Directors Report of RIR Power Electronics Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 56^th Annual Report on the business and operations of the Company
together with the Audited Accounts for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS AND OPERATIONS

	Standalone		Consolidated
Particulars	Current Year 31.03.2025	Previous Year 31.03.2024	Current Year 31.03.2025	Previous Year 31.03.2024
Total Revenue (Net)	8824.81	6955.04	8825.02	6869.61
EBITDA	1139.43	996.13	1117.48	988.87
Less (i) Finance Costs	144.49	124.50	187.81	124.53
(ii) Depreciation and Amortisation Expenses	97.42	107.47	97.44	107.59
Profit before Tax	1101.70	1043.52	1036.62	950.68
Less (i) Provision for Taxation	296.10	286.93	296.10	286.93
(ii) Deferred Tax Asset	(4.47)	(32.05)	(4.47)	(32.05)
(iii) Prior Period Tax Expenses	(17.58)	(7.06)	(17.58)	(7.06)
Profit for the year	827.65	795.70	762.57	702.86
Add/Less - Other Comprehensive Income for the year	(25.93)	(22.76)	(25.93)	(22.76)
Total Comprehensive Income	801.72	772.94	736.64	680.10

FINANCIAL PERFORMANCE
STANDALONE

During the financial year 2024-25, your Company
reported total revenue of '' 8824.81 Lakhs as against
'' 6955.04 Lakhs last year thereby reporting a growth of
26.88 % on yearly basis. Earnings before Interest, Tax
and Depreciation and Amortization (EBITDA) for the year
increased by 14.39% to '' 1139.43 Lakhs as compared
to '' 996.13 Lakhs last year. Net Profits of the Company
increased by 4.02% during the year to '' 827.65 Lakhs as
against '' 795.70 Lakhs last year.

CONSOLIDATED

During the financial year 2024-25, your Company
reported total revenue of '' 8825.02 Lakhs as against
'' 6869.61 Lakhs last year thereby reporting a growth of
28.47 % on yearly basis. Earnings before Interest, Tax
and Depreciation and Amortisation (EBITDA) for the year
increased by 13.01 % at '' 1117.48 Lakhs as compared
to '' 988.87 Lakhs last year. Net Profits for the year
increased by 8.50 % during the year to '' 762.57 Lakhs as
against '' 702.86 Lakhs last year.

The consolidated financial statements of the Company
and its subsidiaries for FY25 have been prepared in
compliance with the applicable provisions of the Act
and as stipulated under Regulation 33 of SEBI Listing
Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the
Independent Auditor''s Report thereon forms part of
this Annual Report. Pursuant to Section 129(3) of the
Act, a statement containing the salient features of the

Financial Statement of the subsidiary companies is
attached to the Financial Statement in Form AOC-1.

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 Silicon Carbide (SiC) wafers and power
electronic devices through Epitaxial process.

The total revenue of Visicon Power Electronics Private
Limited for the Financial year was ? 0.22 Lacs and the
Company incurred Net Loss of ?65.08 Lacs during the
said period.

DIVIDEND

Your Directors are pleased to recommend a Dividend
of '' 2/- per equity share of face value of '' 10/- each,
(i.e. '' 0.20/- per equity share of face value of '' 2/- each
considering ex-bonus and post stock split corporate
action) for the financial year ended 31^st March, 2025.

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 '' 153.47
Lakhs for the financial year 2024-25.

BONUS ISSUE

The Board at its meeting held on 29^th May, 2025
recommended issue of Bonus Equity Shares in the
proportion of 1:1 i.e. 1 (One) Equity share of ? 10/- each

fully paid up for every 1 (One) existing fully paid up
equity share of f 10/- each held by the shareholders of
the Company as on record date subject to the approval
of shareholders by way of Postal Ballot. The said issue
of bonus shares shall be undertaken by capitalization of
sums standing to the credit of the Capital Redemption
Reserve and/or Securities premium account of
the Company.

