh, retired as Chairman of the Board, effective from close of business hours on March 31, 2024 and is continuing to serve on the Board, as a Non-Executive Director. The Board, appointed Mr. Harish Lakshman as Chairman of the board, effective from April 01,2024

b. Mr. Vikram Taranath Hosangady (DIN:09757469) was appointed on March 16, 2023 as an Additional Director by the Board of Directors based on the recommendations of Nomination & Remuneration Committee. His appointment as Non-Executive & Non-Independent Director was approved, by the Shareholders vide postal ballot, w.e.f. April 20, 2023. He is liable to retire by rotation.

There were no other change in the composition of the Board of Directors during this year.

The Board of Directors are of the opinion that the Directors proposed for appointment / re-appointment at the ensuing 20^th AGM of the Company possess integrity, necessary expertise, relevant experience and proficiency and the Corporate Governance Report annexed to this report contains necessary disclosures regarding such Director(s).

The terms and conditions of appointment of Independent Directors have been disclosed in the Corporate Governance section on the Investor''s page of the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have further affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicable regulations of SEBI LODR as amended from time to time. Further, in terms of Section 1 50 of the Companies Act, 201 3 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have qualified the proficiency test, if applicable to them. The Board of Directors at its first meeting of the FY 2023-24 has taken on record the declarations and confirmations submitted by the Independent Directors. During the year, the Board had not appointed any person as an Alternate Director for an Independent Director on the Board. The Company has obtained a certificate from a Company Secretary in Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Ganesh Lakshminarayan (DIN:00012583) retires by rotation at the ensuing 20^th AGM, being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Ganesh Lakshminarayan as a Director is included in the notice convening the 20^th AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and Committees of the Board is circulated to the Directors in advance. During the year, eight (8) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings of the Board of Directors was less than 120 days. The details of Committee meetings are provided in the Corporate Governance Report. For eligible matters, the Board / its Committees may also accord approvals through resolutions passed by circulation.

2.4. Meeting of Independent Directors

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

2.5. Board evaluation

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

To all the directors, a structured questionnaire was sent seeking feedback and any comments on various parameters as recommended by the Nomination and Remuneration Committee. As regards evaluation of the functioning of the Board as a whole, including

Committee(s) thereof, key focus areas for evaluation were on aspects like Board diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategic matters, annual operating plan, strategic business plan and guiding the management.

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

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

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

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

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

2.6. Familiarisation program for Independent Directors

The details of familiarisation programmes for Independent Directors have been disclosed in the Corporate Governance section on the Investor''s page of the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

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

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

As at the year ended March 31,2024, Ms. Gowri Kailasam, CEO - SLD & LMCI & Manager, Mr. B Gnanasambandam, Executive Vice President - Finance & Chief Financial Officer (CFO) and Ms. S Subha Shree, Secretary, hold the office of Key Managerial Personnel (KMP), respectively, within the meaning of Section 2(51) of the Companies Act, 2013.

As regards Senior Management Personnel, the following were the changes during the year: Ms. Gowri Kailasam was promoted from President to CEO of SLD & LMCI divisions, Mr. Aditya Ganesh was promoted as President - LMCI, as part of succession planning, in place of Mr. D Sundar, President - LMCI, who retired effective October 31,2023.

The SMPs other than KMPs, as at the year ended March 31, 2024 are Mr. Giriprasad T (President), Mr. Aditya Ganesh (President), Mr. Satheeshkumar D (Marketing - Head), Mr. M Karthikeyan (Material Management -Head) and Mr. Selvavinayaga Raja A (HR Head).

2.8. Remuneration policy

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

The policy on appointment and remuneration of Directors, KMP and Senior Management Personnel (SMP) as laid down by the NRC of the Board has been disclosed in the Corporate Governance section on the Investor''s page of the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

There has been no change in this policy during the financial year 2023-24.

In accordance with the said policy, approval was obtained from the shareholders in terms of Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR) at the 19^th AGM held on July 26, 2023, for payment of commission to Mr. L Ganesh, Chairman, an amount exceeding 50% of total annual remuneration payable to other NonExecutive Directors, for the FY 2023-24. The details of remuneration paid / payable to the Directors during the FY 2023-24 is furnished in the Corporate Governance report annexed to this report of the Board.

3. Audit and allied matters

3.1. Audit Committee

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

3.2. Statutory Auditor

M/s B S R & Co. LLP, Chartered Accountants (BSR) (Firm registration Number 101248W/W-100022) hold the office of Statutory Auditors of the Company, in terms of Section 139 of the Companies Act, 2013 read with applicable rules thereunder and as per the members approval accorded at the 16^th Annual General Meeting for a first term of five consecutive years i.e., from the conclusion of the 16^th AGM (2020) till the conclusion of 21^st AGM (2025).

The statutory auditors report to the members for the year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

3.3. Cost Audit & Maintenance of Cost records

The appointment of Cost Auditor is not applicable to the Company under Companies (Cost Records and Audit) Rules, 2014. Further, the Company does not manufacture any specified products which does necessitate the maintenance of cost records as prescribed under Section 148(1) of the Act.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in practice, have been appointed by the Board of Directors as Secretarial Auditors for the FY 2023-24. The Secretarial Audit report pursuant to Section 204 of the Companies Act, 2013 is annexed in ''Annexure B'' and was taken on record by the Board of Directors at its meeting held on May 09, 2024. The report does not contain any qualification, reservation, adverse remark or disclaimer.

3.5. Internal Auditor

M/s. Deloitte Touche Tohmatsu India LLP are the Internal Auditors appointed by the Board of Directors based on the recommendations of the Audit Committee.

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

4. Directors'' responsibility statement

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

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

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

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

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

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

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

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, Directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 ''Annexure C'' of this report. There are no materially significant RPT made by the Company with related parties which require approval of the shareholders / which have potential conflict with the interest of the Company at large.

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

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

The Company has put in place a proper system for identification and monitoring of such transactions. Save as disclosed in this report none of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company. The policy on Related Party Transaction as approved by the Board has been disclosed in the Corporate Governance section on the Investor''s page of the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

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

6. Corporate Social Responsibility (CSR)

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

The CSR Committee of the Board is responsible for recommending CSR projects and activities to the Board in line with the CSR policy. The CSR Committee monitors and reviews the implementation of CSR activities periodically.

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

During the year, the Company has contributed a sum of ''1.31 crores on various CSR activities as per the CSR policy and recommendations of the CSR

Committee. The ''Annexure D'' to this report contains the annual report on CSR activities of the Company for FY 2023-24. The CSR policy of the Company has been disclosed in the Corporate Governance section on the Investor''s page of the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

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

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

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

8. Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and effective compliance with the regulatory norms under the SEBI regulations and other laws and regulations applicable to the Company. The Corporate Governance report and the certificate issued by the Statutory Auditors are available in ''Annexure F'' to this report.

9. Particulars of Directors, Key Managerial Personnel and Employees

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

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

10. Risk Management

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

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

11. Other disclosures

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

b. The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors'' Report.

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

d. The policies approved and adopted by the Board have been made available on the Corporate Governance section of the Investor page on the website of the Company at the web-link: https://ranegroup.com/investors/rane-madras-limited-2/.

e. The copy of the Annual Return is available under the Corporate Governance section on the Investor''s page of the website of the Company at the web-link:

https://ranegroup.com/investors/rane-madras-limited-2/.

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

g. Business Responsibility and Sustainability Reporting is not applicable to the Company since it does not fall under the top 1000 listed companies based on market capitalisation.

h. The details regarding shares and dividend

transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the corporate governance section of this annual report.

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

j. The Company has established a formal vigil

mechanism named ''Rane Whistle Blower Policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. The policy which is also available on the intranet portal of the Company provides for adequate safeguard against victimisation and direct access to the Chairman of the Audit Committee for the employees and state their complaints / grievances.

k. The Company has always provided a

congenial atmosphere for work that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour,

marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under:

No. of complaints received during the year - 1

No. of complaints disposed off during the year - 1

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

l. I n view of the exemptions available vide General circular 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs ("MCA") read with previous circulars and SEBI Circular dated October 07, 2023, the company will not be dispatching hard copies of the Annual Report to the shareholders. The full Annual Report will be

made available on the website of the Company and will also be disseminated to the stock exchanges where shares of the Company are listed. The hard copies of the Annual Report will be made available to those members who are specifically requesting for the same. The electronic copies of the Annual Report and the Notice convening the 20^th AGM would be sent to all the members whose e-mail addresses were registered with the Company or their respective Depository Participants (DP).

Annual General Meeting

m. The 20^th AGM would be conducted through video conferencing or other audio visual means Wednesday, July 24, 2024 at 14:00 hrs (1ST), as per the framework notified by the Ministry of Corporate Affairs. The notice convening the 20^th AGM contains detailed instructions and notes in this regard.

Acknowledgement

We thank our Customers, Investors, Suppliers, Vendors, Bankers, Government and Regulatory Authorities and other Business Associates for their continued support in successful performance of the Company. We place on record our appreciation for the committed services of all our employees

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Mar 31, 2019

Report of the Board of Directors

The Directors have pleasure in presenting their Fifteenth Annual Report together with the accounts for the year ended March 31, 2019 and other prescribed particulars:

1. State of Company’s affairs

1.1 Financial Performance

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

(Rs. in Crores)

Particulars	2018-19	2017-18
Sales and Operating Revenues (net of Excise duty)	1370.25	1213.95
Other Income	10.57	5.64
Profit Before Tax (PBT)	70.36	60.18
Provision for tax :
Current	25.23	18.33
Deferred	(2.11)	0.04
MAT Credit availed	-	-
Profit After Tax (PAT)	47.24	41.81
Total Comprehensive Income	46.10	41.82
Surplus brought forward	46.51	24.78
Amount transferred to Capital Redemption Reserve (CRR)	-	8.23
Amount transferred to General Reserve	32.36	-
Amount available for appropriation	60.86	57.85

Key performance indicators, operational performance and balance sheet highlights are furnished on page nos 4 and 5 of this Annual Report.

