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Directors Report of Rane Engine Valve Ltd.

Mar 31, 2019

The Directors have pleasure in presenting their Forty Seventh 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 financial highlights for the year under review are as follows:

(Rs. in crores)

Particulars

2018-19

2017-18

Sales and Operating Revenues

422.63

383.41

Other Income

2.23

1.76

Profit / (Loss) Before Tax (PBT)

(20.49)

(21.13)

Provision for tax :

Current (Net of MAT Credit)

-

-

Deferred

(6.92)

(4.04)

Tax of earlier years

-

(0.03)

Profit / (Loss) After Tax (PAT)

(13.57)

(17.06)

Surplus brought forward

(0.03)

46.58

Transfer to General Reserve

-

(27.54)

Dividend of FY 2016-17 paid

-

(2.02)

Other Comprehensive Income (net)

(0.10)

0.01

Total Comprehensive Income

(13.67)

(17.05)

Amount available for appropriation

(13.70)

(0.03)

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

The net sales and operating revenue of the Company for the year 2018-19 was Rs. 422.63 crores as against Rs. 383.41 crores (including Excise duty of Rs. 8.17 crores) for the previous year.

The Company incurred a net loss of Rs. 13.57 crores as against of net loss of Rs. 17.06 crores in the previous year. Earnings per share for the year 2018-19 was '' (20.20) as against '' (25.40) in the previous year

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

The net deficit for the financial year 2018-19 stood at Rs. 13.70 Crores, after adjusting a deficit of Rs. 0.03 Crores brought forward from the previous financial year and adjustments of Other Comprehensive Income (net loss) to the tune of Rs. 0.10 crores.

Considering the financial position of the Company during the financial year, the Board decided not to declare /recommend any dividend for the year 2018-19.

1.3 Management Discussion & Analysis

The business of your Company is manufacturing and marketing of auto components for transportation industry viz., engine valves, valve guide and tappet. 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’.

2. Board of Directors

2.1 Composition

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

There is no change in the composition of Board of Directors with reference to the previous year.

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company and available at http://ranegroup.com/revl_ 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 (DIN: 00012602) is retiring by rotation at the ensuing 47th AGM. Being eligible, he offers himself for re-appointment. The proposal for reappointment of Mr. Harish Lakshman as a Director is included in the notice convening the 47th 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, six (6) 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.

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

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

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

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

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

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

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

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

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

c) Commitment in terms of exercising own 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 familiarisation program for Independent Directors has been put up on the website and available at http://ranegroup.com/revl_investors/revl-familiarisation-programme-for-independent-directors/

3.3. Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director (MD), Mr. V K Vijayaraghavan, Vice President - Finance & Chief Financial Officer (CFO), Mr. Kalidoss S, 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) laid down by the Nomination and Remuneration Committee (NRC) of the Board is available on the website of the Company at http://ranegroup.com/revl_investors/ policy-on-appointment-remuneration-of-directors-kmp-smp/.

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

4. Audit

4.1 Audit Committee

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

4.2. Statutory Auditors

M/s. Varma & Varma, Chartered Accountants (Varma & Varma) were appointed as Statutory Auditors at the 45th Annual General Meeting (AGM) held on August 21, 2017, for a period of five consecutive years commencing from the conclusion of 45th AGM till the conclusion of the 50th AGM.

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

M/s Varma & Varma has not reported any matter under Section 143(12) of the Companies Act, 2013 requiring disclosure under Section 134(3)(ca) of the Companies Act, 2013.

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

4.3. Cost Audit & Maintenance of Cost Records

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, at their meeting held on July 23, 2018, had appointed M/s. Jayaram & Associates, Cost Accountants, represented by Mr R Jayaraman (Membership no. 26103) as cost auditors of the Company for the financial year 2018-19 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 Companies Act, 2013 remuneration fixed by the Board, based on the recommendation of the Audit Committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act. The notice convening the ensuing AGM includes the proposal for ratification of the remuneration payable to the cost auditors.

The Company maintains all such accounts and records as specified by the Central Government under section 148 (1) of the Companies Act, 2013.

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 21, 2019. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Annual Secretarial Compliance report, (hereinafter referred to as ‘compliance report’), for FY 2018-19 issued by M/s. S Krishnamurthy & Co., the secretarial auditors of the Company, have confirmed compliance with securities law applicable to the Company and the same has been taken on record by the Board of Directors at their meeting held on May 21, 2019. The compliance report does not contain any qualification, reservation, adverse remark or disclaimer and the Board has approved filing of the same with the stock exchanges.

4.5. Internal Auditors

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

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

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

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

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

b) 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. There are no materially significant related party transactions made by the Company with Related Parties which may have potential conflict with the interest of the Company at large.

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

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

7. Corporate Social Responsibility (CSR)

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

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh, Chairman & Managing Director and Mr. S Krishna Kumar, an Independent Director, as members. The CSR policy of the Company is posted on our website http:// ranegroup.com/revl_investors/corporate-social-responsibility-policy/. In view of the inadequacy of profits / loss during the immediately preceding three financial years, the Company was not required to spend towards CSR activities during FY 2018-19 as per Section 135 of the Companies Act, 2013 read with rules thereunder and therefore the CSR committee did not recommend any amount towards CSR activities for the year under review.

8. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The ‘Annexure C’ 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 D’ to this report.

11. Other Disclosures

a) Details of loan, guarantees and investments, if any, 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) The Consent for Operations (CFO) under the pollution control regulations in one of the manufacturing plants located in the State of Telangana has been obtained vide consent order dated July 16, 2018. There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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

e) The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 in form MGT-9 is available on the website of the Company at www. ranegroup.com and in ‘Annexure E’ to this report.

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

g) The Company does not accept any deposit falling under the provisions of 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 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. During the period, the details of complaints received / resolved or pending are as under in accordance with provisions of the Companies Act, 2013, as amended from time to time.

No. of complaints received during the financial year - Nil

No. of complaints disposed during the financial year - Nil

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

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

j) Electronic copies of the Annual report and the notice convening the 47th 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

Harish Lakshman L Ganesh

Vice-Chairman Chairman & Managing Director

DIN: 00012602 DIN: 00012583

Chennai

May 21, 2019


Mar 31, 2018

The Directors have pleasure in presenting their Forty Sixth 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 financial highlights for the year under review are as follows:

(Rs. in crores)

Particulars

2017-181

2016-17*

Sales and Operating Revenues

383.41

389.29

Other Income

1.77

2.34

Profit / (Loss) Before Tax (PBT)

(21.13)

77.57

Provision for tax :

Current (Net of MAT Credit)

-

16.05

Deferred

(4.04)

3.83

Tax of earlier years

(0.03)

-

Profit / (Loss) After Tax (PAT)

(17.06)

57.69

Surplus brought forward

46.58

(10.44)

Transfer to General Reserve

(27.54)

-

Dividend of FY 2016-17 paid

(2.02)

-

Other Comprehensive Income (net)

0.01

(0.67)

Amount available for appropriation

(0.03)

46.58

* Figures have been re-stated in accordance with Ind AS

Key performance indicators, operational performance and balance sheet highlights are furnished in page no 3 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 net sales and operating revenue of the Company for the year 2017-18 was Rs. 383.41 crores (including Excise duty of Rs. 8.17 crores) as against Rs. 389.29 crores (including Excise duty of Rs. 34.00 crores) for the previous year.

The Company incurred a net loss of Rs. 17.06 crores as against of net profit of Rs. 57.69 crores (including exceptional income) in the previous year. Earnings per share for the year 2017-18 was ‘ (25.40) as against Rs. 85.86 in the previous year

Despite a healthy order book, the non-availability of machinery lead to delivery bottlenecks at the plants and loss of potential sales. In view of this, the Company had to incur higher repairs and maintenance expenses to restore normalcy. Higher internal rejections and lower capacity utilisation have adversely affected the operational cost and profitability of the Company.

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.

1.2 Appropriation

The net deficit for the FY 2017-18 stood at Rs. 0.03 crores, after adjusting a surplus of Rs. 46.58 crores brought forward from the previous financial year and appropriations made during the year ended 31 March, 2018 viz., Rs. 2.02 crores towards dividend for financial year 2016-17, Rs. 27.54 crores transferred to the General Reserve and adjustment of Other Comprehensive Income (net gain) to the tune of Rs. 0.01 crores.

Considering the financial position of the Company during the financial year, the Board decided not to declare any dividend for the year 2017-18.

1.3 Management Discussion & Analysis

Your Company is engaged in the manufacturing and marketing of auto components for transportation industry viz., engine valves, valve guide and tappet. 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’.

2. Board of Directors

2.1 Composition

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this report. During the year, Mr. L Ganesh (DIN: 00012583) was re-appointed by the shareholders at the 45th AGM as Managing Director for a period of three years i.e. from 01 April, 2017 to 31 March, 2020.

Mr. R V Raghavan (DIN: 01754139) retired as per retirement policy of the company, on attaining age of 75 years, effective on conclusion of meeting of Board of Directors held on 18 May, 2017. Mr. C N Srivatsan (DIN: 00002194), Mr. Ashok Malhotra (DIN: 00029017), Mr. S Krishna Kumar (DIN: 00062582), were re-appointed for a second consecutive term as Independent Directors by the shareholders at the 45th AGM held on 21 August, 2017, to hold office for a period of five years upto the conclusion of the 50th AGM or 20 August, 2022, whichever is earlier.

Dr. (Ms.) Brinda Jagirdar (DIN: 06979864) was appointed as Independent Director by the shareholder at the 43rd AGM to hold office till the conclusion of the 46th AGM. Based on the performance evaluation, the Nomination and Remuneration Committee at its meeting held on 02 May, 2018, have recommended to the board the re-appointment of Dr. (Ms.) Brinda Jagirdar for a second consecutive term as Independent Director, for five years viz., from the conclusion of the ensuing 46th AGM till the conclusion of 51st AGM or 23 July, 2023, whichever is earlier. The notice convening the 46th AGM contains necessary resolution for her re-appointment in second term, for approval of members by way of a 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/revl_ 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 Annual General Meeting (AGM), Mr. L Lakshman (DIN: 00012554), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

2.3 Board Meetings

A calendar of meetings is prepared and circulated in advance to the directors. During the year, four (4) 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.

