To,
The Shareholders,
Your directors have pleasure in presenting the 35th Annual Report, together
with the Audited Financial Statements of the Company for the financial year ended March
31, 2023. The consolidated performance of the Company and its Subsidiary has been referred
to wherever required.
FINANCIAL HIGHLIGHTS:
(`Rs in Lakhs except EPS)
|
Standalone |
Consolidated |
Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
Total revenue (Net of tax collected) |
8973.17 |
7216.57 |
8971.03 |
7214.81 |
Profit before finance cost, depreciation and amortization |
1509.69 |
1367.77 |
1506.00 |
1361.30 |
Finance costs |
160.94 |
88.67 |
160.94 |
88.67 |
Profit before depreciation and amortization |
1348.75 |
1279.10 |
1345.06 |
1272.63 |
Depreciation and amortization |
245.30 |
183.98 |
248.50 |
187.60 |
Profit before exceptional items & tax |
1103.45 |
1095.12 |
1096.56 |
1085.03 |
Less: Exceptional items |
238.40 |
(138.18) |
238.40 |
(138.18) |
Profit before tax |
865.05 |
1233.30 |
858.16 |
1223.21 |
Tax expense |
223.05 |
311.39 |
223.05 |
311.39 |
Net profit after tax |
642.00 |
921.91 |
635.11 |
911.82 |
Add: Other comprehensive income (net of tax) |
(0.81) |
(1.64) |
(0.81) |
(1.64) |
Total comprehensive income |
641.19 |
920.27 |
634.30 |
910.18 |
Balance brought forward |
3740.94 |
2820.67 |
3632.81 |
2722.63 |
Balance carried forward |
4382.13 |
3740.94 |
4267.11 |
3632.81 |
Earning per Equity Share: |
|
|
|
|
Basic |
5.75 |
8.26 before tax was 5.69 8.17 |
|
|
Diluted |
5.75 |
8.26 |
5.69 |
8.17 |
GRAPH OF THE FINANCIAL HIGHLIGHTS (STANDALONE) FOR THE LAST TWO YEARS
COMPANY OVERVIEW:
Rexnord is a well-recognised brand in the Fan and Motors industry with a rich pedigree
of innovation and Pioneering Energy saving Products. Over the years we have invested in
large Inhouse Manufacturing capacities having cutting edge technologies, vertical and
horizontal integration and innovation capabilities. With the world changing rapidly and
India stepping up in Manufacturing we are well positioned to deliver. Alongside we are
proactively enhancing our dealer network and increasing domestic and International
penetration of our products to wider customer base. Performance was broad-based with each
of the product segments contributing to the growth. The quality and consistency of our
results reflect our competitive edge and consumer affinity. Your Company continued to meet
consumers' needs and improve the consumer experience, making meaningful progress on the
entire. Our business model is propelling us towards our vision of delivering high quality
electrical and electronic products while also demonstrating adaptability amidst ongoing
challenges. It has allowed us to swiftly execute our strategy, fulfil expectations of our
stakeholders and create sustained value for all.
FINANCIAL REVIEW:
On Standalone Basis: Your Company achieved a Total Revenue of Rs` 8973.17 lakhs as
against `Rs 7216.57 lakhs in the previous year. The total expenditure during the Year
under review was Rs` 8108.12 lakhs as against Rs` 5983.27 lakhs in the previous Year. The
Profit `Rs 865.05 lakhs as against `Rs 1233.30 after tax lakhs in the previous year and
the Net Profit was Rs` 642.00 lakhs as against ` 921.91 lakhs in the previous Year.
On Consolidated Basis: Your Company achieved a Total Revenue of Rs`8971.03 lakhs as
against Rs` 7214.81 lakhs in the previous Year. The total expenditure during the Year
under review was Rs` 8112.87 lakhs as against Rs` 5991.61 lakhs in the previous Year. The
Profit before tax was Rs` 858.16 lakhs as against Rs` 1223.21 lakhs in the previous year
and the Net Profit `Rs 635.11 lakhs as against `Rs 911.82 lakhs in the previous year.
TOP 2000 Companies as on 31st March, 2023 based on market capitalization:
Your directors have the pleasure in informing the members that your company is listed
in the Top 2000 Companies as of March 31, 2023, based on market capitalization.
FUTURE OUTLOOK:
Over the past years, we have established a mass premium brand which has transitioned
from being just industrial to consumer. Your Company has gone more entrenched in the
distribution channel by institutionalising the relationship oriented approach. Investment
in in-house manufacturing continues to be a differentiator with better quality control and
competitive edge. Alongside we aim at building a stronger brand based on our strengths and
devising a comprehensive strategy to maximise value creation through focus on brand, value
creation, omni- channel, digitalization and talent.
