Home  »  Company  »  Ruttonsha Intl.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Ruttonsha International Rectifier Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Sixth Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS AND OPERATIONS (Amt. in Rs.)

Year ended Year ended Particulars 31.03.2015 31.03.2014

Revenue from Operations (Net) 270,561,312 218,135,796

EBIDTA 27,901,517 22,400,468

Less - (i) Finance Costs 14,076,932 14,039,011

(ii) Depreciation 11,268,558 11,292,170

Profit/(Loss) before Tax 25,56,027 (29,30,713)

Less - (i) Provision for Taxation 488,000 -

(ii) Deferred Tax Liability/(Asset) (1,073,519) -

Profit/
Add - Balance brought forward from previous year 54,168,937 57,099,650

Amount available for Appropriation 57,310,483 54,168,937

Less - Appropriation - -

Balance carried to Balance Sheet 57,310,483 54,168,937

PERFORMANCE

During the financial year 2014-15, your Company reported a topline growth of 24% over the previous year, against the backdrop of economic uncertainties and challenging business environment. The revenue from Operations for the financial year was Rs. 270,561,312/- as against Rs. 218,135,796/- last year. The growth in revenues during the year were mainly attributable to resilient orders from our regular clients, boost in export sales and execution of large equipments orders during the year. Earnings before Interest, Depreciation and Tax (EBIDTA) for the year increased by 24.56% to Rs. 27,901,517/- as compared to Rs. 22,400,468/- last year. The Company reported Net Profit of Rs. 31,41,546/- for the year as against Net Loss of Rs. 29,30,713/-.

DIVIDEND

In order to plough back the accruals, your Directors do not recommend any dividend for the financial year ended 31st March, 2015.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31s' March, 2015 is t 69,572,400/-. During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS

In terms of the provisions of Section 152 of the Companies Act 2013 ("the Act"), Mr. Manoj P. Mehta, Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Independent and Non Independent Directors. The board expressed their satisfaction with the evaluation process.

DEPOSITS

Your Company has not accepted any fixed deposits from the public during the year 2014-15 and there are no outstanding fixed deposits as on 31s1 March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

AUDITORS

(a) Statutory Auditors :

M/s. Ajay Shobha & Co., Chartered Accountants, the Statutory Auditors of the Company, holds office until the conclusion of the 48"1 Annual General Meeting of the Company. Their appointment is subject to ratification at the 46th Annual General Meeting. The Company has received a certificate from the retiring auditors, confirming that their re-appointment, if made, will be in accordance with Section 139 read with Section 141 of the Act.

Members are requested to consider the re-appointment of Statutory Auditors - M/s. Ajay Shobha & Co. and authorise the Board of Directors to fix their remuneration.

(b) Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Act and the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Neetu Agrawal & Co., a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B to the Directors Report.

The Auditors' Report and the Secretarial Audit Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

CREDIT RATING

ICRA Limited have reaffirmed their long term Credit rating of [ICRA]BB (pronounced ICRA double B plus) rating to the Company's Fund based limits and a short term rating of [ICRA]A4 (pronounced ICRA A four plus) rating to the Company's Non fund based limits. The outlook on the long term rating has been revised from Negative to Stable.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Act is included in this report as Annexure A and forms an integral part of this report.

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 were in compliance with the applicable provisions of the Act and the Listing Agreement. Details of the transactions with related parties are provided in the accompanying notes forming part of the financial statements.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal control system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company, This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

Four meetings of the board were convened and held during the year. The Board has constituted an Audit Committee with Mr. Kisan R. Choksey as Chairman and Mr. Venkitaraman Iyer and Mr. Manoj P. Mehta as members. There has not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees, number of the meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Act, the directors would like to state that :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have 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 profits of the Company for the year under review;

(iii) The directors have 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;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The policy aims to provide protection to female employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15. 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 victimisation 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134 (3){m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended 31s' March, 2015 is given below and forms part of the Directors' Report.

(a) Conservation of Energy

(i) Step taken or impact on conversation of energy :

1. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible.

2. For effective treatment of effluents the Company has constructed an effluent treatment plant. Waste water generated from manufacturing process is treated/recycled at Effluent Treatment Plant and used for internal consumption and plantation.

3. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

(ii) Steps taken by the Company for utilizing alternative source of energy :

The Company has installed 10Kva three phase Roof Top Solar Plant at Baska Factory alongwith with online Inverter based system as an alternate means of power and to encourage energy conservation. This solar power plant is based on SPV (Solar Photovoltaic Cells) connected to grid.

(iii) Capital Investment on energy conversation equipments :

The Company continuously makes investments in its facility for better maintenance and safety of the operations. The Company has undertaken efforts to rectify the shortfalls in the existing facilities in order to reduce the energy consumption by setting up efficient facilities.

(b) Technology Absorption

(i) Efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution :

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm. Efforts towards technology absorption include continued efforts for process improvements and improved product types/designs in order to improve the efficiency, productivity and profitability of the Company.

(ii) Information regarding technology imported, during last 3 years : Nil

(iii) Expenditure incurred on Research and Development : Nil

(c) Foreign Exchange Earnings and Outgo

(i) Foreign Exchange earned during the year - Rs. 47,535,610/- (ii) Outgo of Foreign Exchange during the year - Rs. 85,004,503/-

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration exceeding the limits specified in Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with Rule 5 of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others, entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of forthcoming Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for assistance and co-operation received from customers, bankers, regulatory and government authorities during the year. The Directors express their gratitude to the shareholders for reposing their faith and confidence in the Company. The Directors also acknowledge the contribution made by the Company's employees at all levels. Our consistent growth was made possible by their hard work, solidarity and support.

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah

Date : 27th May, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty Fifth Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONS (Amt. in Rs.)

Year ended Year ended Particulars 31.03.2014 31.03.2013

Revenue from Operations (Net) 218,135,796 300,305,126

EBIDTA 22,400,468 49,648,952

Less - (i) Finance Costs 14,039,011 13,005,858

(ii) Depreciation 11,292,170 11,754,311

Profit/(Loss) before Tax (29,30,713) 24,888,783

Less - Provision for Taxation - 56,40,786

Profit/(Loss) for the year (29,30,713) 19,247,997

Add - Balance brought forward from previous year 57,099,650 43,956,371

Amount available for Appropriation 54,168,937 63,204,368

Less - Appropriation (i) Proposed Dividend on Equity Shares - 5,217,930

(ii) Corporate Dividend Tax - 886,788

Balance carried to Balance Sheet 54,168,937 57,099,650

PERFORMANCE

During the financial year 2013-14, against the backdrop of an extremely challenging business environment, your Company reported turnover of Rs. 218,135,796/- as against Rs. 300,305,126/- last year. The decline in turnover and net profits during the year was mainly attributable to weak macro economic situation in the country, delayed order finalisation by Indian Railways and deferment of deliveries on to next financial year. Earnings Before Interest, Depreciation and Tax (EBIDTA) for the year declined to Rs. 22,400,468/- as compared to Rs. 49,648,952/- last year. The Company reported Net Loss of Rs. 29,30,713/- for the year due to impact of higher fixed cost on lower sales.

DIVIDEND

In view of the losses incurred during the year, your Directors do not recommend any dividend for the Financial Year ended 31st March, 2014.

DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April, 2014.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing of special resolution by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013. It is, therefore, proposed to appoint Mr. Kisan R. Choksey, Mr. Pravin G. Shah and Mr. Venkitaraman Iyer as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third, shall retire at every annual general meeting.

Mrs. Bhavna H. Mehta, Director of the Company, is therefore liable to retire by rotation and being eligible, offers herself for re-appointment at the forthcoming Annual General Meeting of the Company.

The Board recommends these appointments / re-appointment. Resolution seeking your approval is included in the Notice convening the 45th Annual General Meeting.

DEPOSITS

Your Company has not accepted any fixed deposits from the public during the year 2013-14 and there are no outstanding fixed deposits as on 31st March, 2014.

AUDITORS AND AUDITORS REPORT

M/s. Ajay Shobha & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has proposed that M/s Ajay Shobha & Co., Chartered Accountants be appointed as the Statutory Auditors of the Company for a period of three years at the Annual General Meeting. The Company has received a letter from the retiring auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors'' Report is self explanatory and do not call for any further clarifications/explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

ICRA Limited have reaffirmed their long term Credit rating of [ICRA]BB (pronounced ICRA double B plus) rating to the Company''s Fund based limits and a short term rating of [ICRA]A4 (pronounced ICRA A four plus) rating to the Company''s Non fund based limits.

