TO
THE SHAREHOLDERS
Dear Members,
Your Directors have pleasure in presenting the 54 Annual Report on the
business and operations of the Company together with the Audited Accounts for the
financial year ended 31 March, 2023.
FINANCIAL RESULTS AND OPERATIONS
(Amt. in Lakhs)
|
STANDALONE |
CONSOLIDATED |
Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 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 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 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 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 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 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 Annual General Meeting
(AGM) of the Shareholders of the Company held on
Tuesday, 24 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 AGM, till the conclusion of the 55 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 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 November, 2022.
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://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 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 March, 2023 and of the
profit of the Company for the financial year ended 31 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 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.
For and on behalf of the Board of Directors
| Place : Mumbai |
Bhavna H. Mehta |
| Date : 26 May, 2023 |
Chairperson |
|