3. Board and Management

3.1 Board evaluation

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

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

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

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects 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 evaluation also forms the basis for the Nomination and Remuneration Committee while considering re-appointment of directors and appointment in various committees of the board.

3.2 Familiarisation program for independent directors

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

3.3 Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director (MD) within the meaning of Section 2(18) of the Companies Act, 2013, Mr. V K Vijayaraghavan, Vice President - Finance & Chief Financial Officer (CFO), Mr. Kalidoss S, Secretary hold the office of Key Managerial Personnel.

3.4 Remuneration policy

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

4. Audit

4.1 Audit Committee

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

4.2 Statutory Auditors

M/s. Varma & Varma, Chartered Accountants were appointed as Statutory Auditors at the forty fifth Annual General Meeting (AGM) held on 21 August, 2017, for a period of five years i.e., until the conclusion of the fiftieth AGM.

The Company has received a letter from M/s. Varma & Varma consenting to the ratification of their appointment and confirmation to the effect that their appointment, if ratified, 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. M/s. Varma & Varma have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. 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.

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

4.3 Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at their meeting held on 21 August, 2017, have appointed M/s. Jayaram & Associates, Cost Accountants, as the cost auditors of the Company for the financial year 2017-18 as per the recommendations of the Audit Committee, after obtaining necessary certificate under Section 141 of the Act, conveying their eligibility for re-appointment. In terms of Section 148(3) of the Companies Act, 2013 remuneration which is fixed by the board, based on the recommendation of the audit committee, is required to be ratified by the members at the AGM. The notice convening the ensuing AGM includes the proposal for ratification of the remuneration payable to the cost auditors.

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

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

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

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

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

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

6. Related Party Transactions

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

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

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

7. Corporate Social Responsibility (CSR)

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

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh, Chairman & Managing Director and Mr. S Krishna Kumar, an independent director, as 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/revl_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, 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 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) The Consent For Operations (CFO) under the pollution control regulations in one of the manufacturing plants located in the State of Telangana has not been issued in pursuance of G.O.Ms.No.111 dated 08 March, 1996. However, the Company is of the opinion that this does not impact the going concern status of the Company and its future operations as the Company continues to pursue this matter in presenting its case that it is neither a polluting nor a potentially polluting industry before the pollution control authorities.

There was no other 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

HARISH LAKSHMAN L GANESH

Vice Chairman Chairman & Managing Director

DIN : 00012602 DIN : 00012583

Chennai

02 May, 2018


Mar 31, 2017

The Directors have pleasure in presenting their Forty Fifth 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 financial highlights for the year under review are as follows:

(Rs, in crores)

Particulars

2016-17

2015-16

Sales and Operating Revenues

360.17

349.60

Other Income

2.34

2.95

Profit / (Loss) Before Tax (PBT)

76.58

(17.66)

Provision for tax :

Current

16.40

-

MAT Credit entitlement

(2.44)

-

Deferred

5.57

(5.12)

Profit After Tax (PAT)

57.05

(12.54)

Surplus brought forward

(10.52)

2.02

Amount available for appropriation

46.53

(10.52)

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

The net sales and operating revenue of the Company is at Rs, 360.17 crores as against Rs, 349.60 crores in the previous year.

The company earned a net profit after exceptional items of Rs, 76.58 crores as against of net loss of Rs, 17.66 crores in the previous year. Earnings per share for the year 2016-17 was Rs, 84.91 as against Rs,( 18.67) 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.

1.2. Appropriation

Out of the profit available for appropriation of Rs, 46.53 crores, the directors have recommended a dividend of 25% (i.e Rs, 2.50 per share) for the year ended March 31, 2017. The total dividend amount inclusive of distribution tax and surcharge thereon would be Rs, 2.02 crores. The dividend, if declared by the shareholders, will be paid on August 28, 2017 to all the eligible shareholders whose name appears in the register of members of the Company as on August 14, 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., engine valves, valve guide and tappet. 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''.

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.''

Mr. L Ganesh (DIN: 00012583) was re-appointed as Managing Director for a period of three years i.e. from April 1, 2014 to March 31, 2017. The Board has subject to the approval of shareholders, re-appointed Mr. L Ganesh as Managing Director for a period of three years, viz.,from April 1, 2017 to March 31, 2020.

Mr. R V Raghavan (DIN: 01754139) retired as per retirement policy of the company, on attaining age of 75 years, effective on conclusion of meeting of Board of Directors held on May 18, 2017 and the board places on record its appreciation for his valuable contributions to the organization during his tenure.

Mr. C N Srivatsan (DIN: 00002194), Mr Ashok Malhotra (DIN: 00029017), Mr. S Krishna Kumar (DIN: 00062582), appointed as Independent Directors by the shareholders at the 42nd AGM held on July 24, 2014, for a period of three years, to hold office upto the conclusion of the ensuing 45th AGM.

