TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 53rd AnnualReport on the business and operations of the Company together with the Audited Accountsfor the financial year ended 31st March 2022.
FINANCIAL RESULTS AND OPERATIONS
(Amt. in Lacs)
| ||STANDALONE ||CONSOLIDATED |
|Particulars ||Year ended 31.03.2022 ||Year ended 31.03.2021 ||Year ended 31.03.2022 ||Year ended 31.03.2021 |
|Total Revenue (Net) ||4395.90 ||3074.75 ||4395.89 ||3074.75 |
|EBITDA ||540.18 ||355.56 ||539.82 ||355.56 |
|Less - (i) Finance Costs ||63.53 ||58.22 ||63.59 ||58.22 |
|(ii) Depreciation and Amortisation Expenses ||106.93 ||111.78 ||106.93 ||111.78 |
|Profit before Tax ||369.72 ||185.56 ||369.30 ||185.56 |
|Less - (i) Provision for Taxation ||140.00 ||76.00 ||140.00 ||76.00 |
|(ii) Deferred Tax ||(54.45) ||(23.51) ||(54.45) ||(23.51) |
|(iii) Prior Period Tax Expenses ||2.66 ||- ||2.66 ||- |
|Profit for the year ||281.51 ||133.07 ||281.09 ||133.07 |
|Add/Less - Other Comprehensive Income for the year ||(20.28) ||7.76 ||(20.28) ||7.76 |
|Total Comprehensive Income ||261.23 ||140.83 ||260.81 ||140.83 |
FINANCIAL PERFORMANCE STANDALONE
During the financial year 2021-22 your Company reported total revenueof ' 4395.90 Lacs as against ' 3074.75 Lacs last year thereby reporting a growth of 42.97%on yearly basis. Earnings before Interest Tax and Depreciation and Amortisation (EBITDA)for the year increased by 51.92 % at ' 540.18 Lacs as compared to ' 355.56 Lacs last year.Net Profits of the Company doubled during the year at ' 281.51 Lacs as against ' 133.07Lacs last year.
During the financial year 2021-22 your Company reported total revenueof ' 4395.89 Lacs as against ' 3074.75 Lacs last year thereby reporting a growth of 42.97%on yearly basis. Earnings before Interest Tax and Depreciation and Amortisation (EBITDA)for the year increased by 51.82 % at ' 539.82 Lacs as compared to ' 355.56 Lacs last year.Net Profits of the Company doubled during the year at ' 281.09 Lacs as against ' 133.07Lacs last year.
According to Section129(3) of the Act the consolidated financialstatements of the Company and its subsidiary are prepared in accordance with the relevantIndian Accounting Standards specified under the Act and the rules framed thereunderforming part of this Annual Report. A statement containing the salient features of thefinancial statements of the Company's subsidiary in Form AOC-1 is given in this AnnualReport.
There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of the report.
DETAILS OF MATERIAL SUBSIDIARY
In terms of the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Visicon Power ElectronicsPrivate Limited is a material subsidiary of the Company in which the Company holds 100%of the total shareholding.
Accordingly the Company has the following subsidiary as on 31stMarch 2022
1. Visicon Power Electronics Private Limited.
BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY COMPANY VISICON POWERELECTRONICS PRIVATE LIMITED
During the year under review the Company has acquired 100% stake inVisicon Power Electronics Private Limited on 1st January 2022 by acquiring2103834 of ' 10/- each. Consequently pursuant to the provisions of Section 2(87)(ii) ofthe Act Visicon Power Electronics Private Limited has become a subsidiary of the Companyw.e.f. 1st January 2022. Accordingly the accounts of the Subsidiary Companyfor the period January - March 2022 are consolidated and being reported alongwith thisAnnual Report.
Visicon Power Electronics Private Limited is into the business ofmanufacturing Silicon Carbide (SiC) wafers and power electronic devices through Epitaxialprocess. It is in the process of setting up its plant near Baska Halol Gujarat. Itexpects to start the commercial production from F.Y 2022-23 onwards.
The total revenue of Visicon Power Electronics Private Limited for 3months period was ' 27.21 Lacs and the Company incurred Net Loss of ' 5.48 Lacs during thereporting period.
Your Directors are pleased to recommend a Dividend of ' 1/- per equityshare (10%) having face value of ' 10/- per equity share for the financial year ended 31stMarch 2022.
The said dividend on equity shares is subject to the approval of theshareholders at the ensuing Annual General Meeting of the Company. If approved the totaldividend payout would result in cash outflow of ' 69.57 Lacs for the financial year2021-22.
