Directors Report of RIR Power Electronics Ltd.
Mar 31, 2023
The Directors have pleasure in presenting the 54th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2023.
FINANCIAL RESULTS AND OPERATIONS
|
|
(Amt. in Rs. Lakhs) |
|||
|
STANDALONE |
CONSOLIDATED |
|||
|
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
|
Total Revenue (Net) |
6001.74 |
4395.90 |
5943.12 |
4395.89 |
|
EBITDA |
1088.15 |
540.18 |
1017.28 |
539.82 |
|
Less - (i) Finance Costs |
104.47 |
63.53 |
104.50 |
63.59 |
|
(ii) Depreciation and Amortisation Expenses |
118.96 |
106.93 |
119.08 |
106.93 |
|
Profit before Tax |
864.72 |
369.72 |
793.70 |
369.30 |
|
Less - (i) Provision for Taxation |
250.00 |
140.00 |
250.00 |
140.00 |
|
(ii) Deferred Tax Asset |
(27.87) |
(54.45) |
(27.87) |
(54.45) |
|
(iii) Prior Period Tax Expenses |
(25.56) |
2.66 |
(25.56) |
2.66 |
|
Profit for the year |
668.15 |
281.51 |
597.12 |
281.09 |
|
Add/Less - Other Comprehensive Income for the year |
(22.75) |
(20.28) |
(22.75) |
(20.28) |
|
Total Comprehensive Income |
645.40 |
261.23 |
574.37 |
260.81 |
FINANCIAL PERFORMANCE STANDALONE
During the financial year 2022-23, your Company reported total revenue of '' 6001.74 Lakhs as against '' 4395.90 Lakhs last year thereby reporting a growth of 36.53% on yearly basis. Earnings before Interest, Tax and Depreciation and Amortization (EBITDA) for the year doubled at '' 1088.15 Lakhs as compared to '' 540.18 Lakhs last year. Net Profits of the Company increased by 2.37 times during the year at '' 668.15 Lakhs as against '' 281.51 Lakhs last year.
During the financial year 2022-23, your Company reported total revenue of '' 5943.12 Lakhs as against '' 4395.89 Lakhs last year thereby reporting a growth of 35.20% on yearly basis. Earnings before Interest, Tax and Depreciation and Amortisation (EBITDA) for the year increased by 88.45 % at '' 1017.28 Lakhs as compared to '' 539.82 Lakhs last year. Net Profits of the Company doubled during the year at '' 597.12 Lakhs as against '' 281.09 Lakhs last year.
According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiary are prepared in accordance with the relevant Indian Accounting Standards specified under the Act and the rules framed thereunder forming part of this Annual Report. A statement containing the salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is given in this Annual Report.
There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.
BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY COMPANY VISICON POWER ELECTRONICS PRIVATE LIMITED
Visicon Power Electronics Private Limited is into the business of manufacturing Silicon Carbide (SiC) wafers through Epitaxial process. It is in the process of setting up its plant near Baska, Halol, Gujarat. The installation of Epitaxy Reactor is completed and trial runs are going on. The project is expected to start the commercial production from Q4 of F.Y. 2023-24 onwards.
The total revenue of Visicon Power Electronics Private Limited for the Financial year was ''3.97 Lakhs and the Company incurred Net Loss of ''33.86 Lakhs during the said period.
Your Directors are pleased to recommend a Dividend of ''1.50/- per equity share (10%) having face value of ''10/- per equity share for the financial year ended 31st March, 2023.
The said dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. If approved, the total dividend payout would result in cash outflow of ''104.36 Lakhs for the financial year 2022-23.
During the year under review, no amount of profits was transferred to General Reserve.
The paid up Equity Share Capital as on 31st March, 2023 was '' 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 AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 (âthe Actâ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mrs. Bhavna H. Mehta, Director of the Company, will retire by rotation and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
The Board at its meeting held on 7th February, 2023, appointed Dr. Madhav M. Manjrekar (DIN: 10051366) as an Additional Director of the Company pursuant to Section 161 of the Act and Article 147 of the Articles of Association of the Company.
