Ruttonsha International Rectifier Ltd.
|BSE: 517035||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE302D01016|
|BSE 16:01 | 27 Mar 2018||Ruttonsha International Rectifier Ltd|
|NSE 05:30 | 01 Jan 1970||Ruttonsha International Rectifier Ltd|
Ruttonsha International Rectifier Ltd. (RUTTONSHAINTL) - Director Report
Company director report
Your Directors have pleasure in presenting the Forty Sixth Annual Report on thebusiness and operations of the Company together with the Audited Accounts for thefinancial year ended 31st March 2015.
FINANCIAL RESULTS AND OPERATIONS (Amt. in Rs)
During the financial year 2014-15 your Company reported a topline growth of 24% overthe previous year against the backdrop of economic uncertainties and challenging businessenvironment. The revenue from Operations for the financial year was Rs 270561312/- asagainst Rs 218135796/- last year. The growth in revenues during the year were mainlyattributable to resilient orders from our regular clients boost in export sales andexecution of large equipments orders during the year. Earnings before InterestDepreciation and Tax (EBIDTA) for the year increased by 24.56% to Rs 27901517/- ascompared to Rs 22400468/- last year. The Company reported Net Profit of Rs 3141546/-for the year as against Net Loss of Rs 2930713/-.
In order to plough back the accruals your Directors do not recommend any dividend forthe financial year ended 31st March 2015.
The paid up Equity Share Capital of the Company as on 31st March 2015 is Rs69572400/-. 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.
In terms of the provisions of Section 152 of the Companies Act 2013 ("theAct") Mr. Manoj P. Mehta Director of the Company is liable to retire by rotationand being eligible offers himself for re-appointment at the forthcoming Annual GeneralMeeting of the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Bombay Stock Exchange.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of Independent and Non Independent Directors. The board expressed theirsatisfaction with the evaluation process.
Your Company has not accepted any fixed deposits from the public during the year2014-15 and there are no outstanding fixed deposits as on 31s' March 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
(a) Statutory Auditors :
M/s. Ajay Shobha & Co. Chartered Accountants the Statutory Auditors of theCompany holds office until the conclusion of the 48th Annual General Meetingof the Company. Their appointment is subject to ratification at the 46th AnnualGeneral Meeting. The Company has received a certificate from the retiring auditorsconfirming that their re-appointment if made will be in accordance with Section 139 readwith Section 141 of the Act.
Members are requested to consider the re-appointment of Statutory Auditors - M/s. AjayShobha & 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 andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Neetu Agrawal & Co. a firm of Company Secretary in Practice toundertake the Secretarial Audit of the Company for the year ended 31st March2015. 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 ended31s' March 2015 do not contain any qualification reservation adverse remarkor disclaimer.
ICRA Limited have reaffirmed their long term Credit rating of [ICRAJBB+ (pronouncedICRA double B plus) rating to the Companys Fund based limits and a short term ratingof [ICRA]A4+ (pronounced ICRA A four plus) rating to the Companys Non fundbased limits. The outlook on the long term rating has been revised from Negative toStable.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Act is included in this report as Annexure A and forms an integralpart of this report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business and were incompliance with the applicable provisions of the Act and the Listing Agreement. Details ofthe transactions with related parties are provided in the accompanying notes forming partof the financial statements.
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Clause 49 of the Listing Agreement. It establishes various levels ofaccountability and overview within the Company while vesting identified managers withresponsibility for each significant risk. The risk management framework defines the riskmanagement approach of the Company and includes periodic review of such risks and alsodocumentation mitigating controls and reporting mechanism of such risks.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Companys internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Companys policiesidentifying areas of improvement evaluating the reliability of financial statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
Details of the internal control system are given in the Management Discussion andAnalysis 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 toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board members. Thedetails 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 hasconstituted an Audit Committee with Mr. Kisan R. Choksey as Chairman and Mr. VenkitaramanIyer and Mr. Manoj P. Mehta as members. There has not been any instances during the yearwhen 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 heldand attendance of the Directors at such meetings are provided in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe 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 havebeen followed along with proper explanation relating to material departures;
(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profits of theCompany for the year under review;
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and were operatingeffectively;
(vi) The directors had devised proper system to ensure compliance with the provisionsof 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 wor<place and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed there under. The policy aims toprovide protection to female employees at the workplace and prevent and redress complaintsof sexual harassment and for matters connected or incidental thereto with the objectiveof providing a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee to inquire into complaints of sexualharassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financialyear 2014-15.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimisation of employees who avail ofthe 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 AuditCommittee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
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 theCompanies (Accounts) Rules 2014 for the year ended 31s' March 2015 is givenbelow 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 takenwherever feasible.
