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Rexnord Electronics & Controls Ltd.

BSE: 531888 Sector: Engineering
NSE: N.A. ISIN Code: INE687C01012
BSE 00:00 | 30 Nov 124.70 5.90
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NSE 05:30 | 01 Jan Rexnord Electronics & Controls Ltd
OPEN 119.00
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VOLUME 30004
52-Week high 168.70
52-Week low 47.50
P/E 14.47
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 119.00
CLOSE 118.80
VOLUME 30004
52-Week high 168.70
52-Week low 47.50
P/E 14.47
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Shareholders

Your directors have pleasure in presenting the 33rd AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2021. The consolidated performance of the company and its subsidiaryhas been referred to wherever required.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Standalone

Consolidated

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020 For the year ended 31.03.2021 For the year ended 31.03.2020
Total revenue 5122.12 6591.87 5121.03 6579.89
Profit before finance cost depreciation and amortization 853.27 851.21 819.22 796.99
Finance costs 65.11 157.54 65.12 157.55
Profit before depreciation and amortization 788.16 693.67 754.10 639.44
Depreciation and amortization 160.92 162.42 164.29 164.04
Profit before exceptional items & tax 627.24 531.25 589.81 475.40
Exceptional items 197.61 0.00 197.61 0.00
Profit before tax 429.63 531.25 392.20 475.40
Tax expense 120.48 123.95 120.48 123.95
Net profit after tax 309.15 407.30 271.72 351.45
Other comprehensive income (net of tax) 5.62 2.25 5.62 2.25
Total comprehensive income 314.77 409.55 277.34 353.70
Balance brought forward 2507.97 2098.42 2447.36 2093.65
Balance carried forward 2820.67 2507.97 2722.63 2447.36
Earning per Equity Share: Basic 2.77 3.65 2.43 3.15
Diluted 2.77 3.65 2.43 3.15

COMPANY OVERVIEW:

Your Company is one of India's leading manufacturing companiespresent in the Fans and Shaded Pole Motor segment. It manufactures and markets a widerange of products ranging from AC Axial Fans DC Brushless Fans Exhaust Fans Shaded PoleMotors and Energy saving fans.

Even as the raging pandemic is posing formidable and unprecedentedchallenges across the business value chain your company is facing the tide taking nimblefooted decisions and executing them with speed to meet the current challenges on theground as well as remain firmly on course for long term sustainable growth.

At the start of the year the outlook was uncertain & no specificexpectations for growth were set however as the year progressed your Company tried toscale up and match up to sales similar to last year inspite of having lost on the initialmonths due to lock down Encouraging business performance helped in achieving increasedprofitability during the year.

The revenue growth was led by:

1. Improvement in consumer sentiment as they adopted and learned tolive with Covid related challenges.

2. Positive Government policies hereby supporting Integrated Indianmanufacturers.

3. Robust supply chain gave an opportunity to capitalize on the vacuumcreated in the market due to supply chain disruptions faced by the unorganized sector andimport related challenges.

4. Proactive Financial decisions for leading a smooth work flowenvironment.

The speed and scale of recovery ensured that Rexnord at overall levelimproved upon last financial year performance in both volumes and profitability despiteloosing crucial initial part of the year.

Rexnord carries a robust Balance sheet with healthy working capital andliquidity position and going forward also your Company will continue its aim of fillingthe gaps in the portfolio by introducing technologically advanced products and betterdesigns.

IMPACT OF COVID-19 ON THE OPERATIONS OF THE COMPANY:

The year was indeed unique as the COVID-19 contagion ravagedsocio-economic developments globally. We are living through unprecedented times. When itfelt like the worst was over unfortunately a second wave of Covid gripped the countryagain with even higher ferocity. During this protracted pandemic we wish that all membersof Rexnord's family and the country at large stay safe and follow Covid safetyprotocol.

Our Response

At Rexnord we relied on agility and a pragmatic approach to theunprecedented and unforeseen pandemic. In the initial period we focussed on the safety ofour employees dealers and other stakeholders. We invoked the spirit of togetherness hopeand humanity to be helpful to each other.

We would like to express our sincere gratitude to the entire team fortheir exemplary contribution and efforts. We would single out our factory staff thefrontline staff supervisors and supply chain team for their inexhaustible energy to keepgoing and fulfill deliveries against all odds. They are Rexnord's Covid warriors andwe would thank them on your behalf.

