Rane (Madras) Ltd. — Board/Management Information 2020

Jun 18, 2020

Registered Office Tel: 91 44 2811 2472 "Maithri" Fax: 91 44 2811 2449 132, Cathedral Road, URL:www.ranegroup.com Chennai 600 086, India. CIN: L65993TN2004PLC052856

Rane (Madras) Limited

__________________________________________

//Online Submission//

RML / SE/13/2020-21 June 18, 2020

BSE Limited	National Stock Exchange of India Ltd.
Listing Centre	NEAPS
Scrip Code: 532661	Symbol: RML

___________________________________________

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)

M/s Deloitte Haskins and Sells (DHS), Chartered Accountants, are the Statutory Auditors of both the Company and the holding company, viz., Rane Holdings Limited (RHL). In their second term they hold office till the conclusion of 18th Annual General Meeting (AGM 2022) of the Company.

DHS as Statutory Auditors of RHL, the holding company, would be completing the statutorily prescribed ten years' period in two consecutive terms at the RHL's upcoming AGM 2020.

Under the rotation of auditor's requirements, RHL is in the process of identifying and appointing a suitable entity as statutory auditors and have informed the Company that they have currently shortlisted M/s BSR & Co., LLP, Chartered Accountants, as a suitable firm.

Regulation 33 of SEBI LODR Regulations read with guidance issued by SEBI prescribe procedures to be followed by the holding company's statutory auditors, viz., Standard on Auditing (SA) 600 - "Using the Work of Another Auditor" and the Guidance Note on Audit of Consolidated Financial Statements issued by the Institute of Chartered Accountants of India (ICAI).

In order to effectively perform the audit procedures as per the aforementioned regulatory framework(s), and also to rationalize the efforts and costs involved, it is proposed to appoint the statutory auditor of the holding company also as the statutory auditors of the Company.

DHS has agreed to our proposal of having a common statutory auditor for holding and subsidiary companies and expressed their intent to resign as statutory auditors of the Company effective from the

Continuation Sheet …

conclusion of the ensuing 16th AGM 2020. The audit committee and the board of directors of the Company have taken note of this letter of intent at their respective meetings held on June 18, 2020.

Also, as per the recommendations of the Audit Committee at its meeting held on June 18, 2020, the board of directors have considered the appointment of M/s BSR & Co., LLP, Chartered Accountants, as the Statutory Auditors of the Company and have recommended the same to the shareholders for approval at the ensuing 16th AGM 2020.

The disclosure regarding the proposed change in statutory auditors as per the provisions of SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed to this letter.

We wish to confirm that in terms of SEBI circular no.CIR/CFD/CMD1/114/2019 dated October 18, 2019, DHS would be issuing audit report for the financial year ended March 31, 2020 as well the limited review report for the first quarter of the financial year 2020-21 i.e. for quarter ending June 30, 2020. Therefore, they would be submitting their formal letter of resignation in compliance with the said SEBI circular dated October 18, 2019 only after issuing the limited review report for the first quarter ending June 30, 2020. The format of information to be obtained from the statutory auditor would be obtained and submitted upon their resignation after issue of the limited review report for quarter ending June 30, 2020.

The above information may please be taken on record as compliance with Regulation 30 of SEBI LODR.

Thanking you,

Yours sincerely, Rane (Madras) Limited

S SUBHA SHREE Digitally signed by S SUBHA SHREE Date: 2020.06.18 20:45:45 +05'30'

S Subha Shree Secretary

Encl.: a/a

Annexure to letter RML / SE/13/2020-21 dated June 18, 2020

Disclosure regarding the proposed change in statutory auditors as per the provisions of SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015

Particularsregarding	Intention to resign	Appointment
the change
Details of the Statutory	DeloitteHaskinsandSells,	BSR & CO., LLP, Chartered
Auditor	Chartered Accountants	Accountants
	Firm Registration No.008072S	FirmRegistrationNumber:
		101248W/W100022
Reason for change viz.	Considering the Company's proposal to have common statutory
appointment, resignation,	auditors both forthe Companyandthe holding Company,to
removal,deathor	effectively perform the audit procedures by the holdingcompany's
otherwise;	auditors under SEBI LODR regulations.
Dateof	Expressedintentiontoresign	Appointmentproposedfor
appointment/cessation	effective from the conclusion of the	shareholders'approval
(as applicable) & term of	ensuing 16th AGM2020.	effective from the conclusion
appointment;		of the ensuing 16th AGM 2020
		till the conclusion of 20th AGM
		2025.
Brief profile (in case of	NA	BSR & Co, LLP,having firm
appointment);		registration no. FRN / Mem
		No.101248W / W100022is a
		member entity of BSR &
		Affiliates,anetwork
		registered with the Institute of
		CharteredAccountantsof
		India.
		BSR&Co.,LLPhave
		experience in audit across
		S&P BSE 30, S&P BSE 100
		and S&P BSE 200 indices.
		BSR&Co.,LLPhas
		expertiseworkingwith
		automotivesectorofthe
		country and internationally.
		BSR&Co.,LLPhave
		confirmed that they full-fill all
		theeligibilitycriteria
		envisaged under Companies
		Act, 2013 and SEBI LODR to
		hold the office and perform
		the role of statutory auditor of
		theCompanyeffectively.
		They hold a valid peer review
		certificate which is valid upto
		July 1, 2022.