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RMC Switchgears Ltd.

BSE: 540358 Sector: Engineering
NSE: N.A. ISIN Code: INE655V01019
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NSE 05:30 | 01 Jan RMC Switchgears Ltd
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VOLUME 2000
52-Week high 57.25
52-Week low 16.00
P/E 2.92
Mkt Cap.(Rs cr) 11
Buy Price 15.50
Buy Qty 2000.00
Sell Price 18.45
Sell Qty 2000.00
OPEN 18.00
CLOSE 18.00
VOLUME 2000
52-Week high 57.25
52-Week low 16.00
P/E 2.92
Mkt Cap.(Rs cr) 11
Buy Price 15.50
Buy Qty 2000.00
Sell Price 18.45
Sell Qty 2000.00

RMC Switchgears Ltd. (RMCSWITCHGEARS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 25th (Twenty Fifth) AnnualReport on the affairs business and operations of the Company together with the AuditedFinancial Statements for the financial year ended 31stMarch 2019.

Financial Performance & Highlights

The Audited Financial Statements (Standalone and Consolidated) of the Company for theyear ended 31st march 2019 are as follows:

(Rs. in Lacs)

Standalone (F.Y.)

Consolidated (F.Y.)

2018-19 2017-18 2018-19 2017-18
Revenue From Operations (Net) 13175.10 8311.84 13175.10 8311.84
Other Income 86.04 100.74 86.04 100.74
Profit Before Depreciation Finance Costs Exceptional items and Tax Expense 1376.84 984.20 1372.39 984.20
Less: Depreciation & Amortization Expenses 229.29 173.72 229.41 173.72
Less: Finance Cost 636.42 509.39 636.42 509.39
Profit Before Tax Expense (PBT) 511.14 301.09 506.56 301.09
Less: Tax Expenses (Current & Deferred) 131.08 48.87 131.14 48.87
Profit After Tax (PAT) 380.06 252.22 375.42 252.22
Total comprehensive Income 380.06 252.22 375.42 252.22

Previous Years figures have been regrouped and rearranged wherever necessary

Operation and Sate of Company's Affairs

The Company is engaged in the business of Manufacturing LT/HT Distribution Boxes andPanels Junction Boxes Feeder Pillars other Power Distribution Circuit ProtectionSwitchgears PVC designer UV Sheets & Acrylic Solid Surface products.

The year under review was one of the best years for the company and the Company hasreached new milestones.

Company has registered impressive growth in Gross revenue which increased to Rs. 13175.10Lakh against Rs.8311.84 Lakh in the previous year.

Similarly Profit before depreciation and taxation was Rs.1376.84 Lakh against Rs.984.20 Lakh in the previous year and Net Profit before Tax amounting to Rs. 511.14 Lakhagainst Rs. 301.09 Lakh in the previous year the net profit after tax of the company forthe year under review has increased to Rs. 380.06 Lakh as against Rs. 252.22 Lakh in theprevious year. The year under review was an excellent one for the company

Consolidated Financial Statements

The consolidated financial statements of the Company and the subsidiary form a part ofthis Annual Report and have been prepared in accordance with Section 129(3) of theCompanies Act 2013. A copy of the audited financial statements for the financial yearended 31st March 2019 in respect of subsidiary shall be provided to shareholders uponrequest. A separate statement containing salient features of the financial statements ofthe subsidiary in prescribed format AOC-1 is annexed as Annexure B to this report. Thestatement also provides the details of performance and financial position of thesubsidiary company.

Dividend

Your Directors have not recommended any dividend for the year under review.

Transfer to Reserve & Surplus

The Board of Directors of your Company have decided not to transfer any amount to theReserves but the Company has transferred profit of Rs.380.06 Lakh from profit and lossaccount to Surplus.

Particulars of Loans Guarantees and Investments

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the respective notes to thestandalone financial statements of the Company.

Deposits

During the year under review your Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. There are no outstanding deposits as on 31st March2019.