Based on the Board evaluation, the Nomination and Remuneration Committee at its meeting held on May 18, 2017, have recommended to the board their re-appointment as Independent Directors, for second term of 5 consecutive years viz., from the conclusion of the ensuing 45th AGM till the conclusion of 50th AGM or August 20, 2022, whichever is earlier. The notice convening the 45th AGM contains necessary resolution for their re-appointment in second term for approval of members 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/revl/revltermsid.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 Annual General Meeting (AGM), Mr. Harish Lakshman (DIN: 00012602), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

2.3 Board Meetings

A calendar of meetings is prepared and circulated in advance to the directors. During the year five (5) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening period between 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 executive directors and nonexecutive 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 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 evaluation also forms the basis for the Nomination and Remuneration Committee while considering re-appointment of directors and appointment in various committees of the board.

3.2 Familiarization program for independent directors

The familiarization program for independent directors and details of familiarization program for independent directors has been put up on the website and available at http://ranegroup.com/ raneenginevalve/revlinvestors.html

3.3 Key Managerial Personnel

Mr. L Ganesh, Chairman & Managing Director (MD), Mr. V K Vijayaraghavan, Vice President - Finance & Chief Financial Officer (CFO) (appointed w.e.f February 16, 2017), Mr. Kalidoss S, Secretary (appointed w.e.f May 18, 2017) hold the office of Key Managerial Personnel within the meaning of Section 2(51) of the Companies Act, 2013.

Mr. B Suresh Kumar, General Manager - Finance & Chief Financial Officer (CFO) and Mr. P Guhanatham, Secretary resigned, from the services of the company w.e.f August 19, 2016 and April 03, 2017, respectively.

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 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. Brahmayya & Co. were re-appointed as Statutory Auditors at the 42nd Annual General Meeting (AGM) held on July 24, 2014, for a period of three years i.e., until the conclusion of the 45th AGM as per the transitional period under the Companies Act 2013.

During the year under review, M/s. Brahmayya & Co., Statutory 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 March 31, 2017 does not contain any qualification, reservation, adverse remark or disclaimer.

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 18, 2017 has reviewed the proposal to appoint M/s. Varma & Varma as Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of 45th AGM (2017) and recommended the same to the board for proposing it to the shareholders at the ensuing 45th AGM.

The Company has received a letter from M/s. Varma & Varma consenting to the 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 there under. M/s. Varma & Varma have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. The notice of the ensuing 45th AGM contains necessary resolution in this regard. Members may consider appointing M/s. Varma & Varma as Statutory Auditors of the Company as per the provisions of the Companies Act, 2013 till the conclusion of the 50th AGM (2022).

4.3 Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors at their meeting held on July 25, 2016 have appointed M/s. Jayaram & Associates, Cost Accountants, as the cost auditors of the Company for the financial year 2016-17 as per the recommendations of the Audit Committee, after obtaining necessary certificate under Section 141 of the Act conveying their eligibility for re-appointment. In terms of Section 148(3) of the Companies Act, 2013 the remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act. The notice convening the ensuing AGM includes the proposal for ratification of the remuneration payable to the cost auditors.

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 had appointed M/s. S Krishnamurthy & Co., 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 here with 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/revlrpt. 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 socially and environmentally responsive organization committed to improve quality of life within and outside”. The CSR activities of Rane Group focus on four specific areas of: (a) Education (b) Healthcare (c) Community Development and (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Lakshman, Committee Chairman, Mr. L Ganesh, Chairman & Managing Director and Mr. S Krishna Kumar, 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://www.ranegroup.com/pdf/policies/revlcsr.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 ‘Annexure F'' to this report.

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) The application for renewal for Consent For Operations (CFO) under the pollution control regulations in one of the manufacturing plants located in the State of Telangana has been returned by the regulatory authority citing that industries located in the specified area were not issued CFO in pursuance of G.O.Ms.No.111 dated 08.03.1996. However, the Company is of the opinion that this does not impact the going concern status of the Company and its future operations. The Company has examined the matter and is taking necessary action to present its case that it is neither a polluting nor a potentially polluting industry before the pollution control authorities.

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

e) 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''.

f) 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.

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

For and on behalf of the board

HARISH LAKSHMAN L GANESH

Vice-Chairman Chairman & Managing Director

Chennai May 18, 2017 OVERVIEW


Mar 31, 2015

Dear Members,

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

1. State of Company''s affairs

1.1 Financial Performance

The fi nancial highlights for the year under review are as follows:

(Rs. in Crores) Particulars 2014-15 2013-14

Sales and Operating Revenues 395.18 265.92

Other Income 4.05 1.03

Profit Before Tax (PBT) 31.46 (43.56)

Provision for tax :

Current 2.14 -

MAT Credit entitlement (2.14) -

Deferred 7.98 (14.47)

Profit After Tax (PAT) 23.48 (29.09)

Surplus / (Deflicit) brought forward (15.43) 13.66

Amount available for appropriation 9.01* (15.43)

* includes Rs. 0.96 crores addition pursuant to Merger

Key performance indicators, operational performance and balance sheet summary are furnished in Page No. 4 of this Annual Report.

The net sales and operating revenue of the Company was at Rs. 395.18 crores as against Rs. 265.92 crores in the previous year. The Company incurred a net Profit of Rs. 31.46 crores as against loss of Rs. 43.56 crores in the previous year.