SUB-DIVISION OF EQUITY SHARES OF THE
COMPANY

With a view to enhance liquidity of the Company''s Equity
Shares and to encourage participation of small investors
by making Equity Shares of the Company more attractive
to invest, the Board of Directors of the Company at
their meeting held on 29^th May, 2025, considered and
approved, the sub-division of the existing Equity Shares
of the Company such that 1 (One) existing Equity Share
having face value of f 10/- (Rupees Ten only) each fully
paid-up be sub-divided into 5 (Five) equity shares having
face value of f 2/- (Rupees Two only) each, fully paid up,
ranking pari-passu with each other in all respects with
effect from the record date, subject to the approval of
shareholders by way of Postal Ballot.

TRANSFER TO RESERVES

During the year under review, no amount of profits was
transferred to General Reserve.

EQUITY SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2025
was '' 7,67,37,250/-. 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.

ISSUE OF EQUITY SHARES UPON CONVERSION
PREFERENTIAL WARRANTS INTO EQUITY SHARES

The Company has allotted 7,16,485 Equity Shares to
Institutional Investors upon conversion of 7,16,485
Preferential Warrants into Equity Shares of f10/- each
fully paid up. The Company has received aggregate
consideration of f6125.95 Lakhs from the Institutional
Investors towards issue of preferential warrants.

As on the date of this report 2,83,515 Preferential
warrants are pending conversion, subject to receipt of
balance consideration of '' 641.25/- per warrant (being
75% of the issue price per warrant) from the allottee to
exercise conversion option against each such warrant.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of
the Act 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 14^th November, 2024,
appointed Mr. Rajiv Kisan Choksey (DIN: 00191019) and
further in its meeting held on 29^th May, 2025, appointed
Dr. Harshad Mehta (DIN : 11173572) 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.

Mr. Rajiv Kisan Choksey (DIN: 00191019) was appointed
as an Additional Director under the category of Non¬
Executive, Non-Independent Director, subject to the
approval of members. Mr. Rajiv Kisan Choksey holds
office as an Additional Director, till the conclusion of the
ensuing 56^th Annual General Meeting of the Company. A
notice under Section 160 of the Act, has been received
from a member nominating the candidature of Mr. Rajiv
Kisan Choksey for appointment as Non-Executive, Non¬
Independent Director of the Company. The nomination
and remuneration committee and the Board have
considered and recommended to the members for
appointment of Mr. Rajiv Kisan Choksey as Non¬
Executive, Non-Independent Director and a resolution
seeking shareholder''s approval for his appointment
forms part of the Notice of the ensuing 56^th AGM.

Dr. Harshad Mehta (DIN : 11173572) was appointed
as an Additional Director under the category of Non¬
Executive, Non-Independent Director, subject to the
approval of members. Dr. Harshad Mehta holds office as
an Additional Director, till the conclusion of the ensuing
56^th 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. Harshad
Mehta for appointment as Non-Executive, Non¬
Independent Director of the Company. The nomination
and remuneration committee and the Board have
considered and recommended to the members for
appointment of Dr. Harshad Mehta as Non-Executive,
Non-Independent Director and a resolution seeking
shareholder''s approval for his appointment forms part
of the Notice of the ensuing 56^th AGM.

Mr. N. Ramesh Kumar (Din No. 08257872) Non-Executive,
Non-Independent Director resigned w.e.f. 29^th May, 2025
due to pre-occupation and personal reasons. The Board
records its appreciation for the valuable contribution
made by Mr. N. Ramesh Kumar during his tenure of
Directorship with 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 the Act read with the Schedules and Rules
issued thereunder as well as Regulation 16(1 )(b) of SEBI
Listing Regulations.

Mrs. Bhavna H. Mehta - Managing Director,
Mr. Ramesh Trasi - C.E.O. and C.F.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.

PUBLIC DEPOSITS

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 '' 77.02 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 Lacs
in the equity capital of Visicon Power Electronics Private
Limited. The particulars of loans and investments
covered under the provisions of Section 186 of the Act
have been disclosed in the financial statements. On
29^th May, 2025, the Board of Directors have approved
proposal for selling 100% stake in Visicon Power
Electronics Private Limited to Silicon Power Corporation,
U.S.A.