Loan from Directors

During the Financial Year under review the Company has borrowed following amount (s)from Directors and the respective Directors have given declaration in writing to theCompany to the effect that the amount is not being given out of funds acquired by them byborrowing or accepting loans or deposits from others. Accordingly the following amountsare excluded from the definition of Deposit as per Rule 2 (1) (c) (viii) of Companies(Acceptance of Deposit) Rules 2014.

Name of Director giving loan Amount borrowed during the Financial Year 2018-19 (Amount in Rs.)
Mr. Ashok Kumar Agarwal 897284
Mr. Ankit Agrawal 7906628.66

Details of Holding and Subsidiary Companies

During the year under review Explora IOT Solutions Private Limited was formed as WhollyOwned Subsidiary Company of your company on 10th May 2018. The Company wasformed to enter into a Joint Venture with FactoryLab B.V. Netherlands for importing thetechnical expertise and manufacturing and marketing of Smart Data Loggers in India andother Asian Countries but the tender has not been opened yet consequently the SubsidiaryCompany has not commenced business yet. Pursuant to the aforesaid investment RMCSwitchgears Limited holds 99.99 % shareholding in the aforesaid subsidiary.

Loan to the Subsidiary

The maximum amount of Loan outstanding during the year under review to Explora IOTSolutions Private Limited being Wholly Owned Subsidiary was Rs. 84510/- (Rupees EightyFour Thousand Five Hundred only)

Change in Capital Structure

During the financial year 2018-19 there has been no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 60922000/- (Rupees SixCrore Nine Lakhs Twenty Two Thousand only). The Company has not issued Debentures shareswith differential voting rights stock options and sweat equity during the year.

Credit Rating

During the year the Company's credit rating for long-term bank facilities wasreaffirmed as CARE BB+ (BB Plus). The rating outlook is continued to be positive. Theshortterm bank facilities were also reaffirmed as CARE A4+ (A Four Plus)

Memorandum and Articles of Association

During the year the Company has not altered its Memorandum and Articles ofAssociation.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

As required under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to material changes and commitments your directorsconfirm that there are no such material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

Directors and Key Managerial Personnel (KMP)

During the year Mr. Ashok Kumar Agarwal was re-appointed as Managing Director of theCompany for a period of five years w.e.f. 1st April 2019 to 31stMarch 2024 Mr. Ankit Agrawal was re-appointed as Whole-time Director of the Company for aperiod of five years w.e.f. 1st April 2019 to 31st March 2024 andMrs. Neha Agrawal was re-appointed as Executive Director of the Company for a period offive years w.e.f. 1st April 2019 to 31st March 2024. The aforesaidreappointments were approved by the shareholders of the Company on 25 th March2019 in duly held Extra Ordinary General Me eting of the Company.

During the year Mr. Suresh Kumar Jain was ceased to be the Independent Director of theCompany w.e.f. 19th February 2019. The Board places on record its appreciationtowards valuable contribution made by Mr. Suresh Kumar Jain during his tenure asIndependent Director of the Company.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mrs. Neha Agrawal Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for reappointment. The Board and Nomination and RemunerationCommittee recommended her re-appointment at the ensuing Annual General Meeting. Mr.Himanshu Goyal Additional Director of the Company was regularized as Independent Directorof the Company in Annual General Meeting of the Company held on 14th August2018.

During the year under review the following changes took place in the Key ManagerialPersonnel (KMP's) of the Company.

a. Mr. Atul Dixit Chief Executive Officer of the Company resigned w.e.f. 29thSeptember 2018.

b. Mr. Shiv Charan Maheshwari resigned from the post of Chief Financial Officer w.e.f31st July 2018 and Mr. Bharat Bhushan Gupta was appointed as Chief FinancialOfficer of the Company w.e.f 1st August 2018.

c. Mrs. Monika Sharma resigned from the post of Company Secretary w.e.f 31st July 2018and Ms. Pranju Daftari was appointed as Company Secretary of the Company w.e.f 08thAugust 2018 who resigned w.e.f 31.05.2019 and Ms. Neha Dusad was appointed at her placew.e.f. 24.06.2019.

Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance its committees and IndividualDirectors (including Independent Directors) and expressed its satisfaction on the same.The manner and procedure of performance evaluation is attached herewith as Annexure-A.

The Nomination and Remuneration Policy of the Company containing selection andremuneration criteria of Directors senior management personnel and performance evaluationof Directors/ Board/Committees/Chairman has been designed to keep pace with the dynamicbusiness environment and market-linked positioning. The policy has been duly approved andadopted by the Board pursuant to the recommendations of the Nomination and RemunerationCommittee of the Board.

During the year under review the Nomination and Remuneration Policy was amended toincorporate the changes of Companies Act 2013 and SEBI (LODR) Regulations 2015. Theamended Policy is available on the Company's website i.e. www.rmcindia.in

A. Board Meetings

During the year Twenty one (21) Board Meetings were c o nvened and held the detailsof which are given as Annexure-I

B 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 Companies Act 2013 andRegulation 16(1) (b) of SEBI (LODR) Regulations 2015. Further all necessarydeclarations with respect to independence have been received from all the IndependentDirectors and also received the confirmation that they have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act. The terms and conditions forthe appointment of the Independent Directors are available on the website of the Company.

C Familiarization Programme for Independent Director

RMC believes that a Board which is well informed / familiarised with the Company andits affairs can contribute significantly to effectively discharge its role of trusteeshipin a manner that fulfills stakeholders' aspirations and societal expectations. In pursuitof this the Directors of the Company are updated on changes/developments in thedomestic/global corporate and industry scenario including those pertaining to statutes /legislations & economic environment and on matters affecting the Company to enablethem to take well informed and timely decisions.

Committees of the Board

The Company's governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 and SEBI (LODR) Regulations 2 0 1 5 the Company has formed following threeCommittees of Directors which are focused on financial reporting audit & internalcontrols compliance issues appointment and remuneration of Directors and SeniorManagement Employees and the risk management framework.

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the Meetings are given at Annexure-I

Auditor and Auditor's Report Statutory Auditor

M/s. Saraswat & Company Chartered Accountants Jaipur having firm registration no:004846C were appointed as Statutory Auditors of the Company by the members at the 21stAnnual General Meeting to hold office until the conclusion of the Annual General Meetingof the Company to be held in the Year 2020.

The Statutory Auditors of the Company have submitted Auditors' Report on the financialstatements (standalone and consolidated) of the Company for the financial year ended 31stMarch 2019. The reports do not contain any reservation qualification or adverse remark.Information referred to in the Auditors' Report are self-explanatory and do not call forany further comments.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder M/s Deepika Jain & Associates Company SecretariesJaipur having firmregistration no. I2016RJ1495300 was appointed as Secretarial Auditor to conductSecretarial Audit of the Company for the Financial Year 2018-19. The Secretarial AuditReport as required under section 204 (1) of the Companies Act 2013 in the prescribed formMR-3 is enclosed as Annexure-E. The report does not contain any reservation qualificationor adverse remark. Information referred to in the Secretarial Auditor Report areself-explanatory and do not call for any further comments.

Cost Auditors

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time M/s Bikram Jain & Associates Cost Accountants Jaipur having firmregistration no 101610 has been appointed as Cost Auditor to conduct Cost Audit of theCompany for the Financial Year 2019-20 and the remuneration needs to be ratified by theshareholders of the Company at the ensuing General Meeting.

During the year under review requirement to appoint Cost Auditor was not applicable onthe Company. Further pursuant to provision of section 148(1) of the Companies Act 2013maintenance of cost records as specified by Central Government are maintained by theCompany.

Internal Auditor:

Pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under Mr. Ravindra Kumar Sharma wasappointed as an Internal Auditor of the Company for the financial year 2018-19. Mr.Ravindra Kumar Sharma has resigned from the post of Internal Auditor w.e.f. 13thAugust2019 and M/s Ankur S & Associates Company Secretaries Jaipur having firmregistration no S2018RJ562000 has been appointed as an Internal Auditor of the Companyw.e.f. 14th August 2019.

Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013.The Company has established a vigil mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Policy has a systematic mechanism for directors andemployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or policy. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. The Policyis available on the Company's website at www.rmcindia.in.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act 2 0 13 read withCompanies (Management & Administration) Rules 2014 an extract of the annual returnin the prescribed form MGT-9 is annexed herewith as Annexure D. The same is alsoavailable on the website of the Company i.e. www.rmcindia.in

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material order passed by the Regulators/ court that wouldimpact the going concern status of the company and its future operations.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into during the financial year were on an arm'slength basis and in the ordinary course of business. There are no material significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons and their relatives which may have a potentialconflict with the interest of the Company at large. The format for Particulars ofcontracts or arrangements with related parties as referred in Section 188(1) of theCompanies Act 2013 in the prescribed form AOC-2 is annexed herewith as Annexure C.

Detail of all related party transactions were placed before the Audit Committee as wellas the Board of Directors. The Audit Committee has granted omnibus approval for relatedparty transactions as per the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015. The Board has also framed a policy on related party transactions andthe same is available on the Company's website i.e. www.rmcindia.in

Related party transactions have been disclosed under the Note No. 25 ofsignificant accounting policies and notes forming part of the financial statements inaccordance with "Accounting Standard 18".

Listing of Shares

The shares of the Company are listed on BSE Limited - SME Platform and the Annuallisting fee for the year 2019-20 has been duly paid.

Environment and Safety

Your Company is driven by principles of sustainability incorporating environmentemployees and society aspects in all our activities. We are focused on employeewell-being developing safe and efficient products minimizing environmental negativeimpact of our operations and products and minimizing the impact of our operations onsociety. Your Company is conscious of the importance of environmentally clean and safeoperations and ensure of all concerned compliances environmental regulations andpreservation of natural resources. RMC Switchgears Limited recognizes quality andproductivity as a pre-requisite for its operations and has implemented ISO 9001:2015.Continuous efforts to preserve the environment are pursued.

Employees' well-being and safety is of paramount importance to us. Creating a safe andhealthy work environment is the most material issue in our operations. The focus is tocontinuously improve our health and safety performance. Our operations are safe and do notuse significant amount of hazardous materials. All our employees are provided withrelevant personal protective equipment according to the nature of work handled. They arealso imparted relevant training on safety and handling of hazardous materials.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 inpreparation of annual accounts for the financial year ended 31st March 2019 and statethat:

a) in the preparation of annual accounts of the Company for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures from the same if there any;

b) 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 as at 31st March 2019 andprofit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularity;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial control have been laid down which are adequate and wereoperating effectively; and

f) proper systems have been devised ensure compliance with the provision of allapplicable law and that such system operating effectively.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under regulation 34 (2) (f)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in the separate section forming part of this Annual Reportas Annexure-G.

Business Responsibility Report

The Business Responsibility Reporting as required under Regulation 34 (2) (f) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicableto your company for the financial year 2018-19.

Internal Control Systems and Their Adequacy

The Company has adequate internal control system commensurate with the size of itsoperations. Adequate records and documents are maintained as required by laws. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations if any. The Audit Committee givesvaluable suggestions from time to time for improvement of the company's businessprocesses systems and internal controls. All efforts are being made to make the internalcontrol systems more effective

Nomination and Remuneration Policy of Directors Key Managerial Personnel and OtherEmployees

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe have approved a policy on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are - ObjectiveRole of Committee Appointment and removal of directors/KMP/ Senior Management Terms& tenure Evaluation Policy For Remuneration To Directors/ KMP/ Senior ManagementPersonnel etc.