Your company plans to take the following measures to maintain a competitive edge in the
future.
- Reinforcing the ethos of brand Rexnord, Straddling across different consumer groups
and socio economic income with clear positioning.
- Sustained investments in the brand to deepen connect with stakeholders.
- Enhancing brand reach across multiple channels with customised and unique targeting.
- Strengthening the relationship with our dealer network.
- Going deeper by exploring new markets in the semi-urban and rural regions. Widening
the customer base.
To sum it all FY 2022-23 was characterised by rising input costs and weakening consumer
demand. A combination of prudent fiscal practices, operational excellence, solid brand
credibility, agile and flexible business model enabled us to deliver resilient outcomes.
CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the Company.
DIVIDEND:
To consolidate the financial position of the Company, the Board does not recommend any
dividend for the year ended March 31, 2023.
TRANSFER TO RESERVES:
No amount is proposed to be transferred to Reserves out of the profits earned during
the Financial Year 2022-2023.
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. The Company has
taken unsecured loan from its Chairman and Managing director during the year. The details
of the same are given in Note 45 (ii) to the Financial Statements for the year ended 31st
March, 2023. The Chairman and Managing Director has declared that amount has not been
given out of the fund acquired by him by borrowing or accepting loans or deposits from
others.
SHARE CAPITAL OF THE COMPANY:
Authorised Share Capital
The Authorised Capital of the Company as at March 31, 2023 was ` 1500 lakhs (Rupees One
Thousand Five Hundred Lakhs only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity
shares of ` 10/- each.
Issued and Paid-up Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 was ` 1116 lakhs 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 or convertible
securities with differential voting rights nor has granted any stock options or sweat
equity or warrants. As on March 31, 2023, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
After the end of financial year, the Company, at the Extra Ordinary General
Meeting held on May 12, 2023, approved the issue of 21,00,000 convertible warrants on a
preferential basis to promoter and non-promoter groups.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans given and investment made by the Company which are required to be
disclosed in the financial statements of the Company as per the provisions of section 186
(4) of the Companies Act, 2013 and Regulation
34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the SEBI Listing Regulations) are as follows:
A. Details of investments made by the Company outstanding as on 31st March,
2023:
i. Investments in Equity Shares:
(Rs` in Lakhs)
Name of entity |
Amount as at March 31, 2023 |
Rexnord Enterprise Private Limited (WOS) |
200.00 |
Infosys Limited of Face Value of `Rs 5/- each |
0.07 |
ii. Investments in Debentures & Bonds:
(Rs` in Lakhs)
Name of entity |
Amount as at March 31, 2023 |
Reliance Capital Limited (Face Value of `Rs 1,00,000/- each) |
31.12 |
B. Details of loans given by the Company to its wholly owned subsidiary outstanding as
on 31st March, 2023:
(`Rs in Lakhs)
Name of entity |
Amount as at March 31, 2023 |
Rexnord Enterprise Private Limited |
33.00 |
C. The Company has also granted loans to its employees other than directors in
accordance with the Remuneration Policy of the Company. The Outstanding loans to employees
as on 31st March 2023 are ` 5.78 lakhs. D. The Company has not given any guarantee and
provided any security in accordance with Section 186 of the Companies Act, 2013 read with
the Rules issued there under.
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 Directors including One (1) Woman Director and Three (3) Independent
Directors as on March 31, 2023.
ii) Appointment:
Independent Non-Executive Director:
The Company has appointed Mr. Mahendra Sonawne (DIN: 10160742) as an Additional
Non-Executive Director on the Board of the Company to be designated as an Independent
Director for a term of 5 years commencing from April 1, 2024, subject to the approval of
members.
Executive Director:
The Company has appointed Mr. Mohan Iyer (DIN: 10158806) as an Additional Executive
Director on the Board of the Company to be designated as a Whole-time Director for a
period of 3 years commencing from May 12, 2023, subject to the approval of members. iii)
Re-appointments:
Director liable to retire by rotation:
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Nainy K. Tanna, Director of the Company,
retires by rotation, and being eligible, has offered herself for reappointment.
Independent Non-Executive Directors:
The Shareholders at the Annual General Meeting held on September 27, 2022, reappointed
Mr. Krishnamoorthy Krishnan and Mr. Sriram Shrinivasan as Independent Non-Executive
Directors for a second term of five consecutive years with effect from May 16, 2023, to
May 15, 2028.