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.

2. Appropriation

Out of the Profit available for appropriation of Rs. 9.01 crores, the directors have recommended a dividend of 25%. The total dividend amount inclusive of distribution tax and surcharge thereon would be Rs. 2.02 crores. After transfer of Rs. 4.97 crores to the general reserve, Rs. 2.02 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 viz., engine valves, valve guide, tappet, pistons, seat inserts and stem seals. 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.

4. Amalgamation

The Hon''ble High Court of Judicature at Madras vide its order dated February 26, 2015 has sanctioned the Scheme of Amalgamation of Kar Mobiles Limited (KML) with Rane Engine Valve Limited (Scheme) under Sections 391 to 394 of the Companies Act, 1956. Consequent to Scheme coming into force all the assets and liabilities of KML have been transferred and vested with the Company effective April 1, 2014, being the appointed date for the scheme. KML was dissolved without being wound up as on effective date April 01, 2015 and authorized share capital of KML has been vested with the company.

In consideration of the Scheme, the Board of directors, on May 04, 2015, allotted 15,68,000 equity shares of Rs. 10/- each fully paid up in the ratio of 7:10 i.e. fully paid up shares of equity shares of the company for every 10 equity shares of KML, to the equity shareholders of KML whose name appear in the register of members as on April 28, 2015 (Record Date).

The significant benefi ts expected as a result of the amalgamation are as follows:

- Business Synergy : Consolidation of business operations and signifi cant impetus to growth since KML is also engaged in the similar areas of business.

- Optimal utilization of resources: Enhancement of the scale of operations and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, sharing of technology, organizational effi ciency, and optimal utilization of various resources.

- Enhancement in Shareholder Value: Improvement in shareholder value for both the companies by way of improved fi nancial structure and cash fl ows, increased asset base and stronger consolidated revenue and Profitability.

- Expansion: Enhancing the leveraging capability of the combined entity for larger expansion strategies and tapping bigger opportunities in the automotive industry.

- Consolidation of expertise: Consolidation of managerial expertise of the companies will facilitate greater focus and utilization of resources.

5. Board of Directors

5.1 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/revl/revltermsid.pdf

In terms of section 149 of the Companies Act, 2013 (Act), Mr Ashok Malhotra, Mr C N Srivatsan, Mr R V Raghavan and Mr Krishna Kumar Seshadri, Independent Directors were appointed by the shareholders at the 42nd Annual General Meeting (AGM) held on July 24, 2014, for a period of three years to hold office from the conclusion of the 42nd AGM till the conclusion of 45th AGM. Dr. Brinda Jagirdar was co-opted to the Board as an additional director in the capacity of independent director on October 24, 2014. The Board has recommended the appointment of Dr. Brinda Jagirdar as independent director effective October 24, 2014 till the conclusion of 46th AGM. Notice has also been received from a member signifying his intention to propose her appointment as independent director of the Company at the ensuing AGM. The appointment of Dr. Brinda Jagirdar also fulfi ls the criteria of appointment of woman director on the Board under Section 149(1) of the Companies Act, 2013 and clause 49 of the listing agreement.

All the independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

5.2 Retirement by rotation

At the ensuing AGM, Mr Harish Lakshman retires by rotation and being eligible, offer 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 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 within the period prescribed under the Companies Act, 2013.

5.4 Meeting of Independent Directors

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

6. Board and Management

6.1 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 fl ow 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.

6.2 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/ raneenginevalve/revlinvestors.html

6.3 Key Managerial Personnel

Mr L Ganesh, Chairman and Managing Director, Mr B Suresh Kumar, General Manager – Finance and Mr V Subramani, Secretary, hold the office of Key Managerial Personnel as Managing Director, Chief Financial officer and Secretary respectively.

6.4 Remuneration policy

The policy on appointment, remuneration and evaluation criteria for Directors and Senior Management is as 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 refl ecting 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 of a group, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary.

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 was re-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

M/s. Brahmayya & Co., Chartered Accountants were appointed as Statutory Auditors at the last (forty second) AGM held on July 24, 2014, for a period of three years from the conclusion of the forty second AGM until the conclusion of the forty fifth AGM, subject to ratifi cation by members at every AGM.

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifi cations under Section 141 of the Companies Act, 2013 and the rules made thereunder. M/s Brahmayya & Co. have also submitted the peer review certifi cate issued to them by The Institute of Chartered Accountants of India. The Statutory Auditors Report does not contain any qualif cation, reservation, adverse remark or disclaimer.

7.3 Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 and subject to notifi cation 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 fi nancial year 2014-15. However, as per Companies (Cost Records and Audit) Rules, 2014 notified by Ministry of Corporate Affairs (MCA) on June 30, 2014 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.

However, the Companies (Cost Records and Cost Audit) Amendment Rules, 2014 amended and notified by MCA on December 31, 2014, covers the product – Valves - Inlet & Exhaust, Valve Guides & Valve Tappets manufactured by the Company, with effect from the fi nancial year 2015-16. The Board of directors at their meeting held on May 22, 2015 have appointed M/s. Jayaram & Associates, Cost Accountants, as the cost auditors of the Company for the fi nancial year 2015- 16 as per the recommendations of the Audit Committee.

