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Rexnord Electronics & Controls Ltd.

BSE: 531888 Sector: Engineering
NSE: N.A. ISIN Code: INE687C01012
BSE 00:00 | 23 May 30.00 -0.10
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NSE 05:30 | 01 Jan Rexnord Electronics & Controls Ltd
OPEN 33.75
PREVIOUS CLOSE 30.10
VOLUME 4101
52-Week high 58.00
52-Week low 28.00
P/E 8.50
Mkt Cap.(Rs cr) 33
Buy Price 29.50
Buy Qty 30.00
Sell Price 32.35
Sell Qty 50.00
OPEN 33.75
CLOSE 30.10
VOLUME 4101
52-Week high 58.00
52-Week low 28.00
P/E 8.50
Mkt Cap.(Rs cr) 33
Buy Price 29.50
Buy Qty 30.00
Sell Price 32.35
Sell Qty 50.00

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

Company director report

To

The Shareholders

It gives us immense pleasure to share with you an update on the performance of yourCompany for FY 2017-18 and present 30th Annual Report of the

Company. It was a metamorphic year in the history of India with the introduction of theGoods and Services Tax (GST) one of the biggest tax reform since Independence and awaitedsince the longest of times. GST has created a single national market and will benefit bothconsumers as well as the industry and we have welcomed this move by the honourableGovernment of India. We are extremely happy to share that your Company has worked veryclosely with its partners along its entire supply chain to transition its operations tothe new tax regime efficiently.

The implementation of GST has streamlined the process of taxation in our country withthe one nation one tax motto we have had initial disrupted demand in our industry purelybecause of destocking of traders in the month of June and the second quarter. Though thesales in the subsequent quarters remained stable it will take some time for the benefitsof GST to get realised.

In this challenging business environment our strong brandconnect the launch of newproducts service methods and continuous expansion of our distribution network enabledusto deliver a strong performance.

The Board of Directors would like to thank the entire team at Rexnord

Electronics and Controls Ltd. for their great work and dedication throughout the year.The Board of Directors would also like to express its gratitude to you and all thestakeholders for the trust and faith that you have in us. As we move into another excitingyear we continue to seek your support. We would continue our consumer- focussedphilosophy to accelerate our growth and deliver success for all our stakeholders whilebalancing our responsibility to society and the communities at large.

1. FINANCIAL HIGHLIGHTS:

( Rs in Lakhs except EPS)

Particulars

Standalone

Consolidated
As at March 31 2018 As at March 31 2017 As at March 31 2018
Total Revenue 5864.46 6312.95 5864.46
Profit before Interest depreciation and amortization 725.34 723.62 724.68
Finance Cost 92.31 100.61 92.31
Profit before depreciation and amortization 633.03 623.01 632.37
Depreciation and amortization 148.99 136.55 148.99
Profit before exceptional items & tax 484.04 486.46 483.38
Exceptional items
Profit before tax 484.04 486.46 483.38
Tax Expense 139.90 158.78 139.90
Net Profit after tax 344.13 327.68 343.48
Other comprehensive income (net of tax) 0.01 (0.36) 0.01
Total comprehensive income 344.15 327.32 343.49
Earning per Equity Share
Basic 3.08 2.94 3.08
Diluted 3.08 2.94 3.08

The Total Revenue for the year ended March 31 2017 and period ended 30th June 2017include excise duty on goods sold which is discontinued w.e.f. July 1 2017 uponimplementation of Goods and Service Tax (GST) in India. In the view of the aforesaidrestructuring of indirect tax total revenue for the year ended is not comparable with theprevious year. The following additional information is being provided to facilitate suchunderstanding.

(Rs in Lakhs)

Standalone

Consolidated
Particulars As at March 31 2018 As at March 31 2017 As at March 31 2018
Total Revenue 5864.46 6312.95 5864.46
Less: Excise duty 150.56 573.30 150.56
Total Revenue (net of tax collected) 5713.90 5739.65 5713.90

2. GRAPH OF THE FINANCIAL HIGHLIGHTS FOR THE LAST FEW YEARS

3. COMPANY OVERVIEW:

The Company is a well-established brand in the Refrigeration industry and holds theleadership position in the Axial Fan and Shaded Pole Motor segment. The Company recordedsteady performance in FY 2017- 18 despite some challenges faced due to demonetizationeffect GST fall in demand and adjustments as per Ind AS. Though there was some drop insales margin growth was better led by effective procurement and increased salesrealization.

Leveraging its brand name mass appeal and broad understanding of the consumer marketsit has also entered into opening up a Branch office in

Singapore to exploit opportunities in the Asian Market.

To achieve higher economies of scale improve synergies and expand its reach theCompany also plans to increase its revenue by exploring Agricultural segment. With theongoing efforts of the Government to improve power supply help increase agriculturalproduce demand has led to the company to explore this segment and thus has opened up asubsidiary company Rexnord Enterprises Private Limited to create a strong foothold.

