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RMC Switchgears Ltd.

BSE: 540358 Sector: Engineering
NSE: N.A. ISIN Code: INE655V01019
BSE 00:00 | 24 Sep 21.25 -3.40
(-13.79%)
OPEN

19.75

HIGH

23.25

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19.75

NSE 05:30 | 01 Jan RMC Switchgears Ltd
OPEN 19.75
PREVIOUS CLOSE 24.65
VOLUME 12000
52-Week high 28.90
52-Week low 11.25
P/E 28.72
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.75
CLOSE 24.65
VOLUME 12000
52-Week high 28.90
52-Week low 11.25
P/E 28.72
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RMC Switchgears Ltd. (RMCSWITCHGEARS) - Director Report

Company director report

To

The Members

RMC Switchgears Limited

Your Board of Directors are pleased to present the 26th (Twenty Sixth)Annual Report on the affairs business and operations of the company together with theAudited Financial Statements for the Financial year ended 31st March 2020.

FINANCIAL PERFORMANCE & HIGHLIGHTS

The Audited Financial Statements of the company for the year ended 31stMarch 2020 are as follows:

(Rs. in Lacs)

PARTICULARS 2019-20 2018-19
Revenue From Operations 5939.38 13175.10
Other Income 29.21 86.04
Profit Before Depreciation Finance Costs 836.39 1376.84
Exceptional items and Tax Expense
Less: Depreciation & Amortization Expenses 233.63 229.29
Less: Finance Cost 538.54 636.41
Less: Exceptional Items 4.83 -
Profit Before Tax Expense (PBT) 59.39 511.14
Less: Tax Expenses (Current & Deferred) 29.33 131.08
Profit After Tax (PAT) 30.06 380.06
Total comprehensive Income 30.06 380.06

Note: Previous year's figures have been regrouped and rearranged wherever necessary

OPERATIONS AND STATE 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 Company has faced the hardship during the end of the year under review. Company hasearned the revenue of Rs. 5939.38 Lakh during the year under review.

Similarly Profit Before Depreciation Finance Costs Exceptional items and Tax Expenseis Rs. 836.39 Lakh against Rs. 1376.84 Lakh in the previous year and Net Profit before Taxamounting to Rs. 59.39 Lakh against Rs. 511.14 Lakh in the previous year. The net profitafter tax of the company for the year under review is Rs. 30.06 Lakh as against Rs. 380.06Lakh in the previous year

DIVIDEND

The Board of Directors of the Company have not recommended any dividend for the yearunder review.

TRANSFER TO RESERVES & SURPLUS

The Board of Directors of the Company have decided not to transfer any amount to theReserves but the Company has transferred profit of Rs. 30.06 Lakh from profit and lossaccount to Surplus.

PARTICULARS OF LOANS GUARANTEES & INVESTMENT

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 the 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 March2020.

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 the directors who have given loan Amount borrowed during the FY 2019-20 (Amount in Rs.)
Mrs. Neha Agarwal 2749030

DETAILS OF HOLDING AND SUBSIDIARY COMPANIES

During the year under review The Company divested 100% of Equity Investment held bythe Company in Explora IOT Solutions Private Limited (Wholly Owned Subsidiary Companyformed on 10th May 2018) on 30th September 2019.

LOAN TO SUBSIDIARY

The maximum amount of Loan outstanding during the year under review to Explora IOTSolutions Private Limited being Wholly Owned Subsidiary was Rs. 85970/- (Rupees EightyFour Thousand Five Hundred only) as on 30.09.2019. The equity shares of the Explora IOTSolutions Private Limited were divested on 30.09.2019 by RMC Switchgears Limited i.e.Explora IOT Solutions Private Limited is not the Subsidiary of RMC Switchgears Limitedw.e.f. 30.09.2019. The details of the same are given in Annexure-B.

CHANGE IN CAPITAL STRUCTURE

During the financial year 2019-20 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. Theshort- term 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 the directors confirmthat there are no such material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(KMP)

During the year under review there have been changes in the post of Company Secretary.The Changes are as follows:

NAME DATE OF APPOINTMENT DATE OF CESSATION
Pranju Daftari 08.08.2018 31.05.2019
Neha Dusad 24.06.2019 18.01.2020
Srishti Kulshrestha 04.03.2020 -

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.

