Rexnord Electronics & Controls Ltd Directors Report.

To,

The Shareholders,

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

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

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

In this challenging business environment, our strong brandconnect, the launch of new products, service methods and continuous expansion of our distribution network enabledus to deliver a strong performance.

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

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

1. FINANCIAL HIGHLIGHTS:

( Rs in Lakhs except EPS)

Particulars

Standalone

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

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

(Rs in Lakhs)

Standalone

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

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

3. COMPANY OVERVIEW:

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

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

Singapore to exploit opportunities in the Asian Market.

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

4. FINANCIAL REVIEW:

Your Company achieved a Total Revenue (net of taxes collected) of 5713.90 lakhs as against 5739.65 lakhs in the previous Year. The total expenditure during the Year under review was 5229.86 lakhs as against 5253.19 lakhs in the previous Year. The Profit before tax was 484.04 lakhs as against 486.46 lakhs in the previous and the Net Profit after tax was 344.14 lakhs as against 327.68 lakhs in the previous Year.

5. FUTURE OUTLOOK:

The Company aims at increasing its marketing strengths and its global identity in order to boost its export sales and thereby increase its sales volume. The Company also aims at developing strategies in making the product reach global requirements by setting up distribution channels and branding techniques.

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

6. CHANGE IN THE NATURE OF BUSINESS:

i) Change in Object Clause

The Board of Directors at their meeting held on January 23, 2018 has decided to diversify into the business of Trading Activities and sought approval of members vide postal ballot for amending the main objects of the Memorandum of Association of the Company. The details of Voting Results are provided in the Corporate Governance Report, which forms part of the Annual Report.

ii) Branch Office

During the year, the Company has opened its Branch office in

Singapore, the details of the Branch at Singapore are provided in the Corporate Governance Report, which forms part of the Annual Report.

7. DIVIDEND:

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

8. TRANSFER TO RESERVES:

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

9. DEPOSITS:

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

10. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2018 was 11,15,91,000/- divided into 1,11,60,000 Equity shares, having face value of 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given loan to any bodies corporates or any other persons or has not provided any corporate guarantee or security under section 186 of the Companies Act, 2013. As regards investments, during the year under review, your Company incorporated a Wholly Owned Subsidiary viz. "Rexnord Enterprise Private

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

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

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS

i) Composition:

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Five (5) Directors comprising of Two (2) Executive Director including One (1) Woman Director and Three (3) Independent Directors as on March 31, 2018.

ii) Re-appointments:

Based on performance evaluation and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149 and 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. Ayyaswami Sundaram as Independent Director for a second term of five consecutive years with effect from April 1, 2019 to March 31, 2024, for the approval of Members.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nainy Kunal Tanna, Director of the Company, retires by rotation, and being eligible, has offered herself for reappointment.

iii) Resignation:

Mr. Ram Senhi and Mr. Ganapathy Dharmarajan resigned as Independent Directors from April 1, 2018 and May 7, 2018 respectively. The Board of Directors has placed on record its warm appreciation for the rich contribution made by them and the guidance provided by them during their tenure as Independent Directors of the Company.

iv) Inductions / Appointments:

The Board has appointed Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasan as Additional Directors on the Board of the Company in Independent capacity w.e.f. May 16, 2018. The Board proposes to appoint Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasan as Regular Independent Directors of the Company in accordance with Section 149 of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for one term of Five (5) years subject to approval of Members. v) Key Managerial Personnel:

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS:

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

14. SUBSIDIARIES & ASSOCIATE COMPANIES:

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

Owned Subsidiary Company i.e. Rexnord Enterprise Private Limited within the meaning 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

Rexnord Enterprise Private Limited as on March 31, 2018.

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

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

15. CONSOLIDTAED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the

Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended 31st March 2018 along with Auditors Report forms part of this Annual Report.

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

Further, as per fourth proviso of the said section, Audited Annual Accounts of each of the subsidiary companies have also been placed on the website of the Company, www.rexnordindia.com.Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Companys registered office.

16. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return as provided under sub-section (3) of Section 92 in the Form MGT 9 for the financial year under review is appended as Annexure ‘B and forms part of this report.