Human Resource Management Health and Safety

At RMC we consider our employees as the most valuable resource and ensure strategicalignment of Human Resource practices to business priorities and objectives. Our constantendeavour is to invest in people and people processes to improve human capital for theorganization and service delivery to our customers. Attracting developing and retainingthe right talent will continue to be a key strategic imperative and the organizationcontinues its undivided attention towards that. We would like to take this opportunity toexpress appreciation for the hard work and commitment of the employees of the Company andlook forward to their continued contribution.

RMC strives to provide a conducive and competitive work environment to help theemployees excel and create new benchmarks of productivity efficiency and customerdelight. At RMC the Human Resource agenda continues to remain focused on reinforcing thekey thrust areas i.e. being the employer of choice building an inclusive culture and astrong talent pipeline and building capabilities in the organization. To maintain itscompetitive edge in a highly dynamic industry we recognize the importance of having awork force which is consumer-focused performance-driven and future- capable. In keepingwith this a number of policies and initiatives have been drawn up like regular employeeengagement surveys focusing on objective performance management system with key resultareas and performance indicators. These initiatives ensure a healthy balance betweenbusiness needs and individual aspirations.

At RMC we ensure that there is full adherence to the code of ethics and fair corporatepractices. RMC provide equal opportunity in all aspects of employment includingrecruitment training work conditions career progression etc. that reconfirms ourcommitment that equal employment opportunity is a component of our growth andcompetitiveness. Further RMC is committed to maintaining a workplace where eachemployee's privacy and personal dignity is respected and protected from offensive orthreatening behaviour including violence. The Company believes in empowering its employeesthrough greater knowledge team spirit and developing greater sense of responsibility.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act 2013 read withrules made thereunder as amended from time to time has been given as Annexure F which fo rms a part of this Report.

Risk Management

The Company has framed and implemented a Risk Management policy to identify the variousbusiness risks. This framework seeks to create transparency minimise adverse impact onbusiness objectives and enhance the Company's competitive advantage. The risk managementpolicy defines the risk management approach across the enterprise at various levelsincluding documentation and reporting.

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures.

(A) Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in theprocess of manufacturing. Your Company commands excellent business relationship with bothsuppliers and buyers. In case of major fluctuation either upwards or downwards the matterwill be mutually discussed and compensated both ways. Also by focusing on new value addedproducts helps in lowering the impact of price fluctuation in finished goods.

(B) Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company's dependency oninterest bearing debt is reasonably low therefore risk on account of any unforeseen hikein interest rate is very nominal.

(C) Human Resource Risk

Your Company's ability to deliver value is dependent on its ability to attract retainand nurture talent. Attrition and non availability of the required talent resource canaffect the overall performance of the Company. By continuously benchmarking of the best HRpractices across the industry and carrying out necessary improvements to attract andretain the best talent. By putting in place production incentives on time bound basis andevaluating the performance at each stage of work. Also recruitment is across almost allstates of India which helps to mitigate this risk and we do not anticipate any major issuefor the coming years.

(D) Competition Risk

Your Company is exposed to competition risk particularly from China. The increase incompetition can create pressure on margins market share etc. However by continuousefforts to enhance the brand image of the Company by focusing on quality cost timelydelivery best customer service and by introducing new product range commensurate withdemands your Company plans to mitigate the risks so involved. Company is diversifyinginto new products to balance the risk of depending on sole product.

(E) Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviewsthe changes in regulatory framework through various legal compliance management tools toavoid any such compliance related risk.

(F) Industrial Safety Employee Health and Safety Risk

The Electrical industry is labour intensive and is exposed to accidents health andinjury risk due to machinery breakdown etc. By development and implementation of criticalsafety standards across the various departments of the factory establishing training needidentification at each level of employee. All the insurable interests of your Companyincluding Properties Equipment and stocks etc. are adequately insured.

Prevention of Sexual Harassment at Workplace

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition Redressal) Act 2013 the Company has formulatedan Anti-Sexual Harassment Policy. All employees (permanent contractual temporary andtrainees) are covered under this policy. During the year under review the Company has notreceived any complaint pertaining to sexual harassment. The Company has duly constitutedInternal Complaint Committee for the Prevention of Sexual Harassment at Workplace

Dematerialisation of Shares

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system. As on March 31 2019 100% of theshare capital stands dematerialized.