ISO 9001 : 2008 CERTIFICATE

Your Company has obtained ISO 9001 : 2008 Certification, which is internationally recognized for quality management systems. The scope of certificate is design, manufacture and supply of Semiconductor Devices and Rectifier Equipments. The ISO Certification lends international recognition to the Company and will help boost sales and manufacturing of Semiconductor Devices and Equipments.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy

The requirements of Disclosure with respect to Conservation of Energy in prescribed format as per Section 217(1)(e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to our Company.

The Company uses electricity as a major source of energy. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible. The Company has installed Grid connected 10 Kva three phase Solar Inverter alongwith 10 Kw Roof Top Solar Panels at Baska Factory as an alternate means of power and to encourage energy conservation.

For effective treatment of effluents the Company has constructed an effluent treatment plant. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

(b) Technology Absorption

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm. The Company has not established a separate Research & Development department. However, routine research and development in the related field are being carried out by the Company as per customer requirements.

1) UL APPROVAL

Your Company has obtained UL approval for its semiconductor devices from Underwriters Laboratories under UL1557 safety standard for electrically isolated semiconductor which indicate that our devices have been investigated with regard to their isolation/insulation system between live parts and the heat sink and provided with an isolation voltage rating. UL''s component certification creates additional value for our Company by providing us an objective means of demonstrating that our components comply with applicable requirements. Our Company would also enjoy increased visibility though UL''s Online Certifications Directory.

Using UL certified components during production helps reduce costs and time to market. Because the components have already been found to be in compliance with the applicable component requirements, costly redesign issues that may be identified during the certification process relating to components can be minimized.

2) CE MARK CERTIFICATION

Your Company has obtained CE mark certification for its semiconductor devices during the year under Directives 2002/95/EC and 2009/125/EC which states Directives for Diodes and Fully Compliant with ROHS, totally free from Halogen, Lead and Antimony. Further it also states that our products comply with Low Voltage requirements as per Directive 2006/95/EC and also meets the safety requirements of 2004/108/EC Safety of Machinery Electro Technical Aspects Requirements for design and construction.

The letters "CE" is an abbreviation for the French phrase "Conformite Europeene" meaning European Conformity. It is applied to products to identify the product as conforming to the essential requirements and/or performance levels of the relevant European Directives on health, safety and environment. When a manufacturer affixes a CE mark to their product, they are declaring compliance with all relevant European Directives thereby ensuring validity for that product to be sold throughout the 30 countries of the European Economic Area (EEA).

(c) Foreign Exchange Earnings and Outgo

A) Foreign Exchange used during the year -

(1) Raw materials - Rs. 73,807,990

(2) Components and spares - Rs. 663,100

B) Foreign Exchange earned during the year - Rs. 43,510,402

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

As stipulated under the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. in preparation of the annual accounts for the year ended 31s1 March, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the annual accounts of the Company on a ''going concern'' basis.

STATUTORY COMPLIANCE

Your Company gives highest priority to statutory compliances of all the applicable laws, rules and regulations. The Company has systems in place to remain updated with the changes in various laws, rules and regulations. An affirmation regarding the compliance of the statutes by the senior executive is placed before the Board on quarterly basis for review.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for assistance and co-operation received from customers, bankers, regulatory and government authorities during the year. The Directors express their gratitude to the shareholders for reposing their faith and confidence in the Company. The directors also acknowledge the contribution made by the Company''s employees at all levels. Our consistent growth was made possible by their hard work, solidarity and support.

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah Date : 30th May, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Forty Fourth Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS AND OPERATIONS

(Amt in Rs.) Year ended Year ended particulars 31.03.2013 31.03.2012

Revenue from Operations (Net) 300,305,126 281,628,223

EBIDTA 49,648,952 50,659,652

Less - (i) Finance Costs 13,005,858 13,835,142

(ii) Depreciation 11,754,311 11,086,250

Profit before Tax 24,888,783 25,738,260

Less - Provision for Taxation 56,40,786 6,397,267

Profit for the year 19,247,997 19,340,993

Add - Balance brought forward from previous year 43,956,371 30,679,787

Amount available for Appropriation 63,204,368 50,020,780

Less - Appropriation - (i) Proposed Dividend on Equity Shares 5,217,930 5,217,930

