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Notes to Accounts of Rane Holdings Ltd.

Mar 31, 2022

7.1 During the year ended 31 March, 2022, the Company acquired 16,99,958 equity shares of '' 10 each fully paid up in Rane (Madras) Limited ("RML”) pursuant to conversion of 16,99,958 warrants for an aggregate consideration of ''4,000 lakhs (including the warrant exercise price of ''3,000 Lakhs).

7.2 During the year ended 31 March 2022, Rane Engine Valve Limited, subsidiary company ("REVL”), allotted on a preferential basis to the Company, 5,15,463 share warrants at a an issue price of ''291/- each, compulsorily convertible into 5,15,463 equity shares having a face value of ''10/- each, upon payment of the total consideration of ''1,500 lakhs in one or more tranches. The Company had paid 25% of the above issue price amounting to ''375 lakhs during the year towards subscription of the said share warrants.

As on 31 March , 2022, the company has compared the carrying value of its investment in a subsidiary with the market value of such investment and noted the need for impairment assessment.Consequently, the management has assessed the recoverable amount of the investment in subsidiary based on the present value of the future cash flows expected to be derived from the investment. The recoverable amount is established to be higher than the carrying amount of investment and hence no impairment was required to be recognised as at 31 March, 2022.

7.3 During the year ended 31 March 2022, the Company has acquired 1,80,000 equity shares of Rane Brake Lining Limited ("RBL”), a subsidiary company at prevailing market prices aggregating to ''1,127 Lakhs through the Open market purchase.

7.4 During the year ended 31 March 2022, the Company has acquired 2,45,574 equity shares of Rane t4u Private Limited ("Rt4u"), a subsidiary company for a cash consideration of ''14 Lakhs from existing shareholders of Rt4u and has acquired 1,63,33,660 equity shares by subscribing to Rights issue(s) for an aggregate consideration of ''1634 Lakhs.

As per requirements of ind AS 36, the Company has assessed the recoverable value of its total investment, loans and other financial assets in its subsidiary and has accordingly recorded for an impairment loss amounting to ''1,781 lakhs during the year ended 31 March 2022 (31 March 2021 ''1,557 Lakhs) . in order to carry out this assessment, the management determined the recoverable value of investments, based on the fair value less cost to sell model. This involved significant judgements and estimates including determination of comparable companies and transactions, implied market multiples and projected revenue.

7.5 On 30 December 2021, the company''s transferred 87,383 (nos.) equity shares representing 1% of the total shareholding in ZF Rane Automotive india Private Limited ("ZRAi”) a joint venture/associate entity for a consideration of ''2,016 Lakhs. Corresponding gain from such transfer aggregating to Rs. 1,970 Lakhs has been disclosed as ''Other income'' (refer note: 27).

7.6 The Company designated the investments shown below as equity investments at FVOCi because these equity instruments represent investments that the Company intends to hold for long-term for strategic purposes.

During the year ended 31 March 2022, the Company had invested an amount of ''168 lakhs (''680 Lakshs in 31 March 2021) in AutoTech towards its share of capital contribution as one of the limited partners in the fund. During the current year, the company has received an amount of ''552 lakhs (''232 Lakhs in 31 March 2021) from AutoTech towards its share of distribution of capital arising as a result of sale of investments held by AutoTech in some of the portfolio companies. The said amount has been reduced from the cost of investments.

The Company has one class of equity share having a par value of ''10 per share. Each holder of equity share is entitled to one vote per share. the Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting, Repayment of capital on liquidation will be in proportion to the number of equity shares held.

in the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. the distribution will be in proportion to the number of equity shares held by the shareholders.

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies act , 2013 (the Ac^ and rules made thereunder.

The Companies Act requires that where a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfer shall be disclosed in the balance sheet. the capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. the Company established this reserve pursuant to the redemption of preference shares issued in earlier years.

the above represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. the balance in retained earnings can be utilized for distribution of dividend by the Company considering the requirements of the Companies Act, 2013 and other local laws.

Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of defined benefit obligations, net of tax, amounting to ''22 lakhs as at 31 March 2022 (31 March 2021: ''33 lakhs)

in respect of the year ended 31 March, 2022, the directors proposed a dividend of '' 12 per share be paid to all holders of fully paid equity shares. this equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. the total estimated equity dividend to be paid is ''1,713 Lakhs.

the Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. these changes are accumulated within equity. the Company transfers amounts therefrom to retained earnings when the relevant equity securities are derecognised.

