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RIR Power Electronics Ltd.

BSE: 517035 Sector: Engineering
NSE: N.A. ISIN Code: INE302D01016
BSE 15:13 | 08 Feb 375.00 8.20
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NSE 05:30 | 01 Jan RIR Power Electronics Ltd
OPEN 378.65
PREVIOUS CLOSE 366.80
VOLUME 3134
52-Week high 508.05
52-Week low 163.00
P/E 57.96
Mkt Cap.(Rs cr) 261
Buy Price 375.00
Buy Qty 86.00
Sell Price 378.50
Sell Qty 240.00
OPEN 378.65
CLOSE 366.80
VOLUME 3134
52-Week high 508.05
52-Week low 163.00
P/E 57.96
Mkt Cap.(Rs cr) 261
Buy Price 375.00
Buy Qty 86.00
Sell Price 378.50
Sell Qty 240.00

RIR Power Electronics Ltd. (RUTTONSHAINTL) - Auditors Report

Company auditors report

To the Members of Ruttonsha International Rectifier Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the Standalone Financial Statements of RuttonshaInternational Rectifier Ltd. ("the Company") which comprise the balancesheet as at March 312022 and the statement of Profit and Loss statement of changes inequity and statement of cash flows for the year then ended and notes to the StandaloneFinancial Statements including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 312022 its profit and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone Financial Statements under the provisions of The Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

We have determined that there are no significant reportable Key AuditMatters to be communicated in the Report.

Information Other than the Standalone Financial Statements andAuditors' Report thereon

The Company's Board of Directors is responsible for the OtherInformation. The other information comprises the information included in the Board'sReport including Annexures to the Board's Report and but does not include StandaloneFinancial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this information we required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of The Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone Financial Statements that give a true and fair view of thefinancial position financial performance (changes in equity) and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateimplementation and maintenance of accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate

they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Standalone Financial Statements.

As a part of an audit in accordance with SA's we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Financial Statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors' report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that :

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Financial Statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014.

(e) On the basis of the written representations received from thedirectors as on March 312022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 312022 from being appointed as a director in termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A".

(g) With the respect to the other matters to be included in theAuditors' Report in accordance with the requirements of Section 197 (16) of the Act asamended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of the Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Financial Statements - Refer Note 38 to theStandalone Financial Statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. (a) The Management has represented that to the best of itsknowledge and belief other than disclosed in the notes no. funds (which are materialeither individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other person or entity including foreign entity("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that to the best of its knowledgeand belief other than disclosed in the notes to accounts no funds (which are materialeither individually or in the aggregate) have been received by the Company from any personor entity including foreign entity ("Funding Parties") with the understandingwhether recorded in writing or otherwise that the Company shall whether directly orindirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

v. The Board of Directors have proposed final dividend for the yearwhich is subject to the approval of the members ensuing at the Annual General Meeting. TheAmount of the dividend proposed is in accordance with section 123 of the Companies Act2013.

2. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Sub-Section(11) of Section 143 of the Act we give in the "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

For Kirtane & Pandit LLP
Chartered Accountants
(Firm's Registration No.105215W/W100057)
Aditya A. Kanetkar
Place : Mumbai Partner
Date : 27th May 2022 M. No.149037 UDIN: 22149037AJTXGR1308

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Ruttonsha International Rectifier Ltd. ("the Company") as ofMarch 312022 in conjunction with our audit of the Standalone Financial Statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of Standalone Financial Statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of StandaloneFinancial Statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the StandaloneFinancial Statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 312022 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Kirtane & Pandit LLP
Chartered Accountants
(Firm's Registration No.105215W/W100057)
Aditya A. Kanetkar
Place : Mumbai Partner
Date : 27th May 2022 M. No. 149037
UDIN: 22149037AJTXGR1308

Annexure B referred to in paragraph 2 under 'Report on Other Legal andRegulatory Requirements' section of our Report of even date to the members of RuttonshaInternational Rectifier Ltd on the accounts of the company for the year ended March312022.

On the basis of such checks as we considered appropriate and accordingto the information and explanations given to us during the course of our audit we reportthat:

(i) (a) (1) The Company has maintained proper records showing fullparticulars including quantitative details and situation of

Property Plant & Equipments;

(2) The company is maintaining proper records showing full particularsof intangible assets;

(b) As explained to us Property Plant & Equipments have beenphysically verified by the management at regular intervals; as informed to us no materialdiscrepancies were noticed on such verification;

(c) According to the information and explanation given to us and on thebasis of examination of the records of the Company the title deeds of immovableproperties (other than properties where the company is the lessee and the lease agreementsare duly executed in favor of the lessee) are held in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment(including Right of Use assets) and intangible assets during the year;

(e) According to the information and explanation given to us and on thebasis of examination of the records of the Company there are no Proceedings initiated orno pending cases against the company for holding Benami Property under the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder;

(ii) (a) The Management has conducted physical verification of theinventories at reasonable intervals and as per our opinion the coverage and procedure ofsuch verification by the management is appropriate; no discrepancies of 10% or more in theaggregate for each class of inventories were noticed on such physical verification allimmaterial discrepancies have been properly dealt with books of accounts.

(b) During the year the company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks or financial institutionson the basis of security of current assets; the quarterly returns or statements filed bythe company with such banks or financial institutions are in agreement with the books ofaccount of the Company except minor discrepancies on account of fluctuation in foreignexchange entries were passed in the books of accounts after Statements having submittedto the bank.