As business gradually gained traction post lockdown Rexnord was ableto fulfill consumers' demands through its vast distribution network supported bycontinuity in product supply through in- house production. There have been numerousexamples set by each function of your Company where best results have been achieved thisyear. Sales supply chain and manufacturing have surpassed their previous best byimproving productivity. We are determined to continuously drive ‘Innovation'‘Growth' and ‘Productivity' throughout the organisation.

Rexnord has always believed in creating a long-term sustainablebusiness with an innovative product development aspirational brand own manufacturingwell-entrenched distribution network a strong supply chain and a responsive customerservice.

Volumes and efficiency were the key during these times and I am gladto share that your Company was able to deliver results because of the investmentscommitted over the years. While one can scamper their way in exploiting access to thetrade network success is ephemeral unless backed by solid infrastructure and a valuesystem. We also maintain strong liquidity and prudent Capex and Opex mix to retain thenimbleness in the organisation.

We at Rexnord over the years have continued to take important stridesin playing our part towards a sustainable environment. We have been working steadilytowards conservation and management of natural resources by installing solar panels andwaste management systems.

FINANCIAL REVIEW:

On Standalone Basis: Your Company achieved a Total Revenue of Rs.5122.12 lakhs as against Rs. 6591.87 lakhs in the previous Year. The total expenditureduring the Year under review was Rs. 4692.49 lakhs as against Rs. 6060.62 lakhs in theprevious Year. The Profit before tax was Rs. 429.63 lakhs as against Rs. 531.25 lakhs inthe previous year and the Net Profit after tax was Rs. 309.15 lakhs as against Rs. 407.30lakhs in the previous Year.

On Consolidated Basis: Your Company achieved a Total Revenue of Rs.5121.03 lakhs as against Rs. 6579.89 lakhs in the previous Year. The total expenditureduring the Year under review was Rs. 4728.83 lakhs as against Rs. 6104.49 lakhs in theprevious Year. The Profit before tax was Rs. 392.20 lakhs as against Rs. 475.40 lakhs inthe previous year and the Net Profit after tax was Rs. 271.72 lakhs as against Rs. 351.45lakhs in the previous year.

FUTURE OUTLOOK:

The challenge related to inflationary trends in commodity and thesecond wave of Covid-19 might affect consumer sentiment in the short- term. However weare confident of the medium to long-term demand trends. With strategic building blocks inplace - strengthening the core broadening our portfolio and investing in people andprocess capability - we are looking at improved and sustainable growth.

Last fiscal we gained market share across categories along withincreased distribution penetration and Export boost. We will continue to strengthen ourcredentials in product development emerging consumer trends and serving throughdistributed-channel network. We believe in secular growth potential of India and Rexnord.

We wish you health and safety and urge you to follow Covid protocol.

CHANGE IN THE NATURE OF BUSINESS:

During the year there was no change in the nature of business of theCompany.

DIVIDEND:

To consolidate the financial position of the Company the Board doesnot recommend any dividend for the year ended March 31 2021.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profitsearned during the Financial Year 2020-2021.

DEPOSITS:

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

The Company has taken unsecured loan from its Chairman and Managingdirector during the year. The details of the same are given in Note 48 (ii) to theFinancial Statements for the year ended 31st March 2021. The Director has declared thatamount has not been given out of the fund acquired by him by borrowing or accepting loansor deposits from others.

SHARE CAPITAL OF THE COMPANY:

Authorised Share Capital

The Authorised Capital of the Company as at March 31 2021 was Rs.150000000/- (Rupees Fifteen Crores only) divided into 15000000 (One Crore FiftyLakhs) equity shares of Rs. 10/- each.

Issued and Paid-up Share Capital

The Paid-up Equity Share Capital as at March 31 2021 was Rs. 11.16Crores divided into 11160000 Equity Shares having face value of Rs. 10/- each fullypaid up.