AUDITORS

(1) Statutory Auditors :

M/s. Kirtane & Pandit LLP Chartered Accountants,
Mumbai (Firm Regn. No. 105215W/W100057) have
been re-appointed as the Statutory Auditors of
the Company at the 55^th Annual General Meeting
(AGM) of the Shareholders of the Company held
on Monday, 30^th September, 2024, 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 55^th AGM, till the conclusion
of the 60^th AGM. Pursuant to the amendments
made to Section 139 of the Act by the Companies
(Amendment) Act, 2017, effective from May 7,
2018, the reauirement of seeking ratification of

the Members for the appointment of the Statutory
Auditors was withdrawn from the Act. Therefore,
the approval of the Members for continuation 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 amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the
recommendation of Audit Committee approved
appointment of M/s. Neetu Agrawal & Co., a peer
reviewed firm of Company Secretaries in Practice
(C.P. No. 9272) as Secretarial Auditor of the
Company for a period of five years, i.e., from April
1, 2025 to March 31, 2030, subject to approval of
the Shareholders of the Company at the ensuing
AGM. The Report of the Secretarial Auditor for
FY25 is annexed herewith as Annexure IV to the
Directors Report.

The Auditors Report and the Secretarial Audit
Report for the financial year ended 31^st March,
2025 do not contain any qualification, reservation,
adverse remark or disclaimer.

ANNUAL RETURN

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://www.rirpowersemi.
com/financial-reports/annual-financial-reports

RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of SEBI Listing Regulations,

2015, transaction with a related party shall be considered
material, if the transaction(s) to be entered into
individually or taken together with previous transactions
during a financial year, exceeds rupees one thousand
crore or ten per cent of the annual consolidated turnover
of the listed entity as per the last audited financial
statements of the listed entity, whichever is lower.

Material Related Party Transactions with
SiCamore Semiconductor Inc. (SiCamore), U.S.A.

The Company sought approval of shareholders for
entering into Related Party Transaction. The details are
provided hereunder:

Particulars	Amount (in ? Lakhs)
Purchase of process know how related Intellectual Property pertaining to Silicon Carbide Wafer Technology from SiCamore	? 4200

The aforesaid transaction was approved by the
shareholders (excluding promoter and promoter group
and all related party) at the Annual General Meeting held
on 30^th September, 2024. The resolution was approved
with requisite majority i.e., 99.88%. The transactions are
permitted to be carried out from the date of approval in
AGM i.e., 30^th September, 2024.

Disclosure in Form AOC-2, pursuant to the provisions
of Sections 134 and 188 of the Act for material related
party transactions, is annexed as Annexure II and
forms an integral part of this Report. Further, all related
party transactions have been disclosed in the notes to
the financial statements. There were no Related Party
Transactions that have any conflict of interest.

RISK MANAGEMENT

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.

NOMINATION AND REMUNERATION POLICY

A Committee of the Board named as "Nomination and
Remuneration Committee" 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.

BOARD AND COMMITTEE MEETINGS

Six meetings of the board were convened and held
during the year.

The Board has constituted an Audit Committee with
Mr. Kaushal M. Mehta as Chairman and Mr. N. Ramesh
Kumar and Dr. Madhav Manjrekar as members. After
cessation of Directorship of Mr. N. Ramesh Kumar,
Dr. Harshad Mehta has been appointed as a member of
the committee.

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 31^st March, 2025, 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 31^st March, 2025 and of the
profit of the Company for the financial year ended
31^st March, 2025;

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility)
Rules, 2014, as the amount to be spend on CSR activities
does not exceed ?50 Lakhs, hence CSR committee
has not been constituted and the function of such
committee is being discharged by the board of directors
of the company.

As part of its initiatives under CSR, the Company has
identified various projects / activities in accordance with
Schedule VII of the Act.

The details of CSR activities undertaken during the
financial year 2024-25, as required under Rule 8 of the
Companies (Corporate Social Responsibility) Rules,
2014, are annexed as Annexure - III and forms part of
this report.

ENVIRONMENT AND 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
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.

OTHER DISCLSOURES

During the year under review:

• no significant and material orders were passed by
the regulators or courts or tribunals impacting the
going concern status of the Company and or its
operations in future;

• no proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

• the requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the Banks
or Financial Institutions along with the reasons
thereof, is not applicable;

• no shares with differential voting rights and sweat
equity shares have been issued;

• there has been no change in the nature of business
of the Company.

