Rane Holdings Ltd. — Audit Report / Information 2021

Jun 22, 2021

Registered Office: "Maithri", No. 132, Tel: 91 44 2811 2472 Cathedral Road, URL: www.ranegroup.com Chennai - 600 086, India CIN: L35999TN1936PLC002202

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Rane Holdings Limited

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//Online submission//

RHL/SE/17/2021-22 June 22, 2021

BSE Limited (BSE)	National Stock Exchange of India Limited (NSE)
Listing Centre	NEAPS
Scrip Code: 505800	Symbol: RANEHOLDIN

Dear Sir / Madam,

Sub: Submission of Annual Secretarial Compliance Report for the year ended March 31, 2021

Pursuant to regulation 24A of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February 2019, we are enclosing herewith the Annual Secretarial Compliance Report of the Company for the year ended March 31, 2021 issued by Mr. K Sriram, Partner, M/s. S Krishnamurthy & Co., Practicing Company Secretaries.

This is for your information and record.

Thanking you.

For Rane Holdings Limited

Siva Chandrasekaran Secretary SIVA CHANDRAS EKARAN Digitally signed by SIVA CHANDRASEKARAN Date: 2021.06.22 11:53:04 +05'30'

Encl.: a/a

S. Krishnamurthy & Co.. Company Secretaries

Secretarial Compliance Report of RANE HOLDINGS LIMITED for the year ended 31st March 2021

[Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019]

To,

Rane Holdings Limited [CIN: L35999TN1936PLC002202] "Maithri", No.132, Cathedral Road, Chennai - 600 086.

A. We, S. KRISHNAMURTHY & CO., Company Secretaries, have examined:

• all the documents and records made available to us and explanations/representations $(a)$ provided by RANE HOLDINGS LIMITED ('the listed entity');
• $(b)$ the filings/ submissions made by the listed entity to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), where its equity shares are listed ('the stock exchanges');
• $(c)$ website of the listed entity; and
• other relevant documents/filings which have been relied upon to make this $(d)$ certification,

for the year ended 31^st March 2021 ('review period') in respect of compliance with the provisions of:

• $(a)$ the Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations, circulars and guidelines issued thereunder; and
• $(b)$ the Securities Contracts (Regulation) Act, 1956 ('SCRA'), rules made thereunder and the Regulations, circulars and guidelines issued thereunder by the Securities and Exchange Board of India ('SEBI').
• B. The Specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, are:
• $\mathcal{L}$ (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• $(b)$ Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• $(c)$ Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
• $(d)$ Other regulations applicable:
  • The Securities and Exchange Board of India (Depositories and Participants) $(i)$ Regulations, 2018.

"SHRESHTAM", Old No.17, New No.16, Pattammal Street, Mandaveli, Chennai - 600 028. (044) 42074012/ 24611440 sriram.krishnamurthy@rediffmail.com skco.cs@gmail.com

Secretarial Compliance Report of

RANE HOLDINGS LIMITED for the year ended 31st March 2021

• C. Based on the above examination and the information, explanations and representations provided to us by the listed entity, its officers, agents and authorised representatives during such examination, we hereby report that, during the review period:
• The listed entity has complied with the provisions of the above Regulations and circulars/ $(a)$ guidelines issued thereunder.
• The listed entity has maintained records under the provisions of the above (b) Regulations and circulars/ guidelines issued thereunder insofar as it appears from our examination of those records.
• $(c)$ No action has been taken against the listed entity/ its promoters/ directors/ material subsidiaries, either by SEBI or by the Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder.
• As there were no observations in the previous reports for the financial years ended $(d)$ 31^st March 2019 and 31^st March 2020, the requirement to report on the actions taken by the listed entity to comply with the observations made therein does not arise.
• $(e)$ The following SEBI Regulations were not applicable to the listed entity during the review period:
  • (i) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
  • (ii) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013;
  • (iii) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
  • (iv) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; and
  • (v) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.
  • $(f)$ The terms of appointment of the Statutory Auditors of the listed entity and its material subsidiaries are in compliance with the provisions of Para 6(A) and Para 6(B) of SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019.

This report has to be read along with our submissions in Annexure 'A' hereto.

For S. KRISHNAMURTHY & CO.,

Company Secretaries (Peer Review Certificate Ng.739/2020)

TON

K SRIRAM Partner Membership No.:F6312 Certificate of Practice No.: 2215 UDIN: F006312C000377474

Place: Chennai Date: 27th May 2021

$\tilde{z}$

Secretarial Compliance Report of

RANE HOLDINGS LIMITED for the year ended 31st March 2021

Annexure - A to Secretarial Compliance Report of even date

To,

Rane Holdings Limited [CIN: L35999TN1936PLC002202] "Maithri", No.132, Cathedral Road. Chennai - 600 086.

Our Secretarial Compliance Report of even date for the financial vear ended 31^st March 2021 is to be read along with this letter.

• The management of the listed entity is responsible for maintenance of records and $1.$ compliance with the provisions of the Securities and Exchange Board of India Act, 1992 ('SEBI Act'), the Securities Contracts (Regulation) Act, 1956 ('SCRA'), the Rules made thereunder and the Regulations, circulars and guidelines issued thereunder by the Securities and Exchange Board of India ('SEBI').
• 1. We have followed such audit practices and processes as we considered appropriate to obtain reasonable assurance about the correctness of the contents of the said records.
• 1. While forming an opinion on compliance and issuing this report, we have taken an overall view based on the compliance process and procedures followed by the listed entity, and also considered compliance related actions taken after 31^st March 2021, but before the issue of this report.
• $\overline{4}$ We have considered compliance related actions taken by the listed entity based on independent legal/ professional opinion obtained, as being in compliance with law, wherever there was scope for multiple interpretations.
• 1. We have verified the records furnished to us on a test basis to see whether the correct facts are reflected therein. We have also examined the compliance procedures followed by the
• $\tilde{Z}$ listed entity on a test basis. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
• We have not verified the correctness and appropriateness of financial records and books of 6. accounts of the listed entity.
• 1. We have obtained the Management's representation about compliance of rules, regulations. circulars and guidelines issued by SEBI under SEBI Act and SCRA, and the happening of events, wherever required.

Secretarial Compliance Report of RANE HOLDINGS LIMITED for the year ended 31st March 2021

Our Secretarial Compliance Report is neither an assurance as to the future viability of the 8. listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For S. KRISHNAMURTHY & CO.,

Company Secretaries (Peer Review Certificate No.739/2020)

ran

K SRIRAM

Partner

Membership No.: F6312

Certificate of Practice No.: 2215 UDIN: F006312C000377474

Place: Chennai Date: 27th May 2021

$\tilde{r}$