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Rexnord Electronics & Controls Ltd.

BSE: 531888 Sector: Engineering
NSE: N.A. ISIN Code: INE687C01012
BSE 00:00 | 29 Sep 24.15 -0.65
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NSE 05:30 | 01 Jan Rexnord Electronics & Controls Ltd
OPEN 25.00
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VOLUME 2779
52-Week high 34.30
52-Week low 14.05
P/E 11.72
Mkt Cap.(Rs cr) 27
Buy Price 24.15
Buy Qty 480.00
Sell Price 26.00
Sell Qty 650.00
OPEN 25.00
CLOSE 24.80
VOLUME 2779
52-Week high 34.30
52-Week low 14.05
P/E 11.72
Mkt Cap.(Rs cr) 27
Buy Price 24.15
Buy Qty 480.00
Sell Price 26.00
Sell Qty 650.00

Rexnord Electronics & Controls Ltd. (REXNORDELECTR) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 31st Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended March31 2019. The consolidated performance of the company and its Subsidiary has been referredto wherever required.

1. FINANCIAL HIGHLIGHTS:

(Rs in Lakhs except EPS)

Particulars

Standalone

Consolidated

As at March 31 2019 As at March 31 2018 As at March 31 2019 As at March 31 2018
Total Revenue 6348.68 5864.46 6345.35 5864.46
Profit before Interest depreciation and amortization 829.47 725.34 825.49 724.68
Finance Cost 123.65 92.31 123.66 92.31
Profit before Depreciation and amortization 705.82 633.03 701.83 632.37
Depreciation and amortization 154.85 148.99 154.96 148.99
Profit before exceptional items & tax 550.97 484.04 546.87 483.38
Exceptional items -- -- -- --
Profit / (Loss) before tax 550.97 484.04 546.87 483.38
Tax Expense 155.16 139.90 155.16 139.90
Net Profit / (Loss) after tax 395.81 344.14 391.71 343.48
Other comprehensive Income (Net of Tax) (0.48) 0.01 (0.48) 0.01
Total Comprehensive Income 395.33 344.15 391.23 343.49
Earning per Equity Share
Basic 3.55 3.08 3.51 3.08
Diluted 3.55 3.08 3.51 3.08

2. GRAPH OF THE FINANCIAL HIGHLIGHTS (STANDALONE) FOR THE LAST FEW YEARS

3. COMPANY OVERVIEW:

Your Company is one of India's leading manufacturing companies present in the ShadedPole motor and Fans segment. It manufactures and markets a wide range of products rangingfrom AC Axial Fans DC Brushless Fans Exhaust Fans Shaded Pole Motors and Energy savingfans.

Your Company remains focussed on three key objectives - growing sales faster than themarket operating profits in line with sales and ensuring maximum productivity. It expectsgrowth to remain robust across all key segments with a combination of product innovationand driving go-to- market better and across more geographies. On a macro note rising GDPgrowth increasing urbanisation consumerism among the affluent segment rising disposableincomes and improving electrification across India is seen driving macro growth.

Your Company is integrating technology with its core business to streamline andstrengthen its supply chain. It has realigned the end-to- end supply chain foroptimisation under the new tax regime with the aim of maintaining quality and costcontrol and ensuring better availability and service to the customers. Its Sales andOperational Planning enables it to forecast sales in terms of value and volume andcalibrate that with Sales Team for supply sufficiency while keeping control on workingcapital.

Your Company is the market leader in Fans and Motors segment and has reported fasterthan industry growth during the year. It grew its market share driven by several keyinitiatives especially in the energy saving segment.

A wide range of Fans and Motors were introduced during the year with a clear aim ofproviding meaningful consumer benefits to consumers in terms of saving energy andproviding value for money.

Moving forward your Company will continue its aim of filling the gaps in the portfolioby introducing technologically advanced products and better designs.

4. FINANCIAL REVIEW:

On Standalone Basis: Your Company achieved a Total Revenue of Rs 6348.68 lakhs asagainst Rs 5864.46 lakhs in the previous Year. The total expenditure during the Year underreview was Rs 5797.71 lakhs as against Rs 5380.42 lakhs in the previous Year. The Profitbefore tax was Rs 550.97 lakhs as against Rs 484.04 lakhs in the previous year and the NetProfit after tax was Rs 395.81 lakhs as against Rs 344.14 lakhs in the previous Year.