The total stand-alone turnover of the company was Rs. 1370.25 Crores, which is a growth of 13% over the previous year. The revenue from steering and linkage products was Rs. 1154.95 Crores, a growth of 15 % over the previous year. The revenue from die casting business was Rs. 120.09 Crores, which is 5% decline from the previous year. The auto parts division of the Company registered a turnover of Rs. 52.29 Crores as against the turnover of Rs. 40.69 Crores recorded during the previous year.

The Company netted a profit before tax of Rs. 70.36 Crores, which is 5% of the turnover. This resulted in earnings per share as Rs. 40.38 for FY 2018-19 as against Rs. 37.61 for FY 2017-18.

There was no material change or commitments, affecting the financial position of the Company between the end of the financial year of the Company and date of the report other than those disclosed in the financial statements section of this annual report. There was no change in the nature of business during the year. The Company continues to be a subsidiary of Rane Holdings Limited (RHL / Holding company). The Company does not have any associate or joint venture.

1.2. Overseas Subsidiaries

Rane Precision Die Casting Inc. (RPDC), USA, is a step down subsidiary of the Company. This investment is held through Rane (Madras) International Holdings, B.V., The Netherlands, a Wholly Owned Subsidiary of the Company (‘RMIH’ / ‘WOS’). RPDC is engaged in the business of manufacturing high pressure aluminium die casting for automotive applications like steering and compressor related die casting components. During FY 2018-19, RPDC earned a revenue of Rs. 184.36 Crores from its operations.

During FY 2018-19, the Company invested Euro 1.76 million in the preference share capital of RMIH, towards making onward investments in RPDC and for meeting its own operating expenses. The total investment in the equity capital of RPDC through RMIH as on March 31, 2019 is USD 10 million. As on March 31, 2019, the Company had issued corporate guarantee to EXIM Bank for US$ 2.1 Million and US$ 4.8 Million against the lending of EXIM Bank to RPDC and RMIH, respectively

As on March 31, 2019, a loan of Rs. 44.70 Crores is outstanding for repayment to the Company by RMIH.

1.3. Changes in Share Capital

1.3.1. Conversion of warrants into equity shares

On December 28, 2018, the Company had allotted 3,65,630 equity shares having a face value of Rs. 10/- each to Rane Holdings Limited, Promoter / Promoter Group, (RHL), consequent to conversion of warrants by RHL upon payment of the balance amount of Rs. 14.99 Crores, being the warrant exercise price. The equity shares arising on conversion rank pari-passu with the existing shares of the Company and are also listed and permitted to be traded on the stock exchanges viz., Bombay Stock Exchange Limited and National Stock Exchange of India Limited, effective January 22, 2019.

1.4. Appropriation

The Board of Directors declared and paid an interim dividend at the rate of 40% (i.e., Rs. 4.00 per equity share of Rs. 10/- each, fully paid-up) on February 08, 2019 to all the eligible shareholders whose name appeared in the register of members of the Company as on February 01, 2019, being the Record Date fixed for this purpose.

An amount of Rs. 60.86 Crores of the profit is available for appropriation. The Board Directors of the Company, at its meeting held on May 23, 2019, have considered and has recommended a final dividend of 45% (i.e., Rs. 4.50/- per equity share of Rs. 10/- each fully paid-up) for approval by the shareholders at the ensuing 15^th Annual General Meeting (AGM) scheduled to be held on July 24, 2019.

The total final dividend amount paid/payable on equity shares for FY 2018-19 including the distribution tax thereon would be Rs. 12.27 Crores. On declaration of the final dividend by the shareholders, it will be paid on July 29, 2019 to all the eligible shareholders whose name appears in the register of members of the Company as on July 17, 2019, being the Record Date fixed for this purpose.

The Board has retained Rs. 44.60 Crores as surplus in the Statement of Profit and Loss account after transferring Rs. 32.36 Crores to the General Reserves.

1.5. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of auto components for transportation industry viz., steering and suspension systems, linkage products, steering gear products and aluminium alloy based high pressure die-casting products. An analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis report annexed as ‘Annexure A’ forming part of this report.

1.6. Consolidated Financial Statements

The consolidated financial statements of the Company are prepared based on the financial statements of the subsidiary companies viz., Rane (Madras) International Holdings B.V, The Netherlands, Wholly Owned Subsidiary (‘RMIH’ / ‘WOS’) and Rane Precision Die Casting Inc., USA, Step Down Subsidiary (‘RPDC’/ ‘SDS’). The Company has followed the methodology prescribed under applicable accounting standards for consolidation of financial statements of the subsidiary companies i.e., each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. On consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average of daily exchange rates prevailing during the year.

The financial statements of the subsidiary companies are not attached in terms of the provisions of Section 136 of the Companies Act, 2013. However the salient features of financial statement of these subsidiary companies are disclosed in this annual report. The Company undertakes to make available a soft or hard copy of the financial statement of the subsidiary companies to members, as may be required by them, on demand. The annual financial statements of the subsidiary companies have been posted on the website of the Company viz. www.ranegroup.com and also kept open for inspection by any member at the registered office of the Company. The consolidated financial statement presented by the Company, which forms part of this annual report, include financial results of the WOS and SDS.

2. Board of Directors

2.1. Composition

The Corporate Governance Report given in ‘Annexure E’ to this report contains the composition of the Board of Directors of the Company.

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

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), as amended from time to time. The Board of Directors at its first meeting of the FY 2018-19 has taken on record the declarations and confirmations submitted by the Independent Directors. During the year the Board had not appointed any person as an Alternate Director for an Independent director on the Board.

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

2.2. Retirement by rotation

Mr. Harish Lakshman, Director (DIN: 00012602) is retiring by rotation at the ensuing 1 5^th AGM. Being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Harish Lakshman as a Director is included in the notice convening the 15^th AGM.

2.3. Board Meetings

The schedule of meetings of the Board of Directors and Committees of the Board is circulated to the Directors in advance. During the year, five (5) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings of the Board of Directors was less than 120 days.

2.4. Meeting of Independent Directors

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

3. Board and Management

3.1. Board evaluation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.2. Familiarisation program for Independent Directors

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

3.3. Key Managerial Personnel

Mr. S Parthasarathy, Chief Executive Officer (CEO), Ms. J Radha, Chief Financial Officer (CFO) and Ms. S Subha Shree, Company Secretary, hold the office of Key Managerial Personnel, respectively within the meaning of Section 2(51) of the Companies Act, 2013. During the year there was no change in the Key Managerial Personnel (KMP).

3.4. Remuneration Policy

The policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) as laid down by the Nomination and Remuneration Committee (NRC) of the Board is available on the website of the company www.ranegroup.com

In accordance with the said policy and approval obtained from the shareholders at the 14^th AGM held on July 25, 2018, a commission of Rs. 1.44 Crores is payable to Mr. L Ganesh, the Chairman for financial year 2018-19. This commission amount does not exceed 2% of the net profits of the Company for FY 2018-19.

In addition to the approval already obtained from shareholders by way of a special resolution under Section 197 of the Companies Act, 2013 and the Rules made thereunder, specific approval of shareholders is sought again, pursuant to the provisions of Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI LODR), for payment of commission to Mr L Ganesh for FY 2018-19.

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

4. Audit

4.1. Audit Committee

The terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance Report section of the Annual Report. The Audit Committee of the Board acts in accordance with the above terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 201 3 and Regulation 1 8 of SEBI LODR and other applicable provision of SEBI LODR, as amended from time to time.

4.2. Statutory Auditors

M/s. Deloitte Haskins & Sells (DHS) were appointed in their second term as Statutory Auditors at the 13^th Annual General Meeting (AGM) held on August 24, 2017, for a period of five years i.e., until the conclusion of the 18^th AGM (2022).

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

During the year under review, DHS has not reported any matter under Section 143(12) of the Companies

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

4.3. Cost Audit & Maintenance of Cost Records

Appointment of Cost auditor is not applicable to the Company under Companies (Cost Records and Audit) Rules, 2014.

Further, the maintenance of cost records as prescribed under provisions of Sec 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

4.4. Secretarial Auditors

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in practice, are the Secretarial Auditors of the Company. The Secretarial Audit report given in ‘Annexure B’ was taken on record by the Board of Directors at its meeting held on May 23, 2019. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Annual Secretarial Compliance Report, (hereinafter referred to as ‘compliance report’), for FY 2018-19 issued by M/s. S Krishnamurthy & Co., the Secretarial Auditors of the Company, have confirmed compliance with securities laws applicable to the Company and the same has been taken on record by the Board of Directors at its meeting held on May 23, 2019. The compliance report does not contain any qualification, reservation, adverse remark or disclaimer and the Board has approved filing of the same with the stock exchanges.

