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Notes to Accounts of Rane Holdings Ltd.

Mar 31, 2017

1. Terms / Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of Rs. 10/- per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting, except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There are no restrictions attached to the equity shares.

2. There is no change in the number of shares at the beginning of the year and end of the year.

3. Capital Redemption Reserve represents amount transferred from Statement of Profit and Loss in accordance with Section 80(1)(d) of the Companies Act, 1956 on redemption of preference shares in the prior years.

4. General Reserve on merger represents Rs.819 Lakhs 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect from 1 April, 2009.

5. The Board of Directors, in the meeting held on 26 May, 2017, have recommended a final dividend of Rs. 5 Per Share amounting to Rs.714 Lakhs on Equity Shares of Rs.10/- each for the year 2016-17, subject to the approval of the Shareholders. Dividend Distribution Tax on the same amounts to Rs.145 Lakhs. This final dividend on shares will be recorded as a liability on the date of approval by the Shareholders.

6. The Company had accrued for an amount of Rs.59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease, as demanded by the Collector of Chennai District. The Company had filed a writ petition and obtained a stay order from the Honourable High Court of Judicature at Madras.

7. Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2017 and 31 March, 2016.

8. EMPLOYEE BENEFIT PLANS

(i) Defined Contribution Plan

The Company makes Provident Fund, Pension Fund and Superannuation Fund contributions which are defined contribution plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs.74.30 Lakhs (Rs.61.72 Lakhs) towards Provident Fund and Pension Fund contributions and Rs.25.93 Lakhs 22.22 Lakhs) towards Superannuation Fund in the Statement of Profit and Loss. The contributions payable to these plans by the Company is at rates specified in the rules of the scheme.

(ii) Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognized in the financial statements:

Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.

(iv) Experience adjustments has been disclosed based on the information available in the acturial valuation report.

Notes

i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

9. SEGMENT REPORTING

The Company holds strategic investments in subsidiaries, joint ventures and associates (collectively called "the Group”) that are primarily engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per AS 17 "Segment Reporting”.

10. The Company did not have any unhedged Foreign currency exposure as at 31 March, 2017 and 31 March 2016. The company did not have any derivatives.

11. AMOUNT SPENT ON CSR ACTIVITIES:

(i) Gross amount required to be spent by the Company during the year is Rs.69.70 Lakhs 62.84 Lakhs)

(ii) Amount spent during the year on revenue expenditure is Rs.69.70 Lakhs 62.91 Lakhs)

12. Details of Specified Bank Notes held & transacted during the period 8 November 2016 to 30 December, 2016, pursuant to the requirement of notification G.S.R 308 E dated 30 March, 2017.

13. PREVIOUS YEAR''S FIGURE

Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.


Mar 31, 2016

1. Terms / Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of
Rs, 10/- per share. All these shares have the same rights and
preferences with respect to payment of dividend, repayment of capital
and voting. The dividend proposed by the Board of Directors is subject
to the approval of the share holders in the ensuing Annual General
Meeting, except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders. There are no restrictions attached to the equity shares.


2. Capital Redemption Reserve represents amount transferred from
Statement of Profit and Loss in accordance with Section 80(1)(d) of the
Companies Act, 1956 on redemption of preference shares in the previous
years.

3. General Reserve on merger represents Rs, 819 Lakhs (Rs, 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly
owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect
from 1 April, 2009.


11.1 A Scheme of Amalgamation ("Scheme") approved by the shareholders of Rane Engine Valve Limited (REVL) and Kar Mobiles Limited
(KML) with effect from 1 April 2014 was sanctioned by the High Court of Judicature at Madras on 26 February 2015 which was fled
with the Registrar of Companies on 1 April 2015. Pursuant to the scheme, the company is entitled to receive 6,21,368 equity shares of Rs,
10/- each of REVL in exchange for 8,87,669 equity shares of Rs, 10/- each held by the Company in KML. REVL has allotted the shares to the
company on 4 May 2015.


4. The Company had accrued for an amount of Rs, 59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease,
as demanded by the Collector of Chennai District. The Company had fled a writ petition and obtained a stay order from the Honourable
High Court of Judicature at Madras.

5. Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises
Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2016 and 31 March, 2015.


Notes

i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.

ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.

6. SEGMENT REPORTING

The Company holds strategic investments in subsidiaries, joint ventures and associate (collectively called "the Group") that are primarily
engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy
and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate
reportable segments as per AS 17 "Segment Reporting".

Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the
estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other
relevant factors.

(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been
furnished by LIC.

(iv) Experience adjustments has been disclosed based on the information available in the actuarial valuation report.