BOARD MEETING

During the year under review Fifteen (15) Board Meetings were convened & held thedetails of which are given in Annexure-I.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given the declaration that they meet thecriterion 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 IndependentDirector along with the confirmation that they have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013. The terms and conditionsfor the appointment of Independent Director are available on the website.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

RMC believes that a well informed and familiarized Board can significantly andeffectively discharge its role of trusteeship in a manner that fulfils stakeholders'aspirations and societal expectations. In pursuit of this the Directors of the Companyare updated on changes and developments in the Domestic and Global Corporate and IndustryScenario including those pertaining to statutes legislations and economic environmentand on matters affecting the Company to enable them to take well informed & timelydecisions.

COMMITTEES OF THE BOARD

The Company's governance structure is based on the principles of freedom to ensure thatthe powers vested in the executive management are exercised with due care andresponsibility so as to meet the expectation of all the stakeholders. In line with theseprinciples and the Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company hasformed following three Committees of Directors which are focused on financial reportingaudit & internal controls compliance issues appointment and remuneration ofDirectors and Senior Management Employees and the risk management framework.

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders' Relationship Committee

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

AUDITORS AND AUDITORS' REPORTS

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 financial statements of the Company for the financial yearended 31st March 2020. The reports do not contain any reservation qualification oradverse remark. Information referred to in the Auditors' Report are self-explanatory anddo not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder M/s Deepika Jain & Associates Company Secretaries Jaipur having firmregistration no. I2016RJ1495300 was appointed as Secretarial Auditor to conductSecretarial Audit of the Company for the Financial Year 2019-20. However the SecretarialAuditor resigned on 5th March 2020. Consequently M/s B K Sharma &Associates Jaipur was appointed to conduct the Audit for the Financial Year 2019-20.TheSecretarial Audit Report as required under section 204 (1) of the Companies Act 2013 inthe prescribed form MR-3 is enclosed as Annexure-E. The report does not contain anyreservation qualification or adverse remark. Information referred to in the SecretarialAuditor Report are self-explanatory and do not call for any further comments.

COST AUDITOR

During the year under review as per the requirement of the Central Government andpursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Records andAudit) Rules 2014 as amended from time to time it was required to appoint Cost Auditorby the Company. Hence M/s Bikram Jain & Associates Cost Accountants Jaipur havingfirm registration no 101610 has been appointed as Cost Auditor to conduct Cost Audit ofthe Company for the Financial Year 2019-20. Further pursuant to provision of section148(1) of the Companies Act 2013 maintenance of cost records as specified by CentralGovernment are maintained by the Company.

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 2019-20. FurtherMr. Ravindra Kumar Sharma resigned as the Internal Auditor of the Company w.e.f.13.08.2019. Upon his resignation M/s Ankur S & Associates Practicing CompanySecretaries Jaipur having Firm Registration Number S2018RJ562000 was appointed as theInternal Auditor of the Company for the financial year 2019-20 w.e.f. 13.08.2019. M/sAnkur S & Associates Practicing Company Secretaries Jaipur resigned as the InternalAuditor of the Company w.e.f. 31.10.2019 and Mr. Ravindra Kumar Sharma was appointed asthe Internal Auditor for the Financial Year 2019-20 w.e.f 31.10.2019.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) & 177(10) of the Companies Act2013 The Company has formulated a Vigil Mechanism and 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 Vigil Mechanism and WhistleBlower Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. The Policy is available on the Company's website at www.rmcindia.in.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 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 also availableon 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 of significantaccounting policies and notes forming part of the financial statements in accordance with"Accounting Standard 18".

LISTING OF SHARES

The shares of the Company are listed on BSE Limited SME Platform and the Annual listingfee for the year 2020-21 was duly paid.

ENVIRONMENT AND SAFETY

The Company is driven by principles of sustainability for employees and society. We arefocused on employee well-being developing safe and efficient products minimizingenvironmental negative impact of our operations and products and minimizing the negativeimpact of our operations on society. The Company is conscious of the importance ofenvironmentally clean and safe operations and ensures all concerned compliancesenvironmental regulations and preservation of natural resources. RMC Switchgears Limitedrecognizes quality and productivity as a prerequisite for its operations and hasimplemented 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 2020 and statethat:

1. In the preparation of annual accounts of the Company for the financial year ended31st March 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures from the same if there any;

2. 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 2020 and profit of theCompany for that period;

3. 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;

4. The annual accounts have been prepared on a going concern basis;

5. Proper internal financial control have been laid down which are adequate and wereoperating effectively; and

6. 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 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toour company for the financial year 2019-20.