4.5. Internal Auditors

M/s. Capri Assurance and Advisory Services, a firm of independent assurance service professionals, continues to be the Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, review of statutory and legal compliances with applicable statutes / laws and assessing the internal control strengths in all these areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve efficiency in operations. The internal auditors report directly to the Audit Committee and the Audit Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the internal audit, has taken into consideration their confirmation to the effect that their infrastructure viz internal audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

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

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

ii. There were no significant findings requiring follow-up thereon and there were no matters of suspected fraud or irregularity or a failure of internal control systems of material nature requiring investigation or reporting to the Audit Committee/Board;

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

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

v. There were no significant changes in the internal control over financial reporting during the year under review;

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

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

5. Directors’ Responsibility Statement

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

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

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

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

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

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

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

6. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, Directors, management or relatives or subsidiaries etc., except for those disclosed in ‘Annexure G’ to this report. There are no materially significant related party transactions made by the Company with Related Parties which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis. The Company has put in place proper system for identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the link: http://ranegroup.com/rml_investors/ policy-on-related-party-transactions/

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

7. Corporate Social Responsibility (CSR)

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

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh, Director and Ms. Anita Ramachandran, an Independent Director, as its members. The ‘Annexure C’ to this report contains the annual report on CSR activities of the Company for FY 2018-19. The CSR policy of the Company is posted on our website http://ranegroup.com/rml_investors/ corporate-social-responsibility-policy.

8. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The ‘Annexure D’ to this report contains the information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

9. Particulars of Directors, Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the full version of the Annual Report. The full version of the Annual Report is available for inspection by the members at the registered office during business hours on a working day of the Company up to the date of the ensuing Annual General Meeting. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their e-mail address and is available on the Company’s website www.ranegroup.com.

10. Corporate Governance Report

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

11. Other Disclosures

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

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

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

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

e) The extract of the Annual Return under Section 92(3) of the Companies Act, 201 3 in form MGT-9 is available on the website of the Company at www.ranegroup.com and in ‘Annexure F’ to this report.

f) The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors and SS-2 on general meetings issued by Institute of

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

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

i) The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under in accordance with provisions of the Companies Act, 201 3, as amended from time to time.

No. of complaints received during the financial year - Nil

No. of complaints disposed during the financial year - Nil

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

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

j) Electronic copies of the Annual Report and the notice convening the 15th Annual General meeting (AGM) would be sent to the members whose email address are registered with the Company or their respective Depository Participants. For members who have not registered their email address, physical copies of the Notice and Annual Report would be sent in the permitted mode.

For and on behalf of the Board

Chennai Harish Lakshman L Ganesh

May 23, 2019 Vice-Chairman Chairman

DIN: 00012602 DIN: 00012583

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Mar 31, 2018

The Directors have pleasure in presenting their Fourteenth Annual Report together with the accounts for the year ended 31 March, 2018 and other prescribed particulars:

1. State of Company’s affairs

1.1 Financial Performance

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

(Rs. in crores)

Particulars	2017-18	2016-17**
Sales and Operating Revenues (net of Excise duty)	1211.89	989.27
Other Income	5.64	3.35
Profit Before Tax (PBT)	60.18	26.29
Provision for tax :
Current	18.33	5.61
Deferred	0.04	1.48
MAT Credit availed	-	(1.46)
Profit After Tax (PAT)	41.81	20.66
Surplus brought forward	24.78	7.25
Amount transferred to Capital Redemption Reserve (CRR)	8.23	-
Amount available for appropriation	57.85	27.30

** Previous year’s numbers has been restated as per Ind AS.

Key performance indicators, operational performance and balance sheet summary are furnished in page no. 03 of this annual report.

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

The Company recorded a turnover of Rs. 1,005.29 crores from its steering and linkage products, showing an increase of 28% over previous year. The company achieved a turnover of Rs. 126.62 crores from die casting business, recording 3% decrease over previous year. The Company also achieved a turnover of Rs. 40.69 crores from its auto parts division. The total turnover of the company was Rs. 1,172.60 crores, registering an overall growth of 23% over the previous year.

On a stand-alone basis, the revenue from operations for the financial year 2017-18 was Rs. 1,211.89 crores, which is higher by 23% over the last year Rs. 989.27 crores.

The profit before tax of the Company was Rs. 60.18 crores, representing 5% of the turnover. Earnings per share for the year 2017-18 was Rs. 37.61 as against Rs. 19.66 in the previous year.

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

There was no change in nature of business during the year. The Company is a subsidiary of Rane Holdings Limited (RHL / Holding Company). The Company does not have any associate or joint venture.

1.2 Overseas Subsidiaries

Rane Precision Die Casting Inc., USA (RPDC), is engaged in the business of manufacturing high pressure aluminium die casting for automotive applications like steering and compressor related die casting components. During the financial year 2017-18, RPDC recorded a turnover of Rs. 185.87 crores from its operations.

This investment is held through Rane (Madras) International Holdings, B.V., The Netherlands, a Wholly Owned Subsidiary of the Company (‘RMIH’ / ‘WOS’), incorporated to hold strategic overseas investments of the Company. The WOS has till 31 March, 2018 invested USD 4.70 million into the equity capital of RPDC.

As on 31 March, 2018, the Company had issued corporate guarantee to EXIM Bank for USD 2.1 Million and USD 4.8 Million against the lending of EXIM Bank to RPDC and RMIH respectively.

1.3 Changes in Share Capital

1.3.1 Redemption of Preference Shares

The Company had, on 21 September, 2017, redeemed out of profits of the Company, the entire 82,32,164 fully paid-up 6.74%

Cumulative Redeemable Preference Shares (CRPS) of Rs. 10/- each amounting to Rs. 8.23 crores, issued to Rane Holdings Limited (RHL / Holding Company) at par.

1.3.2 Preferential Allotment of Equity Shares & Convertible Warrants

During the year 2017-18, the Company had issued and alloted 10,96,892 equity shares and 3,65,630 warrants, by way of preferential allotment to the promoter Rane Holdings Limited (RHL) for a total cash consideration Rs. 65 crores. The equity shares rank pari passu with existing shares and are also listed on the stock exchanges viz., BSE Limited and National Stock Exchange of India Limited, effective 06 October, 2017 and 09 October 2017, respectively. The warrants are convertible into equivalent equity shares within a period of 18 months from the date of allotment i.e on or before 11 March, 2019. On exercise of the warrants by Rane Holdings Limited, the Company will receive balance amount of Rs. 14.99 crores, towards the warrant execise price. The objects of the preferential issue of equity shares and convertible warrants to RHL was to raise funds for the purpose of meeting the working capital requirements and repayment of debts.

1.4 Appropriation

During the year 2017-18, the board of directors declared an interim dividend at the rate of 45% (i.e., Rs. 4.50 per equity share of Rs. 10/- each, fully paid-up) and the same was paid on 13 February, 2018 to all the eligible shareholders whose name appeared in the register of members of the Company as on 03 February, 2018, being the Record Date fixed for this purpose.

The board of directors of the Company at the meeting held on 30 April, 2018 have considered and recommended a final dividend of 75% (i.e., Rs. 7.50/- per equity share of Rs. 10/- each fully paid-up) for approval of the shareholders at the ensuing 14^th AGM to be held on 25 July, 2018.

The profit available for appropriation is Rs. 59.42 crores. During the year, the Board has declared an interim dividend on the Cumulative Redeemable Preference Shares at the rate of 6.74% per annum for the year 2017-18, on a pro-rata basis up to the date of redemption i.e. 21 September, 2017.

The total final dividend amount on equity shares inclusive of distribution tax and surcharge thereon would be Rs. 10.49 crores. The final dividend, if declared by the shareholders, will be paid on 01 August, 2018 to all the eligible shareholders whose name appears in the register of members of the Company as on 18 July, 2018, being the Record Date fixed for this purpose.

Rs. 27.62 crores has been retained as surplus in the profit and loss account after transferring Rs. 24.64 crores to the general reserves.

1.5 Management Discussion & Analysis

Your Company is engaged in the manufacturing and marketing of auto components for transportation industry viz., steering and suspension systems, linkage products, steering gear products and aluminium alloy based high pressure die-casting products. A detailed analysis on the performance of the industry, the Company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as ‘Annexure A’.

1.6 Consolidated Financial Statements

The consolidated financial statements of the Company are prepared based on the financial statements of the subsidiary companies viz., Rane (Madras) International Holdings B.V, The Netherlands, Wholly Owned Subsidiary (‘RMIH’ / ‘WOS’) and Rane Precision Die Casting Inc., USA, Step Down Subsidiary (‘RPDC’/ ‘SDS’). The Company has followed the methodology prescribed under applicable accounting standard for consolidation of financial statements of the subsidiary companies i.e., each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. On consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average of daily exchange rates prevailing during the year.

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

2. Board of Directors

2.1 Composition

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

During the year, Dr. Tridibesh Mukherjee (DIN : 00004777), Independent Director, in view of his attaining the age of retirement as per policy of the Company, ceased to be a director with effect from the conclusion of the 13^th AGM held on 24 August, 2017. Based on the recommendations of the Nomination and Remuneration Committee and Board of Directors, Mr. M Lakshminarayan (DIN : 00064750) and Ms. Anita Ramachandran (DIN : 00118188) were re-appointed as Independent Directors by the shareholders at the 13^th AGM for a second term. Further, Mr. P.K. Bishnoi (DIN : 00732640) was appointed as Independent Director by the shareholders at the 13^th AGM for a term to hold office upto 23 October, 2021 or conclusion of 17^th AGM, whichever is earlier.