(iii) Compensated absences

Principal actuarial assumptions as at the balance sheet date


Notes:

1. Figures in bracket relate to the previous year.

2. All the above Joint Venture Entities are located in India.


7. The Company did not have any unheeded Foreign currency exposure as at 31 March, 2016 and 31 March, 2015. The company did not
have any derivatives.

8. AMOUNT SPENT ON CSR ACTIVITIES:

(i) Gross amount required to be spent by the Company during the year is Rs, 62.84 Lakhs (Rs, 67.45 Lakhs)
(ii) Amount spent during the year on revenue expenditure is Rs, 62.91 Lakhs (Rs, 67.45 Lakhs)

9. PREVIOUS YEAR''S FIGURES

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/
disclosure.


Mar 31, 2013

1 BRIEF ABOUT THE COMPANY

Rane Holdings Limited (RHL) is the holding company whose main activity is investing in Rane group Companies that are engaged primarily in the manufacture and marketing of auto components. The Rane Groups investment profile includes subsidiaries, joint ventures and associates. The Company''s income stream comprises of (i) dividend from the investments made in the group companies, (ii) trade mark fee for use of ""RANE"" trade mark and (iii) service fee from group companies for providing service in the areas of management, information technology, business development and infrastructure.

2 SEGMENT REPORTING

The Company holds strategic investments in subsidiaries, joint ventures and associates (collectively called "the Group") that are primarily engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per AS 17 "Segment Reporting".

3 PREVIOUS YEAR''S FIGURE

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

1 Brief about the company

Rane Holdings Limited (RHL) is the holding company whose main activity is investing in Rane group Companies that are engaged primarily in the manufacture and marketing of auto components. The Rane Groups investment profile includes subsidiaries, joint ventures and associates. The Company's income stream comprises of (i) dividend from the investments made in the group companies, (ii) trade mark fee for use of "RANE" trade mark and (iii) service fee from group companies for providing service in the areas of management, information technology, business development and infrastructure. In September 2011, Rane forayed into defense and aerospace and invested into Sas Mos HET Technologies Private Limited.

2.1 Terms / Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of Rs10/- per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

2.2 Aggregate number of equity shares allotted as fully paid up without payment being received in cash for the period of 5 years immediately preceding the Balance Sheet date:

a. During the financial year 2007-2008, 44,96,493 shares with par value of Rs10 were allotted to the shareholders of Rane Engine Valves Limited (13,96,476) and Rane Brake Linings Limited (31,00,017) under the scheme of Demerger, Merger and Amalgamation approved by the Honorable High Court of Judicature at Madras.

2.3 There is no change in the number of shares at the beginning of the year and closing of the year.

3.1 Capital Redemption Reserve represents amount transferred from Statement of Profit and Loss in accordance with Section 80(1)(d) of the Companies Act, 1956 on redemption of preference shares in the previous years.

3.2 General Reserve on merger represents Rs819 Lakhs arising out of the amalgamation of Rane Investments Limited, a wholly owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras effect from the appointed date April 1, 2009.

4.1 Security

a. Term loan from Citi Bank NA of RsNil (Rs229 Lakhs) is secured by a first charge on the current assets and by an equitable mortgage of the Company's immovable property at Perungudi. This is further secured by a second charge on the immovable property at Cathedral Road Chennai. This principal and interest rate of 10% is repayable every month and the current applicable rate of interest is 10% per annum. The balance of Rs172 lakhs (Rs229 lakhs) outstanding as at March 31, 2012 is repayable within next twelve months, and this is included in Other Current Liabilities under Current Maturities of Long Term Debt.

The Company has availed External Commercial Borrowings, and these are fully hedged through related swap contracts and are accounted as Indian rupee loan at fixed rate of interest.

b. Term loan from Yes Bank of Rs325 Lakhs (Rs468 Lakhs) is secured by an Equitable mortgage of the Company's immovable property at Cathedral Road Chennai and by a pari-passu first charge on the movable fixed assets of the Company.

The loan comprises of two components repayable at the end of every quarter, 1st Loan outstanding of Rs375 Lakhs is maturing in the month of July 2014 and 2nd Loan outstanding of Rs150 Lakhs maturing in the month of March 2015, totaling to 10& 12 installments outstanding as at March 31, 2012. The current applicable rate of interest on this loan is 12.25% per annum. Installments aggregating to Rs200 lakhs (Rs200 lakhs) due within next one year is included in Other Current Liabilities under Current Maturities of Long Term Debt.

c. Term loan from HDFC Ltd of Rs Nil (Rs667 Lakhs) is secured by an equitable mortgage of the Company's immovable property at Boat Club Road. The principal and interest on this loan is payable at the end of every quarter and there are four installments outstanding as of March 31, 2012. The current applicable rate of interest loan is 12.75% per annum.