The interest rate range from 5.79% p.a to 9.65% p.a (31 March 2021: 5.72% p.a to 9.65% p.a).

The term loans outstanding as at 31 March 2022 which are availed from Federal Bank Limited and HDFC Bank Limited are secured by a pari-passu charge created on the Company''s land located at teynampet, Chennai and loan availed from Axis Finance Limited is secured by a first charge created on the Company''s land and building located at perungudi, Chennai.

Utilisation of borrowed funds and share premium

term loans were applied for the purpose for which the loans were obtained.

the Company has not been declared as wilful defaulters by any Bank or Financial institutions or government or any government authority.

21.1 Others include an accrued amount of ''59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease.

21.2 The Company doesn''t have any non current other financial liabilities

21.3 the Company''s exposure to credit and liquidity risk related to other financial liability is disclosed in note 41

21.4 Capital creditors includes an amount of '' 135 lakhs (31 March 2021 : '' Nil ) due to Micro small and Medium Enterprises

Based on, and to the extent of information received from the suppliers regarding their status under the Micro, small and Medium enterprises Development Act, 2006 (MsMED Act) there are no dues pending more then 45 days to micro and small enterprises as at 31 March 2021 and as at 31 March 2022

the Company''s exposure to credit and liquidity risk related to trade payables is disclosed in note 41

31.2.1.The above expenditure includes contribution to Rane Foundation of '' Nil (31 March 2021 '' 68 Lakhs)

31.3 other statutory requirements

a. the Company has not traded or invested in Crypto currency or virtual currency during the financial year.

b. the Company doesnt have not any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income tax Act, 1961 (such as, search or survey or any other relevant provisions of the income tax AcL 1961)

c. the Company has no transactions with struck off companies during the year

d. the Company has not advanced or loaned funds to any persons or entities, including foreign entities (intermediaries) with the understanding that the intermediary shall:

1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

2. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

e. the Company has not received any fund from any persons or entities, including foreign entities with the understanding that the Company shall:

1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (Ultimate Beneficiaries) or

2. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f. the Company does not have any charges or satisfaction which is yet to be registered with registar of Companies beyond the statutory period

35

contingent liabilities

Particulars

As at

As at

31 March 2022

31 march 2021

Claims against the Company not acknowledged as debts

income tax matters

112

95

Customs matters

6

6

35.a Commitments and guarantees

Particulars

As at

As at

31 march 2022

31 march 2021

Estimated amount of contracts remaining to be executed on capital account (net of advance)

125

14

Uncalled liability on investment in Auto Tech i, L.P

360

515

Balance amount payable towards preferential allotment of shares warrants issued by REvL

1,125

-

Balance amount payable towards preferential allotment of shares warrants issued by RML

-

3,000

36 Employee benefit plansa. Defined contribution plans

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. the only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.

(a) Provident fund

In accordance with the Employee''s provident Fund and Miscellaneous provisions AcT 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary.

the contributions, as specified under the law, are made to the Government.

(b) Superannuation fund

the Company has a superannuation plan for the benefit of its employees. employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.

the Company contributes up to 15% of the eligible employees'' salary to LiC every year. such contributions are recognised as an expense as and when incurred. the Company does not have any further obligation beyond this contribution.

the total expense recognised in profit or loss of '' 105 Lakhs (for the year ended 31 March 2021: '' 96 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March 2022, contributions of '' 18 Lakhs (as at 31 March 2021: '' 16 Lakhs) had not been paid. the amounts were paid subsequent to the end of the respective reporting periods.

B. Defined benefit plans

the Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. the plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. vesting occurs upon completion of five years of service. the Company makes annual contributions to Life insurance Corporation of india (LiC). the Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

the defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and attrition. The sensitivity analyses have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

there was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

38 Segment reporting

The Company holds strategic investments in subsidiaries and Joint venture/associates (collectively called "the Group”) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group.Segment reporting information is provided in Consolidated financial statement of the Group.

41 Financial instruments41.1 Capital management

The Company manages it''s capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. the Company is not subject to any externally imposed capital requirements.

the capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalent as detailed in notes 19 and 14.a) and total equity of the Company.

There have been no transfers among Level 1, Level 2 and Level 3 during the year ended 31 March 2022 and 31 March 2021. * Fair value hierarchy (Level 1,2,3)

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

41.3 Financial risk management

the Company has adequate internal processes to assess, monitor and manage financial risks. these risks include market risk, credit risk and liquidity risk.