7.4 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 report does not contain any qualif cation, reservation, adverse remark or disclaimer.

7.5 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 effi ciency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors fi ndings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve effi ciency in operations.

8. Directors'' responsibility statement

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

(i) Followed the applicable accounting standards in the preparation of the fi nancial statements for the fi nancial 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 fi nancial 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 and;

(iv) Prepared the fi nancial statements for the fi nancial year on a ''going concern'' basis;

(v) Laid down internal fi nancial controls to be followed by the Company and such internal fi nancial controls were adequate and were operating effectively.

(vi) 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 fi nancial 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 a potential confl ict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions, which are in the normal course of business and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has put in place proper system for identifi cation and monitoring of such transactions. The policy on related party transactions as approved by the Board is uploaded on the Company''s website http://rane.co.in/pdf/policies/revlrpt.pdf. None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material fi nancial and commercial transactions, where they have personal interest, that may have potential confl ict with interest of the company at large.

10. 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". The CSR activities of Rane Group focus on four specific areas such as (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, Commitee Chairman, Mr L Ganesh, Managing Director and | Mr S Krishna Kumar, an independent director.

The Annual Report on CSR activities carried out during the year 2014-15 is annexed as ''Annexure C''.

11. Fixed Deposits

Deposits outstanding as on March 31, 2015 amounted to Rs.6.21 crores. All deposits that matured during the year were repaid. The Company has not defaulted in repayment of any fixed deposits or any interest thereon.

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 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. Also 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 fi led 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.

12. 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''.

13. Particulars of Directors, KMP and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors, KMP and employees of the Company are provided in the Annual Report. Having regard to the provisions of fi rst 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 http://rane.co.in/raneenginevalve/raneenginevalveinvestors.html.

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 certifi cate 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 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

HARISH LAKSHMAN L GANESH Vice - Chairman Chairman & Managing Director

Chennai May 22, 2015


Mar 31, 2013

The Directors have pleasure in presenting their Forty First 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. in Crores)

Particulars 2012 - 2013 2011 - 2012

Sales and Operating Revenues 262.76 307.02

Other Income 3.49 2.17

Profit before tax (18.92) 28.72

Provision for tax (6.31) 7.95

Profit after tax (12.61) 20.77

Surplus brought forward 26.27 13.86

Amount available for appropriation 13.66 34.63

The net sales and operating revenue of the Company was at Rs.262.76 crores as against Rs.307.02 crores in the previous year. The drop in sales was mainly due to reduced market demand in all the key segments, where the Company has presence. The Company incurred a net loss of Rs.18.92 crores as against the profit of Rs.28.72 crores in the previous year. The drop in sales as well as higher energy costs due to non-availability of power from the State Electricity Boards resulting in the higher usage of diesel generator sets were the major reasons for the loss.

2. Appropriation

Considering the loss and the necessity to conserve cash for the near term, your directors have not recommended any dividend for the year 2012-13.

3. Management Discussion and 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, 2013 amounted to Rs.8.44 crores. All deposits that matured during the year were repaid / renewed except for a sum of Rs.0.01 Crores for which claims have not been lodged with your Company.

5. Board of Directors

Mr. Ashok Malhotra and Mr. R V Raghavan retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. The notice convening the ensuing Annual General Meeting includes the proposal for their re-appointment as directors.

Mr. Krishna Kumar Seshadri was co-opted to the Board during the year and would hold office up to the ensuing Annual General Meeting of the Company. The Company has received notice from a shareholder signifying the intention to propose the appointment of Mr. Krishna Kumar Seshadri as director of the Company, at the ensuing Annual General Meeting.

6. Conservation of Energy

Energy Audit was carried out to identify energy saving projects, resulting in reduction in units consumed per valve. Focus was on renewable energy augmentation viz., wind energy and optimising lower cost power such as private power during the year. Focused efforts were also undertaken to upgrade the design of the old machines facilitating efficiency of power usage.

7. Research and Development Activities

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

Strategic initiatives were undertaken to increase export business in terms of customers, product and geographical location by identifying new business opportunities.

Foreign exchange earned during 2012-13 was Rs.65.82 crores against foreign exchange outgo of Rs.21.20 crores. Your Company continued to remain a substantial net foreign exchange earner with the foreign exchange earned being 3 times higher than the outgo.

9. Employees

There was no employee for whom the particulars as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is applicable.

10. Auditors

Statutory Auditors

M/s. Brahmayya & 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(1B) of the Companies Act, 1956 has been received from them. M/s. Brahmayya & Co., has submitted the Peer Review Certificate issued to them by The Institute of Chartered Accountants of India.

The notice of the forthcoming Annual General Meeting contains necessary resolution in this regard. Your directors recommend the re-appointment of M/s. Brahmayya & Co., as Statutory Auditors.

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 December 28, 2012 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- 2013. 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, if any, 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(1B) 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. 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 loss 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 (CSR)

The vision on Corporate Social Responsibility (CSR) is, "To be a socially and environmentally responsible organization committed to improve quality of life within and outside". The objective of our CSR activities is to socially sensitize the employees of the Company so as to build an environment of care and concern.

