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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 505800ISIN: INE384A01010INDUSTRY: Holding Company

BSE   ` 1344.30   Open: 1322.80   Today's Range 1313.55
1347.90
+23.85 (+ 1.77 %) Prev Close: 1320.45 52 Week Range 874.15
1385.00
Year End :2022-03 

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.