41.4 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company is exposed to equity price risks arising from its investments in equity investments. However all the equity investments in group companies are strategic in nature and held for long term period rather than for trading purposes.

41.5 Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. the Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.

41.5.1 Foreign currency sensitivity analysis

the following table details the Company''s sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used and represents management''s assessment of the reasonably possible change in foreign exchange rates. the sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A negative number below indicates a decrease in profit or equity where the Indian Rupee strengthens by 5% against the relevant currency. For a 5% weakening of the indian rupee against the relevant currency, there would be a opposite impact on the profit or equity.

41.6 Interest rate risk management

interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

41.6.1 interest rate sensitivity analysis

the sensitivity analysis below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. a 50 basis point increase or decrease is used and represents management''s assessment of the reasonably possible change in interest rates.

if interest rate had been 50 basis points higher / lower and all other variables were held constant, the Company''s profit for the year ended 31 March 2022 would decrease / increase by ''35 Lakhs (31 March 2021 '' 38 Lakhs). this is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowing.

41.7 Equity price sensitivity analysis

the sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If the fair value had been 1% higher / lower, profit for the year ended 31 March 2022 would increase / decrease by ''45 Lakhs (31 March 2021: '' 45 Lakhs) as a result of the changes in fair value of equity investments which have been irrevocably designated at FvoCi.

41.8 Credit risk management

The Company''s receivables are wholly from its subsidiary companies and Joint venture/associate companies. The Company did not have any history of bad debts in earlier years in respect of the receivables from the subsidiaries associate and Joint venture/associates. Further, the Company has assessed that there is no credit risk and thus no allowance for impairment of trade receivables was required to be recognised.

41.9 Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. the Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

41.9.1 Liquidity and interest risk tables

the following tables detail the Company''s remaining contractual maturity for its financial liabilities with agreed repayment periods. the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. the tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. the contractual maturity is based on the earliest date on which the Company may be required to pay.

42 Approval of financial statements

The financial statements were approved for issue by the Board of Directors on 26 May 2022.


Mar 31, 2019

1. Employee Benefit Plans

A. Defined contribution plans

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognized in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months’ contributions that were not due to be paid until after the end of the reporting period.

(a) Provident fund and pension

In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary.

(b) Superannuation fund

The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.

The Company contributes up to 15% of the eligible employees’ salary to LIC every year. Such contributions are recognized as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.

The total expense recognized in profit or loss of Rs,89 Lakhs (for the year ended 31 March 2018: Rs,80 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March 2019, contributions of Rs,20 Lakhs (as at March 31, 2018: Rs,13 Lakhs ) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.

B. Defined benefit plans :

The defined benefit plans operated by the Company are as below:

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India(LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.

Interest rate risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s debt investments.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Notes:

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

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

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

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

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

(b) Compensated absences

The lease obligations cover the Company’s liability for earned leave.

The amount of provision of Rs,146 Lakhs (March 31, 2018 - Rs,130 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

Notes

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

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

2. Amount Spent on CSR Activities :

i. Gross amount required to be spent by the company during the year is Rs,93.07 Lakhs (''Rs,75.40 Lakhs)

ii. Amount spent during the year on revenue expenditure is Rs,123.00 Lakhs (Rs,125.40 Lakhs)

3. Operating Leases Cancellable Leases :

The company has entered into lease agreements for office space and accommodation for business purposes. The lease rentals debited to the Statement of Profit and Loss is Rs,9 Lakhs for the year ended 31st March 2019 (PY Rs,16 lakhs )

Non-cancellable Leases :

The company has entered into Non-cancellable lease agreements for certain office equipments and vehicles for a period ranging from one year to five years

The payments under Non - cancellable operating leases for the year ended 31 March 2019 is Rs,231 lakhs considered under other expenses out of which Rs,132 lakhs is included in IS expenses and Rs,99 lakhs is included in Rent

4. Financial Instruments

37.1 Capital management

The company manages it''s capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The company isn''t subject to any externally imposed capital requirements.

The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances as detailed in notes 17,19 and 13.a) and total equity of the Company.

The Company is not subject to any externally imposed capital requirements.

37.1.1 Gearing ratio

The gearing ratio at the end of the reporting period was as follows:

Note: Investment in subsidiaries and Joint Ventures RS,31,725 Lakhs (RS, 28,426 Lakhs) is shown at cost in balance sheet as per the Ind AS 27 "Separate Financial Statements"

37.3 Financial risk management objectives

The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk, credit risk and liquidity risk.

