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Rexnord Electronics & Controls Ltd.

BSE: 531888 Sector: Engineering
NSE: N.A. ISIN Code: INE687C01012
BSE 15:28 | 03 Aug 66.50 4.85
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NSE 05:30 | 01 Jan Rexnord Electronics & Controls Ltd
OPEN 61.15
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VOLUME 39479
52-Week high 74.90
52-Week low 19.05
P/E 16.46
Mkt Cap.(Rs cr) 74
Buy Price 66.30
Buy Qty 875.00
Sell Price 66.50
Sell Qty 484.00
OPEN 61.15
CLOSE 61.65
VOLUME 39479
52-Week high 74.90
52-Week low 19.05
P/E 16.46
Mkt Cap.(Rs cr) 74
Buy Price 66.30
Buy Qty 875.00
Sell Price 66.50
Sell Qty 484.00

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

Company director report

TO THE SHAREHOLDERS

To

The Shareholders

Your Directors have pleasure in presenting the 32nd Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended March31 2020. 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

For the year ended 31.03.2020 For the year ended 31.03.2019 For the year ended 31.03.2020 For the year ended 31.03.2019
Total revenue 6591.87 6348.68 6579.89 6345.35
Less : Excise Duty 0.00 0.00 0.00 0.00
Total Revenue (Net of tax collected) 6591.87 6348.68 6579.89 6345.35
Profit before finance cost depreciation and amortization 851.21 829.47 796.99 825.49
Finance costs 157.54 123.65 157.55 123.66
Profit before depreciation and amortization 693.67 705.82 639.44 701.83
Depreciation and amortization 162.42 154.85 164.04 154.96
Profit before exceptional items & tax 531.25 550.97 475.40 546.87
Exceptional items 0.00 0.00 0.00 0.00
Profit before tax 531.25 550.97 475.40 546.87
Tax expense 123.95 155.16 123.95 155.16
Net profit after tax 407.30 395.81 351.45 391.71
Other comprehensive income (net of tax) 2.25 (0.48) 2.25 (0.48)
Total comprehensive income 409.55 395.33 353.70 391.23
Balance brought forward 2098.42 1703.09 2093.66 1702.43
Balance carried forward 2507.97 2098.42 2447.36 2093.66
Earning per Equity Share:
Basic 3.65 3.55 3.15 3.51
Diluted 3.65 3.55 3.15 3.51

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 Fans andmotor segment. It manufactures and markets a wide range of products ranging from AC AxialFans DC Brushless Fans Exhaust Fans Shaded Pole Motors and Energy saving fans.

Even as economies reopen in the wake of COVID-19 your company's main focus andobjective is to maximise the productivity given the limited resources on hand on accountof the Pandemic World over however we are sure and confident that this too shall pass andwe will emerge only stronger. At such times the government has been extremely positive andsupportive to manufacturers in India with the make in India movement which has extendedthe required impetus for a better future for the manufacturing sector in India.

Your Company is the market leader in Fans and Motors segment and despite the hiccupsduring the end of the financial year your company has still managed to close the year at anear to perfect expectation.

Going forward your Company will continue its aim of filling the gaps in the portfolioby introducing technologically advanced products and better designs. Innovation is a keyfactor for economic growth and for enhancing competitiveness in industry. This is why itis not strange that governments especially in developed and emerging countries have fordecades intervened actively in the economy designing and implementing policies that focuson a more dynamic innovation environment. Nowadays there is consensus on the fact thatinnovation is a determinant engine to improve economies based on fostering local andcountry-wide competitiveness.

4. COVID-19 PANDEMIC:

COVID-19 has set foot in India and across the globe and has led the country towards amajor slowdown. This major health crisis has forced governments across the globe to takeunprecedented measures to protect people's lives. In a bid to combat the COVID-19 threatthe nationwide lockdown in India was first announced by the Government of India on March24 2020 which was further extended in a phased manner.

The lockdown and restrictions imposed on various activities due to COVID-19 pandemicwhile being a necessary measure to contain its spread have also posed unprecedentedchallenges to all businesses and the business operations of the Company have been noexception to this.

The impact of COVID-19 has been disruptive on the operations of the Company. With thelockdown in many States/Union Territories across the country the supply chains have beenput under stress which has resulted in loss of business and temporary pressure on cashflows/ liquidity/ profitability/ margins due to lower collection of receivables operatingexpenses payment obligations towards vendors and statutory authorities etc.

However the management of the Company is confident that the business operations willpick up progressively. The company will be taking utmost care by enforcing appropriatemeasures of social distancing providing hygienic and sanitized environment to contain thespread of the disease as well as operating our offices and Plant with minimal staff forextended periods of time. We have extended support to the employees impacted by thispandemic.

5. FINANCIAL REVIEW:

On Standalone Basis: Your Company achieved a Total Revenue of Rs 6591.87 lakhs asagainst Rs 6348.68 lakhs in the previous Year. The total expenditure during the Year underreview was Rs 6060.62 lakhs as against Rs 5797.71 lakhs in the previous Year. The Profitbefore tax was Rs 531.25 lakhs as against Rs 550.97 lakhs in the previous year and the NetProfit after tax was Rs 407.30 lakhs as against Rs 395.81 lakhs in the previous Year.

On Consolidated Basis: Your Company achieved a Total Revenue of Rs 6579.89 lakhs asagainst Rs 6345.35 lakhs in the previous Year. The total expenditure during the Year underreview was Rs 6104.49 lakhs as against Rs 5798.48 lakhs in the previous Year. The Profitbefore tax was Rs 475.40 lakhs as against Rs 546.87 lakhs in the previous year and the NetProfit after tax was Rs 351.45 lakhs as against Rs 391.71 lakhs in the previous year.