Corporate Social Responsibility (CSR)

As per Provisions of Section 135 of the Company Act 2013 and rules made there underthe Corporate Social Responsibility is not applicable on your company for the FinancialYear 2019-20.

Trade & Investor Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The Directors places on record their appreciation for the valuable contributionmade by the employees of the Company.

Corporate Governance

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the provisions of Regulation 27 and para C D E of Schedule V is notmandatory in respect of the listed entities which have listed its specified securities onSME platform

Since the Company falls into the ambit of the above mentioned limits compliance withthe provisions of Regulation 27 and para C D E of Schedule V of the Listing Regulationsis not mandatory for the Company for the time being and consequently the ComplianceReport on Corporate Governance as stipulated under Schedule V of the Regulations does notform part of this Annual Report for the Financial Year 2018-19.

Secretarial Standards

During the year the Company has complied with all applicable secretarial standards.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter suc h acts. The Code has been uploaded on the Company's websitewww.rmcindia.in.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

Declaration by Chairman & Managing Director regarding compliance by board membersand senior management personnel with the company's code of conduct is given in Annexure"J".

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive information to prevent misuse thereof andregulate trading by designated persons. The code of practices and procedures for fairdisclosure of unpublished price sensitive information is also available on the Company'swebsite i.e. www.rmcindia.in. The Board is responsible for implementation of the Code.All Board of Directors and the designated employees have confirmed compliance with theCode.

Transfer of Amounts to Investor Education and Protection Fund

Section 124 of Companies Act 2013 read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules")mandates that the companies to transfer the amount of dividend which remained unclaimedfor a period of seven years from the unpaid dividend account to the Investor Educationand Protection Fund (IEPF). Further the Rules also mandate that the share on whichdividend has not been paid or claimed for seven consecutive years or more be transferredto the IEPF.

1. Unclaimed dividend transferred to IEPF during the year 2018-19 - NIL

2. Shares transferred to IEPF during the year 2018-19 - NIL

Energy Conservation Technology Absorption and

Foreign Exchange Earnings and Outgo

The information under section 134(3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2019 are given atAnnexure-H and forms port of the Board's Report.

Company's Policies

The Company strive to conduct its business and strengthen the relationships in a mannerthat is dignified distinctive and responsible. Thus the Board of Directors have adoptedvarious codes and policies to carry out the duties in an ethical manner. The various codesand policies are as under:

1) Code of Conduct of board of directors and senior management personnel;

2) Board's performance evaluation policy

3) Familiarization Policy

4) Code of Conduct for Prohibition of Insider Trading;

5) Code of practices and procedures for fair disclosure of unpublished price sensitiveinformation;

6) Whistle Blower Policy and Vigil Mechanism;

7) Risk Management Policy;

8) Policy for related party transactions;

9) Nomination and Remuneration Policy;

10) Policy for determining materiality of

events/information; and.

11) Anti-Sexual Harassment Policy.

Codes & Policies as above mentioned may be accessed on the Company's website at thewww.rmcindia.in

Acknowledgement

Your Directors acknowledge a deep sense of gratitude for the continued support extendedby Investors CustomersBusiness Associates Bankers and Vendors and place on record itsappreciation for the significant contribution made by the employees at all levels throughtheir hard work and dedication at all levels which has continued to be Company's majorstrength.

We also take this opportunity to express our deep sense of gratitude to all theGovernment non-government agencies Regulatory Authorities Bankers and Vendors for theircontinued support. We also express gratitude to shareholders for their patronage supportand faith in the Company. The Board looks forward to their continued support in future.

For and on behalf of the Board of Directors
Ashok Kumar Agarwal
Chairman & Managing Director
Place: Jaipur DIN: 00793152
Date: 14.08.2019