Executive Directors:
The Shareholders at the Annual General Meeting held on September 27, 2022, re-appointed
Mr. Kishorechand Talwar as Chairman &
Managing Director and Mrs. Nainy Tanna as Whole Time Director of the Company for a
period of 3 years with effect from April 1, 2023, including the approval by way of Special
Resolution for continuation of employment of Mr. Kishorechand Talwar at his office
attaining the age of 70 (seventy) years on April 3, 2023.
b) 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. Mrs. Shweta Kalantri |
Company Secretary & Compliance Officer |
During the Financial Year under review, there was no change in the Key Managerial
Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given their respective declaration/
disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing
Regulations and have confirmed that they fulfill the independence criteria as specified
under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declarations/disclosures on record and
acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management.
The Independent Directors have also confirmed that they have complied with the
Company's Code of Business Conduct & Ethics.
SUBSIDIARIES & ASSOCIATE COMPANIES AND JOINT VENTURE:
The Company has 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, 2023. 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 its Subsidiary Company in Form AOC-1 forms part of this Annual
Report and is appended as Annexure A'.
The Company does not have joint venture or associate companies within the meaning of
Section 2(6) of the Companies Act, 2013.
CONSOLIDATED 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 March 31, 2023 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, at
https://www.rexnordindia.com/Annual-report.aspx
Further, as per fourth proviso of the said section, Audited Annual Accounts of the
subsidiary company has also been placed on the website of the Company, at
https://www.rexnordindia.com/subsidiary_company.aspx Shareholders interested in obtaining
a copy of the Audited Annual Accounts of the subsidiary company may write to the Company
at the Company's registered office.
ANNUAL RETURN:
In accordance with the Companies Act, 2013, read with the applicable Rules, the Annual
Return in the prescribed format can be accessed at https://www.
rexnordindia.com/AGM-Compliance.aspx
NUMBER OF MEETINGS OF THE 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.
COMMITTEES OF BOARD OF DIRECTORS:
The Company has constituted various Committees pursuant to the requirements of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act,
2013. Presently, the Company has following Committees of the Board of Directors
: Audit Committee
Nomination & Remuneration Committee
Stakeholders' Relationship Committee
Corporate Social Responsibility Committee
The details with respect to the composition, meetings, powers, roles, terms of
reference, etc. of these Committees are given in the Corporate Governance
(5) years Report' of the Company which forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement
it is hereby confirmed:
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 effectively; and
operating
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.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations the
company has implemented a system of evaluating performance of the Board of Directors and
of its committees and individual directors on the basis of evaluation criteria suggested
by the Nomination and Remuneration Committee and the SEBI Listing Regulations.
Accordingly, the Board has carried out an evaluation of its performance after taking into
consideration various performance related aspects of the Board's functioning, composition
of the Board and its Committees, culture, execution and performance of specific duties,
remuneration, obligations and governance. The performance evaluation of the Board as a
whole, Chairman and Executive Directors was also carried out by the Independent Directors
in their meeting held on January 28, 2023.
Similarly, the performance of various committees, individual Independent and Executive
Directors was evaluated by the entire Board of Directors (excluding the Director being
evaluated) on various parameters like engagement, analysis, decision making, communication
and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board,
its committees and individual directors.
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Company's 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 and is also available on the
Company's website viz. https://www. rexnordindia.com/Policies.aspx
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's 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 SEBI Listing Regulations.
Further, disclosure in Form AOC 2 is not given as the Company has not entered into
any material significant related party transactions 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 Company's
website https://www.rexnordindia.com/Policies.aspx
AUDITORS:
a) Statutory Auditor
Members of the Company at the Annual General Meeting (AGM') held on September 27,
2022 approved the appointment of M/s. R. S. Agrawal & Associates (Firm Registration
No. 100156W), Chartered Accountants, commencing from the as StatutoryAuditors for a term
of five conclusion of the 34th Annual General Meeting till the conclusion of
the 39th Annual General Meeting to be held in 2027.
M/s. R. S. Agrawal & Associates, 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, 2024 and accordingly M/s. R S Agrawal & Associates, Chartered Accountants
will continue to be the Statutory Auditors of the Company for Financial Year ending March
31, 2024. Further, they have confirmed that they hold certificate issued by the
Peer Review Board of the valid Institute of Chartered Accountants of India (ICAI).
The Auditors' Report for financial year 2022-2023 on the financial statements forms
part of this Annual Report. There has been no qualification, reservation or adverse remark
or disclaimer in their Report. The Auditors have also confirmed that they satisfy the
independence criteria required under Companies Act, 2013 and Code of Ethics issued by
Institute of Chartered Accountants of India. The Auditors attend the Annual General
meeting of the Company.
During the year under review, the Statutory 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. Chartered Accountants, as internal auditors of the
Company for the financial year ending 31st March, 2024
c) Secretarial Auditor
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company
Secretaries for the Financial Year 2022-2023. The Report given by the Secretarial
Auditors is annexed as Annexure B' to 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.