TRANSFER TO RESERVES
During the period under review the Company has transferred a sum of '401.77 Lacs from General Reserve and ' 3.24 Lacs from Cash Subsidy Reserve to CapitalRedemption Reserve amounting to ' 405 Lacs in terms of provision of Section 55 of the Acton account of redemption of fully paid preference shares of the Company.
EQUITY SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2022 was' 695.72 Lakhs. During the year under review the Company has not issued any shares withdifferential voting rights nor has granted any stock options or sweat equity and does nothave 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 Act read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of the Company Mr. Piyush K. Shah (DIN : 09032257) Director of the Companywill retire by rotation and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment for the consideration of the members of the Company at theensuing Annual General Meeting.
The Board at its meeting held on 27th May 2022 appointedMr. Kaushal M. Mehta (DIN: 09664953) as an Additional Director of the Company pursuant toSection 161 of the Act and Article 147 of the Articles ofAssociation of the Company.
Mr. Kaushal M. Mehta (DIN: 09664953) was appointed as an AdditionalDirector under the category of Non-Executive Independent Director subject to theapproval of members. Mr. Kaushal M. Mehta holds office as an Additional Director till theconclusion of the ensuing 53rd Annual General Meeting of the Company. A noticeunder Section 160 of the Act has been received from a member nominating the candidatureof Mr. Kaushal M. Mehta for appointment as Non-Executive Independent Director of theCompany. The nomination and remuneration committee and the Board have considered andrecommended to the members for appointment of Kaushal M. Mehta as Non-ExecutiveIndependent Director and a resolution seeking shareholder's approval for his appointmentforms part of the Notice of the ensuing 53rd AGM.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the Act read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Mrs. Bhavna H. Mehta - Managing Director Mr. R. G. Trasi - C.E.O. andMr. Bhavin P Rambhia - Company Secretary are the Key Managerial Personnel of your Companyin 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 anystatutory modification(s) or re-enactment(s) for the time being in force).
The Company has devised a policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors which includescriteria for performance evaluation of Independent and Non Independent Directors. Theboard expressed their satisfaction with the evaluation process.
During the year under review your Company has not accepted anydeposits 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) orre-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 '167.85 lacs to Visicon Power Electronics Private Limited a wholly owned subsidiarycompany. Your Company has not granted any guarantee.
During the period under review the Company has invested an amount of '210.38 Lacs in the equity capital of Visicon Power Electronics Private Limited. Theparticulars of loans and investments covered under the provisions of Section 186 of theAct have been disclosed in the financial statements.
(1) Statutory Auditors :
M/s. Kirtane & Pandit LLP Chartered Accountants Mumbai (Firm Regn.No. 105215W/W100057) have been appointed as the
Statutory Auditors of the Company at the 50th Annual GeneralMeeting (AGM) of the Shareholders of the Company held on Tuesday 24thSeptember 2019 pursuant to Sections 139 to 144 of the Act and Rules 3 to 6 of theCompanies (Audit and Auditors) Rules 2014 for a term of 5 (five) years to hold officefrom the conclusion of the 50th AGM till the conclusion of the 55thAGM. 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 ratificationof the Members for the appointment of the Statutory Auditors was withdrawn from the Act.Therefore the approval of the Members for continuance of their appointment at this AGM isnot 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 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhad appointed M/s. Sonal Kothari & Associates a firm of Company Secretaries inPractice (C.P. No. 8769) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed as Annexure II to the Directors Report.
The Auditors Report and the Secretarial Audit Report for the financialyear ended 31st March 2022 donot contain any qualification reservationadverse remark or disclaimer.
REDEMPTION OF PREFERENCE SHARE CAPITAL
During the period under review your Company had redeemed 4050000 2%Redeemable Optionally Convertible Cumulative Preference Shares of ' 10/- each at par (i.e.' 10/- per share) resulting in total outflow of ' 405 Lacs. The Company had redeemed theentire Preference Share Capital out of the accumulated profits by exercising the optionfor early redemption as per the terms of the issue. The redemption amount was paid to allthe eligible preference shareholders of the Company.</p>
In accordance with Section 92(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the company's website athttps://www.ruttonsha.com/investors-centre/annual-reports.
RELATED PARTY TRANSACTIONS
Pursuant to the provisions of Section 134 of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of all contracts orarrangements entered into by the Company with related parties have been done on arm'slength basis and in the ordinary course of the business. Hence disclosure in Form AOC - 2in terms of Section 134 of the Act is not required. Related party disclosures as per theIndian Accounting Standard 24 (Ind AS 24) have been provided in Note No.37 of the Notesforming part of the financial statements.
None of the related party transactions entered into by the Companywere materially significant warranting member's approval under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 including amendments thereunder.