During the year under review the Company has not issued any shares orconvertible securities with differential voting rights nor has granted any stock optionsor sweat equity or warrants. As on March 31 2021 none of the Directors of the Companyhold instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans given and investment made by the Company which arerequired to be disclosed in the financial statements of the Company as per the provisionsof section 186 (4) of the Companies Act 2013 and Regulation 34 (3) read with Schedule Vto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the SEBIListing Regulations) are as follows:

A. Details of investments made by the Company as on 31stMarch 2021:

i. Investments in Equity Shares of wholly owned subsidiary:

(Rs. in Lakhs)

Name of entity Amount as at March 312021
Rexnord Enterprise Private Limited 200.00

ii. Investments in Debentures & Bonds:

(Rs. in lakhs)

Name of entity Amount as at March 31 2021
Reliance Securities Limited 29.78
Reliance Capital Limited 31.12

iii. Investments in mutual funds (Unquoted):

(Rs. in lakhs)

Name of Mutual funds Amount as at March 31 2021
ICICI Prudential Savings Fund - Growth of face value of Rs. 10/- each unit 50.67
SBI Magnum Low Duration Fund - Growth of face value of Rs. 10/- each unit 50.49
HDFC Low Duration Fund - Regular Plan - Growth of face value of Rs. 10/- each unit 50.66

iv. Investments in Equity shares (Quoted)

(Rs. in lakhs)

Name of entity Amount as at March 31 2021
Infosys Limited of face value of Rs. 5 each share 0.07

B. Details of loans given by the Company to its wholly owned subsidiaryas on 31st March 2021:

(Rs. in lakhs)

Name of entity Amount as at March
31 2021
Rexnord Enterprise Private Limited 23.00

C. The company has not given any guarantee and provided any security inaccordance with Section 186 of the Companies Act 2013 read with the Rules issued thereunder.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS

i) Composition:

The Board of Directors includes the Executive and Independent Directorsso as to ensure proper governance and management. The Board consists of Five (5) Directorscomprising of Two (2) Executive Directors including One (1) Woman Director and Three (3)Independent Directors as on March 312021.

ii) Re-appointments:

Director liable to retire by rotation

In accordance with the provisions of Section 152 (6) of the CompaniesAct 2013 and the Articles of Association of the Company Mrs. Nainy K Tanna Director ofthe Company retires by rotation and being eligible has offered herself forreappointment.

Mr. Kishorechand Talwar was re-appointed as Chairman & ManagingDirector and Mrs. Nainy Tanna was re-appointed as Whole Time Director of the Company for aperiod of 3 years with effect from April 01 2020 approved by the Shareholders at theAnnual General Meeting held on September 23 2020.

b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key ManagerialPersonnel.

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

SUBSIDIARIES & ASSOCIATE COMPANIES AND JOINT VENTURE:

The Company has One (1) Wholly Owned Subsidiary Company i.e. RexnordEnterprise Private Limited within the meaning of Section 2(87) of the Companies Act 2013.

The Subsidiary Company is carrying on the business of Agro &Trading Activities and the Company holds 100% of the Equity Share Capital in RexnordEnterprise Private Limited as on March 31 2021.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of its Subsidiary Company in Form AOC-1 forms part of this AnnualReport and is appended as Annexure ‘A'.

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

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared inaccordance with Indian Accounting Standards notified under the Companies (IndianAccounting Standards) Rules 2015. The Audited Consolidated Financial Statements of theCompany for the year ended March 31 2021 along with Auditors' Report forms part ofthis Annual Report.

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Audited Annual Report of the Company containing therein its standalone andthe consolidated financial statements has been placed on the website of the Company www.rexnordindia.com.

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

ANNUAL RETURN:

In accordance with the Companies Act 2013 read with the applicableRules the Annual Return in the prescribed format can be accessed at www.rexnordindia.com.

NUMBER OF MEETINGS:

(a) Board of Directors:

The Board of Directors met Five (5) times in the financial year. Thedetails of the Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of the Annual Report.

(b) Audit Committee:

The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which is a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act with respect to DirectorsResponsibility statement it is hereby confirmed:

a) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any;

b) that the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) the Directors had prepared the annual accounts on a going concernbasis;

e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations the company has implemented a system of evaluating performance of the Board ofDirectors and of its committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee and the SEBI ListingRegulations. Accordingly the Board has carried out an evaluation of its performance aftertaking into consideration various performance related aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties remuneration obligations and governance. The performanceevaluation of the Board as a whole Chairperson and Executive Directors was also carriedout by the Independent Directors in their meeting held on February 12 2021.

Similarly the performance of various committees individualIndependent and Executive Directors was evaluated by the entire Board of Directors(excluding the Director being evaluated) on various parameters like engagement analysisdecision making communication and interest of stakeholders.