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 31^st March, 2025 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 : 4194.98 (Fy 2024-25)
Previous 2 years - NIL

(iii) Expenditure incurred on Research and
Development : Nil

(c) Foreign Exchange Earnings and Outgo

(i) Foreign Exchange earned during the year -
'' 1613.96 Lacs

(ii) Outgo of Foreign Exchange during the year -
'' 2957.05 Lacs

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 Lacs or more, or employees who
are employed for part of the year and in receipt of '' 8.50
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
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 2024-25.

CORPORATE GOVERNANCE REPORT

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 Practising Company Secretary confirming
compliance is annexed and forms part of this 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 Bhavna H. Mehta

Date : 29^th May, 2025 Chairperson

---

Mar 31, 2024

Your Directors have pleasure in presenting the 55^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS AND OPERATIONS , , ,,

(Amt. in '' Lakhs

	STANDALONE		CONSOLIDATED
Particulars	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023
Total Revenue (Net)	6955.04	6001.74	6869.62	5943.12
EBITDA	1275.49	1088.15	1182.80	1017.28
Less - (i) Finance Costs	124.50	104.47	124.53	104.50
(ii) Depreciation and Amortisation Expenses	107.47	118.96	107.59	119.08
Profit before Tax	1043.52	864.72	950.68	793.70
Less - (i) Provision for Taxation	286.93	250.00	286.93	250.00
(ii) Deferred Tax Asset	(32.05)	(27.87)	(32.05)	(27.87)
(iii) Prior Period Tax Expenses	(7.06)	(25.56)	(7.06)	(25.56)
Profit after Tax	795.70	668.15	702.86	597.12
Add/Less - Other Comprehensive Income for the year	(22.76)	(22.75)	(22.76)	(22.75)
Total Comprehensive Income	772.94	645.40	680.11	574.37

FINANCIAL PERFORMANCE STANDALONE

During the financial year 2023-24, your Company reported total revenue of '' 6955.04 Lakhs as against '' 6001.74 Lakhs last year thereby reporting a growth of 15.88 % on yearly basis. Earnings before Interest, Tax and Depreciation and Amortization (EBITDA) for the year increased by 17.22% to '' 1275.49 Lakhs as compared to '' 1088.15 Lakhs last year. Net Profits of the Company increased by 19.09% during the year at '' 795.70 Lakhs as against '' 668.15 Lakhs last year.

CONSOLIDATED

During the financial year 2023-24, your Company reported total revenue of '' 6869.62 Lakhs as against '' 5943.12 Lakhs last year thereby reporting a growth of 15.59 % on yearly basis. Earnings before Interest, Tax and Depreciation and Amortisation (EBITDA) for the year increased by 16.27 % at '' 1182.80 Lakhs as compared to '' 1017.28 Lakhs last year. Net Profits for the year increased by 17.71 % during the year at '' 702.86 Lakhs as against '' 597.12 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 Annexure I to the Directors'' 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 and power electronic devices through Epitaxial process. The phase I of the project is expected to start the commercial production from next financial year.

The total revenue of Visicon Power Electronics Private Limited for the Financial year was '' 10.45 Lakhs and the Company incurred Net Loss of '' 21.16 Lakhs during the said period.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ''2/- (i.e. 20%) per equity share having face value of ''10/- each for the financial year ended 31^st March, 2024.

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 ''139.14 Lakhs for the financial year 2023-24.

TRANSFER TO RESERVES

During the year under review, no amount of profits was transferred to General Reserve.

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 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.

ISSUE OF PREFERENTIAL WARRANTS TO INSTITUTIONAL INVESTORS

The Company has allotted 10,00,000 Convertible Warrants of ''10/- each to Institutional Investors at issue price of '' 855/- per warrant. The Company has received 25% of the issue price per warrant i.e. '' 213.75/- (Rupees Two Hundred and Thirteen and Seventy Five paise only) as upfront payment aggregating to '' 21,37,50,000/- (Rupees Twenty One Crores Thirty Seven Lakhs Fifty Thousand only) for allotment of 10,00,000 Convertible Warrants as per the terms of the issue.