Dr. Madhav M. Manjrekar (DIN: 10051366) was appointed as an Additional Director under the category of Non-Executive, Independent Director, subject to the approval of members. Dr. Madhav M. Manjrekar holds office as an Additional Director, till the conclusion of the ensuing 54th Annual General Meeting of the Company. A notice under Section 160 of the Act, has been received from a member nominating the candidature of Dr. Madhav M. Manjrekar for appointment as Non-Executive Independent Director of the Company. The nomination and remuneration committee and the Board have considered and recommended to the members for appointment of Dr. Madhav M. Manjrekar as Non-Executive, Independent Director and a resolution seeking shareholder''s approval for his appointment forms part of the Notice of the ensuing 54th AGM.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mrs. Bhavna H. Mehta - Managing Director, Mr. R. G. Trasi - C.E.O. and Mr. Bhavin P Rambhia - Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
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.
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review, your Company has given a loan of '' 336.70 Lakhs to Visicon Power Electronics Private Limited, a wholly owned subsidiary company. Your Company has not granted any guarantee.
The Company has invested an amount of '' 210.38 Lakhs in the equity capital of Visicon. The particulars of loans and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.
(1) Statutory Auditors :
M/s. Kirtane & Pandit LLP Chartered Accountants, Mumbai (Firm Regn. No. 105215W/W100057) have been appointed as the Statutory Auditors of the Company at the 50th Annual General Meeting (AGM) of the Shareholders of the Company held on Tuesday, 24th September, 2019, pursuant to Sections 139 to 144 of the Act, and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 50th AGM, till the conclusion of the 55th AGM. Pursuant to the amendments made to Section 139 of the Act, by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from Companies Act, 2013. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.
(2) Secretarial Auditors :
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. Neetu Agrawal & Co., a firm of Company Secretaries in Practice (C.P. No. 9272) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure II to the Directors Report.
The Auditors Report and the Secretarial Audit Report for the financial year ended 31st March, 2023 donot contain any qualification, reservation, adverse remark or disclaimer.
The Company is presently engaged in manufacturing of Semiconductor devices and high power equipments. In order to reflect more accurately the true nature of the Company''s products and business activities, the management had proposed to give a new name and identity that reflected the genesis of the business, therefore name of the Company was changed from Ruttonsha International Rectifier Limited to RIR Power Electronics Limited.
The Registrar of Companies, Mumbai had approved the change of name of the Company from âRUTTONSHA INTERNATIONAL RECTIFIER LIMITEDâ to âRIR POWER ELECTRONICS LIMITEDâ with effect from 17th November, 2022.
In accordance with Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the company''s website at https://investors-ruttonsha.tantra-gyan.com/financial_result_and_report_pdfs/RZuWGmnYL8hKyALUlyuhOfNToumsgDLBB64cN7eV/Form_MGT_7-2022-23.pdf
Pursuant to the provisions of Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts or arrangements entered into by the Company with related parties have been done on arm''s length basis and in the ordinary course of the business. Hence, disclosure in Form AOC - 2 in terms of Section 134 of the Act is not required. Related party disclosures as per the Indian Accounting Standard 24 (Ind AS 24) have been provided in Note No.36 of the Notes forming part of the financial statements.
None of the related party transactions entered into by the Company, were materially significant, warranting member''s approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.
The Company has in place adequate risk management system which takes care of risk identification, assessment and mitigation. Your Company has adopted a Risk Management Policy which 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.
There are no risks which in the opinion of the Board threatens the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Bhandarkar & Kale, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.
REMUNERATION AND NOMINATION POLICY
A Committee of the Board named as âNomination and Remuneration Committeeâ has been constituted to comply with the provisions of Section 178 of the Act, and to recommend a policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time.
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; Mr. Pravin G. Shah ; Mr. Piyush K. Shah and Mr. Kaushal M. Mehta as members.