4. FINANCIAL REVIEW:

Your Company achieved a Total Revenue (net of taxes collected) of ` 5713.90 lakhs asagainst ` 5739.65 lakhs in the previous Year. The total expenditure during the Year underreview was ` 5229.86 lakhs as against ` 5253.19 lakhs in the previous Year. The Profitbefore tax was` 484.04 lakhs as against ` 486.46 lakhs in the previous and the Net Profitafter tax was ` 344.14 lakhs as against ` 327.68 lakhs in the previous Year.

5. FUTURE OUTLOOK:

The Company aims at increasing its marketing strengths and its global identity in orderto boost its export sales and thereby increase its sales volume. The Company also aims atdeveloping strategies in making the product reach global requirements by setting updistribution channels and branding techniques.

The current year looks promising with the Company investing in new marketing strategiesand has taken appropriate measures in order to achieve sale targets.

6. CHANGE IN THE NATURE OF BUSINESS:

i) Change in Object Clause

The Board of Directors at their meeting held on January 23 2018 has decided todiversify into the business of Trading Activities and sought approval of members videpostal ballot for amending the main objects of the Memorandum of Association of theCompany. The details of Voting Results are provided in the Corporate Governance Reportwhich forms part of the Annual Report.

ii) Branch Office

During the year the Company has opened its Branch office in

Singapore the details of the Branch at Singapore are provided in the CorporateGovernance Report which forms part of the Annual Report.

7. DIVIDEND:

To consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 31 2018.

8. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned duringthe Financial Year 2017-2018.

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 31st March 2018 was `111591000/- dividedinto 11160000 Equity shares having face value of ` 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock options or sweat equity.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review your Company has not given loan to any bodies corporatesor any other persons or has not provided any corporate guarantee or security under section186 of the Companies Act 2013. As regards investments during the year under review yourCompany incorporated a Wholly Owned Subsidiary viz. "Rexnord Enterprise Private

Limited" and subscribed its initial share capital of ` 10.00 lakhs. Furtherduring the year under review your Company has made investment in certain mutual funds.

Particulars of investments and disclosure required under Section 186(4) of theCompanies Act 2013 read with Companies (meeting of Board and its Powers) Rules 2014 areprovided in the note 48 to the standalone financial statements.

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 2018.

ii) Re-appointments:

Based on performance evaluation and recommendations of Nomination and RemunerationCommittee and in terms of the provisions of Sections 149 and 152 read with Schedule IV andany other applicable provisions of the Act and the Listing Regulations the Boardrecommends re-appointment of Mr. Ayyaswami Sundaram as Independent Director for a secondterm of five consecutive years with effect from April 1 2019 to March 31 2024 for theapproval of Members.

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mrs. Nainy Kunal 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 fromApril 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 / 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. The Board proposes to appoint Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasanas Regular Independent Directors of the Company in accordance with Section 149 of theCompanies Act 2013 and under Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) for one term of Five (5)years subject to approval of Members. 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

13. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 IndependentDirectors have submitted declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Companies Act 2013 and there has been no change inthe circumstances which may affect their status as independent director during the year.

14. SUBSIDIARIES & ASSOCIATE COMPANIES:

During the reporting period the Company has incorporated One (1) Wholly

Owned Subsidiary Company i.e. Rexnord Enterprise Private Limited within the meaning ofSection 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 Limited as on March 31 2018.

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 the Subsidiary Company in Form AOC-1 is appended as Annexure ‘A' andforms part of 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. CONSOLIDTAED 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 FinancialStatements of the Company for the year ended 31st March 2018 along with Auditors' Reportforms 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 Company i.ewww.rexnordindia.com

Further as per fourth proviso of the said section Audited Annual Accounts of each ofthe subsidiary companies 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 as provided under sub-section (3) of Section 92 in theForm MGT 9 for the financial year under review is appended as Annexure ‘B' andforms part of this report.

17. NUMBER OF MEETING:

a) Board of Directors

The Board of Directors met Six (6) 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: related

Pursuant to the provision of Section 134 (3)(c) of the Companies Act

2013 the Directors 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 them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit and loss of the Company for that period; (c) the Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) the Directors had prepared the annualaccounts 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:

The Board of Directors carried out an annual evaluation of its own performancecommittees and individual directors pursuant to the provisions of the Act and asprescribed by SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated after seeking inputs from all the directorson the basis of the criteria as under:

Board composition and structure

Effectiveness of Board processes information and functioning

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as:

Composition of committees

Effectiveness of committee meetings

Achievements during the year based on their duties

Reviewing the terms of reference of the committees

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as;

Contribution of the director to the Board's strategic thinking

Leadership and commitment of the director

Participation in Board and Committee meetings

Communication and interpersonal skills of the director

Ethical issues and dilemmas faced by the director

Relationship of the director with the senior management.