The Company has in place adequate risk management system which takescare of risk identification assessment and mitigation. Your Company has adopted a RiskManagement Policy which establishes various levels of accountability and overview withinthe Company while vesting identified managers with responsibility for each significantrisk. The risk management framework defines the risk management approach of the Companyand includes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks.
There are no risks which in the opinion of the Board threatens theexistence of your Company. However some of the risks which may pose challenges are setout 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-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities 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 testand review controls appraisals of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Audit Committee of the Board Statutory Auditors and the BusinessHeads are periodically appraised of the internal audit findings and corrective actiontaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.
NOMINATION AND REMUNERATION POLICY
A Committee of the Board named as "Nomination and RemunerationCommittee" has been constituted to comply with the provisions of Section 178 of theAct and to recommend a policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters and to frame proper systems for identification appointment ofDirectors & KMPs payment of remuneration to them and evaluation of their performanceand to recommend the same to the Board from time to time.
BOARD AND COMMITTEE MEETINGS
Five meetings of the board were convened and held during the year.
The Board has constituted an Audit Committee with Mr. Pravin G. Shah asChairman and Mr. Kisan R. Choksey and Mr. Piyush K. Shah
There has not been any instance during the year when recommendations ofthe Audit Committee were not accepted by the Board. DIRECTORS' RESPONSIBILTY STATEMENT
In terms of Section 134 (5) of the Act the directors of your Companyconfirm that :
i) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards have been followedalong with proper explanation relating to material departures;
ii) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit of the Company for the financial year ended 31stMarch 2022;
iii) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the directors have prepared the annual accounts on a going concernbasis;
v) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
vi) the directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated and implemented a policyon 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 andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Complaints Committee to inquire intocomplaints 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 formalmechanism to the Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended 31st March 2022is 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 improvementhave been taken wherever feasible.
2. For effective treatment of effluents the Company has constructed aneffluent treatment plant. Waste water generated from manufacturing process istreated/recycled at Effluent Treatment Plant and used for internal consumption andplantation.
3. There is adequate provision for the treatment of fumes resultingfrom the use of Sulphuric Nitric Hydrofluoric and other acids required for production.
4. Replacement of the conventional light fittings with LED lighting hasresulted in lower power consumption for lighting.
(ii) Steps taken by the Company for utilizing alternative source ofenergy :
The Company has installed 10Kva three phase Roof Top Solar Panels atBaska Factory alongwith with online Inverter based system as an alternate means of powerand to encourage energy conservation. This solar power plant is based on SPV (SolarPhotovoltaic Cells) connected to grid.
(iii) Capital Investment on energy conservation equipments :
The Company continuously makes investments in its facility for bettermaintenance and safety of the operations. The
Company has undertaken efforts to rectify the shortfalls in theexisting facilities in order to reduce the energy consumption by setting up efficientfacilities.
(b) Technology Absorption
(i) Efforts made towards technology absorption and benefits derivedlike product improvement cost reduction product development or import substitution :
The Company has received complete technical know how for SiliconRectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. InternationalRectifier Corporation California U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd.now amalgamated with the Company received technical know how from Silicon PowerCorporation U.S.A. (an ex. General Electric facility) for manufacturing semiconductordevices upto 125 mm.
Efforts towards technology absorption include continued efforts forprocess improvements and improved product types/ designs in order to improve theefficiency 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 - ' 647.01 Lacs
(ii) Outgo of Foreign Exchange during the year - ' 1522.08 Lacs
PARTICULARS OF EMPLOYEES
In terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Company does not have any employee who is employedthroughout the financial year and in receipt of remuneration of ' 120 Lacs or more oremployees who are employed for part of the year and in receipt of ' 8.50 Lacs or more permonth.
The information required pursuant to Section 197 of the Act read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the Company up to the date of forthcoming Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part ofthis report and gives details of the overall industry structure economic developmentsperformance and state of affairs of your Company's businesses and other materialdevelopments during the financial year 2021-22.
CORPORATE GOVERNANCE REPORT
Since the paid up equity capital of the Company is less than ' 10Crores and the networth of the Company is less than ' 25 Crores the provisions ofRegulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation 2 of Regulation 46 and para C D & E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining to CorporateGovernance are not applicable to the Company.
The Board wishes to place on record its sincere appreciation forassistance and co-operation received from customers bankers regulatory and governmentauthorities during the year. The Directors express their gratitude to the shareholders forreposing their faith and confidence in the Company. The directors also acknowledge thecontribution made by the Company's employees at all levels. Our consistent growth was madepossible by their hard work solidarity and support.
| ||For and on behalf of the Board of Directors |
|Place : Mumbai ||Bhavna H. Mehta |
|Date : 13th August 2022 ||Chairperson |