Each Warrant, so allotted, is convertible into or exchangeable for one fully paid-up equity share of face value of '' 10/- (Rupees Ten only) of the Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, subject to receipt of balance consideration of '' 641.25/- per warrant (being 75% of the issue price per warrant) from the allottees to exercise conversion option against each such warrant.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Piyush K 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 ensuing Annual General Meeting.

The Board at its meeting held on 8th November, 2023, appointed Mr. N. Ramesh Kumar (DIN: 08257872) and further in its meeting held on 24th May, 2024, appointed Ms. Sonali Mehta (DIN : 10446751) 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.

Mr. N. Ramesh Kumar (DIN: 08257872) was appointed as an Additional Director under the category of Non-Executive, NonIndependent Director, subject to the approval of members. Mr. N. Ramesh Kumar holds office as an Additional Director, till the conclusion of the ensuing 55th Annual General Meeting of the Company. A notice under Section 160 of the Act, has been received from a member nominating the candidature of Mr. N. Ramesh Kumar for appointment as Non-Executive, Non-Independent Director of the Company. The nomination and remuneration committee and the Board have considered and recommended to the members for appointment of Mr. N. Ramesh Kumar as Non-Executive, Non-Independent Director and a resolution seeking shareholder''s approval for his appointment forms part of the Notice of the ensuing 55th AGM.

Ms. Sonali Mehta (DIN: 10446751) was appointed as an Additional Director under the category of Non-Executive, Non-Independent Director, subject to the approval of members. Ms. Sonali Mehta holds office as an Additional Director, till the conclusion of the ensuing 55^th Annual General Meeting of the Company. A notice under Section 160 of the Act, has been received from a member nominating the candidature of Ms. Sonali Mehta for appointment as Non-Executive, Non-Independent Director of the Company. The nomination and remuneration committee and the Board have considered and recommended to the members for appointment of Ms. Sonali Mehta as Non-Executive, Non-Independent Director and a resolution seeking shareholder''s approval for her appointment forms part of the Notice of the ensuing 55^th 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.

PUBLIC DEPOSITS

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 '' 227.90 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.

AUDITORS

(1) Statutory Auditors :

M/s. Kirtane & Pandit LLP; Chartered Accountants (Firm Regn. No. 105215W/W100057), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 50th AGM held on Tuesday, 24th September, 2019 until the conclusion of the ensuing 55th AGM. The Statutory Auditors tenure of 5 (five) years as Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. Kirtane & Pandit LLP as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold office from the conclusion of the ensuing 55th AGM till the conclusion of 60th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its members at the ensuing AGM on re-appointment of M/s. Kirtane & Pandit LLP as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

(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 III to the Directors Report.

The Auditors Report and the Secretarial Audit Report for the financial year ended 31^st March, 2024 do not contain any qualification, reservation, adverse remark or disclaimer.

ANNUALRETURN

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

RELATED PARTY TRANSACTIONS

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.35 of the Notes forming part of the financial statements.

None of the related party transactions entered into by the Company during the financial year, were materially significant, warranting member''s approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

RISK MANAGEMENT

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 “Nomination and Remuneration Committee” 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.

BOARD AND COMMITTEE MEETINGS

Six 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. 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, 2024, 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, 2024 and of the profit of the Company for the financial year ended 31st March, 2024;

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, as the amount to be spend on CSR activities does not exceed '' 50 Lakhs, hence CSR committee has not been constituted and the function of such committee is being discharged by the board of directors of the company.

As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - II and forms part of this report.

ENVIRONMENT AND 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 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 31^st March, 2024 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 - '' 1093.30 Lakhs

(ii) Outgo of Foreign Exchange during the year - '' 2323.77 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 2023-24.

CORPORATE GOVERNANCE REPORT

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 practising company secretary confirming compliance of the conditions of corporate governance is annexed and forms part of this 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 Bhavna H. Mehta

Date : 24^th May, 2024 Chairperson

---

Mar 31, 2023

The Directors have pleasure in presenting the 54^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31^st 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.

CONSOLIDATED

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.

DIVIDEND

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 31^st 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.