On Consolidated Basis: Your Company achieved a Total Revenue of Rs 6345.35 lakhs asagainst Rs 5864.46 lakhs in the previous Year. The total expenditure during the Year underreview was Rs 5798.48 lakhs as against Rs 5381.08 lakhs in the previous Year. The Profitbefore tax was Rs 546.87 lakhs as against Rs 483.38 lakhs in the previous and the NetProfit after tax was Rs 391.71 lakhs as against Rs 343.48 lakhs in the previous Year.

5. FUTURE OUTLOOK:

Five-Dimensional Growth Strategy:

Your Company's strategic objective is to grow faster than the market in each of itsProduct lines. It focusses on developing a robust and wide product portfolio creatingbrand excellence adopting an effective go-to-market approach and developing operationaland organisational excellence.

> Brand Excellence: Your Company has been investing in the brand to create awarenessand develop the market with innovative products. With a focus on enhancing brandrecognition it is stepping up brand investment through innovative and sustained brandcampaigns to achieve the targeted outcome.

> Portfolio Excellence: Your Company remains focussed on product innovation withconsumer needs. Based on its learning's it has developed energy-efficient productsimproving product aesthetics and communicating the inherent durability promise. It hasworked on products for specific consumer need.

> Go-to-Market Excellence: Your Company's Go-To-Market strategy is aimed towardsexpanding distribution reach beyond Tier 1 and 2 cities and increasing market presence inuntapped markets. This initiative is now being deployed pan-India. The focus is oncreating a widespread reach and brand awareness.

> Operational Excellence: Your Company's aim is to deliver the best product qualityat lowest cost and improve product availability. The drive on cost optimisation is aimedtowards value engineering new designs alternative material usage and negotiation withvendors.

> Organisational Excellence: Your Company looks to enable the key impact areasthrough capability development across functions and enhancing leadership development. Thefocus is on employee empowerment through transparency training and clear expectations andnurturing employee engagement trough out the organisation.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has closed its Branch office situated in Singapore due tonon-commencement of business.

7. DIVIDEND:

To consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 31 2019.

8. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned duringthe Financial Year 2018-2019.

9. DEPOSITS:

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.

10. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at March 31 2019 was Rs 1116 Crores divided into11160000 Equity shares having face value of Rs 10/each fully paid up. During the Yearunder review the Company has not issued any shares with differential voting rightsneither granted any stock options nor sweat equity.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans given and investment made by the Company which are required to bedisclosed in the financial statements of the Company as per the provisions of section 186(4) of the Companies Act 2013 and Regulation 34 (3) read with Schedule V to the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the SEBI ListingRegulations) are as follows:

A. Details of investments made by the Company as on 31st March 2019:

i. Investments in Equity Shares of wholly owned subsidiary:

(Rs in Lakhs;
Name of entity Amount as at March 31 2019
Rexnord Enterprise Private Limited 10.00

ii. Investments in Debentures & Bonds:

(Rs In Lakhs;
Name of entity Amount as at March 31 2019
Reliance Securities Limited 25.63
Reliance Capital Limited 26.03

iii. Investments in Mutual Fund:

(Rs In Lakhs)
Name of entity Amount as at March 31 2019
AXIS Focused 25 Fund-Growth 19.82
TATA Equity P/E Fund Regular Plan-Growth 19.57
HDFC Capital Builder Value Fund-Growth 20.78

B. Details of loans given by the Company to its wholly owned subsidiary as on 31stMarch 2019:

(Rs In Lakhs)
Name of entity Amount as at March 31 2019
Rexnord Enterprise Private Limited 85.00

C. The company has not given any guarantee and provided any security in accordance withSection 186 of the Companies Act 2013 read with the Rules issued there under.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS

i) Composition:

The Board of Directors includes the Executive and Independent Directors so as to ensureproper governance and management. The Board consists of Five (5) Directors comprising ofTwo (2) Executive Director including One (1) Woman Director and Three (3) IndependentDirectors as on March 31 2019.

ii) Re-appointments:

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mrs. Nainy K Tanna Director of the Companyretires by rotation and being eligible has offered herself for reappointment.