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

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment remunerationand other matters provided in Section 178(3) of the Companies Act 2013 has been disclosedin the Corporate Governance report which forms part of the Annual Report and is alsoavailable on the Company's website viz. www.rexnordindia.com.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of thebusiness and in compliance with the provisions of Section 188 of the Companies Act 2013and SEBI Listing Regulations. Further disclosure in Form AOC - 2 is not given as theCompany has not entered into any material significant related party transactions withPromoters Key Managerial Personnel or other designated persons as per the materialitydefined by the Board.

All Related Party Transactions are placed on a quarterly basis beforethe Audit Committee for which Omnibus approval was obtained from the Committee and alsobefore the Board for approval.

The Policy for determining the materiality of related partytransactions and dealing with related party transactions as approved by the Board isuploaded on the Company's website www.rexnordindia.com

AUDITORS:

a) Statutory Auditor

Members of the Company at the Annual General Meeting (‘AGM')held on September 1 2017 approved the appointment of M/s. Rakesh Soni & Co.Chartered Accountants (Firm Registration No. 114625W) as the statutory auditors of theCompany for a period of five years commencing from the conclusion of the 29th AnnualGeneral Meeting held on September 1 2017 until the conclusion of 34th AGM of the Companyto be held in the year 2022.

The requirement for the annual ratification of auditors'appointment at every Annual General Meeting has been omitted pursuant to Companies(Amendment) Act 2017 notified on May 7 2018. M/s. Rakesh Soni & Co. CharteredAccountants has confirmed that they are eligible to continue as Statutory Auditors of theCompany to audit the books of accounts of the Company for the Financial Year ending March312022 and accordingly M/s. Rakesh Soni & Co. Chartered Accountants will continue tobe the Statutory Auditors of the Company for Financial Year ending March 312022.

The Report given by M/s. Rakesh Soni & Co. Chartered Accountantson the financial statements of the Company for the financial year 2020-2021 is a part ofthe Annual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report. During the year under review the Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013read with Companies (Accounts) Rules 2014 the Board on recommendation of the AuditCommittee has appointed M/s. R J Rathi & Co. as internal auditors of the Company forthe financial year 2021-22.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s. GMJ & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis appended as Annexure ‘B' and forms part of this report. There has beenno qualification reservation or adverse remark or disclaimer in their Report.

During the year under review the Secretarial Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Act.

Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8th February 2019 issued by Securities and Exchange Boardof India; the Company has obtained the Annual Secretarial Compliance Report for theFinancial Year ended 31st March 2021. There has been no qualificationreservation or adverse remark or disclaimer in their Report.

d) Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Rules made thereunder Cost Audit is not applicable to the Company for theFinancial Year 2020-2021 and 2021-22.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 for CorporateSocial Responsibility (CSR) are applicable to the Company for the Financial Year 2020-2021and accordingly the Company has in place the Corporate Social Responsibility Committee.

The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and Annual Report on CSR activities during the year under review are setout in Annexure ‘C' of this report. For other details regarding the CSRCommittee 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 thecommittee has been defined as per section 135 of the Companies Act 2013 read with TheCompanies (Corporate Social Responsibility Policy) Rules 2014 and Schedule VII thereof.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance withthe applicable laws rules and regulations and highest standards of business ethics. Inrecognition thereof the Board of Directors has implemented a Code of Conduct foradherence by the Directors Senior Management Personnel and Employees of the Company. ThisCode of Conduct deals with ethical issues and also foster a culture of accountability andintegrity. The Code is in accordance with the requirements of Listing Regulations has beenposted on the Company's website www.rexnordindia.com.

All the Board Members and Senior Management Personnel have confirmedcompliance with the Code.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules forms part of this Report. Disclosuresrelating to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Report. Having regard to the provisions of thesecond proviso to Section 136(1) of the Act and as advised the Annual Report excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection by the members at the registered office of theCompany during working hours on working days upto the date of the Annual General Meetingand if any member is interested in obtaining a copy thereof such member may write to theCompany Secretary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal audit functions of the Company arecarried out by a firm of Chartered Accountants. The scope and authority of the InternalAudit function is defined by the Audit Committee. The Internal Auditors reports to theChairperson of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

Based on the report of internal auditors the Company undertakescorrective action in their respective areas and thereby strengthens the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING:

The Company has documented its internal financial controls consideringthe essential components of various critical processes physical and operational. Thisincludes its design implementation and maintenance along with periodical internal reviewof operational 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 includingadherence to the Company's policies safeguarding of its assets prevention oferrors accuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The internal financial controls with reference to thefinancial statements were adequate and operating effectively.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner; your Companyperiodically assesses risks in the internal and external environment along with the costof treating risks and incorporates risk treatment plans in the strategy business andoperational plans.