(iii) According to the information and explanation given to us and onthe basis of examination of books and record by us :

(a) During the year the Company has granted loan to its wholly ownedsubsidiary

(A) The aggregate amount during the year and balance outstanding at theBalance Sheet date with respect of such loans or advances in the nature of loans to itswholly owned subsidiary

Loan to Wholly Owned Subsidiary Amount (Rs in lakhs)
Aggregate amount of loan granted during the year 961.00
Balance Outstanding as on March 312022 167.85

(B) The Company has not granted any loans or provided advances in thenature of loans or stood guarantee or provided security to parties to other than itswholly owned subsidiary. Hence reporting under clause 3(iii)(a)(B) of the order is notapplicable.

(b) The terms and conditions of the grant of loans as referred to3(iii)(a)(A) above are not prima facie prejudicial to the interest of the company.

(c) In respect of granted loans no schedule of repayment of principaland payment of interest has been stipulated.

(d) As there is no repayment schedule has been stipulated we areunable to comment on whether any amounts are overdue for more than 90 days.

(e) No loans or advances in the nature of loans granted by the Companythat have fallen due during the year have been renewed or extended or fresh loans grantedto settle the overdues of existing loans given to the same parties.

(f) The company has granted loan which is repayable on demand orwithout specifying any terms or period of repayment.

(iv) In respect of loans investments guarantees and securityprovisions of Section 185 & Section 186 of the Act have been complied with.

(v) The Company has not accepted any deposits from the public coveredunder Section 73 to 76 of the Act.

(vi) As informed to us the maintenance of cost records has not beenspecified by the Central Government under subsection (1) of section 148 of the Act for thebusiness activities carried out by the Company. Hence reporting under clause 3 (vi) ofthe Order is not applicable to the Company.

(vii) (a) The Company is generally regular in depositing undisputedstatutory dues including GST PF ESI Income tax custom duty cess and any otherstatutory dues to the appropriate authorities and there are no arrears of outstandingstatutory dues as on the last day of the FY concerned for a period of more than 6 monthsfrom the date they became payable.

(b) According to the information and explanation given to us and basedon the records of the Company examined by us details of statutory dues referred to insub-clause (a) above which have not been deposited on account of any dispute as on March312022 are as under:

Name of the Statute Nature of the Dues Forum where Dispute is pending Period for which Amount relates Amount (Rs in Lakhs)
Income Tax Act1961 Income Tax Appeal filed with ITAT Assessment Year 2014-2015 5.94

(viii) There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).

(ix) (a) The company has not defaulted in repayment of loans or otherborrowings or in the payments of interest thereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the company has not been declared wilfuldefaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and onthe basis of our audit procedures the Company has not taken any Term Loans Hencereporting under clause 3 (ix) (c) of the Order is not applicable to the Company;

(d) According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the financial statements ofthe company we report that no funds raised on short term basis have been used for longterm purposes by the company.

(e) According to the information and explanations given to us and theprocedures performed by us Company has not taken any funds from any entity or person onaccount of or to meet the obligations of its subsidiary.

(f) The Company has not raised loans during the year on the pledge ofsecurities held by its subsidiary.

(x) (a) The Company has not raised moneys by way of initial publicoffer or further public offer (including debt instruments) during the year and hencereporting under clause 3(x)(a) of the Order is not applicable.

(b) The company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally convertible)during the year.

(xi) (a) No fraud by the company or on the company has been noticed orreported during the year.

(b) No report under sub-section (12) of section 143 of the Act has beenfiled by the auditors in Form ADT-4 as prescribed under rule 13 of The Companies (Auditand Auditors) Rules 2014 with the Central Government.

(c) According to the information and explanations given to us and theprocedures performed by us there are no whistle-blower complaints received by the Companyduring the year (and upto the date of this Report) .

(xii) The Company is not a Nidhi Company and hence reporting underclause 3 (xii) of the Order is not applicable.

(xiii) In our opinion the Company is in compliance with Section 177and 188 of the Act with respect to applicable transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

(xv) In our opinion during the year the Company has not entered intoany non-cash transactions with its Directors or persons connected with its directors. andhence provisions of Section 192 of the Act are not applicable to the Company.

(xvi) (a) In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

Hence reporting under clause 3(xvi)(a) (b) and (c) of the Order isnot applicable.

(b) In our opinion there is no core investment company within theGroup (as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year.

(xix) On the basis of the financial ratios ageing and expected datesof realization of financial assets and payment of financial liabilities other informationaccompanying the financial statements the auditor's knowledge of the Board of Directorsand management plans and based on our examination of the evidence supporting theassumptions nothing has come to our attention which causes us to believe that anymaterial uncertainty exists as on the date of the audit report indicating that Company isnot capable of meeting its liabilities existing at the date of balance sheet as and whenthey fall due within a period of one year from the balance sheet date;

We further state that our reporting is based on the facts up to thedate of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) As provisions of section 135 of the Act are not applicable tocompany reporting under clause 3(xx)(a) (b) of the Order is not applicable for the year.

For Kirtane & Pandit LLP
Chartered Accountants
(Firm's Registration No.105215W/W100057)
Aditya A. Kanetkar
Place : Mumbai Partner
Date : 27th May 2022 M. No.149037
UDIN: 22149037AJTXGR1308

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