2. For effective treatment of effluents the Company has constructed an effluenttreatment plant. Waste water generated from manufacturing process is treated/recycled atEffluent Treatment Plant and used for internal consumption and plantation.
3. There is adequate provision for the treatment of fumes resulting from the use ofSulphuric 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 Factoryalongwith with online Inverter based system as an alternate means of power and toencourage energy conservation. This solar power plant is based on SPV (Solar PhotovoltaicCells) connected to grid.
(iii) Capital Investment on energy conversation equipments :
The Company continuously makes investments in its facility for better maintenance andsafety of the operations. The Company has undertaken efforts to rectify the shortfalls inthe existing facilities in order to reduce the energy consumption by setting up efficientfacilities.
(b) Technology Absorption
(i) Efforts made towards technology absorption and benefits derived like productimprovement cost reduction product development or import substitution :
The Company has received complete technical know how for Silicon Rectifiers and SiliconControlled Rectifiers upto 30 mm devices from M/s. International Rectifier CorporationCalifornia U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd. now amalgamated with theCompany 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 processimprovements and improved product types/designs in order to improve the efficiencyproductivity 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 47535610/-
(ii) Outgo of Foreign Exchange during the year - Rs 850045037-
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration exceeding the limitsspecified in Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointmentand 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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of forthcoming Annual General Meeting. If any member isinterested in inspecting the same such member may write to the company secretary inadvance.
MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion Analysis Report and the Report on Corporate Governance asrequired under Clause 49 of the Listing Agreement forms part of the Annual Report.
The Board wishes to place on record its sincere appreciation for assistance andco-operation received from customers bankers regulatory and government authoritiesduring the year. The Directors express their gratitude to the shareholders for reposingtheir faith and confidence in the Company. The Directors also acknowledge the contributionmade by the Companys employees at all levels. Our consistent growth was madepossible by their hard work solidarity and support.
ANNEXURE [A] TO THE DIRECTORS REPORT
FORM No. MGT - 9 EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March 2015
[Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration)
L REGISTRATION & OTHER DETAILS :
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated :
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES : Nil
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding :
ii) Shareholding of Promoters :
iii) Change in Promoters Shareholding (please specify if there is no change) :
iv) Shareholding Pattern of top ten Shareholders
(Other than Directors Promoters and Holders of GDRs and ADRs) :
vt Shareholdina of Directors and Kev Manaaerial Personnel :
V. INDEBTEDNESS -
Indebtedness of the Company including interest outstanding/accrued but not due forpayment.
(Amt. in Rs)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Remuneration to Non-Executive Directors (Amt. in Rs)
B) Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD ... . Rs)
VII. PENALT1ES/PUNISHMENT/COMPOUNDING OF OFFENCES :
There were no penalties punishment or compounding of offences levied under theCompanies Act 2013.
FORM No. MR - 3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31stMARCH 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014]
The Members of
Ruttonsha International Rectifier Ltd.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ruttonsha InternationalRectifier Ltd. (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31s' March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter :
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of :
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (not applicable to the Company during the Audit period);
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009
(not applicable to the Company during the Audit period);
(d) The Securities and Exchange Board of India (Employee Stock Option and EmployeeStock Purchase Stock Purchase Scheme) Guidelines 1999 and The Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 notified on 28hOctober 2014 (not applicable to the Company during the Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (not applicable to the Company during the Audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (not applicable to the Company during the Audit period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (not applicable to the Company during the Audit period);
I have also examined compliance with the applicable clauses of the following :
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (notnotified hence not applicable to the Company during the Audit period)
(ii) The Listing Agreement entered into by the Company with the BSE Limited
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above. As informed by themanagement there are no laws that are specifically applicable to the Company based ontheir sector/industry.
I further report that :
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members views if any are captured and recorded aspart of the minutes.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the Company had extended the periodof redemption of 4050000 2% Redeemable Optionally Convertible Cumulative PreferenceShares by a period of ten years.
This report is to be read with my letter of even date which is annexed as Annexure Iand forms an integral part of this report.
The Members of
Ruttonsha International Rectifier Ltd.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices i had followed provided areasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.
4. Where ever required I have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on the test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.