The terms and conditions of appointment of independent directors have been disclosed on the website of the Company and available at http://ranegroup.com/rml_investors/terms-of-appointment-of-independent-directors/

All directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

2.2 Retirement by rotation

At the ensuing 14^th Annual General Meeting (AGM), Mr. L Lakshman, Director (DIN : 00012554), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the 14^th AGM includes the proposal for his re-appointment as director.

2.3 Board Meetings

A calendar of meetings is prepared and circulated in advance to the directors. During the year, six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening period between any two consecutive meetings was less than 120 days.

2.4 Meeting of Independent Directors

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

3. Board and Management

3.1 Board evaluation

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

The criteria for evaluation of board and its committees were founded on the structure, composition, board-management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. The guiding standards for the assessment of performance of directors (including the independent directors) were founded on aspects relating to their group dynamics, competency and commitment to the success of the Company.

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

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

3.2 Familiarisation program for independent directors

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

3.3 Key Managerial Personnel

Mr. S Parthasarathy, Chief Executive Officer (CEO), Ms. J Radha, Vice President-Finance & Chief Financial Officer (CFO) and Ms. S Subha Shree, Secretary, hold the office of Key Managerial Personnel, respectively within the meaning of Section 2(51) of the Companies Act, 2013. During the year there was no change in the Key Managerial Personnel (KMP).

3.4 Remuneration policy

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

Pursuant to approval accorded by the shareholders at the 11^th AGM held on 31 July, 2015, Mr. L Ganesh, Chairman (Non-Executive) has been receiving commission up to 2% of the net profits of the Company for a period commencing from 01 April, 2015. The Nomination and Remuneration Committee at its meeting held on 30 April, 2018 has recommended payment of Rs. 1,23,53,000/- as commission for the financial year 2017-18 to Mr. L Ganesh, Chairman. Based on the recommendations of the NRC, the Board of Directors propose payment of commission of up to 2% of net profits for a further period of three years commencing from 01 April 2018, subject to the approval of the shareholders at the ensuing 14^th AGM 2018 in accordance with Section 197, 198 and other applicable provisions of the Companies Act 2013.

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

4. Audit

4.1 Audit Committee

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

4.2 Statutory Auditors

M/s. Deloitte Haskins & Sells (DHS) were re-appointed as Statutory Auditors at the 13^th Annual General Meeting (AGM) held on 24 August, 2017, for a period of five years i.e., until the conclusion of the ensuing 18^th AGM (2022), subject to ratification by members at every AGM. Subject to notification of the relevant provisions of the Companies (Amendment) Act, 2017, their appointment may have to be ratified by members at every AGM in accordance with Section 139 of the Companies Act, 2013 read with applicable rules made thereunder. In the event of notification of the aforesaid amendment, the requirement for ratification would be infructuous and shall be dispensed with.

The Company has received a letter from DHS consenting to the re-appointment and confirmation to the effect that their appointment, if made, would be within the prescribed limits and that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made thereunder. DHS have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India.

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

The statutory auditors report to the members for the year ended 31 March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

4.3 Cost Audit

Cost audit is not applicable to the Company as per the threshold limits prescribed under Companies (Cost Records and Audit) Rules, 2014. Therefore, the board did not appoint cost auditor to conduct cost audit for the year 2017-18.

4.4 Secretarial Auditors

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

4.5 Internal Auditors

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

5. Directors’ responsibility statement

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

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

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

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

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

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

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

6. Related Party Transactions

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

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

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

7. Corporate Social Responsibility (CSR)

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure E’.

9. Particulars of Directors, Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the Annual Report. Having regard to the provisions of first proviso to sub section (1) of section 136 of the Act, the Annual Report excluding the aforesaid information is sent to the members. The said information is available for inspection by the members at the registered office during business hours on a working day of the Company up to the date of the ensuing Annual General Meeting. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email address and is available on the Company website viz. www.ranegroup.com

10. Corporate Governance Report

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

11. Other disclosures

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

b) The internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

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

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

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

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

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

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

For and on behalf of the board

Chennai

HARISH LAKSHMAN L GANESH

30 April, 2018 Vice Chairman Chairman

DIN : 00012602 DIN : 00012583

---

Mar 31, 2017

The Directors have pleasure in presenting their Thirteenth Annual Report together with the accounts for the year ended March 31, 2017 and other prescribed particulars:

1. State of Company''s affairs

1.1 Financial Performance

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

(Rs. in Crores]

Particulars	2016-17	2015-16
Sales and Operating Revenues	1003.31	860.91
Other Income	1.98	1.58
Profit Before Tax (PBT)	23.67	18.66
Provision for tax :
Current	5.28	4.21
Deferred	0.89	3.11
MAT Credit availed	(1.46]	(2.75]
Profit After Tax (PAT]	18.96	14.09
Surplus brought forward	6.37	6.37
Amount available for appropriation	25.33	20.46

Key performance indicators, operational performance and balance sheet summary are furnished in page nos. 4-5 of this annual report.

The Company recorded a turnover of Rs. 795.49 crores from its steering and linkage products showing an increase of 13 % over previous year. The company achieved a turnover of Rs. 131.40 crores from die casting business recording 38% increase over previous year. The Company also achieved a turnover of Rs. 39.02 crores from its auto parts division . The total turnover of the Company was Rs. 965.91 crores, registering an overall growth of 16% over the previous year.

On a stand-alone basis, the revenue from operations for the financial year 2016-17 was Rs. 1,003.31 crores, which is higher by 17% over the last year (Rs. 860.91 crores].

The profit before tax of the Company was Rs. 23.67 crores, representing 2% of the turnover. Earnings per share for the year 2016-17 was Rs. 17.39 as against Rs. 12.77 in the previous year.

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

There was no change in nature of business during the year. The Company is a subsidiary of Rane Holdings Limited (RHL / Holding company]. The Company does not have any associate or joint venture.

Overseas Subsidiaries

Rane Precision Die Casting Inc. (RPDC) USA, is engaged in the business of manufacturing high pressure aluminium die casting for automotive applications like steering and compressor related die casting components. During the financial year 2016-17, RPDC recorded a turnover of Rs. 205.77 crores from its operations.

This investment is held through Rane (Madras] International Holdings B.V., The Netherlands, a Wholly Owned Subsidiary of the Company (''RMIH'' / ''WOS''], incorporated to hold strategic overseas investments of the Company. The WOS has invested USD 2.97 million into the equity capital of RPDC.

As on March 31, 2017, the Company had issued corporate guarantee to EXIM Bank for USD 8 Million and USD 4.8 Million against the lending of EXIM Bank to RPDC and RMIH respectively.

1.2. Appropriation

During the year 2016-17, the board of directors declared an interim dividend of 20% (i.e., Rs. 2.00 per equity share of Rs. 10/- each, fully paid-up] and the same was paid on February 10, 2017 to all the eligible shareholders whose name appeared in the register of members of the Company as on February 3, 2017, being the Record Date fixed for this purpose. The board of directors of the Company at the meeting held on May 16, 2017 have considered and recommended a final dividend of 40% [i.e., Rs. 4/- per equity share of Rs. 10/- each fully paid-up) for approval of the shareholders at the ensuing 13^th AGM to be held on August 24, 2017.

The profit available for appropriation is Rs. 25.33 crores. The Board of directors has declared an interim dividend on the Cumulative Preference Shares at the rate of 6.74% per annum for the year 2016-17.

The total dividend amount inclusive of distribution tax and cess surcharge thereon would be Rs. 8.27 crores. The final dividend, if declared by the shareholders, will be paid on August 31, 2017 to all the eligible shareholders whose name appears in the register of members of the Company as on August 17, 2017, being the Record Date fixed for this purpose.

1.3. Management Discussion & Analysis

Your Company is engaged in the manufacturing and marketing of auto components for transportation industry viz., steering and suspension systems, linkage products, steering gear products and aluminium alloy based high pressure die-casting products. A detailed analysis on the performance of the industry, the Company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as ''Annexure A''.

1.4 Consolidated Financial Statements

The Consolidated financial statements of the Company are prepared based on the financial statements of the subsidiary companies viz., Rane [Madras) International Holdings B.V, The Netherlands, Wholly Owned Subsidiary [''RMIH'' / ''WOS'') and Rane Precision Die Casting Inc., USA, Step Down Subsidiary [''RPDC''/ ''SDS''). The Company has followed the methodology prescribed under applicable accounting standard for consolidation of financial statements of the subsidiary companies i.e., each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. On consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions.

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

2. Board of Directors

2.1 Composition

The composition of the board of Directors of the Company is furnished in the Corporate Governance Report annexed to this report, as ''Annexure G''.

During the year, Mr. Pradip Kumar Bishnoi [DIN: 00732640), was co-opted to the board as an additional director [in the category of ''non-executive and Independent Director'') with the effect from October 24, 2016, based on the recommendations of Nomination and Remuneration Committee, effective October 24, 2016, till the conclusion of the ensuing Annual General Meeting. The appointment of Mr. P.K. Bishnoy is subject to the approval of shareholders at the ensuing 13^th AGM in the first term, effective from October 24, 2016 till the conclusion of 17^th AGM, whichever is earlier.

Mr. Harish Lakshman [DIN: 00012602) was elected as Vice-Chairman of the company at the meeting of board of directors, held on May 16, 2017, to guide and advice the Company on business and policy matters along with the Chairman.