The Company has a Risk Management Policy with the Objective toformalize the process of Identification of Potential risk and adopt appropriate riskmitigation measures through a risk management structure. The Policy is a step by theCompany towards strengthening the existing internal controls and updating the same as maybe required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and Employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The Whistle Blower Policy has been posted on the website ofthe Company www.rexnordindia.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has a Policy on prohibition prevention and redressal ofsexual harassment of women at workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under “The Sexual Harassment of Womenat Work Place (Prevention Prohibition and Redressal) Act 2013”.

During the financial year 2020-2021 no complaint was received underthe policy.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with the Rule 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 corporatetrust in the Company. Better maintenance of equipment's improved operating practiceand installation of most modern machinery has resulted in lot of saving in energy cost andconsumption of raw materials.

(i) The Company is consistently doing research in the field of savingenergy by implementing new cost-effective ideas. The steps taken during the year forconservation of energy are as under:

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

- As a responsible Corporate Citizen and in adherence to our climatechange strategy Company is continuously taking effective steps to conserve energy.

- Except the emergency lights all lights and electrical gadgets areturned off after working hours and on holidays at office premises of the Company to helpin minimizing the energy consumption.

(ii) The Steps taken by the Company for utilizing alternate source ofenergy: The Company 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 beenarduously working to provide quality and value for money to the customer in keeping withmarket trends. Research and Development is being carried out in the following areas.

• Making design modifications in the products so as to simplifythe manufacturing process 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 forincreasing capacity.

• Development of equipment required for testing productreliability at various stages.

b) Technology absorption adaptation and innovation.

Technology for the manufacture of Instrument Cooling Fans of varioussizes has been successfully absorbed.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditureduring the Financial Year 2020-21 is as under:

(Rs. in lakhs)

Particulars 2020-2021 2019-2020
Foreign Exchange Earning 957.68 922.42
Foreign Exchange Outgo 1295.73 2804.99

ENVIRONMENT AND SAFETY:

The Company is committed to:

• Maintain an organizational culture of Health Safety &Environmental excellence by conducting its business in a manner that will promoteconsistent development.

• Safe work resource conservation waste management and emergencyresponse measures for continual improvement in performance.

• Design construct operate & maintain its facilities whileassuring the best material and service quality and operate in a way that mitigates andminimizes risks and hazards.

• Prevention of ill-health injuries and pollution by adoptingbest practices carrying out periodic risk assessments reviews inspections and providingawareness to employees and concerned stakeholders.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and also the CentralDepository Services Limited (CDSL). As a result the investors have an option to hold theshares of the Company in a dematerialized form in either of the two Depositories. TheCompany has been allotted ISIN No. INE687C01012.

Shareholders therefore are requested to take full benefit of the sameand lodge their holdings with Depository Participants [DPs] with whom they have theirDemat Accounts for getting their holdings in electronic form.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:

There were no significant or material orders which were passed by theRegulators or Courts or Tribunals which impact the going concern status and theCompany's operations in future.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 15(2) read with Schedule V of SEBI ListingRegulations the Corporate Governance and Management Discussion & Analysis Reportwhich form an integral part of this Report are set out as separate Annexure's‘D' & ‘E' together with the Certificate from the Auditors of theCompany regarding compliance with the requirements of Corporate Governance as stipulatedin Listing Regulations.

The Company is complying with the Regulations of SEBI ListingRegulations with regard to Corporate Governance and reports to that effect are regularlyfiled with the Stock Exchange.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2)of the SEBI Listing Regulations is not applicable to the Company for the financial yearending March 31 2021.

FINANCIAL YEAR:

The Company and its subsidiary Company in India which have beenfollowing April to March as the Financial Year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERALMEETINGS:

The Company has complied with secretarial standards issued by theInstitute of Company Secretaries of India on Board Meetings and Annual General Meetings.

ISO CERTIFICATION:

The Company's products are awarded as ISO 9001:2015 Certification.ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company'sshareholders customers suppliers bankers and distributors for the support they havegiven to the Company and the confidence which they have reposed in its management and theemployees for 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
Registered Office: (DIN: 00351751)
92-D Govt. Ind. Estate
Charkop Kandivali (W)
Mumbai - 400 067
Dated: June 30 2021

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