As a good corporate citizen, the Company undertakes philanthropic activities to express our

emotion of belonging to the nation and our concern for the under privileged members of the society. Employees'' exposure to under-privileged groups and the hardships faced by them enhances their emotional intelligence.

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

- Contribution of funds by way of donation, towards establishment of Polytechnic College at Trichy by Rane Foundation.

- Under the concept of "Oru Thuli Kalvi", the following initiatives were undertaken :

- Adopted an Employee of "The Banyan". Trained, Groomed, Motivated and Empowered the female social worker and enabled her to execute her work with great confidence and to the utmost satisfaction of her superiors.

- Provided computers to schools in Mathirapatti and Seniapatti villages at Trichy.

- Created passion among students to become toppers in their school and come out with flying colours by awarding mementoes for all the class toppers.

- Books and notebooks were also given to students of various schools.

- Apprentice training programme for students of class 10 and 12 from economically weaker sections were conducted imparting them with employment skills.

- Sensitized rural people about road safety and alcoholism through street play.

- Under the concept of "Kudi Magan", our employees donate blood regularly and pledged to donate organs after their demise.

- Under the concept of "Thai Mann", sensitized employees about global warming and the need for plantation of trees on world environment day by planting trees in nearby villages.

- The Company has evolved a concept "Kulir Kaappom'' under which old clothes were collected from families of the employees and donated to GOONJ, volunteer organisation helping needy people.

- "SWAR" a self-learning and awakening programme on the destitutes was conducted for the employees.

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 ''C''.

For and on behalf of the Board

Chennai HARISH LAKSHMAN L GANESH

May 21, 2013 Vice-Chairman Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their Fortieth 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. in Crores)

Particulars 2011 - 2012 2010 - 2011

Sales and Operating Revenues 307.02 288.31

Other Income 2.17 1.39

Profit before tax 28.72 16.12

Provision for tax 7.95 5.32

Profit after tax 20.77 10.80

Surplus brought forward 13.86 7.14

Amount available for appropriation 34.63 17.94

During the year, the sales and operating revenues grew by 6% over the previous year. The Profit Before Tax improved by 78% over the previous year. This includes Rs.16.27 cores profit on sale of surplus land near Chennai. During the year, the Company also paid Rs.4.06 cores as compensation to employees under a Voluntary Retirement Scheme. Earnings per share was higher at Rs.40.32 as against Rs.20.97 in the previous year.

2. Appropriation

Profit available for appropriation is Rs.34.63 crores. The Directors have declared and paid an interim dividend of 75% on the equity capital of the Company for the year ended March 31, 2012 and have recommended a further 30% as final dividend, making for a total dividend of 105% for the year. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.6.28 crores leaving the Company with retained profits of Rs.28.35 crores. Out of this, Rs.2.08 crores is being transferred to the General Reserve and Rs.26.27 crores being retained as surplus in the Profit and Loss Account.

3. Management Discussion and 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

Deposits outstanding as on March 31, 2012 amounted to Rs.11.49 crores. All deposits that matured during the year were repaid / renewed.

5. Board of Directors

Mr. Harish Lakshman and Mr. C N Srivatsan retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. The notice convening the ensuing Annual General Meeting includes the proposal for their re-appointment as directors.

6. Conservation of Energy

By sustaining high power factor and other energy saving measures such as installation of Variable Frequency Drives for Motors, your Company has reduced energy consumption and maximum demand charges. 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. Focused efforts are also taken to upgrade the design of the old machines facilitating efficiency of power usage.

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

Strategic initiatives are undertaken to increase export business in terms of Customers, Product and Geographical location by identifying new business opportunities.

Foreign exchange earned during 2011-12 was Rs. 95.36 crores against foreign exchange outgo of Rs. 38.20 crores. Your Company continued to remain a substantial net foreign exchange earner with the foreign exchange earned being 2.50 times higher than the outgo.

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

M/s. Brahmayya & 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(1B) of the Companies Act, 1956 has been received from them. M/s. Brahmayya & Co., has submitted the Peer Review Certificate issued to them by The Institute of Chartered Accountants of India.

The notice of the ensuing Annual General Meeting contains necessary resolution in this regard. Your directors recommend the re-appointment of M/s Brahmayya & Co., as Statutory Auditors.

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 (CSR)

The vision on Corporate Social Responsibility (CSR) is, "To be a socially and environmentally responsible 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 focus of Rane's social development initiatives has been in the three specific areas of (a) Education

(b) Healthcare and (c) community development. The following social development initiatives were undertaken by your Company in this year.

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

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

- Tree saplings were planted under the eco- conservation programme ("Thai Mannu") in the areas around the factories with the complete participation of employees.

- Apprentice training programme for students of class 10 and 12 from economically weaker sections were conducted imparting them with employment skills.

- "SWAR" a self-learning and awakening programme on the destitutes was conducted for the employees. Organized a skill development workshop, "Indru Oru Vidhi Seivom", at one of the schools near the manufacturing facility.