Dr. Tridibesh Mukherjee [DIN: 00004777) Mr. M Lakshminarayan [DIN: 00064750) and Ms. Anita Ramachandran [DIN: 00118188) Independent Directors, hold the office of Independent Directors upto the conclusion of the ensuing 13^th AGM, pursuant to their appointment in first term, made by the shareholders at the 10^th AGM held on July 31, 2014, for a period of three years.

Dr Tridibesh Mukherjee, Independent Director, in view of his attaining the age of retirement as per policy of the Company in the current financial year, has expressed his intention not to seek re-election at the ensuing 13^th AGM. The board places on record its appreciation for his valuable contributions to the organization during his tenure.

Based on the performance evaluation, the Nomination and Remuneration Committee at its meeting held on May 16, 2017, recommended to the board the re-appointment of Mr M Lakshminarayan and Ms Anita Ramachandran as Independent Directors, in the second term, for a period of 5 years viz., from the conclusion of the ensuing 13^th AGM till the conclusion of 18^th AGM or August 23, 2022, whichever is earlier. The notice convening the 13^th AGM contains necessary resolution for their re-appointment for a second term by way of special resolution.

The terms and conditions of appointment of independent directors have been disclosed on the website of the Company and available at http:// ranegroup.com/pdf/investors/rml/rmltermsid.pdf.

All directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149[6) of the Companies Act 2013 [Act) and SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR).

2.2 Retirement by rotation

At the ensuing 13^th Annual General Meeting [AGM), Mr.Harish Lakshman, Director [DIN 00012602), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the 13^th AGM includes the proposal for his re-appointment as director.

2.3 Board Meetings

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

2.4 Meeting of Independent Directors

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

3. Board and Management

3.1 Board evaluation

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

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

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

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

3.2 Familiarization program for independent directors

The familiarization program for independent directors and details of familiarization programmes to independent directors are available at http://ranegroup.com/ranemadras/rmlinvestors.html

3.3 Key Managerial Personnel

Mr. S Parthasarathy, Chief Executive Officer (CEO), Ms J Radha, Chief Financial Officer (CFO) and Ms. S Subha Shree, Secretary, hold the office of Key Managerial Personnel, respectively within the meaning of Section 2(51) of the Companies Act, 2013.

During the year there was no change in the Key Managerial Personnel (KMP)

3.4 Remuneration policy

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

4. Audit

4.1 Audit Committee

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

4.2 Statutory Auditors

M/s. Deloitte Haskins & Sells (DHS) were appointed as Statutory Auditors at the tenth Annual General Meeting (AGM) held on July 31, 2014, for a period of three years i.e., until the conclusion of the ensuing 13^th AGM, subject to ratification by members at every AGM.

Pursuant to the provisions of Section 139, 141 read with Companies (Audit and Auditors) Rules, 2014 and any other applicable provisions of the Act, including rules made there under, the Audit Committee at its meeting held on May 16, 2017 has reviewed the proposal to re-appoint DHS as Statutory Auditors of the Company for a second term of five consecutive years commencing from the conclusion of 13^th AGM 2017 until the conclusion of 18^th AGM (2022) and recommended the same to the board for proposing it to the shareholders at the ensuing 13^th AGM.

The Company has received a letter from DHS consenting to the reappointment and confirmation to the effect that their appointment, if made, would be within the prescribed limits and that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made there under. DHS have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. The notice of the ensuing 13^th AGM contains necessary resolution in this regard. Members may consider appointing DHS as Statutory Auditors of the Company as per the provisions of the Companies Act, 2013 till the conclusion of the 18^th AGM [2022).

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

The statutory auditor''s report(s) to the members for the year ended March 31, 2017 does not contain any qualification, reservation, adverse remark or disclaimer.

4.3 Cost Audit

Cost audit is not applicable to the Company as per the threshold limits prescribed under Companies (Cost Records and Audit) Rules, 2014. Therefore, the board did not appoint cost auditor to conduct cost audit for the year 2016-17.

4.4 Secretarial Auditors

The Company has appointed M/s. S Krishnamurthy & Co., a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2016 17 is annexed herewith as ‘Annexure C''. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

4.5 Internal Auditors

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

5. Directors'' responsibility statement

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

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

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

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

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

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

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

6. Related Party Transactions

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

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

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

7. Corporate Social Responsibility (CSR)

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

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh, Director and Ms. Anita Ramachandran, an independent director, as its members. The Annual Report on CSR activities carried out during the year 2016-17 is annexed as ''Annexure D''. The CSR policy of the Company is available in the Company''s website (http://ranegroup.com/pdf/policies/rmlcsr.pdf)

8. Fixed Deposits

The Company had discontinued accepting or renewing the fixed deposits with effect from April 1, 2014 and has not accepted deposits falling within the ambit of Chapter V, Section 73 of the Companies Act, 2013. Pursuant to the order of Company Law board (CLB) dated September 16, 2015 , the company has repaid all the outstanding deposits and interest thereon during the year and there are no outstanding deposits / interest, as on March 31, 2017. The Company has not defaulted in repayment of any fixed deposits or any interest thereon.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies [Accounts) Rules, 2014 is annexed herewith as ‘Annexure E''.

10. Particulars of Directors, Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the Annual Report is annexed herewith as ‘Annexure F''.

11. Corporate Governance Report

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

12. Other disclosures

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

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

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

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

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

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

For and on behalf of the Board

Chennai Harish Lakshman L Ganesh

May 16, 2017 Vice-Chairman Chairman

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Eleventh Annual Report together with the accounts for the year ended March 31,2015.

1. State of Company's affairs

1.1 Financial Performance

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

(Rs. crores)

Particulars 2014-15 2013-14

Sales and operating revenues 778.88 726.60

other income 1.09 0.91

profit Before tax (pbT) 16.84 19.68

Provision for tax :

current 3.50 4.15

Deferred 4.40 2.90

Mat credit availed (3.50) (4.15)

profit after tax (pat) 12.44 16.78

Surplus brought forward 61.39 53.70

Amount available for appropriation 73.20 70.48

Key performance indicators, operational performance and balance sheet summary are furnished in page No 4 of this annual report.

The company recorded a turnover of Rs. 646.86 crores from its steering and linkage products showing a marginal increase of 2 % over previous year. The company achieved a turnover of Rs. 95.48 crores from die casting business showing an increase of 31% over previous year. The company also achieved a turnover of Rs. 12.98 crores from its auto parts division, which was formed during the current financial year. The total turnover of the company was Rs. 755.32 crores, registering an overall growth of 6% over the previous year.

The company also incurred an exceptional expenditure of Rs. 3.24 crores towards voluntary retirement scheme. The company earned a pBT of Rs. 16.84 crores representing 2% of the turnover. earnings per share for the year 2014- 15 was Rs. 11.20 as against Rs. 15.35 in the previous year.

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

There was no change in nature of business during the year. The company is a subsidiary company of Rane Holdings Limited (RHL / holding company). The company does not have any subsidiary, associate or joint venture. During the year, Rane engine valve limited (REvL), a fellow subsidiary of the company, amalgamated into itself, Kar mobiles limited (KML) an associate company of the holding company.

1.2. Appropriation

out of the profit available for appropriation of Rs. 73.20 crores, the directors have recommended a dividend of 45%. The total equity and preference dividend amount inclusive of distribution tax and surcharge thereon would be Rs. 6.37 crores. After transfer of Rs. 60.46 crores to the general reserve, Rs. 6.37 crores has been retained as surplus in the profit and Loss Account.

1.3. Management Discussion & Analysis

Your company is engaged in the manufacturing and marketing of auto components for transportation industry viz., steering and suspension systems, linkage products, steering gear products and aluminium alloy based high pressure die-casting products. A detailed analysis on the performance of the industry, the company, internal control systems, risk management policy are enumerated in the management Discussion and Analysis report forming part of this report and annexed as Annexure 'A'.

2. Board of Directors

2.1 Composition

The composition of the Board of Directors of the company is furnished in the corporate Governance Report annexed to this report.

The company has issued a letter of appointment to all independent directors and the terms and conditions of their appointment have been disclosed on the website of the company and available at http://rane.co.in/pdf/ investors/rml/rmltermsid.pdf in terms of Section 149 of the companies Act, 2013 (Act), all the independent Directors were appointed by the shareholders at the 10th Annual General Meeting held on July 31, 2014, for a period of three years to hold office from the conclusion of the 10th AGM till the conclusion of 13th AGM. All the independent directors have affirmed that they satisfy the criteria laid down under section 149 of the companies Act 2013 and clause 49 of the listing agreement.

2.2 Retirement by rotation

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

2.3 Board Meetings

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

2.4 Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held. All the independent Directors were present at this meeting. In the said meeting, the independent Directors discussed the quality, quantity and timeliness of flow of information between the management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties.

3. Board and Management

3.1 Board evaluation

pursuant to the provisions of the companies Act, 2013 and clause 49 of the listing agreement, the annual evaluation of the Board, its committees and directors individually is carried out as per the criteria laid down by the Nomination and Remuneration committee. the evaluation of Board and its committees are founded on the structure, composition, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. the guiding standards for the assessment of performance of directors (including the independent directors) are their attendance and participation at board meetings, sharing of their relevant domain expertise, networking in other forums, their strategic inputs and demonstration towards governance compliances.

For evaluation of performance of the chairman additional aspects like institutional image building, providing guidance on strategy and performance, maintaining an effective and healthy relationship between the Board and the management are taken into consideration. the evaluation methodology is comprehensive and commensurate with the size of the Board and the company.