TRANSFER TO RESERVES

During the year under review, no amount of profits was transferred to General Reserve.

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31^st 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 (“the Act”) 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 7^th 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 54^th 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 54^th 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.

PUBLIC DEPOSITS

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.

AUDITORS

(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 50^th Annual General Meeting (AGM) of the Shareholders of the Company held on Tuesday, 24^th 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 50^th AGM, till the conclusion of the 55^th 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 31^st March, 2023 donot contain any qualification, reservation, adverse remark or disclaimer.

CHANGE OF NAME OF THE COMPANY

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 “RUTTONSHA INTERNATIONAL RECTIFIER LIMITED” to “RIR POWER ELECTRONICS LIMITED” with effect from 17^th November, 2022.

ANNUALRETURN

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

RELATED PARTY TRANSACTIONS

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.

RISK MANAGEMENT

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 “Nomination and Remuneration Committee” 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.

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; 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 31^st 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 31^st March, 2023 and of the profit of the Company for the financial year ended 31^st 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.

ENVIRONMENT AND 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 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 31^st 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.

CORPORATE GOVERNANCE REPORT

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.

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.

---

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 31^st 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 31^st 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 31^st 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 (“the Act”) 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 26^th 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 31^st 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 “Nomination and Remuneration Committee” 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 31^st 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 31^st March, 2018 and of the profit of the Company for the financial year ended 31^st 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 31^st 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 equipment’s:

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 Ma}y ²⁰¹⁸ Chairman

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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

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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

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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

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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

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Mar 31, 2011

Dear Members,

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

FINANCIAL RESULTS AND OPERATIONS : (Rs in Lacs)

Particulars Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 2824.36 2179.53

Operating Profit (before Interest and Depreciation) 456.87 412.93

Less - (i) Interest 120.95 113.67

(ii) Depreciation 117.58 116.26

Profit for the year before Tax 218.34 183.00

Less - Provision for Taxation 69.82 80.12

Profit after Tax 148.52 102.88

Less - Prior period adjustments 1.39 0.51

Profit after prior period adjustments 147.13 102.37

Add - Balance brought forward from previous year 220.51 166.82

Amount Available for Appropr 367.64 269.19

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

(ii) Dividend Distribution Tax 8.67 6.93

Balance carried to Balance Sheet 306.79 220.52

PERFORMANCE :

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

DIVIDEND

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

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

DIRECTORS

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

DEPOSITS

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

AUDITORS

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

AUDITORS' REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CERTIFICATIONS

1) ISO 9001 : 2008

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

2) CERTIFICATE OF RECOGNITION

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

CORPORATE GOVERNANCE

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

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

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

a) Conservation of Energy

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

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

b) Technology Absorption

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

c) Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

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

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

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

STATUTORY COMPLIANCE

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Mumbai Hasmukh J. Shah

Date : 30th May, 2011 Chairman

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Mar 31, 2010

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

FINANCIAL RESULTS AND OPERATIONS : (Rupees in Lacs)

Year ended Year ended

31-03-2010 31-03-2009

Gross turnover 2179.53 2464.09

Operating Profit (before interest and depreciation) 412.93 454.33

Less : Interest 113.67 128.06

Depreciation 116.26 112.81

Profit before tax 183.00 213.46

Less : Provision for taxation 80.12 97.23

Profit after tax 102.88 116.23

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

Profit after prior period adjustments 102.37 116.40

Add : Balance brought forward from previous year 166.82 50.42

Profit available for appreciation 269.19 166.82

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

Tax on Dividend 6.93 -

Balance carried to Balance Sheet 220.52 166.82



OPERATIONS

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

DIVIDEND

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

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

DIRECTORS

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

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

DEPOSITS

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

AUDITORS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

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

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

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

RULES, 1988.

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT

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

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

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

STATUTORY COMPLIANCE

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A) Foreign Exchange used -

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

(2) Capital goods - Rs. 0.24 lacs.

(3) Others - Rs. 6.61 lacs.

B) Foreign Exchange earned - Rs. 428.85 lacs

PERSONNEL

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

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

DIRECTORS RESPONSIBILTY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Manoj P. Mehta

Director

Place : Mumbai

Date : 23rd July, 2010