In addition the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of Independent directors was done by the entire Board on thebasis of their role accountability objectivity leadership qualities and personalattributes. The Directors being evaluated did not participate in the evaluation process.

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.

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 Listing Regulations. Further disclosure in Form

AOC – 2 is not given as the Company has not entered into any material partytransactionssignificant with Promoters Key Managerial Personnel or other designatedpersons 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 i.e. 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 September 1 2017 until the conclusion of 34th AGM of theCompany to be held in the year 2022.

The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act

2017 notified on 7th May 2018. Therefore it is not mandatory for the Company to placethe matter relating to appointment of statutory auditor for ratification by members atevery Annual General Meeting. Hence the Company has not included the resolution forratification of appointment of statutory auditors in the Notice of AGM. However

M/s. Rakesh Soni & Co. Chartered Accountants has confirmed that they are eligibleto continue as Statutory Auditors of the Company to audit the books of accounts of theCompany for the Financial Year ending March 31 2019 and accordingly M/s. Rakesh Soni& Co.

Chartered Accountants will continue to be the Statutory Auditors of the Company forFinancial Year ending March 31 2019.

The Report given by M/s. Rakesh Soni & Co. Chartered

Accountants on the financial statements of the Company for the financial year2017-2018 is a part of the Annual Report. There has been no qualification reservation oradverse remark or disclaimer in their Report. During the year under review the Auditorshad not reported any matter under Section 143 (12) of the Act therefore no detail isrequired to be disclosed under Section 134 (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 to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure‘C' 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.

23. 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 Year2017-2018 and 2018-2019.

24. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules

2014 the net profit of the Company was below ` 5 Crores during the three immediatelypreceding Financial Years. Accordingly the provisions of CSR policy were not applicablefor the Financial Year 2017-18.

25. 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 Listing Regulations hasbeen posted on the Company's website www. rexnordindia.com All the Board Members andSenior Management Personnel have confirmed compliance with the Code.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

27. 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 Annexures‘D' & ‘E' forms part of this Report.

28. 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 the Audit Committee ofthe 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 audit observations and recommendationsalong with controls. Significant corrective actions thereon are presented to the AuditCommittee of the Board.

29. 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.

30. 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.

31. 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. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The Whistle Blower Policy has been posted on the website of theCompany (www.rexnordindia.com)

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. The Company affirms that during the year under review nocomplaints were received by the Committee for redressal.

33. PARTICULARS REGARDING CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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 procuringequipment's.

– As a responsible Corporate Citizen and in adherence to our climate changestrategy Company is continuously taking effective steps to conserve energy.

– Except the emergency lights all lights and electrical gadgets are turned offafter working hours and on holidays at office premises of the Company to help inminimizing the energy 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 manufacturing processand 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 various stages. b)Technology absorption adaptation and innovation:

Technology for the manufacture of Instrument Cooling Fans of various sizes has beensuccessfully absorbed.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditure during theFinancial Year 2017 18 are as under :

(Rs in lakhs)
Particulars 2017-18 2016-17
Foreign Exchange Earning 841.77 1128.17
Foreign Exchange Outgo 2007.70 1778.89

34. ENVIRONMENT AND SAFETY:

The Company is committed to:

Maintain an organizational culture of Health Safety & Environmental excellence byconducting its business in a manner that will promote consistent development.

Safe work resource conservation waste management and emergency response measures forcontinual 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 practices carryingout periodic risk assessments reviews inspections and providing awareness to employeesand concerned stakeholders.

35. INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany and its subsidiaries has adopted "IND AS" with effect from April 012017 with the comparatives for the periods ending March 31 2017.

36. GOODS AND SERVICE TAX (GST):

During the Financial Year the Company has migrated to GST and has accelerate economicgrowth in the long run by simplifying the tax structure enhancing tax compliances andfacilitating the ease of doing business in a unified common market.

37. 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.

38. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TOWHICH THE FINANCIAL STATEMENTS RELATE 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.

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE: or material orders which were passed by the There areno significant

Regulators or Courts or Tribunals which impact the going concern status and theCompany's operations in future.

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 compliance with the corporate governance provisions isapplicable to your Company during the financial year 2017-18.

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as a separate Annexures "F" &"G" together with the Certificate

Auditors of the Company regarding compliance with the requirements of

Corporate Governance as stipulated in Listing Regulations.

41. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March

31 2018.

42. FINANCIAL YEAR:

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

43. 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.

44. ISO CERTIFICATION:

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

45. ACKNOWLEDGMENT:

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

For and on behalf of the Board
REXNORD ELECTRONICS AND CONTROLS LIMITED
Kishorechand Talwar

Chairman & Managing Director

(DIN: 00351751)
Registered Office:
92-D Govt. Ind. Estate
Charkop Kandivli (W)
Mumbai- 400 067
Dated: May 30 2018