There has not been any instance during the year when recommendations of the Audit Committee were not accepted by the Board. DIRECTORS'' RESPONSIBILTY STATEMENT
In terms of Section 134 (5) of the Act, the directors of your Company confirm that :
i) in the preparation of the annual accounts for the financial year ended 31st March, 2023, 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 as at 31st March, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;
iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. 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.
During the year under review, no complaints were reported to the Board.
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 has been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that 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 31st March, 2023 is given below and forms part of the Director''s Report.
(a) Conservation of Energy :
(i) Steps taken or impact on conservation 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.
4. Replacement of the conventional light fittings with LED lighting has resulted in lower power consumption for lighting.
(ii) Steps taken by the Company for utilizing alternative source of energy :
The Company has installed 10Kva three phase Roof Top Solar Panels 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 conservation 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 - '' 1122.57 Lakhs
(ii) Outgo of Foreign Exchange during the year - '' 2540.89 Lakhs PARTICULARS OF EMPLOYEES
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of '' 120 Lakhs or more, or employees who are employed for part of the year and in receipt of '' 8.50 Lakhs or more per month.
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 AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s businesses and other material developments during the financial year 2022-23.
The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the SEBI Listing Regulations 2015. A separate section on corporate governance, along with a certificate from the statutory auditors confirming compliance is annexed and forms part of this Report.
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.
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the Forty Ninth Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2018.
FINANCIAL RESULTS AND OPERATIONS (Amt. in Rs,)
|
Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
|
Revenue from Operations (Net) |
326,335,351 |
315,767,303 |
|
EBITDA |
36,613,411 |
35,289,850 |
|
Less - (i) Finance Costs (ii) Depreciation and Amortization Expenses |
13,639,888 14,832,676 |
11,543,059 11,461,607 |
|
Profit before Tax |
11,430,464 |
8,995,567 |
|
Less - (i) Provision for Taxation (ii) Deferred Tax Asset (iii) Reversal of Excess provision |
4,600,000 (519,624) (588,629) |
5,800,000 (2,224,828) (1,310,349) |
|
Profit for the year |
7,938,717 |
6,730,744 |
|
Add - Other Comprehensive Income for the year Add - Balance brought forward from previous year |
339,573 89,416,036 |
(149,045) 82,834,337 |
|
Balance carried to Balance Sheet |
97,694,326 |
89,416,036 |
FINANCIAL PERFORMANCE
During the financial year 2017-18, your Company reported 3.35% increase in the topline. The total revenue for the financial year was Rs, 326,335,351/- as against'' 315,767,303/- last year. The Company''s semiconductor devices and high power equipment business grew at a steady pace, however Company''s export business registered de-growth, which in turn impacted overall growth of the Company. Earnings before Interest, Tax and Depreciation and Amortisation (EBITDA) for the year also increased proportionately by 3.75 % to Rs, 36,613,411/- as compared to Rs, 35,289,850/- last year. Net Profit for the year also increased by 17.95 % to Rs, 7,938,717/- as against Rs, 6,730,744/- last year.
There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.
DIVIDENDAND RESERVES
In order to plough back the accruals, your Directors do not recommend any dividend for the Financial Year ended 31st March, 2018. During the year under review, no amount from profits was transferred to General Reserve.
EQUITYSHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs, 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.
DIRECTORSANDKEYMANAGERIALPERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 (âthe Actâ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Hasmukh J. Shah, Director of the Company, will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuingAnnual General Meeting.
During the year under review, Mr. Manoj P. Mehta, resigned from the Directorship of the Company effective 26th March, 2018. Your Directors place on record their appreciation for the contribution made by Mr. Manoj P. Mehta during his tenure as Director 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 under theAct read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. R. G. Trasi - C.E.O. and Mr. Bhavin P. Rambhia - Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of theAct read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
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. CD
PUBLICDEPOSITS
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not made any investments, nor have given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
AUDITORS
(a) StatutoryAuditors:
M/s. AjmeraAjmera and Associates (Firm Regn. No.123989W), Chartered Accountants, Mumbai are the statutory auditors of the Company for the year ended 31st March, 2018. Their appointment as the statutory auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder.