The balance of Rs667 lakhs (Rs667 lakhs) outstanding as at March 31, 2012 is repayable within next twelve months, and this is included in Other Current Liabilities under Current Maturities of Long Term Debt.

d. Cash credit from Citibank NA is secured by a first charge on the movable assets including plant & machinery, other current assets of the Company and further secured by an equitable mortgage of the Company's immovable property at Perungudi.

e. Cash credit from Yes Bank is secured by a pari-passu first charge on the current assets of the Company.

5. QUANTITATIVE DETAILS

The Company is the Holding Company of other companies in the Rane Group. The Company provides services in the areas of Management, information technology, business development and infrastructure to the Companies in the Group. The nature of services therefore cannot be evaluated quantitatively. Consequently a disclosure of quantitative details for the same is not applicable.

6. CONTINGENT LIABILITIES AND COMMITMENTS Rs.Lakhs

Year ended Year ended

March 31, 2012 March 31, 2011

6.1 Contingent Liabilities

Guarantees 4,019 3,498

Disputed demands under appeal (Refer below) 577 524

Income Tax Act - Assessment Year (AY)

2005-2006* 85 85

2007-2008 65 65

2008-2009* 372 372 2009-2010* 53 -

575 522

Less: Deposits (79) (64)

Net Amount 496 458

* includes the following deposits AY 2009-2010 - Rs14 Lakhs

AY 2008-2009 - Rs15 Lakhs AY 2004-2005 - Rs50 Lakhs

Service Tax** 2 2

** represents Rs1.52 lakhs

6.2 Commitments

Estimated amount of contracts remaining to be executed on 197 126

capital account and not provided for

197 126

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

Notes:

i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

iii. The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets and Experience adjustments have not been furnished by LIC.

7. SEGMENT REPORTING

The Company holds strategic investments in subsidiaries, joint ventures and associates (collectively called "the Group") that are primarily engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per AS 17 "Segment Reporting'.


Mar 31, 2011

1. Share Capital

Paid up Equity Share Capital includes the following:

a. 3,665,130 (3,665,130) Equity Shares of Rs.10 each allotted as fully paid Bonus Shares from General Reserves

b. 1,650,000 shares with par value of Rs.10 were allotted to the promoters/promoters group on a preferential basis at a premium of Rs.170 per share as per Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.

c. 4,496,493 shares with par value of Rs.10 were allotted to the shareholders of Rane Engine Valves Limited (1,396,476) and Rane Brake Linings Limited (3,100,017) under the scheme of Demerger, Merger and Amalgamation approved by the Honourable High Court of Judicature at Madras.

2. Secured Loans:

2.1 Term loan from Citibank NA is secured by a first charge on the current assets and by an equitable mortgage of the Company's immovable property at Perungudi. This is further secured by a second charge on the immovable property at Cathedral Road, Chennai.

2.2 Term loan from Yes Bank is secured by an equitable mortgage of the Company's immovable property at Cathedral Road, Chennai and by a pari-passu first charge on the movable fixed assets of the Company.

2.3 Term loan from HDFC Ltd is secured by an equitable mortgage of the Company's immovable property at Boat Club Road.

2.4 Cash credit from Citibank NA is secured by a first charge on the movable assets including plant & machinery, other current assets of the Company and further secured by an equitable mortgage of the Company's immovable property at Perungudi.

2.5 Cash credit from Yes Bank is secured by a pari-passu first charge on the current assets of the Company.

3. Investments

During the year, the company had sold 179,000 (1% of total share capital in Rane NSK Steering Systems Limited, Joint Venture Company) to NSK Limited, Japan Pursuant to the revised Joint Venture Agreement dated November 30, 2010 entered into with NSK Limited, Japan.

3.2 Own Shares Held Through Trust

During the year the company disposed off all the Company's own shares Held Through Trust and the surplus on sale of shares of Rs.3,814 (Rs.'000) was credited to the Securities Premium Account. Since the Beneficiary of the Trust is the company itself, the Dividend distributed to the Trust relating to the Company's shares held by the Trust is credited back to Profit and Loss Account on receipt of the same from the Trust.

4. Current Liabilities

4.1 Current liabilities include Commission payable to Executive Chairman Rs. 6,960 (Rs.'000) Previous year Rs 6,030 (Rs.'000)

4.2 There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.

5. Expenses

5.1 Managerial Remuneration:

A. Remuneration to Executive Chairman and Vice - Chairman

Note:- Managerial remuneration excludes Provision for Gratuity and Compensated Absences since the amounts cannot be ascertained individually.

Aggregate of remuneration including Commission paid by Rane Engine Valve Limited to the Vice - Chairman is within the maximum managerial remuneration under section 198 of The Companies Act, 1956.