(ii) Corporate Dividend Tax 886,788 846,479

Balance carried to Balance Sheet 57,099,650 43,956,371

PERFORMANCE

During the financial year 2012-13, against the backdrop of an extremely challenging business environment, your Company reported a top-line growth of 6.63% over the previous year. The revenue from operations for the financial year were Rs. 300,305,126/- as against Rs. 281,628,223/- last year. The growth during the year was mainly attributable to resilient orders from our regular clients, better execution and customer satisfaction. Earnings before Interest, Depreciation and Tax (EBIDTA) were flat at Rs. 49,648,952/- as compared to Rs. 50,659,652/- last year. Net profit for the year declined marginally by 0.48% to Rs. 19,247,997/- as against Rs. 19,340,993/- last year.

DIVIDEND

Your Directors have decided to continue rewarding the shareholders of the Company and have accordingly recommended a dividend of f 0.75 per Equity Share for the financial year ended 31st March, 2013 (Last year : Rs. 0.75) subject to your approval at the forthcoming Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term performance, keeping in view the Company''s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

DIRECTORS

Mr. Hasmukh J. Shah who was appointed as an Alternate Director to Mrs. Bhavna H. Mehta was designated as an Additional Director of the Company at the board meeting held on 30/01/2013. Mr. Hasmukh J. Shah holds office upto the date of the forthcoming Annual General Meeting. Notice pursuant to Section 257 of the Act has been received from a member proposing Mr. Hasmukh J. Shah for appointment as a Director of the Company.

Mr. Manoj P. Mehta, Director of the Company, is retiring by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

The Board recommends these appointment/ re-appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting.

DEPOSITS

Your Company has not accepted any fixed deposits from the public during the year 2012-13 and there are no outstanding fixed deposits as on 31st March, 2013.

AUDITORS

M/s. Ajay Shobha & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT

The Auditors'' Report is self-explanatory and do not call for any further clarifications/explanations. COST AUDITORS

In terms of the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s Y. S. Thakar & Co., Cost Accountants as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2014 subject to the approval of the Central Government. The Audit Committee has received a certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company.

In accordance with Companies (Cost Accounting Records) Rules, 2012, the due date for filing the Cost Compliance Report for the financial year ended 31st March, 2012 was 28th February, 2013 and the same was filed on 28th December, 2012 with the Ministry of Corporate Affairs, New Delhi.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this report.

CREDIT RATING

ICRA Limited have assigned a long term Credit rating of [ICRAJBB (pronounced ICRA double B plus) rating with a stable outlook to the Company''s Fund based limits and a short term Credit rating of [ICRAJA4 (pronounced ICRA A four plus) rating to the Company''s Non fund based limits.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy

The requirements of Disclosure with respect to Conservation of Energy in prescribed format as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to our Company.

The Company uses electricity as a major source of energy. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible. For effective treatment of effluents, the Company has constructed an effluent treatment plant. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

(b) Technology Absorption

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm. The Company has not established a separate Research & Development department. However, routine research and development in the related field are being carried out by the Company as per customer requirements.

(c) Foreign Exchange Earnings and Outgo

A) Foreign Exchange used during the year

(1) Raw materials - Rs. 70,495,933/-

(2) Components and spares - Rs. 1,711,979/-

B) Foreign Exchange earned during the year - f 37,775,254/-

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. in preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the attached annual accounts on a ''going concern'' basis. STATUTORY COMPLIANCE

Your Company gives highest priority to statutory compliances of all the applicable laws, rules and regulations. The Company has systems in place to remain updated with the changes in various laws, rules and regulations. An affirmation regarding the compliance of the statutes by the senior executive is placed before the Board on quarterly basis for review.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for assistance and co-operation received from customers, bankers, regulatory and government authorities during the year. The Directors express their gratitude to the shareholders for reposing their faith and confidence in the Company. The directors also acknowledge the contribution made by the Company''s employees at all levels. Our consistent growth was made possible by their hard work and support.

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah

Date : 17th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 43rd Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS AND OPERATIONS (Amt in Rs.)