iii) Resignation:

Mr. Ram Senhi and Mr. Ganapathy Dharmarajan resigned as Independent Directors w.e.f.April 1 2018 and May 7 2018 respectively. The Board of Directors has placed on recordits warm appreciation for the rich contribution made by them and the guidance provided bythem during their tenure as Independent Directors of the Company.

iv) Inductions I Appointments:

The Board has appointed Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasan asAdditional Directors on the Board of the Company in Independent capacity w.e.f. May 162018. Further Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasan were appointed asNon-Executive Independent Directors of the Company for a period of Five (5) years at the30th Annual General Meeting held on September 28 2018 (i.e. From May 16 2018to May 15 2023)

v) Key Managerial Personnel:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of Personnel Designation
1. Mr. Kishore Chand Talwar Chairman & Managing Director
2. Mr. Kundan Talwar Chief Financial Officer
3. *Mr. Krunal Wala Company Secretary & Compliance Officer
4. **Mrs. Shweta Kalantri Company Secretary & Compliance Officer

*Mr. Krunal Wala has resigned from the post of Company Secretary & ComplianceOfficer w.e.f. May 31 2018

** Mrs. Shweta Kalantri was appointed as a Company Secretary & Compliance Officerof the Company w.e.f. June 1 2018

13. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board the IndependentDirectors fulfill the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors havealso confirmed that they have complied with the Company's Code of Conduct.

14. SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has One (1) Wholly Owned Subsidiary Company i.e. Rexnord Enterprise PrivateLimited within the meaning of Section 2(87) of the Companies Act 2013.

The Subsidiary Company is carrying on the business of Agro & Trading Activities andthe Company holds 100% of the Equity Share Capital in Rexnord Enterprise Private Limitedas on March 31 2019.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of its Subsidiary Company in Form AOC-1 is attached with the FinancialStatements and forms part of this report and the Annual Report.

The Company does not have joint venture or associate companies within the meaning ofSection 2(6) of the Companies Act 2013.

15. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance withIndian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015. The Audited Consolidated Financial Statements of the Company for the yearended March 31 2019 along with Auditors' Report forms part of this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAudited Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.rexnordindia.com.

Further as per fourth proviso of the said section Audited Annual Accounts of thesubsidiary company have also been placed on the website of the Companywww.rexnordindia.com Shareholders interested in obtaining a copy of the Audited AnnualAccounts of the subsidiary company may write to the Company at the Company's registeredoffice.

16. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of theAct is annexed as Annexure ‘A' which forms an integral part of this Report and isalso available on the Company's website viz. www.rexnordindia.com

17. NUMBER OF MEETING:

a) Board of Directors

The Board of Directors met Eight (8) times in the financial year. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of the Annual Report.

b) Audit Committee

During the year Four (4) Audit Committee Meetings were convened and held. The AuditCommittee was reconstituted at the Board Meeting held on May 16 2018. The detailspertaining to composition of Audit Committee and the attendance of the Audit Committeemembers are provided in the Corporate Governance Report which forms part of the AnnualReport.

c) Nomination & Remuneration Committee

During the year Three (3) Nomination and Remuneration Committee Meetings were convenedand held. The Nomination and Remuneration Committee was reconstituted at the Board Meetingheld on May 16 2018. The details pertaining to composition of Nomination and RemunerationCommittee and the attendance of the Nomination and Remuneration Committee members areprovided in the Corporate Governance Report which forms part of the Annual Report.

d) Stakeholders Relationship Committee

During the year Four (4) Stakeholders Relationship Committee Meetings were convenedand held. The Stakeholders Relationship Committee was reconstituted at the Board Meetingheld on May 16 2018. The details pertaining to composition of Stakeholders RelationshipCommittee and the attendance of the Stakeholders Relationship Committee members areprovided in the Corporate Governance Report which forms part of the Annual Report.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(3)(c) of the Companies Act 2013 theDirectors confirm that:

(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

19. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations thecompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual directors on the basis of evaluation criteria suggestedby the Nomination and Remuneration Committee and the SEBI Listing Regulations.Accordingly the Board has carried out an evaluation of its performance after taking intoconsideration various performance related aspects of the Board's functioning compositionof the Board and its Committees culture execution and performance of specific dutiesremuneration obligations and governance. The performance evaluation of the Board as awhole Chairperson and Non-Independent Directors was also carried out by the IndependentDirectors in their meeting held on February 14 2019.