37.4 Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The company is exposed to Equity Price risks arising from its Equity investments. However all the Equity investments in Group companies are strategic in nature and held for long term period rather than for trading purposes.

37.5 Foreign Currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.

The carrying amounts of the company''s foreign currency denominated monetary assets at the end of the reporting period are as follows:

37.5.1 Foreign Currency sensitivity analysis

The following table details the company''s sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the rupee depreciates 5% against the relevant currency. For a 5% appreciation of the rupee against the relevant currency, there would be a comparable impact on the profit or equity.

This is mainly attributable to the exposure outstanding on Foreign Currency receivables and investment in the Company at the end of the reporting period.

The Company''s sensitivity to foreign currency has increased during the current year mainly due to new investment.

In management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

37.6 Interest rate risk management

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

37.6.1 Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. The analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

If interest rate had been 50 basis points higher/lower and all other variables were held constant, the company''s:

- profit for the year ended March 31, 2019 would decrease/increase by Rs,9.49 Lakhs (Rs,9.56 Lakhs). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings; and

The Company''s sensitivity to interest rates has increased during the current year mainly due to the increase in variable rate borrowings.

37.7 Other price risks

The company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The company doesn''t actively trade these investments.

37.7.1 Equity Price Sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If the fair value had been 5% higher/lower:

- profit for the year ended March 31, 2019 would increase/decrease by Rs,93.39 Lakhs ( Rs,51.32 Lakhs) as a result of the changes in fair value of equity investments which have been irrevocably designated at FVTOCI

37.8 Credit risk management

Trade receivables consist of receivables from group companies. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

37.9 Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company''s short-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

37.9.1 Liquidity and interest risk tables

The following tables detail the company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March 2019

'' Lakhs

The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March 2018:

37.10 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The directors consider that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

The fair values of the non current financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

5. Segment Reporting

The Company holds strategic investments in subsidiaries and joint ventures (collectively called “the Group”) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per Ind AS 108'' “Segment Reporting”.

6. Approval of financial statements

The financial statements were approved for issue by the Board of Directors on May 27, 2019.

7. Previous year''s figure

The figures for the previous year have been regrouped wherever necessary to conform to current year''s classification.


Mar 31, 2018

1 Corporate Information

Rane Holdings Limited (“RHL” or “the Company”) is the holding company whose main activity is investing in Rane group Companies that are engaged primarily in the manufacturing/marketing of components and providing technological services for the transportation industry, mainly the automotive sector. The Rane Group’s investment profile includes subsidiaries, joint ventures and associate. 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.

Note:

1. All the land and buildings held by the company as on 31 March, 2018 and 31 March, 2017 are free of lien except land mortgaged for loan availed from Tata Capital Financial Services Limited (refer note 17 “Borrowings”).

2. Moveable fixed assets are mortgaged for working capital facility with Citi Bank N.A.

3. Capital work in progress represents building under construction.

Note:

2.1 Rane (Madras) Limited, subsidiary company (RML), issued and allotted, on a preferential basis to the Company, 10,96,892 equity shares of Rs.10/- each at a price of Rs.547/- per share and 365,630 warrants at a price of Rs.547/- each compulsorily convertible into 365,630 equity shares of Rs.10/- each at a price of Rs.547/- per share before March, 2019 upon subscription of the balance amount of Rs.1,500 lakhs. The Company had invested Rs.6,500 lakhs in RML by way of subscription to the preferential allotment of equity shares and warrants compulsorily convertible into equity shares Rs.6,000 lakhs towards preferential allotment and Rs.500 lakhs towards warrant subscription price, being 25% of issue price, for convertible warrants).

2.2 The Company has acquired 69.41% equity shares of Telematics 4U Services Private Limited (T4U) by way of subscription to a preferential allotment of 11,57,000 Equity shares of Rs.10/- each at face value. Consequently, T4U became a subsidiary of the Company with effect from September 1, 2017. The Company has also further invested an aggregate sum of Rs.1,850 lakhs during the year ended March 31, 2018, by way of subscription to a preferential allotment of 0.01% Compulsorily Convertible Preference Shares issued by T4U.

2.3 During the year 2016-17, the company has divested its entire holding of 6,11,399, equity shares of Rs.10/- each fully paid up of M/s SasMos HET Technologies Limited.

