General information about company

Scrip code532661
NSE SymbolRML
MSEI SymbolNOTLISTED
ISININE050H01012
Name of the entityRANE (MADRAS) LIMITED
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterYearly
Date of Report31-03-2024
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 2000 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrGANESH LAKSHMINARAYANAADPG6123F00012583Non-Executive - Non Independent DirectorChairperson related to Promoter18-03-1954
2MrHARISH LAKSHMANAAVPH7985E00012602Non-Executive - Non Independent DirectorNot Applicable12-02-1974
3MrPRADIP KUMAR BISHNOIADPPB8344L00732640Non-Executive - Independent DirectorNot Applicable03-07-1951
4MrN RAMESH RAJANACSPN8579K01628318Non-Executive - Independent DirectorNot Applicable05-07-1957
5MrsVASUDHA SUNDARARAMANAAJPS6472R06609400Non-Executive - Independent DirectorNot Applicable10-11-1957
6MrVIKRAM TARANATH HOSANGADYAABPH8596B09757469Non-Executive - Non Independent DirectorNot Applicable03-09-1973

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)]Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA31-03-200429-06-20225182
2NA31-03-200426-07-20236242
3NA24-10-201620-07-2021894460
4NA21-05-202121-05-2021345575
5NA29-06-202229-06-2022213330
6NA16-03-202316-03-2023125220


Text Block

Textual Information(1)

1. For the purpose of determining the Membership in Audit Committee / Stakeholders' Relationship Committee, all Public Limited Companies, whether listed or not, have been considered, in terms of Regulation 26(1) of SEBI LODR.



2. The number of membership in Audit and Stakeholders' Relationship Committee includes positions held as Chairperson.

3. For the purpose of Reg. 17A(1) of SEBI LODR - Directorship in debt listed entities, if any, have also been considered.




Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)

1. The composition of Risk management Committee in addition to directors includes below mentioned senior managerial personnel as member:

1) Gowri Kailasam - President & Manager

2) Aditya Ganesh - President

2. The Risk management Committee was re-constituted to include Aditya Ganesh - President, LMCI as Member with November 01, 2023 in the place of D Sundar - President, LMCI who retired with effect from closure of business hours on October 30, 2023.



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101628318N RAMESH RAJANNon-Executive - Independent DirectorChairperson29-06-2021
200732640PRADIP KUMAR BISHNOINon-Executive - Independent DirectorMember05-08-2017
300012583GANESH LAKSHMINARAYANNon-Executive - Non Independent DirectorMember29-06-2021
406609400VASUDHA SUNDARARAMANNon-Executive - Independent DirectorMember16-03-2023


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101628318N RAMESH RAJANNon-Executive - Independent DirectorChairperson30-06-2022
200732640PRADIP KUMAR BISHNOINon-Executive - Independent DirectorMember16-03-2023
300012602HARISH LAKSHMANNon-Executive - Non Independent DirectorMember29-06-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100012602HARISH LAKSHMANNon-Executive - Non Independent DirectorChairperson29-06-2021
201628318N RAMESH RAJANNon-Executive - Independent DirectorMember29-06-2021
300732640PRADIP KUMAR BISHNOINon-Executive - Independent DirectorMember22-01-2019


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100012583GANESH LAKSHMINARAYANNon-Executive - Non Independent DirectorChairperson01-06-2021
200012602HARISH LAKSHMANNon-Executive - Non Independent DirectorMember01-06-2021
300732640PRADIP KUMAR BISHNOINon-Executive - Independent DirectorMember01-06-202115-02-2024
401628318N RAMESH RAJANNon-Executive - Independent DirectorMember15-02-2024


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100012583GANESH LAKSHMINARAYANNon-Executive - Non Independent DirectorChairperson20-03-2014
200012602HARISH LAKSHMANNon-Executive - Non Independent DirectorMember29-06-2021
306609400VASUDHA SUNDARARAMANNon-Executive - Independent DirectorMember16-03-2023