3.2 Familiarisation program for independent directors the company has framed a familiarization program for independent directors which has been put up on the website and available at http://rane.co.in/ranemadras/ rmlinvestors.html

3.3 Key Managerial Personnel

Mr S parthasarathy, chief Executive officer (cEo) within the meaning of Section 2(18) of the companies Act, 2013 and Ms S Subha Shree, Secretary, hold the office of Key managerial personnel, respectively.

Mr p Krishnamoorthy, chief Financial officer (cFo) resigned from the services effective January 30, 2015. Based on the recommendations of Nomination and Remuneration committee, the Board of directors at its meeting held on May 21, 2015 has approved the appointment of Ms J. Radha, as cFo.

3.4 Remuneration policy

the policy on appointment, remuneration and evaluation criteria for Directors and Senior Management is per the recommendations of the Nomination and Remuneration committee of the Board. the company recognizes that compensation is a strategic lever in the achievement of vision and goals. the compensation philosophy is designed to attract, motivate, and retain talented employees who drive the company's success and it aims at aligning compensation to goals of the company, performance of the individual, internal equity, market trends and industry practices, legal requirements and appropriate governance standards.

The remuneration to Directors, Key Managerial personnel and Senior Management personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals. the Nomination and Remuneration committee recommends the remuneration of Directors and Senior Management as a group, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary.

4. Audit

4.1 Audit Committee

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

4.2 Statutory Auditors

The Auditors, M/s Deloitte Haskins & Sells (DHS) were appoint as Statutory auditors at the last (tenth) annual General meeting (AGM) held on July 31, 2014, for a period of three years i.e, until the conclusion of the thirteenth AGM. their appointment is howerver, subject to ratification by members at every AGM.

The company has received letter from DHS consenting for the re-appointment and confirmation to the effect that their appointment, would be within the limits and that they do not suffer from any disqualification specified in section 141 of the companies act, 2013 and the rules made thereunder. DHS has submitted the peer review certificate issued to them by the institute of chartered accountants of india.

The report issued by the auditors to the members for the year ended march 31, 2015 does not contain any qualification, reservation, adverse remark or disclaimer.

4.3 Cost Auditors

pursuant to section 148 of the companies act, 2013 and subject to notification of rules thereunder, the board of directors on the recommendation of the audit committee appointed M/s. Jayaram & associates, cost accountants, as the cost auditors of the company for the financial year 2014-15. However, as per companies (cost records and audit) Rules, 2014 notified by Ministry of corporate affairs, cost audit is not applicable to the company by virtue of its turnover being less than the prescribed limits. therefore, the Board did not proceed with the appointment of cost auditor and cost audit for the year 2014-15.

4.4 Secretarial Auditors

pursuant to the provisions of Section 204 of the companies act, 2013 and the companies (appointment and remuneration of Managerial personnel) rules, 2014, the company has appointed M/s. S Krishnamurthy & co., a firm of company Secretaries in practice, to undertake the Secretarial audit of the company. the report on the Secretarial audit carried out for the year 2014-15 is annexed herewith as Annexure 'B'. the Secretarial audit report does not contain any qualification reservation, adverse remark or disclaimer.

4.5 Internal Auditors

the company continues to engage M/s capri assurance and advisory Servicies, a firm of independent service professionals, as internal auditors of the company. their scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. internal auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of audit committee on a regular basis to improve efficiency in operations.

5. Directors' responsibility statement

in terms of Section 134 (3)(c) read with section 134(5) of the companies act, 2013, the directors, to the best of their knowledge and belief and according to the information and explanations obtained by them confirm that they had:

i. followed the applicable accounting standards in the preparation of the financial statements for the financial year 2014-15 and there are no material departures;

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

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

iv. prepared the financial statements for the financial year on a 'going concern' basis;

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

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

6. Related Party Transactions

An related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. there are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit committee as also the Board for approval. Prior omnibus approval of the audit committee is obtained for transactions, which are foreseen and repetitive in nature. the transactions entered into pursuant to the omnibus approval are reviewed by the audit committe on a quarterly basis.

the company has put in place proper system for identification and monitoring of such transactions. the policy on related party transactions as approved by the Board is uploaded on the company's website viz. www.rane.co.in/pdf/policies/rmlrpt.pdf. None of the Directors or Key Managerial personnel or Senior Management personal has any material financial or commercial transaction where they have personal interest, that may have potential conflict with interest of the company at large.

7. Corporate Social Responsibility (CSR)

The vision on Corporate Social Responsibility (CSR) is, "To be a socially and environmentally responsive organization committed to improve quality of life within and outside". the cSR activities of Rane group focus on four specific areas of (a) Education; (b) Healthcare; (c) community developement and (d) environment.

the cSR activities undertaken by the company are in line with the cSR policy and recommendations of the cSR committee comprising of Mr L Lakshman, committee chairman, mr L Ganesh, Director and Ms Anita Ramachandran, an independent director as its members. the annual Report on cSR activities carried out during the year 2014-15 is annexed as Annexure 'C'.

8. Fixed Deposits

the outstanding fixed deposit amount as at the year ended march 31, 2015 was Rs.4.66 crores. An deposits that matured during the year were repaid. the company has not defaulted in repayment of any fixed deposits or any interest thereon. Despite efforts to identify and repay unclaimed matured deposits, a sum of Rs.0.01 crores remains unclaimed as on march 31,2015.

the company had discontinued accepting or renewing the fixed deposits with effect from april 1, 2014 and has not accepted deposits falling within the ambit of chapter v, Section 73 of the companies act, 2013.

the Board was of the view that the premature and compulsory repayment of the fixed deposits prior to the date of maturity would cause inconvenience to the depositors. AIso considering the age profile of our depositors that include many senior citizens, the Board felt that compulsory premature repayment of their deposits would abruptly result in the loss of regular interest payments to these depositors. Keeping the interests of the deposit-holders in mind, in terms of Section 74 (2) the company has filed an application before company Law Board (cLB), to repay the deposits on their respective maturity dates in accordance with the terms of acceptance of such deposits. approval of cLB is awaited.

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

the information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the companies act,

2013 read with Rule 8 of the companies (accounts) Rules, 2014 is annexed herewith as Annexure 'D'.

10. Particulars of Directors, Key Managerial Personal and employees

the information required pursuant to Section 197 read with Rule 5 of the companies (appointment and Remuneration of managerial personnel) Rules, 2014 in respect of Directors, Key managerial personal (KMp) and employees of the company are provided in the annual Report. Having regard to the provisions of first proviso to sub-section (1) of Section 136 of the act, the annual Report excluding the aforesaid information is sent to the members. the said information is available for inspection by the members at the registered office during business hours on a working day of the company up to the date of the ensuing annual General meeting. the full annual report including the aforesaid information is being sent electronically to all those members who have registered their e-mail address and is available on the company website URL: www.rane.co.in/ranemadras/ranemadrasinvestors.html/

11. Corporate governance Report

Your company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. Detailed report on the compliance and a certificate by the statutory auditors forms part of this report as Annexure 'E'.

12. Other disclosures

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

b) the internal control systems and adequacy are discussed in detail in the management Discussion and analysis annexed to the Directors Report.

c) there was no significant material order passed by the Regulators / courts which would impact the going concern status of the company and its future operations.

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

e) the company has established a formal vigil mechanism named 'Rane whistle Blower policy' for reporting improper or unethical practices or actions which are violative of the code of conduct of the company. there was no instance reported during the year under review through this mechanism.

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

For and on behalf of the board

Chennai HARISH LAKSHMAN L GANESH May 21,2015 Director Chairman

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Mar 31, 2013

The Directors have pleasure in presenting their ninth Annual Report together with the accounts for the year ended March 31,2013.

1. Financial Performance

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

(Rs. crores)

Particulars 2012-13 2011-12 Sales and Operating Revenues 639.87 670.75

Other Income 1.49 2.36

Profit Before Tax 30.06 37.17

Provision for tax :

Current 6.05 7.65

Deferred 1-27 2.12

MAT Credit availed (0-68)

Profit After Tax 23.42 27.40

Surplus brought forward 40.93 27.49

Amount available for appropriation 64.35 54.89

The drop in market demand resulted in reduced sales and operating revenues at Rs.639.87 crores compared to Rs.670.75 crores in the previous year, representing negative growth of 4.60%. This coupled with escalation in certain committed costs has adversely affected the Profit Before Tax (PBT) at Rs.30.06 crores as against previous year of Rs.37.17 crores. The earnings per share for the year 2012-13 was lower at Rs.23.04 as against Rs.26.95 during the year 2011-12.

2. Appropriation

Out of the profit available for appropriation of Rs. 64.35 crores, the directors have declared and paid an interim dividend of 20% on the equity capital of the Company for the year ended March 31, 2013. Further, the directors have recommended a final dividend of 50%, making total dividend as 70% for the year. The total dividend amount inclusive of distribution tax and surcharge thereon would be Rs. 8.30 crores. After transfer of Rs. 2.35 crores to the General Reserve, Rs.53.70 crores has been retained as surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

Your Company is engaged in the manufacturing and marketing of components for transportation industry. A detailed analysis on the performance of the industry and the Company are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as Annexure A''.

4. Fixed Deposits

The outstanding fixed deposit amount as at the year ended March 31, 2013 was Rs.6.11 crores. The deposits that matured during the year were repaid / renewed excepting a sum of Rs.0.02 Crores for which claims are yet to be lodged with the Company.