2.4 The Company has invested Rs.1,026 lakhs (USD 1,575,000) in AutoTech Fund I, LP towards its share of capital contribution as one of the Limited partners in the Fund.

2.5 The shareholders of RBL had approved an amendment in the year 2009-10, to the articles of association of the company which authorizes, the Company to appoint majority of the Board of Directors of the company. As a result RBL has become a board controlled subsidiary of the Company.

Note:

The company’s receivables are predominantly from its subsidiary companies, joint venture companies and associate. The company had not experienced doubtful debts in earlier years, therefore there is no credit risk and thus no provision for doubtful debts are made.

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, cheques and drafts on hand. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the balance sheet as above.

The Company has one class of equity share having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. Repayment of capital on liquidation will be in proportion to the number of equity shares held.

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies Act, 2013 and rules made thereunder.

Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purposes.

The capital redemption reserve represents amount transferred from Statement of Profit and Loss in accordance with Sec 55(2)(c) of the Companies Act, 2013 on redemption of preference shares in the prior years.

On 26 February, 2018, an interim dividend of Rs.5.50 per share (total dividend Rs.785.28 Lakhs) was paid to the holders of fully paid equity shares.

In respect of the year ended 31 March, 2018, the directors propose that a dividend of Rs.9 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is Rs.1,285 Lakhs.

Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2018, 31 March 2017 and 01 April 2016.

The company has financial risk management policies in place to ensure that all payables are paid within the agreed credit terms.

3.1 The Company had accrued for an amount of Rs.59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease which had been surrendered during 2008-09.

4 Employee Benefit Plans

A. Defined contribution plans

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.

(a) Provident fund and pension

I n accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’salary.

(b) Superannuation fund

The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.

The Company contributes up to 15% of the eligible employees’salary to LIC every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.

The total expense recognised in profit or loss of Rs.80 Lakhs (for the year ended 31 March 2017: Rs.87 Lakhs) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March, 2018, contributions of Rs.13 Lakhs (as at 31 March, 2017: Rs.15 Lakhs ) due in respect to 2017-18 (2016-17) reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.

B. Defined benefit plans:

The defined benefit plans operated by the Company are as below:

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Notes:

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

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

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

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

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior year.

Defined benefit liability and employer contributions

The weighted average duration of the defined benefit obligation is 5.3 years (2017-5.6 years, 2016-4.9 years). The expected maturity analysis of undiscounted gratuity is as follows:

(b) Compensated absences

The leave obligations cover the Company’s liability for earned leave.

The amount of provision of Rs.130 Lakhs (31 March, 2017 - Rs.146 Lakhs, 01 April, 2016 - Rs.127 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

Notes:

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

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

5 Amount Spent on CSR Activities

i. Gross amount required to be spent by the company during the year is Rs.75.40 Lakhs (Rs.69.70 Lakhs)

ii. Amount spent during the year on revenue expenditure is Rs.125.40 Lakhs (Rs.69.70 Lakhs)

6 Operating Leases Cancellable Leases :

The company has entered into lease agreements for office space and accomodation for business purposes.The lease rentals debited to the Statement of Profit and Loss is Rs.16 Lakhs for the year ended 31 March, 2018 (PY Rs.27 lakhs)

Non-cancellable Leases :

The company has entered into Non- cancellable leases agreements for certain office equipments and vehicles for a period ranging from one year to five year

The payments under Non - cancellable operating leases for the year ended 31 March, 2018 is Rs.189 lakhs considered under other expenses out of which Rs.101 lakhs is included in IS expenses and Rs.88 lakhs is included in Rent.

7 Notes for First Time Adoption:

These are the Company’s first financial statements prepared in accordance with Ind AS. The Company has prepared opening balance sheet as per Ind AS as of 01 April, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS measurement of recognised assets and liabilities. However, this principle is subject to certain mandatory exceptions and certain optional exemptions availed by the Company. Applicable mandatory exemptions and optional exemptions are as under:

1. Mandatory exceptions:

Estimates:

The estimates as at 01 April, 2016 and as at 31 March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP(after adjustments to reflect any differences in accounting policies).