Year ended Year ended Particulars 31.03.2012 31.03.2011

Revenue from Operations (Net) 281,628,223 250,062,486

EBIDTA 50,659,652 45,548,013

Less - (i) Finance Costs 13,835,142 12,095,369

(ii) Depreciation 11,086,250 11,758,252

Profit before Tax 25,738,260 21,694,392

Less - Provision for Taxation 6,397,267 6,981,824

Profit for the year 19,340,993 14,712,568

Add - Balance brought forward from previous year 30,679,787 22,051,782

Amount available for Appropriation 50,020,780 36,764,350

Less - Appropriation - (i) Proposed Dividend on Equity Shares 5,217,930 5,217,930

(ii) Dividend Distribution Tax 846,479 866,633

Balance carried to Balance Sheet 43,956,371 30,679,787

PERFORMANCE

During the financial year under review, your Company took various growth initiatives to improve sales volume and profit margins which resulted in an impressive performance for the year. The performance of the Company in F.Y. 2011-12 is particularly noteworthy when viewed on the backdrop of an extremely challenging business environment, decelerating growth, rising interest costs, falling rupee viz-a-viz other currencies and fluctuating global commodity prices. The revenue from operations for financial year increased to Rs. 281,628,223 as against Rs. 250,062,486 in the previous year, showing a growth of 13 %. Earnings before Interest, Depreciation and Tax (EBIDTA) increased by 11 % from Rs. 45,548,013 to Rs. 50,659,652. Net profit after tax increased from t 14,712,568 to t 19,340,993 showing an increase of 31 %.

DIVIDEND

Your Directors have decided to continue rewarding the shareholders due to improved performance of the Company and have accordingly, recommended a dividend of Rs. 0.75/- per Equity Share for the financial year ended 31st March, 2012 (Last year : Rs. 0.75/-) subject to your approval at the ensuing Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the Company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

DIRECTORS

Mr. Venkitaraman Iyer, Director of the Company, is retiring by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

DEPOSITS

Your Company has not accepted any fixed deposits during the year 2011-12 and there are no outstanding fixed deposits from the public as on 31st March, 2012.

AUDITORS

M/s. Ajay Shobha & Co., Chartered Accountants, the statutory auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not call for any further clarifications/explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis Report, which forms part of this report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy

The requirements of Disclosure with respect to Conservation of Energy in prescribed format as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to our Company.

The Company uses electricity as a major source of energy. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible. For effective treatment of effluents the Company has constructed an effluent treatment plant. There is adequate provision for treatment of fumes resulting from use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

(b) Technology Absorption

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm. The Company has not established a separate Research and Development department. However, routine research and development in the related field are being carried out by the Company as per customer requirements.

(c) Foreign Exchange Earnings and Outgo

A) Foreign Exchange used during the year-

(1) Raw materials - Rs. 78,976,574

(2) Components and spares - Rs. 1,547,299

B) Foreign Exchange earned during the year - Rs. 14,917,391

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS' RESPONSIBILTY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. in preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the attached annual accounts on a 'going concern' basis.

STATUTORY COMPLIANCE

Your Company gives highest priority to statutory compliances of all the applicable laws, rules and regulations. The Company has systems in place to remain updated with the changes in various law, rules and regulations. An affirmation regarding the compliance of the statues by the senior executives is placed before the Board on quarterly basis for its review.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from customers, shareholders, dealers, suppliers, bankers, regulatory and government authorities during the year. Your Directors also wish to place on record their sincere appreciation for the contribution made by employees of the Company at all levels. Our consistent growth was made possible by their hard work, solidarity and support.

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah

Date : 28th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Forty Second Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS AND OPERATIONS : (Rs in Lacs)

Particulars Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 2824.36 2179.53

Operating Profit (before Interest and Depreciation) 456.87 412.93

Less - (i) Interest 120.95 113.67

(ii) Depreciation 117.58 116.26

Profit for the year before Tax 218.34 183.00

Less - Provision for Taxation 69.82 80.12

Profit after Tax 148.52 102.88

Less - Prior period adjustments 1.39 0.51

Profit after prior period adjustments 147.13 102.37

Add - Balance brought forward from previous year 220.51 166.82

Amount Available for Appropr 367.64 269.19

Less - Appropriations – (i) Proposed Dividend on Equity Shares 52.18 41.74

(ii) Dividend Distribution Tax 8.67 6.93

Balance carried to Balance Sheet 306.79 220.52

PERFORMANCE :

During the financial year under review, your Company took various growth initiatives to improve sales volumes, which resulted in an impressive performance for the year. The income from operations and other income for financial year improved to Rs. 2522.79 Lacs as against Rs. 2003.80 Lacs in the previous year, showing a growth of 25.90%. Operating Profit before Depre ciation, Interest and Tax increased by 10.64% from Rs. 412.93 Lacs to Rs. 456.87 Lacs.Net profit after tax increased from Rs. 102.37 Lacs to Rs. 147.13 Lacs showing an increase of 43.72%.