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
130-10-2023Yes663
225-01-202486Yes663
309-02-202414Yes663
420-03-202439Yes653



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee30-10-2023Yes4430
2Audit Committee25-01-202486Yes4430
3Audit Committee09-02-202414Yes4430
4Nomination and remuneration committee25-01-2024Yes3320
5Risk Management Committee06-03-202440Yes3312
6Stakeholders Relationship Committee30-10-2023Yes3320



Text Block

Textual Information(1)
1) There was no meeting of Stakeholders' Relationship Committee during the quarter ended March 31, 2024.
2) There was no meeting of Nomination & Remuneration Committee during the quarter ended December 31, 2023. Previous meeting of the Nomination & Remuneration Committee was held on July 07, 2023.
3) There was no meeting of Risk Management Committee during the quarter ended December 31, 2023. Previous meeting of the Risk Management Committee was held on September 12, 2023.



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes on related party transactions Textual Information(1)


Text Block

Textual Information(1)
All Related Party Transactions were within the Omnibus approvals of the Audit Committee and were in ordinary course of business and on arms length basis.



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)Yes
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryS Subha Shree
2DesignationCompany Secretary



Text Block

Textual Information(1)
The report of previous quarter ended December 31, 2023 was placed before the Board at their meeting held on January 25, 2024. The report for the quarter ended March 31, 2024 will be placed at the ensuing Board meeting.



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttps://ranegroup.com/rml-steering-and-linkage-business/
2Terms and conditions of appointment of independent directorsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
3Composition of various committees of board of directorsYeshttps://ranegroup.com/investors/rane-madras-limited-2/#RML_Board_Committee
4Code of conduct of board of directors and senior management personnelYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
6Criteria of making payments to non-executive directorsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
7Policy on dealing with related party transactionsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
8Policy for determining ‘material’ subsidiariesYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
9Details of familiarization programmes imparted to independent directorsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
10Email address for grievance redressal and other relevant detailsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-con-1
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-con-1
12Financial resultsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-fin-3
13Shareholding patternYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-2
14Details of agreements entered into with the media companies and/or their associatesNA

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
15.1Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-inv-1
15.2Audio or video recordings and transcripts of post earnings/quarterly callsYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-inv-1
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/#rml-inf-stk
18Credit rating or revision in credit rating obtainedYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-fin-6
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-fin-5
20Secretarial Compliance ReportYeshttps://ranegroup.com/wp-content/uploads/2023/05/RML_ASCR_May2023_sd.pdf/
21Materiality Policy as per Regulation 30 (4)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-con-5
23Disclosures under regulation 30(8)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/#rml-inf-stk
24Statements of deviation(s) or variations(s) as specified in regulation 32NA
25Dividend Distribution policy as per Regulation 43A(1)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-5
26Annual return as provided under section 92 of the Companies Act, 2013Yeshttps://ranegroup.com/investors/rane-madras-limited-2/?rml-cor-7
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeshttps://ranegroup.com/investors/rane-madras-limited-2/
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeshttps://ranegroup.com/investors/rane-madras-limited-2/


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)Yes
26Meeting of Risk Management Committee21(3A)Yes
27Quorum of Risk Management Committee meeting21(3B)Yes
28Gap between the meetings of the Risk Management Committee21(3C)Yes
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)NA
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)NA
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)NA
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)NA
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Disclosure of Shareholding by Non-Executive Directors26(4)Yes
47Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
48Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
49Vacancies in respect Key Managerial Personnel26A(1) & 26A(2)NA
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryS Subha Shree
2DesignationCompany Secretary



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryS Subha Shree
2DesignationCompany Secretary




Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them00
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them000
KMPs or any other entity controlled by them000

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them 000
KMPs or any other entity controlled by them000
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.YesTextual Information(3)
Name B Gnanasambandam
Designation CFO
Place Chennai
Date13-04-2024

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryS Subha Shree
Designation of personCompany Secretary
PlaceChennai
Date13-04-2024