5. Board of Directors

At the ensuing Annual General Meeting (AGM), Mr. L Lakshman and Mr. Harish Lakshman retire by rotation and being eligible, offer themselves for re-appointment. The notice convening the AGM includes the proposal for their re-appointment as directors.

Mrs. Anita Ramachandran was co-opted to the Board during the year and would hold office up to the ensuing AGM of the Company. The Company has received notice from a shareholder signifying the intention to propose the appointment of Mrs. Anita Ramachandran as director of the Company, at the AGM.

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

6. Conservation of energy

In the light of shortage of power in the states where the Company''s plants are located, the initiatives to conserve energy has become very important. The Company has enhanced its efforts to identify more energy efficient machines optimizing the power usage. Energy audits and efforts in reducing wasteful consumption of energy have been enhanced giving the company considerable benefit in the unit consumption of power for the products manufactured.

7. Research and Development Activities

The details of disclosure of particulars with respect to Research & Development, technology absorption, adaptation and innovation, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in Form B are furnished in Annexure''B''.

8. Foreign Exchange earnings and outgo

The foreign exchange earnings during 2012-13 was Rs.95.02 crores against foreign exchange expenditure of Rs.3.52 crores. The Company continued to remain a substantial net foreign exchange earner with theforeign exchange earnings being 26 times higher than the expenditure.

9. Employees

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

10. Auditors

Statutory Auditors

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

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

Cost Auditors

In terms of the Companies (Cost Accounting Records) Rules, 2011, the Cost Compliance Report for the financial year 2011-12 was filed with The Ministry of Corporate Affairs (MCA) on February 18,2013 which is well within the extended due date of February 28,2013.

Pursuant to the Cost Audit Orders issued by the MCA under Section 233B of the Companies Act, 1956, the Board has appointed M/s. Jayaram & Associates, Cost Accountants, Chennai to carry out the cost audit of the Company for the financial year 2012-13. The Company would be filing the Cost Audit Report for the financial year ended March 31,2013 before the due date viz. September 30,2013 or such other date extended by the MCA.

The Company has received a letter from M/s. Jayaram & Associates, to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Based on the recommendation of the Audit Committee, the Board has re-appointed M/s. Jayaram & Associates, as cost auditors for the financial year 2013-14.

11. Director''s Responsibility Statement

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

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

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

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

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

12. Corporate Social Responsibility

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

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

- Contributed funds towards establishment of Polytechnic College at Trichy by Rane Foundation by way of donation and interest- free loans.

- Contributed to community development programs for elderly citizens and orphanages by sponsoring for their food, medical and other expenses.

- Organized Health & Education camps including Blood Donation camps, Polio Camps and Mid- Day meals for school children.

- Organized environmental improvement activities by undertaking renovation of temples, public toilets and planting of trees.

13. Corporate Governance Report

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

For and on behalf of the Board

L GANESH

Chairman

Chennai HARISH LAKSHMAN

May 22,2013 Director

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Mar 31, 2012

The Directors have pleasure in presenting their eighth Annual Report together with the accounts for the year ended March 31, 2012.

1. Financial Performance

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

(Rs. Crores)

Particulars 2011-12 2010-11

Sales and Operating Revenues 669.29 583.98

Other Income 3.82 1.48

Profit Before Tax 37.17 30.83 Provision for tax :

Current 7.65 7.44

Deferred 2.12 (1.18)

Profit After Tax 27.40 24.57

Surplus brought forward 27.49 13.65

Amount available for appropriation 54.89 38.22

During the year, the Sales and Operating Revenues grew by 14.60% over the previous year. The Profit Before Taximprovedby20.56%overthe previous year. Earnings per share for the year 2011-12 was higher at Rs. 26.95 as against Rs.24.18 in the previous year.

2. Appropriation

Profit available for appropriation is Rs. 54.89 crores. The directors have declared and paid an interim dividend of 55% on the equity capital of the Company for the year ended March 31, 2012 and have recommended a further 40% as final dividend, making for a total dividend of 95% for the year. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs. 11.22 crores leaving the company with retained profits of Rs. 43.67 crores. Out of this, Rs. 2.74 crores is being transferred to the General Reserve and Rs. 40.93 crores being retained as Surplus in the Profit and Loss Account.

3. Management Discussion & Analysis

Your company is engaged in the manufacturing and marketing of auto components for transportation industry. A detailed analysis of the automotive industry, your Company's performance etc. are discussed in the report on 'Management Discussion and Analysis' which forms part of this report and annexed as Annexure A'.

4. Fixed Deposits

The deposits outstanding as on March 31, 2012 amounted to Rs. 10.77 crores. All deposits that matured during the year were repaid / renewed except for a sum of Rs.0.02 crores for which claims have not been lodged with your Company.

5. Board of Directors

Mr. M Lakshminarayan and Mr. T Mukherjee retire by rotation and being eligible, offer themselves for re-appointment. The notice convening the ensuing Annual General Meeting includes the proposal for their re-appointment as directors.

6. Conservation of energy

Your Company has been taking several initiatives to conserve energy. As an on-going process, energy audits have been conducted across the various Plants. Significant efforts continue in elimination of wasteful consumption of energy. Apart from this, a process of defining energy efficient machines has been initiated and progressively all machines are being converted to energy efficient machines, by optimizing the machine usage. Arising out of the above efforts, unit consumption of power for producing the products are coming down year by year.

7. Research & Development Activities

The details of disclosure of particulars with respect to Research & Development, technology absorption, adaptation and innovation, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in Form B are furnished in Annexure 'B'.

8. Foreign Exchange earnings and outgo

The foreign exchange earned during 2011-12 was Rs. 74.64 crores against foreign exchange outgo of Rs. 25.71 crores. Your Company continued to remain a substantial net foreign exchange earner with the foreign exchange earned being 2.9 times higher than the outgo.

9. Foreign Currency Loans

Statutory Auditor's observation on accounting treatment in respect of External Commercial Borrowings (ECB) and associated swap contracts.

The auditors' have in their report drawn attention to the accounting treatment in respect of ECB and associated swap contracts. This subject matter has been fully explained in Note 2 in the financial statements. Your directors are of the view that the accounting treatment in this respect during the year and in the earlier years as well is in accordance with the substance of the transaction and as required by Accounting Standard -1 issued by The Institute of Chartered Accountants of India (ICAI) and notified by the Companies (Accounting Standards) Rules, 2006.

This accounting treatment has been consistently followed in the audited accounts in all the earlier years when the arrangements where entered into. There has been no change to the notified standards during the year which results in the treatment consistently followed by the Company being non compliant with the accounting standards or to be reviewed by the Company.

10. Employees

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

11. Auditors

M/s. Price Waterhouse & Co., (PWC) Chartered Accountants, Chennai, the auditors of the Company retire at the ensuing Annual General Meeting and have expressed that they are not seeking re-appointment. Your directors wish to place on record their appreciation for the services rendered by PWC during their association with the Company as Statutory Auditors since 2005.

Special notice has been received from a member signifying the intention to propose the appointment of M/s. Deloitte Haskins & Sells (DHS), Chartered Accountants as Statutory Auditors in the place of the retiring auditors. The Company has received letter from DHS to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. DHS has submitted the Peer Review Certificate issued to them by ICAI.

The notice of the ensuing Annual General Meeting contains necessary resolution in this regard. Your directors recommend the appointment of DHS as Statutory Auditors.

12. Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act 1956, the directors hereby confirm that they have:

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

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

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

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

13. Corporate Social Responsibility

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

- Contributed funds towards establishment of Polytechnic College at Trichy by Rane Foundation by way of donation and interest free loans.

- Contributed to Community Development programs for elderly citizens and orphanages.

- Organized Health & Education camps for school children.

- Organized environmental improvement activities by planting trees at Mysore.

14. Corporate Governance Report

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

For and on behalf of the Board

L GANESH

Chairman

Chennai HARISH LAKSHMAN

May 22, 2012 Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their seventh annual report together with the accounts for the year ended March 31,2011.

1. Financial Performance

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

(Rs. Million)

2010-11 2009-10

Sales and Operating Revenues 5,839.87 4,196.55

Other Income 10.79 10.21

Profit before tax 308.37 200.41

Provision for tax:

Current 74.43 60.70

Deferred (11.83) 1.59

Profit after tax 245.77 138.12

Surplus brought forward 136.48 75.50

Amount available for appropriation 382.25 213.62

2. Appropriation

Profit available for appropriation is Rs.382.25 million. The Directors have declared and paid interim dividend of 45% on the equity capital of the company for the year ended March 31, 2011 and are pleased to recommend a further 25% as final dividend, making for a total dividend of 70% for the year. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.82.89 million leaving the company with retained profits of Rs.299.36 million. Out of this, Rs. 24.58 million is being transferred to the General Reserve and Rs.274.78 million being retained as surplus in the Profit and Loss Account.

4. Deposits

The deposits outstanding as on March 31, 2011 amounted to Rs. 123.30 million. All deposits that matured during the year were repaid / renewed.

5. Board of Directors

Mr. L Lakshman and Mr. P S Kumar retire by rotation and being eligible, offer themselves for reappointment.