17. NUMBER OF MEETING:

a) Board of Directors

The Board of Directors met Six (6) times in the financial year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report.

b) Audit Committee

During the year, Four (4) Audit Committee Meetings were convened and held. The Audit Committee was reconstituted at the Board Meeting held on May 16, 2018. The details pertaining to composition of Audit Committee and the attendance of the Audit Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

c) Nomination & Remuneration Committee

During the year, Three (3) Nomination and Remuneration Committee Meetings were convened and held. The Nomination and Remuneration Committee was reconstituted at the Board Meeting held on May 16, 2018. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

d) Stakeholders Relationship Committee

During the year, Four (4) Stakeholders Relationship Committee Meetings were convened and held. The Stakeholders Relationship Committee was reconstituted at the Board Meeting held on May 16, 2018. The details pertaining to composition of Stakeholders Relationship Committee and the attendance of the Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

18. DIRECTORS RESPONSIBILITY STATEMENT: related

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

2013, the Directors confirm that:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Act and as prescribed by SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

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

Board composition and structure

Effectiveness of Board processes, information and functioning

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

Composition of committees

Effectiveness of committee meetings

Achievements during the year based on their duties

Reviewing the terms of reference of the committees

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

Contribution of the director to the Boards strategic thinking

Leadership and commitment of the director

Participation in Board and Committee meetings

Communication and interpersonal skills of the director

Ethical issues and dilemmas faced by the director

Relationship of the director with the senior management.

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

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

20. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND

OTHER DETAILS:

The Companys policy on Directors appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Annual Report.

21. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business and in compliance with the provisions of Section 188 of the

Companies Act, 2013 and Listing Regulations. Further, disclosure in Form

AOC – 2 is not given as the Company has not entered into any material party transactionssignificant with Promoters, Key Managerial Personnel or other designated persons as per the materiality defined by the Board.

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

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Companys website i.e. www.rexnordindia.com

22. 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 the Company for a period of five years commencing from the conclusion of the 29th Annual

General Meeting held on September 1, 2017 until the conclusion of 34th AGM of the Company to be held in the year 2022.

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

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

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

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

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

Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed M/s. R. J. Rathi & Co., as internal auditors of the Company.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure ‘C and forms part of this report.

There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

23. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rules made thereunder, Cost Audit is not applicable to the Company for the Financial Year 2017-2018 and 2018-2019.

24. CORPORATE SOCIAL RESPONSIBILITY:

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

2014, the net profit of the Company was below 5 Crores during the three immediately preceding Financial Years. Accordingly, the provisions of CSR policy were not applicable for the Financial Year 2017-18.

25. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code with revision made in accordance with the requirements of Listing Regulations has been posted on the Companys website www. rexnordindia.com All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

27. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexures ‘D & ‘E forms part of this Report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal audit functions of the Company are carried out by a firm of Chartered Accountants. The scope and authority of the Internal Audit function is defined by the Audit

Committee. The Internal Auditors reports to the Chairperson of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

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

29. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively.

30. RISK MANAGEMENT:

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

The Company has a Risk Management policy (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the Companys risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with financial stability.

There are no risks which threaten the existence of the Company.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the

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

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

33. PARTICULARS REGARDING CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, 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 corporate trust in the Company. Better maintenance of equipments, improved operating practice and installation of most modern machinery has resulted in lot of saving in energy cost and consumption of raw materials.

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

– Due consideration has been given to energy consumption while procuring equipments.

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

– Except the emergency lights, all lights and electrical gadgets are turned off after working hours and on holidays at office premises of the Company to help in minimizing the energy consumption.

(ii) The Steps taken by the Company for utilizing alternate source of energy; The Company is constantly exploring avenues for cost saving as an ongoing process.

(iii) The Capital invested on energy equipments: Nil

B. TECHNOLOGY ABSORPTION:

a) Research & Development :

The Research & Development department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends. Research and Development is being carried out in the following areas.

Making design modifications in the products so as to simplify the manufacturing 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 for increasing capacity.

Development of equipment required for testing product reliability at various stages. b) Technology absorption, adaptation and innovation:

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

C. FOREIGN EXCHANGE EARNED AND USED:

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

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

34. ENVIRONMENT AND SAFETY:

The Company is committed to:

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

Safe work, resource conservation, waste management and emergency response measures for continual improvement in performance.

Design, construct, operate & maintain its facilities while assuring the best material and service quality and operate in a way that mitigates and minimizes risks and hazards.

Prevention of ill-health, injuries and pollution by adopting best practices, carrying out periodic risk assessments, reviews, inspections and providing awareness to employees and concerned stakeholders.

35. INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification, issued by the Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its subsidiaries has adopted "IND AS" with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2017.

36. GOODS AND SERVICE TAX (GST):

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

37. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE687C01012.

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

38. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: or material orders which were passed by the There are no significant

Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

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

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

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

Auditors of the Company regarding compliance with the requirements of

Corporate Governance as stipulated in Listing Regulations.

41. BUSINESS RESPONSIBILITY REPORTING:

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

31, 2018.

42. FINANCIAL YEAR:

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

43. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND

ANNUAL GENERAL MEETINGS:

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

44. ISO CERTIFICATION:

The Companys products are awarded as ISO 9001:2008 Certification.

45. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Companyandtheconfidence,which they have reposed in its management and the employees for the commitment and dedication shown by them.

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

Chairman & Managing Director

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