Remuneration to Vice - Chairman for the year ended 31st March 2010 was for the period August 2009 to March 2010.

6. The Company is the Holding Company of various other companies in the Rane Group. The Company provides Managerial consultancy, information systems support and brand support & related services to the Companies in the Group. The nature of services therefore cannot be evaluated quantitatively. Consequently a disclosure of quantitative details for the same is not applicable.

7. Estimated amount of Contracts remaining to be executed on capital account and not provided for, net of advance, Rs. 12,590 thousands (Rs.3,980 thousands).

8. Contingent Liabilities not provided for: (Rs. ' 000)

Description 31.03.2011 31.03.2010

Disputed demands under appeal (Refer table below) 45,864 27.400

Guarantees Issued 349,800 339,500

Name of the 31.03.2011 31.03.2010 Period to which Statute the amount relates

Income Tax 8,548 8,548 2005-2006 Act, 1961* 6,400 - 2007-2008 37,146 - 2008-2009

Service Tax 152 - 2006-2010

* Includes amount deposited Rs. 5,000 (in thousands) in relation to the year 2008-2009 and Rs.1,500 (in thousands) in relation to the year 2004-2005.

9. Operating Leases

The Company has operating lease agreements for office space and residential accommodation generally for a period of one to three years with option to renew with escalation. As per the lease terms a sum of Rs.3,333 thousands (Previous Year Rs.2,945 thousands) has been recognised in the Profit and Loss Account.

Office equipment and cars are taken on lease for a period ranging from one year to five years and are renewable at the option of the Company. Rentals for the year ended 31 March 2011 amounted to Rs.6,398 thousands (Previous Year Rs.6,856 thousands)

10. Related Party Transactions

A. List of Related Parties - Disclosure made in terms of Clause 32 of the Listing Agreement with Stock Exchanges and Accounting Standards 18.

2010 - 2011 2009 - 2010

Subsidiaries Rane Engine Valve Limited Rane Engine Valve Limited

Rane Brake Lining Limited Rane Brake Lining Limited

Rane Diecast Limited Rane Diecast Limited

Rane (Madras) Limited Rane (Madras) Limited

Joint Venture Rane TRW Steering Systems Rane TRW Steering Limited Systems Limited

Rane NSK Steering Systems Rane NSK Steering Systems Limited Limited

JMA Rane Marketing Limited JMA Rane Marketing Limited

Associate Kar Mobiles Limited Kar Mobiles Limited

Key Management Mr. L. Lakshman Mr. L. Lakshman Personnel (KMP) Mr. L. Ganesh Mr. L. Ganesh

Relatives Mrs. Pushpa Lakshman Mrs. Pushpa Lakshman of KMP Mr. Harish Lakshman Mr. Harish Lakshman

Mr. Vinay Lakshman Mr. Vinay Lakshman

Mrs. Meenakshi Ganesh Mrs. Meenakshi Ganesh

Mr. Aditya Ganesh Mr. Aditya Ganesh

Mrs. Aparna Ganesh Mrs. Aparna Ganesh

Mrs. Shanti Narayan Mrs. Shanti Narayan

Mrs. Hema C Kumar Mrs. Hema C Kumar

Mrs. Vanaja Aghoram Mrs. Vanaja Aghoram

Significant Influence Rane Foundation -

11. Segment Reporting

The Company holds strategic investments in subsidiaries, joint ventures and associates (collectively called “the Group") all of which operate in single segment viz., components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no seperate reportable segments as per AS 17 "Segment Reporting".

12. Earnings Per Share

Note : Earnings Per Share calculations are done in accordance with Accounting Standard 20 (AS 20) “Earnings Per Share.

13. Figures of the previous year have been regrouped wherever necessary to conform to the current year's presentation

14. Figures given in brackets in the notes pertain to the previous year.


Mar 31, 2010

1.Contingent Liabilities not provided for:

(Rs. 000)

Description 31.03.2010 31.03.2009

Claims against the Company not acknowledged as debts* Guarantees issued 27,400 339,500 27,321 146,500



*Claims against the Company not acknowledged as debts include a sum of 8,548 (Rs.’000s) being the income-tax demand for the year 2004-05 which has been disputed by the company. The appeal is pending disposal. In view of a favourable opinion issued by the tax counsel no provision has been made therefor.

2.Figures of the previous year have been regrouped wherever necessary to confirm to this year’s grouping.

3. Figures given in brackets in the notes pertain to the previous year.

4.Schedules A to M, Accounting Policies 1 to 9 and Notes 1 to 17 annexed to the Balance Sheet and Profit and Loss Account form part of the accounts and should be read in conjunction therewith.

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