6. Conservation of energy

Your company has been taking several initiatives to conserve energy. Some of the key initiatives are auto switching of machines, increased usage of Variable Frequency Drives (VFD), downsizing of the motors where possible, re-designing the machines to lean concept to name a few. As an ongoing process, recommendations arising out of energy audits continue to be implemented. The high levels of Employee involvement in conserving electricity by identifying redundant power usage and by switching off power whenever not in use is continuing to contribute to the effective management of power. Focused efforts are also taken to upgrade the design of the old machines facilitating efficiency of power usage.

7. Research & Development Activities

The details of disclosure of particulars with respect to Research & Development, technology absorption, adaptation and innovation, as required under the Companies Act (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in Form B are furnished in Annexure A'.

8. Foreign Exchange earnings and outgo

The strategic initiatives taken to increase export business in terms of Customers, Product and Geographical location by identifying new business has helped the Company to achieve significant increase in exports.

The foreign exchange earned during 2010-11 is Rs.890.05 million and foreign exchange outgo was Rs.199.52 million. Your company continued to remain a substantial net foreign exchange earner.

9. Employees

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

10. Auditors

M/s Price Waterhouse & Co., Chartered Accountants, Chennai, the auditors of the Company retire at the ensuing Annual General Meeting and is eligible for re-appointment.The declaration under Section 224(1B) of the Companies Act, 1956 has been received from them.

11. Directors' Responsibility Statement

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

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

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

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

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

12. Corporate Social Responsibility

The vision on Corporate Social Responsibility (CSR) is, "To be a socially and environmentally responsible corporate citizen". CSR activities of Rane Group are channelized through Rane Foundation, a public charitable and educational trust, in the social and environmental spectrum.

The specific CSR initiatives taken by your Company are as follows:

- Contributed funds towards establishment of Polytechnic College by Rane foundation.

- Contributed to community development Programs for elderly citizens and orphanages.

- Organized Health & Education camps for School children.

- Organized environmental improvement activities by planting trees at Mysore.

13. Corporate Governance Report

A detailed report on Corporate Governance is attached in Annexure C.

For and on behalf of the Board L GANESH Chairman

L LAKSHMAN Director

Chennai May 20,2011

---

Mar 31, 2010

The Directors have pleasure in presenting their sixth annual report together with the accounts for the year ended March 31, 2010.

1. Financial Performance

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

(Rs. Million) 2009-10 2008-09

Sales and Operating Revenues 4,196.55 3,524.61

Other Income 11.13 6.97

Profit before tax 200.41 12.01 Provision for tax:

Current 60.70 4.40

Deferred 1.59 0.29

Fringe Benefits Tax - 3.70

Profit after tax 138.12 3.62

Surplus brought forward 75.50 71.88

Amount available for appropriation 213.62 75.50

2. Appropriation

Profit available for appropriation is Rs.213.62 million. The Directors have declared and paid interim dividend of 25% on the equity capital of the company for the year ended March 31, 2010 and are please to recommend a further 20% as final dividend, making for a total dividend of 45% for the year. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.53.51 million leaving the company with retained profits of Rs.160.11 million. Out of this, Rs. 23.63 million is being transferred to the General Reserve and Rs. 136.48 million being retained as surplus in the Profit and Loss Account.

3. Management Discussion and Analysis

a) Industry Structure and Developments Growth in %

Segments 2009-10 2008-09

Passenger Cars 28 5

Utility Vehicles 24 -11

Small Commercial Vehicles (One 8 12 Ton & below)

Light Commercial Vehicles 77 -24

Medium and Heavy Commercial

Vehicles 30 -35

Three Wheelers 25 -1

Two Wheelers 25 4

Farm Tractors 27 -7

Source: Society of Indian Automobile Manufacturers.

The domestic market continues its strong recovery which started in January 2009. Heavy and Light Commercial Vehicle segments recovered strongly in the second half of the year. The Passenger Cars continued to do extremely well and had a record year. The Farm Tractors achieved its highest ever production in the current financial year.

The aftermarket continued to be very robust during the year.

For Exports the year was difficult due to the effects of slowdown in the US and European markets. Besides lower consumption, there were inventory corrections by customers. There were some signs of improvement from December 2009.

b) Operational and Financial Performance

Sales and Operating Revenue grew by 19.22% compared to 0.92% in the previous year. This was lead by a very strong growth of 31 % in OEM and Aftermarket. Your Company continued to export its products during the year. While the domestic market revived in 2009-10, this was not the case with global market which resulted in negative growth in exports by 13% when compared with the previous year.

The PBT for the year under review was Rs.200.4 Million against Rs. 12.01 Million in the previous year. This was achieved not only due to a robust growth in sales but also effective cost reduction initiatives and a reasonable stable raw material cost. Compared to the previous year the foreign exchange volatility was also far less which helped the performance.

c) Outlook

Domestic market is expected to continue its strong growth. Passenger Car and Two wheelers are expected to register significant growth with new products launches. Light and Heavy commercial vehicles and tractors are expected to continue its growth momentum although at a lower rate. The Aftermarket demand continues to be strong.

Export market, which has also shown positive signs, is likely to improve further in the current year and your company is well placed to further grow in this segment.

Prices of commodities like steel and oil have started hardening but the general expectation is that the increases will be moderate.

The recent trend of strengthening of the Indian currency is causing concern. The continuance of subsidised exports from China and the maintenance of artificial peg on their currency could adversely affect Indian exports in the medium term.

Your Company will continue to focus on improving productivity and quality besides cost reduction initiatives to sustain the improved performance.

d) Opportunities, Threats and Risk

India has averted the effects of the global slump and continues to grow at a healthy 7-8%. More and more multinational companies are now targeting India as the hub for manufacturing and exporting. Many global Automobile manufacturers have set up bases in India and are actively pursuing sourcing from here. This provides good opportunity to component manufacturers for accelerated growth.

The main threats are as follows -

- Dumping from China and cheaper imports from other low cost countries.

- Strengthening of Rupee affecting exports.

- More competition since there are no growth opportunities for multinational companies elsewhere.

e) Internal Control Systems and Risk Management

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

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

f) Human Resource Development and Industrial Relations

Your Company attaches significant importance to Human Resource Development (HRD) and harmonious industrial relations. The management is continuously working on the development of human capital which is very vital for achieving the goals and realizing the Vision of the Company in an ever-changing and challenging business environment. "Rane Institute for Employee Development" is a group resource that imparts training for enhancing leadership and managerial skills. On an average each employee across all segments and divisions is trained for 4.67 days.

Total Employee Involvement is a key element of Total Quality Management (TQM) that enables continuous improvement to all business processes. The Company conducts regular Employee Opinion Surveys, the outcome of which is shared with the employees, deliberated and acted upon. Specific HR initiatives are rolled out to enhance employee engagement. New strategies like multi skilling, competency enhancement programs and enhancing managerial depth are being progressively implemented to optimise employee costs and improve productivity.

As at the end of March 31, 2010, the total number of employees stood at 927.

g) Cautionary Statement

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

4. Deposits

The deposits outstanding as on March 31, 2010 amounted to Rs. 121.03 million. All deposits that matured during the year were repaid / renewed.

5. Board of Directors

Mr. Harish Lakshman and Mr. V Narayanan retire by rotation and being eligible, offer themselves for reappointment.

Mr. T Mukherjee was co-opted to the Board during the year and would hold office till the date of the ensuing Annual General Meeting. Notice has been received from a shareholder signifying the intention to propose the appointment of Mr. T Mukherjee as Director of the Company at the ensuing Annual General Meeting.

During the year, Mr. R Natarajan resigned as director from the company. The Board places on record its appreciation for the services rendered by Mr. R Natarajan during his tenure of office with the Company.

6. Conservation of energy

Your Company has, by sustaining high power factor, reduced consumption. Special energy conservation activities like introduction of Variable Frequency Drives in conventional machines, introduction of rotary compressors in place of reciprocating compressors were introduced. As an ongoing process recommendations arising out of energy audits are being implemented. Employee involvement in conserving electricity both in shop floors and offices by switching off power whenever not in use also contributed to reduction in consumption of power.

7. Research & Development Activities

The details of disclosure of particulars with respect to Research & Development, technology absorption, adaptation and innovation, as required under the Companies Act (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in Form B are furnished in Annexure A.

8. Foreign Exchange earnings and outgo

Company has strategically initiated activities to increase its export business in terms of Customers, Product and Geographical location by identifying new business.

Foreign exchange earned during 2009-10 is Rs.603.13 million and foreign exchange outgo was Rs.154.20 million. Your company continued to remain a substantial net foreign exchange earner.

9. Employees

The particulars of employees, as per section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, are given in Annexure B, which forms part of this report.

10. Auditors

M/s Price Waterhouse & Co., Chartered Accountants, Chennai, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The declaration under Section 224(1 B) of the Companies Act, 1956 has been received from them.

11. Directors’ Responsibility Statement

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

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

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

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

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

12. Corporate Social Responsibility

The corporate social responsibility initiatives taken by your Company are as follows:

. Contributed funds towards establishment of Polytechnic College by Rane foundation.

. Organised blood donation camp twice a year and received Certificate of Appreciation from Madras Voluntary Bureau for the year 2008 - 2009.

. Contributed funds towards orphanages and old age homes, flood victims of Kamataka.

. Distributed pamphlets to public on evils of tobacco, awareness of H1N1 and Safety precautions on the eve of Diwali.

. Conducted AIDS Awareness campaign in association with NGO.

13. Corporate Governance Report

A detailed report on and Corporate Governance is attached in Annexure C.

For and on behalf of the Board L GANESH Chairman

Chennai L LAKSHMAN May 20, 2010 Director