6. FUTURE OUTLOOK:

Five-Dimensional Growth Strategy:

Your Company's strategic objective is to grow faster than the market in each of itsProduct lines. It focuses 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 createawareness and 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 productquality at lowest cost and improve product availability. The drive on cost optimisationis aimed towards value engineering new designs alternative material usage andnegotiation with vendors.

• 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 throughout the organisation.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year there was no change in the nature of business of the Company excepttrading of spinned shell muffler.

8. DIVIDEND:

To consolidate the financial position of the Company the Board does not recommend anydividend for the year ended March 31 2020.

9. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned duringthe Financial Year 2019-2020.

10. 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.

The Company has taken unsecured loan from its Chairman and Managing director during theyear. The details of the same are given in Note 46 (ii) to the Financial Statements forthe year ended 31st March 2020. The director has declared that amount has not been givenout of the fund acquired by him by borrowing or accepting loans or deposits from others.

11. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at March 31 2020 was Rs 11.16 Crores divided into11160000 Equity shares having face value of Rs. 10/- each fully paid up. During theYear under review the Company has not issued any shares with differential voting rightsneither granted any stock options nor sweat equity.

12. 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 2020:

i. Investments in Equity Shares of wholly owned subsidiary:

Name of entity Amount as at March 31 2020
Rexnord Enterprise Private Limited 200.00

ii. Investments in Debentures& Bonds:

Name of entity Amount as at March 312020
Reliance Securities Limited 27.63
Reliance Capital Limited 28.56

B. Details of loans given by the Company to its wholly owned subsidiary as on 31stMarch 2020:

Name of entity Amount as at March 31 2020
Rexnord Enterprise Private Limited Nil

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.

13. 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 312020.

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.

Mr. Ayyaswami Sundaram Independent Director has been reappointed for a second term of5 consecutive years w.e.f. 1st April 2019 approved by the Shareholders at theAGM held on September 28 2019.

The Board of Directors on the recommendation of Nomination and Remuneration Committeehas approved the re-appointment of Mr. Kishorechand Talwar as Chairman & ManagingDirector and Mrs. Nainy Tanna Whole Time Director of the Company for a period of 3 yearswith effect from April 01 2020. Their appointment is subject to approval of members ofthe Company at the forthcoming Annual General Meeting.

b) KEY MANAGERIAL PERSONNEL:

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

Name of Personnel Designation
1. Mr. Kishore Chand Talwar Chairman & Managing Director
2. Mr. KundanTalwar Chief Financial Officer
3. Mrs. Shweta Kalantri Company Secretary & Compliance Officer

14. 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 have also confirmed thatthey have complied with the Company's Code of Conduct.

15. 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 2020.

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 forms part of this Annual Report and isappended as Annexure ‘A'.

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

16. 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 2020 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 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.

17. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act the Annual Return is placed on theCompany's website and can be accessed at www.rexnordindia.com

The extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of theAct is annexed as Annexure ‘B' which forms an integral part of this Report and isplaced on the website of the Company which can be accessed at www.rexnordindia.com

18. NUMBER OF MEETING:

a) Board of Directors

The Board of Directors met Seven (7) 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

The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.

19. 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.

20. 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 13 2020.

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.

21. 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.

22. 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

23. 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 2021and accordingly M/s. Rakesh Soni & Co. Chartered Accountants will continue to be theStatutory Auditors of the Company for Financial Year ending March 31 2021.

The Report given by M/s. Rakesh Soni & Co. Chartered Accountants on the financialstatements of the Company for the financial year 2019-2020 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 for the financialyear 2020-21.

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 ‘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.

Further in terms of the provisions of the Circular No. CIR/ CFD/ CMD1/27/2019 dated 8thFebruary 2019 issued by Securities and Exchange Board of India the Company has obtainedthe Annual Secretarial Compliance Report for the Financial Year ended 31st March2020.

The Board of Directors reply to the comment of the Secretarial Auditor is the AnnualSecretarial Compliance Report is that the Board has maintained the requisite informationrequired under Regulation 3(5) of the SEBI Insider Trading Regulations 2015 in MicrosoftExcel during the financial year.

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 Year2019-2020 and 2020-2021.

24. 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 brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure ‘D' of this report. For other details regarding theCSR Committee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on www.rexnordindia.com. The role of the committee hasbeen defined as per section 135 of the Companies Act 2013 read with The Companies(Corporate Social Responsibility Policy) Rules 2014 and Schedule VII thereof.

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 and Senior Management Personnel have confirmed compliance withthe Code.

26. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report. Disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Report. Having regard to the provisions of the second proviso to Section 136(1) ofthe Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection bythe members at the registered office of the Company during working hours on working daysupto the date of the Annual general meeting and if any member is interested in obtainingas copy thereof such member may write to the Company Secretary.

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 Auditor 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 with the Objective to formalize the process ofIdentification of Potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Policy is a step by the Company towards strengthening theexisting internal controls and updating the same as may be required from time to time.

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 2019-2020 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 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 2019-20 are as under:

Particulars 2019-2020 2018-2019
Foreign Exchange Earning 922.42 798.18
Foreign Exchange Outgo 2804.99 2209.35

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 were 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 regarding compliance withthe requirements of Corporate Governance as stipulated in Listing Regulations.

The Company is complying with the Regulations of SEBI Listing Regulations with regardto Corporate Governance and reports to that effect are 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 2020.

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
CHAIRMAN & MANAGING DIRECTOR
(DIN: 00351751)
Registered Office:
92-D Govt. Ind. Estate
Charkop Kandivali (W)
Mumbai- 400 067
Dated: July 30 2020

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