Similarly the performance of various committees individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.

20. POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment remuneration and other matters providedin Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of the Annual Report and is also available on theCompany's website viz. www.rexnordindia.com.

21. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business and in compliance withthe provisions of Section 188 of the Companies Act 2013 and SEBI Listing Regulations.Further disclosure in Form AOC - 2 is not given as the Company has not entered into anymaterial significant related party transactions with Promoters Key Managerial Personnelor other designated persons as per the materiality defined by the Board.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee for which Omnibus approval was obtained from the Committee and also before theBoard for approval.

The Policy for determining the materiality of related party transactions and dealingwith related party transactions as approved by the Board is uploaded on the Company'swebsite www.rexnordindia.com

22. AUDITORS:

a) Statutory Auditor

Members of the Company at the Annual General Meeting (‘AGM') held on September 12017 approved the appointment of M/s. Rakesh Soni & Co. Chartered Accountants (FirmRegistration No. 114625W) as the statutory auditors of the Company for a period of fiveyears commencing from the conclusion of the 29th Annual General Meeting held on September1 2017 until the conclusion of 34th AGM of the Company to be held in the year 2022.

The first proviso to section 139(1) of the Companies Act 2013 (the Act) has beenomitted vide section 40 of the Companies (Amendment) Act 2017 notified on May 7 2018.Therefore it is not mandatory for the Company to place the matter relating to appointmentof statutory auditor for ratification by members at every Annual General Meeting. Hencethe Company has not included the resolution for ratification of appointment of statutoryauditors in the Notice of AGM. However M/s. Rakesh Soni & Co. Chartered Accountantshas confirmed that they are eligible to continue as Statutory Auditors of the Company toaudit the books of accounts of the Company for the Financial Year ending March 31 2020and accordingly M/s. Rakesh Soni & Co. Chartered Accountants will continue to be theStatutory Auditors of the Company for Financial Year ending March 31 2020.

The Report given by M/s. Rakesh Soni & Co. Chartered Accountants on the financialstatements of the Company for the financial year 2018-2019 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committee hasappointed M/s. R. J. Rathi & Co. as internal auditors of the Company.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. GMJ & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is appendedas Annexure ‘B' and forms part of this report.

There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Secretarial Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3) (ca) of the Act.

d) Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade thereunder Cost Audit is not applicable to the Company for the Financial Year2018-2019 and 2019-2020.

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 for Corporate SocialResponsibility (CSR) have become applicable to the Company for the Financial Year2019-2020 and accordingly the Company has constituted the Corporate Social ResponsibilityCommittee.

The Corporate Social Responsibility Committee comprises of three (3) members Mr.Krishnamoorthy Krishnan Chairperson Mr. Ayyaswami Sundaram member and Ms. Nainy K.Tanna member.

The role of the committee has been defined as per section 135 of the Companies Act2013 read with The Companies (Corporate Social Responsibility Policy) Rules 2014 andSchedule VII thereof.

24. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode with revision made in accordance with the requirements of SEBI Listing Regulationshas been posted on the Company's website www.rexnordindia.com.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

25. PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information and Code of Conduct to regulate monitor andreport trading in securities of the Company by its employees and other connected persons.In Compliance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015 as amended time to time. The Board is responsible for implementation ofthe Code.

During the year aforesaid Codes were amended to align them with the amendments to SEBI(Prohibition of Insider Trading) Regulations 2015. As per the amended Codes the Companyhas also adopted requisite policies on determination of legitimate purpose and inquiry incase of leak or suspected leak of unpublished price sensitive information and the same areuploaded on the website of the Company.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure‘C' & ‘D' forms part of this Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal audit functions of the Company are carried outby a firm of Chartered Accountants. The scope and authority of the Internal Audit functionis defined by the Audit Committee. The Internal Auditors reports to the Chairperson of theAudit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal auditors the Company undertakes corrective action intheir respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

28. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING:

The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational. This includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance which are commensurate with the nature of itsbusiness and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation. The internal financial controls with reference to the financial statementswere adequate and operating effectively.

29. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in the strategy business and operational plans.

The Company has a Risk Management policy (a) to ensure that all the current and futurematerial risk exposures of the Company are identified assessed quantified appropriatelymitigated minimized and managed i.e. to ensure adequate systems for risk management (b)to establish a framework for the Company's risk management process and to ensure itsimplementation (c) to enable compliance with appropriate regulations wherever applicablethrough the adoption of best practices (d) to assure business growth with financialstability.

There are no risks which threaten the existence of the Company.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Companywww.rexnordindia.com

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has a Policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013".

During the financial year 2018-19 no complaint was received under the policy.

32. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given as under:

A. CONSERVATION OF ENERGY:

Efficient use of energy in all form has been a consistent corporate trust in theCompany. Better maintenance of equipment's improved operating practice and installationof most modern machinery has resulted in lot of saving in energy cost and consumption ofraw materials.

(i) The Company is consistently doing research in the field of saving energy byimplementing new cost-effective ideas. The steps taken during the year for conservation ofenergy are as under:

- Due consideration has been given to energy consumption while procuring equipment's.

- As a responsible Corporate Citizen and in adherence to our climate change strategyCompany is continuously taking effective steps to conserve energy.

- Except the emergency lights all lights and electrical gadgets are turned off afterworking hours and on holidays at office premises of the Company to help in minimizing theenergy consumption.

(ii) The Steps taken by the Company for utilizing alternate source of energy; TheCompany is constantly exploring avenues for cost saving as an ongoing process.

(iii) The Capital invested on energy equipment's: Nil

B. TECHNOLOGY ABSORPTION:

a) Research & Development

The Research & Development department of the Company has been arduously working toprovide quality and value for money to the customer in keeping with market trends.Research and Development is being carried out in the following areas.

• Making design modifications in the products so as to simplify the manufacturingprocess and enhance productivity.

• Developing Jigs Fixtures and devices to increase productivity.

• Improvements to tool design.

• Up gradation of machines.

• Design and development of special machines required for increasing capacity.

• Development of equipment required for testing product reliability at variousstages.

b) Technology absorption adaptation and innovation. Technology for the manufacture ofInstrument Cooling Fans of various sizes has been successfully absorbed.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditure during theFinancial Year 2018-19 are as under:

(Rs In Lakhs;
Particulars 2018-2019 2017-2018
Foreign Exchange Earning 798.18 841.77
Foreign Exchange Outgo 2209.35 2007.70

33. ENVIRONMENT AND SAFETY:

The Company is committed to:

• Maintain an organizational culture of Health Safety & Environmentalexcellence by conducting its business in a manner that will promote consistentdevelopment.

• Safe work resource conservation waste management and emergency responsemeasures for continual improvement in performance.

• Design construct operate & maintain its facilities while assuring the bestmaterial and service quality and operate in a way that mitigates and minimizes risks andhazards.

• Prevention of ill-health injuries and pollution by adopting best practicescarrying out periodic risk assessments reviews inspections and providing awareness toemployees and concerned stakeholders.

34. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository ServicesLimited (CDSL). As a result the investors have an option to hold the shares of the Companyin a dematerialized form in either of the two Depositories. The Company has been allottedISIN No. INE687C01012.

Shareholders' therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand on the date of this report.

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's operations infuture.

37. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 15(2) read with Schedule V of SEBI Listing Regulations theCorporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures "E" &"F". together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in ListingRegulations.

The Company is complying with the Regulations of SEBI Listing Regulations with regardto Corporate Governance and reports to that effect is regularly filed with the StockExchange.

38. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBIListing Regulations is not applicable to the Company for the financial year ending March31 2019.

39. FINANCIAL YEAR:

The Company and its subsidiary Company in India which have been following April toMarch as the Financial Year.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

41. ISO CERTIFICATION:

The Company's products are awarded as ISO 9001:2008 Certification.

42. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.

For and on behalf of the Board of Directors
REXNORD ELECTRONICS AND CONTROLS LIMITED
KISHORECHAND TALWAR
(DIN: 00351751)
Chairman & Managing Director
Registered Office:
92-D Govt. Ind. Estate
Charkop Kandivali (W)
Mumbai- 400 067
Dated: May 30 2019.