DIVIDEND

Your Directors have decided to continue rewarding the shareholders due to improved performance of the Company and hence, for the second successive year, have recommended a dividend, of Rs. 0.75 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2011 (Last year Rs. 0.60) subject to your approval at the ensuing Annual General Meeting.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long term performance, keeping in view the Company’s need for capital, for its growth plans and the intent to finance such plans through internal accruals to the maximum.

DIRECTORS

Mr. Pravin G. Shah and Mr. Kisan R. Choksey, Directors of the Company, are retiring by rotation and being eligible, offer themselves for re-appointment.

DEPOSITS

Your Company has not accepted any fixed deposits during the year 2010-11 and there are no outstanding fixed deposits from the public as on 31st March, 2011.

AUDITORS

M/s. Ajay Shobha & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of The Companies Act, 1956 and that they are not disqualified from re-appointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT

The Auditors’ Report is self-explanatory and do not call for any further clarifications/explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement is presented in a separate section forming part of the Annual Report.

CERTIFICATIONS

1) ISO 9001 : 2008

Your Company has obtained ISO 9001:2008 Certification, which is internationally recognized for quality management systems. The scope of certificate is design, manufacture, and supply of Semiconductor Devices and Rectifier Equipments. The ISO Certification lends international recognition to the Company and will help boost sales and manufacturing of Semiconductor Devices and Equipments.

2) CERTIFICATE OF RECOGNITION

Your Company was recognized as Export House and conferred Certificate of Recognition by the Ministry of Commerce and Industry, Government of India, thereby adding one more feather in its achievements.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

The requirements of Disclosure with respect to Conservation of Energy in prescribed format as per Section 217(1)(e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to our Company.

The Company uses electricity as a major source of energy. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible. For effective treatment of effluents the Company has constructed an Effluent Treatment plant. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

b) Technology Absorption

Your Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semi conductors Pvt. Ltd., now amalgamated with the Company, received technical know from Silicon Power Corporation U.S.A (an ex. General Electric facility) for manufacturing semi-conductor devices upto 125 mm devices. The Company has not established a separate Research & Development Department. However, routine research and development in the related field are being carried out by the Company as per customer requirements.

c) Foreign Exchange Earnings and Outgo

Exports during the year were Rs. 198.15 lacs against Rs. 428.85 lacs in the previous year.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company’s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, the Board of Directors of your Company confirm that:

1. in preparation of the annual accounts for the year ended 31st March 2011, the applicable accounting standards have been followed and that no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit and Loss Account for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the attached annual accounts on a ‘going concern’ basis.

STATUTORY COMPLIANCE

Your Company gives highest priority to statutory compliances of all the applicable laws, rules and regulations. The Company has systems in place to remain updated with the changes in various law, rules and regulations. An affirmation regarding the compliance of the statues by the Senior Executive is placed before the Board on quarterly basis for its review.

ACKNOWLEDGEMENTS

Your Directors wish to thank all the Members, Clients, Investors, Dealers, Suppliers, Bankers and the Government for their continued support during the year. Your Directors also wish to place on record their sincere appreciation for the contribution made by employees of the Company at all levels. Our consistent growth was made possible by their hard work, co-operation and support.

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah

Date : 30th May, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their forty first Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS AND OPERATIONS : (Rupees in Lacs)

Year ended Year ended

31-03-2010 31-03-2009

Gross turnover 2179.53 2464.09

Operating Profit (before interest and depreciation) 412.93 454.33

Less : Interest 113.67 128.06

Depreciation 116.26 112.81

Profit before tax 183.00 213.46

Less : Provision for taxation 80.12 97.23

Profit after tax 102.88 116.23

Less/(Add): Prior period adjustments 0.51 (0.17)