2. Optional Exemptions:

a. Deemed cost for property, plant and equipment and intangible assets

The Company has elected to continue with the carrying value of all its property, plant and equipment and intangible assets recognised as on 01 April, 2016 measured as per the previous GAAP and use that carrying value as its deemed costs as of transition date.

b. Investment in subsidiaries:

The company has elected this exemption and opted to continue with the carrying value of investment in subsidiaries as recognised in its Indian GAAP financials, as deemed cost at the date of transition.

c. Business Combinations:

I nd AS 103 Business Combinations has not been applied to acquisitions of subsidiary companies, joint venture companies and associates which are considered business under Ind AS that occurred before 01 April, 2016. Use of this exemption means that the Indian GAAP carrying amounts of assets and liabilities, that are required to be recognised under Ind AS, is their deemed cost at the date of the acquisition. After the date of acquisition measurement is in accordance with respective Ind AS.

d. Classification of debt instruments

The Company has determined the classification of debt instruments in terms of whether they meet the amortised cost criteria or the FVTOCI criteria based on the facts and circumstances that existed as of the transition date.

e. Determining whether an arrangement contains a lease

The Company has applied Appendix C of Ind AS 17 for determining whether an arrangement contains a Lease to determine whether an arrangement existing at the transition date contains a lease on the basis of facts and circumstances existing at that date.

1.1 Notes to first time adoption

a. Under previous GAAP, investment in preference shares of Rane (Madras) Limited, recorded at cost of Rs.600 Lakhs and considered under long term investment. This investment is now recognized at fair value of Rs.823 Lakhs and reclassified as loans under financial assets as per Ind AS requirement. The differential value of Rs.223 Lakhs is recognized as Ind AS transition reserve in other equity.

b. Under previous GAAP, dividend income of Rs.56 Lakhs from preference shares of Rane (Madras) Limited, recorded as income on receipt basis. As per Ind AS, this dividend income has been classified as interest income and recognised on accrual basis. The effect of the same was considered as Ind AS transition reserve in other equity.

c. Under Previous GAAP, actuarial (gains) / losses arising out of remeasurement of defined benefit obligation were recognized as employee benefits expense in the statement of profit and loss. Under Ind AS, such re-measurement of (gains) / losses are recognized in OCI.

d. Previous year IGAAP figures are classfied as per Ind AS.

8. Financial Instruments

8.1 Capital management

The company manages it’s capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. The company isn’t subject to any externally imposed capital requirements.

The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances as detailed in notes 17, 19 and 13.a.) and total equity of the Company.

The Company is not subject to any externally imposed capital requirements.

8.1.1 Gearing ratio

The gearing ratio at the end of the reporting period was as follows:

8.2 Financial risk management objectives

The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk, credit risk and liquidity risk.

8.3 Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The company is exposed to Equity Price risks arising from its Equity investments. However all the Equity investments in Group companies are strategic in nature and held for long term period rather than for trading purposes.

8.4 Foreign Currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company currently does not hedge or use derivative financial instruments to mitigate foreign exchange related risk exposures.

The carrying amounts of the company’s foreign currency denominated monetary assets at the end of the reporting period are as follows:

8.4.1 Foreign Currency sensitivity analysis

The following table details the company’s sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the rupee depreciates 5% against the relevant currency. For a 5% appreciation of the rupee against the relevant currency, there would be a comparable impact on the profit or equity.

The Company’s sensitivity to foreign currency has increased during the current year mainly due to new investment.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

8.5 Interest rate risk management

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

8.5.1 Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period. The analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rate had been 50 basis points higher/lower and all other variables were held constant, the company’s:

- profit for the year ended 31 March, 2018 would decrease/increase by Rs.9.56 Lakhs (for the year ended 31 March, 2017: decrease/ increase by Rs.7.60 Lakhs). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings; and

The Company’s sensitivity to interest rates has increased during the current year mainly due to the increase in variable rate borrowings.

8.6 Other price risks

The company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The company doesn’t actively trade these investments.

8.6.1 Equity Price Sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If the fair value had been 5% higher/lower:

- profit for the year ended 31 March, 2018 would increase/decrease by Rs.51.32 Lakhs as a result of the changes in fair value of equity investments which have been irrevocably designated at FVTOCI

8.7 Credit risk management

Trade receivables consist of receivables from group companies. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

8.8 Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company’s short-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

8.8.1 Liquidity and interest risk tables

The following tables detail the company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at 31 March, 2018.

8.9 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements approximate their fair values.

The fair values of the non current financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

9. Segment Reporting

The Company holds strategic investments in subsidiaries and joint ventures (collectively called “the Group”) that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per Ind AS 108’“Segment Reporting.

10. Approval of financial statements

The financial statements were approved for issue by the Board of Directors on 07 May, 2018.

11. 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, 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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