There is no audit qualification, reservation or adverse remark for the year under review.
(b) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Board of Directors of the Company has appointed M/s. Neetu Agrawal &Co., a firm of Company Secretaries in Practice (C.P. No. 9272) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure [B] to the Directors Report.
There is no secretarial audit qualification for the year under review.
CREDITRATING
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 ICRAA four plus) rating to the Company''s Non-fund based limits. The outlook on the long term rating has been maintained as Stable.
EXTRACT OFANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under the Act, is annexed as Annexure [A] and forms an integral part of this report.
RELATED PARTYTRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of the business and that the provisions of Section 188 of the Act and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC - 2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.
Details of the transactions with related parties are provided in the accompanying notes forming part of the financial statements.
RISKMANAGEMENT
The Company has in place adequate risk management system which takes care of risk identification, assessment and mitigation. Your Company has adopted a Risk Management Policy which 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 ofsuch risks.
There are no risks which in the opinion of the Board threatens the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.
INTERNALCONTROLSYSTEMSANDADEQUACY
The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Bhandarkar & Kale, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board, StatutoryAuditors and the Business Heads are periodically appraised of the internal audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.
REMUNERATIONAND NOMINATION POLICY
A Committee of the Board named as âNomination and Remuneration Committeeâ has been constituted to comply with the provisions of Section 178 of the Companies Act, 2013 and to recommend a policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time.
BOARDANDCOMMITTEE 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. Pravin G. Shah as members. Mr. Pravin G. Shah has been appointed as a new member of Audit Committee on account of vacancy caused due to resignation of Mr. Manoj P. Mehta from the Directorship of the Company.
There has not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. DIRECTORS''RESPONSIBILITYSTATEMENT
In terms of Section 134 (5) of the Act, the directors of your Company confirm that:
i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, 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 as at 31st March, 2018 and of the profit of the Company for the financial year ended 31st March, 2018;
iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
ENVIRONMENTAND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. 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.
During the year under review, no complaints were reported to the Board.
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 behavior, 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 has been denied access to the Audit Committee.
SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND 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 31st March, 2018 is given below and forms part of the Director''s Report.
(a) Conservation of Energy:
(i) Steps taken or impact on conservation 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.
4. Replacement of the conventional light fittings with LED lighting has resulted in lower power consumption for lighting.
(ii) Steps taken by the Company for utilizing alternative source of energy:
The Company has installed 10Kva three phase Roof Top Solar Panels at Baska Factory along with 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 conservation equipmentâs:
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 knowhow for Silicon Rectifiers and Silicon Controlled Rectifiers up to 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 knowhow from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices up to 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, 39,596,237/-
(ii) Outgo of Foreign Exchange during the year - Rs, 105,248,851/PARTICULARS OF EMPLOYEES
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration ofRs, 60 Lacs or more, or employees who are employed for part of the year and in receipt ofRs, 5 Lacs or more per month.
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 employers, 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 off forthcoming Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
MANAGEMENT DISCUSSIONANDANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s businesses and other material developments during the financial year 2017-18.
CORPORATE GOVERNANCE REPORT
Since the paid up equity capital of the Company is less than Rs, 10 Crores and the net worth of the Company is less than Rs, 25 Crores, the provisions of Regulations 17,18,19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and paraC, D & E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance are not applicable to the Company.
ACKNOWLEDGMENTS
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
P|ace : Mumbai Hasmukh J. Shah
Date : 24''h May 2018 Chairman
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 à (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 CompanyÃs policy to pay sustainable dividend linked
to long term performance, keeping in view the CompanyÃs 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 Auditorsà 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 CompanyÃs 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 Ãgoing
concernà 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, : Ãæû 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
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RIR Power Electronics Ltd. Reports
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RIR Power Electronics Ltd. Corporate Announcements
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