- Books were donated through our campaign, "Oru Thuli Kalvi".

- Provided financial support to an hospital for the construction of outpatient ward.

- Awareness on sustainable and eco-tourism was conducted on "Sittanavasal Caves" in Pudukottai district.

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

Chennai HARISH LAKSHMAN L. GANESH

May 21, 2012 Vice - Chairman Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their Thirty Ninth 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. in Million)

2010-11 2009-10

Sales and Operating Revenues 2884.54 2360.31

Other Income 12.50 11.96

Profit before tax 161.23 70.01

Provision for tax 53.20 27.01

Profit after tax 108.03 43.00

Surplus brought forward 71.42 50.77

Amount available for appropriation 179.45 93.77

2. Appropriation

Profit available for appropriation is Rs. 179.45 million. Your directors have declared and paid an interim dividend of 30% on the equity capital for the year ended March 31, 2011 and are pleased to recommend a further 20 % as final dividend making for a total dividend for the year of 50%. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs. 30 million leaving the company with retained profits of Rs. 149.45 million. Out of this, Rs. 10.80 million is being transferred to the General Reserve and Rs. 138.65 million being retained as surplus in the Profit and Loss Account.

4. Deposits

Deposits outstanding as on March 31, 2011 amounted to Rs. 137.34 million. All deposits that matured during the year were repaid / renewed.

5. Board of Directors

Mr. L Lakshman and Mr. R Jagannath retire by rotation and being eligible, offer themselves for re-appointment.

6. Conservation of Energy

By sustaining high power factor and other energy saving measures such as installation of Variable Frequency Drives for Motors, your company has reduced energy consumption and maximum demand charges. 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. Focused efforts are also taken to upgrade the design of the old machines facilitating efficiency of power usage.

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 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

Foreign exchange earned during 2010-11 was Rs. 829.39 million and foreign exchange outgo was Rs. 557.87 million. Your company continued to remain a substantial net foreign exchange earner.

9. Employees

There was no employee for whom the particulars as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is applicable.

10. Auditors

M/s Brahmayya & 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(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 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 (CSR)

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:

- Contribution of funds towards establishment of Polytechnic College by Rane Foundation.

- Construction of bus shelters near the Medchal factory.

- Provision of traffic signal at road intersection near the Alandur factory.

- Providing noon meals to children in Anganwadi centre near Alandur and Ponneri factories on special occasions.

- Upgrading infrastructure in needy schools in Alandur.

- Free medical camp and donation of medicines in nearby localities of the plants.

- Donation of dress, books to schools.

- Sapling plantation in rural areas nearby the plants.

13. Corporate Governance Report

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

For and on behalf of the Board

L. LAKSHMAN L. GANESH Director Chairman & Managing Director

Chennai May 19, 2011


Mar 31, 2010

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

1. Financial Performance:

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

(Rs. Million) 2009-10 2008-09 Sales and Operating Revenues 2360.31 2202.44 Other Income 11.96 8.60 Profit before tax 70.01 39.12 Provision for tax 27.01 17.02 Profit after tax 43.00 22.10 Surplus brought forward 50.77 42.93 Amount available for appropriation 93.77 65.03

2. Appropriation

Profit available for appropriation is Rs. 93.77 million. Your directors have declared and paid an interim dividend of 15% on the equity capital for the year ended March 31, 2010 and are pleased to recommend a further 15% as final dividend making for a total dividend for the year of 30%. The amount on this account inclusive of tax on distributed profits and surcharge thereon, works out to Rs.18.05 million leaving the company with retained profits of Rs.75.72 million. Out of this, Rs.4.30 million is being transferred to the General Reserve and Rs.71.42 million being retained as surplus in the Profit and Loss Account.

4. Deposits

Deposits outstanding as on March 31, 2010 amounted to Rs 141.76 million. All deposits that matured during the year were repaid / renewed.

5. Board of Directors

Mr. Ashok Malhotra retires by rotation and being eligible offers himself for re-appointment.

Mr. C N Srivatsan and Mr. R V Raghavan were 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 the shareholders signifying their intention to propose the appointment of Mr. C N Srivatsan and Mr. R V Raghavan as Directors of the Company, at the ensuing Annual General Meeting.

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

6. Conservation of Energy

The adverse situation on power front in Tamilnadu has been mitigated by several new initiatives to

improve energy efficiency. By sustaining high power factor, your company has reduced energy consumption and maximum demand charges. 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 and 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

Foreign exchange earned during 2009-10 was Rs. 631.63 million and foreign exchange outgo was Rs. 499.80 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 Brahmayya & 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(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 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 (CSR)

The following CSR activities were carried out by the Company during the year under review:

- Provision of traffic signal at road intersection near the factory

- Helmet awareness campaign on road safety along with traffic police

- Donation of furniture to nearby school

- Free medical camp and donation of medicines

- Distribution of water to devotees during temple festival

- Provision of streetlights to nearby village.

- Contribution of funds towards establishment of Polytechnic College by Rane Foundation.

13. Corporate Governance Report

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

For and on behalf of the Board Chennai L. LAKSHMAN L. GANESH May 21, 2010 Director Chairman & Managing Director

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