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 Company have approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are Objective Roleof Committee Appointment and removal of directors/KMP/ Senior Management Terms &tenure Evaluation Policy For Remuneration To Directors/ KMP/ Senior Management Personneletc.

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 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 to 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 whichforms 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

For us Commodity price risk is the risk of price fluctuation on basic raw materialsused in the process of manufacturing as well as finished goods. Our Company commandsexcellent business relationship with both suppliers and buyers. In case of majorfluctuation either upwards or downwards the matter will be mutually discussed andcompensated both ways. Also by focusing on new value added products helps in lowering theimpact of price fluctuation in finished goods. Many of the tenders awarded to us includesprice escalation clause which reduces the Commodity Price risk.

(B) INTEREST RATE RISK

Any increase in interest rate can affect the finance cost of the Company. Our Companycontinuously monitors the interest rate on debt and switches to debt which attracts lowrate of interest.

(C) HUMAN RESOURCE RISK

Our 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. We ensure continuous benchmarking of thebest HR practices across the industry and carrying out necessary improvements to attractand retain the best talent. By putting in place production incentives on time bound basisand evaluating the performance at each stage of work we increase satisfactory levelamongst the employees. Also recruitment is across almost all states of India which helpsto mitigate this risk and we do not anticipate any major issue for the coming years.

(D) COMPETITION RISK

Our 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 the Company plans to mitigate the risks so involved. Company is diversifying intonew products to balance the risk of depending on sole product.

(E) COMPLIANCE RISK

Any default can attract penal provisions. Our 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. We ensure development and implementation ofcritical safety standards across the various departments of the factory. All the insurableinterests of the Company including Properties Equipment and stocks etc. are adequatelyinsured.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Our 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 and Redressal) Act 2013 the Company hasformulated Workplace Anti-Harassment Policy. All employees (permanent contractualtemporary and trainees) are covered under this policy. During the year under review theCompany has not received any complaint pertaining to sexual harassment. The Company hasduly constituted Internal Complaint Committee for the Prevention of Sexual Harassment atWorkplace.

DEMATERIALISATION OF SHARES

The shares of our 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. As on March 312020 100% of the share capital stands dematerialized.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Provisions of Section 135 of the Company Act 2013 and rules made there underthe requirement of constituting Corporate Social Responsibility Committee is notapplicable on your company for the Financial Year 2020-21.

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 under 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 2019-20.

In line with same the Company files the Corporate Governance-Non ApplicabilityCertificate to BSE on quarterly basis as per Regulation 27(2) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

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 / behaviours of any form and the Board has laid down thedirectives to counter such acts.

The Code has been uploaded on the Company's website www.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 expectedbehaviour 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 Managing Director regarding compliance by board members and seniormanagement personnel with the company's code of conduct is given in the report.

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. AllBoard of Directors and the designated employees have confirmed compliance with the Code.

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 thecompanies to transfer the amount of dividend which remained unclaimed for a period ofseven years from the unpaid dividend account to the Investor Education and ProtectionFund (IEPF). Further the Rules also mandate that the share on which dividend has not beenpaid or claimed for seven consecutive years or more be transferred to the IEPF.

1. Unclaimed dividend transferred to IEPF during the year 2019-20 - NIL

2. Shares transferred to IEPF during the year 2019-20 - 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 2020 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 Familiarization Policy

3. Code of Conduct for Prohibition of Insider Trading;

4. Code of practices and procedures for fair disclosure of unpublished price sensitiveinformation

5. Whistle Blower Policy and Vigil Mechanism;

6. Risk Management Policy;

7. Policy for related party transactions;

8. Nomination and Remuneration Policy;

9. Policy for determining materiality of events/information; and. 10. WorkplaceAnti-Harassment Policy. Codes & Policies as above mentioned may be accessed on theCompany's website at the www.rmcindia.in

ACKNOWLEDGEMENT

The Directors acknowledge a deep sense of gratitude for the continued support extendedby Investors Customers Business 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.

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