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Directors Report of Rane Holdings Ltd.

Mar 31, 2016

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

1. Financial Performance

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

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

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

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

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

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

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

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

for Rane Group
Companies
Joint Venture
Companies *

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

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

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

Associate companies

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

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

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

(Rs, Crores)

Particulars 2015-16 2014-15

Income 75.85 59.94

Profit before tax 42.90 32.68

Provision for tax 7.25 6.76

Profit after tax 35.65 25.92

Surplus brought forward 12.88 82.44

Amount available
for appropriation 32.72 108.36


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

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

There was no material change or commitment, affecting the

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

2. Appropriation

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

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

3. Management Discussion & Analysis

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


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

4. Consolidated financial statements

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

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

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

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

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

5. Board of directors

5.1 Composition

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

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

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

5.2 Retirement by rotation

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

5.3 Board meetings

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

5.4 Meeting of Independent Directors

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

6. Board and management

6.1 Board evaluation

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

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

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

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

6.2 Familiarization program for independent directors

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

6.3 Key Managerial Personnel

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

6.4 Remuneration policy

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

7. Audit

7.1 Audit Committee

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

7.2 Statutory Auditors

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

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

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

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

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

7.3 Secretarial Auditors

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

7.4 Internal Auditors

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

8. Directors'' Responsibility Statement

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

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

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

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

9. Related Party Transactions

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

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

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

10. Corporate Social Responsibility (CSR)

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

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

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

11. Fixed Deposits

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

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

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

13. Particulars of Directors, Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and
Employees of the Company are provided in the ''Annexure D'' to this
report.

14. Corporate Governance Report

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

15. Other disclosures

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

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

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

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

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

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

For and on behalf of the Board

Chennai L GANESH L LAKSHMAN

May 27, 2016 Vice- Chairman Executive Chairman


Mar 31, 2013

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

1. Financial performance:

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

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

Subsidiary companies

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

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

3 Rane Diecast Ltd. Machined die cast products 78.7%

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

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

Joint Venture companies

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

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

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

Associate companies

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

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

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

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

(Rs. in Crore)

Particulars 2012-13 2011-12

Income 57.73 63.91

Profit before tax 32.53 38.11

Provision for tax 6.58 3.86

Profit after tax 25.95 34.25

Surplus brought forward 62.58 47.23

Amount available for appropriation 88.53 81.48

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

2. Appropriation

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

3. Management Discussion & Analysis

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

4. Consolidated financial statements

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

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

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

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

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

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

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

5. Fixed deposits

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

6. Board of Directors

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

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

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

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

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

7. Conservation of Energy and Natural resources

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

8. Research and Development Activities

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

9. Foreign exchange earnings and outgo

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

10. Employees

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

11. Auditors

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

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

12. Directors'' Responsibility Statement

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

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

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

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

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

13. Corporate Social Responsibility

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

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

- Rane Polytechnic Technical Campus (RPTC)

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

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

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

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

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

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

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

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

14. Corporate Governance Report

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

For and on behalf of the Board

Chennai L Lakshman L Ganesh

May 27, 2013 Executive Chairman Vice-Chairman


Mar 31, 2012

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

1. Financial performance:

Your Company's investment profile is as given below:

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

Subsidiary companies

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

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

3 Rane Diecast Ltd. Machined die cast products 78.7%

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

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

Joint Venture companies

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

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

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

Associate company

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

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

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

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

(Rs.In Crores)

Particulars 2011 - 2012 2010 - 2011

Income 63.91 48.42

Profit on sale of Agricultural Land - 18.47

Profit before tax 38.11 43.14

Provision for tax 3.86 3.11

Profit after tax 34.25 40.03

Surplus brought forward 47.23 31.19

Amount available for appropriation 81.48 71.22

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

2. Appropriation of Profit

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

3. Management Discussion & Analysis

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

4. Investments

(a) SasMos HET Technologies Private Limited (SasMos)

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

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

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

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

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

5. Consolidated financial statements

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

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

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

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

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

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

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

6. Fixed deposits

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

7. Board of Directors

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

8. Conservation of Energy and Natural resources

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

9. Research and development activities

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

10. Foreign exchange earnings and outgo

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

11. Employees

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

12. Auditors

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

13. Corporate social responsibility

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

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

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

14. Directors' Responsibility Statement

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

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

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

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

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

15. Corporate Governance Report

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

For and on behalf of the Board

Chennai L Lakshman L Ganesh

May 30, 2012 Executive Chairman Vice Chairman

 
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