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the
Board of Directors have appointed
M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the
Company in relation to the financial year ending March 31, 2024.
The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an audit for the
Financial Year ended March 31, 2023 for all applicable compliances as per the Securities
and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The
Secretarial Compliance
Report issued by M/s. GMJ & Associates, Company Secretaries has been submitted to
the Stock Exchange within 60 days of the end of the Financial Year.
d) 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
2022-2023 and 2023-2024.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 for Corporate Social
Responsibility (CSR) are applicable to the Company for the Financial Year 2022-2023 and
accordingly, the Company has in place the Corporate Social Responsibility Committee.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and Annual Report on CSR activities during the year under review are set out in Annexure
C' of this report. For other details regarding the CSR Committee, please refer
to the Corporate Governance Report, which is a part of this report. The CSR policy is
available on the website of the Company at https://www.rexnordindia.com/Policies.aspx The
role of the committee has been defined as per section 135 of the Companies Act, 2013 read
with The
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII
thereof.
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 Code of Conduct
deals with ethical issues and also foster a culture of accountability and integrity. The
Code is in accordance with the requirements of Listing Regulations has been posted on the
Company's website https://www.rexnordindia.com/Policies.aspx
All the Board Members and Senior Management Personnel have confirmed compliance with
the Code.
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 Annexure
D' & E' forms part of this Report.
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 Chairman of the
Audit Committee of the Board.
The Internal Auditor 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 controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
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
Company's 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.
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 with the Objective to formalize the process of
Identification of Potential risk and adopt appropriate risk mitigation measures through a
risk management structure. The Policy is a step by the Company towards strengthening the
existing internal controls and updating the same as may be required from time to time.
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 Company's
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
have been denied access to the Audit Committee. The Whistle Blower Policy has been posted
on the website of the Company www.rexnordindia.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has a Policy on prohibition, prevention and redressal of sexual harassment
of women at workplace and matters connected therewith or incidental thereto covering all
the aspects as contained under "The Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013".
During the financial year 2022-2023, no complaint was received under the policy.
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 thrust in the
Company. Better maintenance of equipment's, 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 equipment's.
- As a responsible Corporate Citizen and in adherence to our climate change strategy,
Company is continuously taking effective steps to conserve energy.
- With the installation of solar energy plant, the Company is saving a substantial cost
of power consumption.
- 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 equipment's:Rs ` 4.34 lakhs on Solar Energy plant
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. l Making
design modifications the manufacturing process and enhance productivity. l
Developing Jigs, Fixtures and devices to increase productivity. l Improvements to
tool design. l Up gradation of machines. l Design and development of special
machines required for increasing capacity. l 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 2022-2023 is as under: (`Rs in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
Foreign Exchange Earning |
1446.93 |
1513.15 |
Foreign Exchange Outgo |
2606.17 |
1512.06 |
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.
DEPOSITORY SERVICES:
The Company's 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.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company is in process of opening of Demat Suspense Account.
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.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant or Regulators or Courts or Tribunals which impact the going
concern status and the Company's operations in future.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:
Pursuant to Regulation 15(2) read with Schedule V of SEBI Listing Regulations the
Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, are set out as separate Annexure's intheproductssoasto
simplify F' & G', together with the Certificate regarding compliance with
the requirements of Corporate Governance as stipulated in Listing Regulations.
The Company is complying with the Regulations of SEBI Listing Regulations with regard
to Corporate Governance and reports to that effect are regularlyfiledwith the Stock
Exchange.
BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34(2) of the
SEBI Listing Regulations is not applicable to the Company for the financial year ending
March 31, 2023.
FINANCIAL YEAR:
The Company and its subsidiary Company in India have been following April to March as
the Financial Year.
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.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
During the year under review, no such application or proceeding has been initiated or
pending against the Company. The requirement to disclose the details of application made
or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016),
during the year along with their status as at the end of the financial year is not
applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.
ISO CERTIFICATION:
The Company's products are awarded as ISO 9001:2015 Certification.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company's shareholders,
customers, suppliers, bankers and distributors for the support they have given to the
Company and the confidence, which they have reposed in its management and the employees
for the commitment and dedication shown by them.
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For and on behalf of the Board of Directors |
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REXNORD ELECTRONICS AND CONTROLS LIMITED |
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KISHORECHAND TALWAR |
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CHAIRMAN & MANAGING DIRECTOR |
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(DIN: 00351751) |
Registered Office: |
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92-D Govt. Ind. Estate, |
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Charkop, Kandivali (W), |
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Mumbai - 400 067 |
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Date: May 30, 2023 |
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