Profit after prior period adjustments 102.37 116.40

Add : Balance brought forward from previous year 166.82 50.42

Profit available for appreciation 269.19 166.82

Dividend - Proposed @ Rs.0.60 per equity share 41.74 -

Tax on Dividend 6.93 -

Balance carried to Balance Sheet 220.52 166.82



OPERATIONS

The Year 2009-10 started with a lower turnover compared to last year owing to global slow down, exports were severally affected resulting in a lower gross turnover at Rs. 2179.53 lacs as against Rs. 2464.09 lacs for the previous year. Operating profit before depreciation and interest showed a proportional decline. The net profit before Tax for the year ended 31st March, 2010 stood at Rs. 183.00 lacs as against Rs. 213.46 lacs for the previous year. The provision for taxation includes provision for deferred taxation of Rs. 47.77 Lacs as against Rs. 70.75 Lacs in the previous year resulting in decline of net profit after tax to Rs. 102.88 Lacs as against Rs. 116.23 lacs in the previous year. A detailed report on the performance is given in Management Discussion and Analysis section.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.60 per equity shares of Rs. 10/- each, subject to your approval. This is the maiden dividend recommended by the present Board of Directors after the change in management.

The Board of Directors recommended the said dividend in their meeting held on 23rd July, 2010. Though, the accounts for the year were duly approved in their meeting held on 29,h May, 2010, the board of directors agreed to re-approve the accounts on 23rd July, 2010 amending the same for the limited purpose of appropriation as a result of the proposed dividend and corresponding effect in the balance sheet. The auditors of the Company were also requested to give their report on the said amended accounts as a result of proposed dividend and appropriation,

DIRECTORS

Ms. Bhavna H. Mehta and Mr. Manoj P. Mehta were appointed as directors retiring by rotation on 16th August 2005. They are liable to retire by rotation and being eligible offer themselves for re-appointment.

None of the directors except the appointee are interested in the appointment.

DEPOSITS

The total amount of the Companys deposits as on 31.03.2010 was Rs.6.17 Lacs (previous year Rs.6.17 Lacs). There were no unclaimed deposits as on that date. The total deposits are within the limits specified in section 58A of the Companies Act, 1956.

AUDITORS

M/s. Ajay Shobha & Co., Chartered Accountants retire at the end of this Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate has been received from them to the effect that their re-appointment as Statutory and Tax Auditors, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956 and they are not disqualified for the reappointment within the meaning of Section 226 of the said Act.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with the Stock Exchange, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are attache to the report.

Mr. Manoj P. Mehta, Director and Mr. R.G.Trasi, Chief Executive Officer, : •Â¦Â» given a certificate to the Board as required under Clause 49 of the Listing Agreement.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS)

RULES, 1988.

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT

The provisions regarding Conservation of Energy as such do not apply to your Company.

As your Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30mm devices from M/s. International Rectifier Corporation, California, U.S.A. The Export Oriented division of the Companyferstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company) received technical know from Silicon Power Corporation U.S.A (an ex. General Electric facility) for manufacturing semi-conductor devices upto 125 mm diameter. The Company has not established a separate Research and Development Department. However, routine research and development in the related field is being carried out by the Company as per customer requirements.

For effective treatment of effluents, your Company has constructed separate effluent treatment plants for both the units. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofloric and other acids required for production.

STATUTORY COMPLIANCE

Your Company gives highest importance to compliances with all applicable rules and regulations. The Company has systems in place to remain updated with the changes in various law, rules and regulations. An affirmation regarding the compliance of the status by senior executives is placed before the Board on quarterly basis for its review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports during the year were Rs. 428.85 lacs against Rs. 731.46 lacs previous year.

A) Foreign Exchange used -

(1) Raw materials, components and consumables - Rs. 768.14 lacs.

(2) Capital goods - Rs. 0.24 lacs.

(3) Others - Rs. 6.61 lacs.

B) Foreign Exchange earned - Rs. 428.85 lacs

PERSONNEL

Your Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company. During the year industrial relations continued to be cordial.

Information as per section 217(2-A) of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information, since no employee is drawing a total remuneration of Rs.24 lacs per annum.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, Board of Directors of your Company confirm that :

1. in preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and that no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31s1 March, 2010 and of the Profit and Loss Account for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the attached annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to thank all customers, Companys Bankers, Vendors, Central and State Governments and members for their continued support to your Companys performance and growth. The Directors also wish to place on record their deep sense of appreciation for the committed services and contribution made by all the employees of the Company.

For and on behalf of the Board of Directors

Manoj P. Mehta

Director

Place : Mumbai

Date : 23rd July, 2010