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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
OPEN 48.45
PREVIOUS CLOSE 46.65
VOLUME 629
52-Week high 63.75
52-Week low 35.15
P/E 44.31
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.45
CLOSE 46.65
VOLUME 629
52-Week high 63.75
52-Week low 35.15
P/E 44.31
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ruttonsha International Rectifier Ltd. (RUTTONSHAINTL) - Director Report

Company director report

Dear Members

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)

Particulars Year ended 31.03.2015 Year ended 31.03.2014
Revenue from Operations (Net) 270561312 218135796
EBIDTA 27901517 22400468
Less - (i) Finance Costs 14076932 14039011
(ii) Depreciation 11268558 11292170
Profit/(Loss) before Tax 2556027 (2930713)
Less - (i) Provision for Taxation 488000 -
(ii) Deferred Tax Liability/(Asset) (1073519) -
Profit/(Loss) for the year 3141546 (2930713)
Add - Balance brought forward from previous year 54168937 57099650
Amount available for Appropriation 57310483 54168937
Less - Appropriation - -
Balance carried to Balance Sheet 57310483 54168937

PERFORMANCE

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/-.

DIVIDEND

In order to plough back the accruals your Directors do not recommend any dividend forthe financial year ended 31st March 2015.

SHARE CAPITAL

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.

DIRECTORS

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.

DEPOSITS

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.

AUDITORS

(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.

CREDIT RATING

ICRA Limited have reaffirmed their long term Credit rating of [ICRAJBB+ (pronouncedICRA double B plus) rating to the Company’s Fund based limits and a short term ratingof [ICRA]A4+ (pronounced ICRA A four plus) rating to the Company’s 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 onarm’s 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.

RISK MANAGEMENT

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 Company’s 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 Company’s 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 Company’s 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.

ACKNOWLEDGEMENTS

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 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 Hasmukh J. Shah
Date : 27th May 2015 Chairman

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)

Rules 2014]

L REGISTRATION & OTHER DETAILS :

1. CIN L31109MH1969PLC014322
2. Registration Date 05/07/1969
3. Name of the Company Ruttonsha International Rectifier Limited
4. Category/Sub-category of the Company Public Company/Limited by Shares
5. Address of the Registered office & contact details 139/141 Solaris 1 B-Wing 1st Floor Saki Vihar Road Powai Andheri (East) Mumbai - 400072. Tel No. : +91-022-28471956 Fax No. : +91-022-28471959 Email : secretarial@ruttonsha.com Website : www.ruttonsha.com
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Adroit Corporate Services Pvt. Ltd. 19/20 Jaferbhoy Industrial Estate1st Floor Makwana Road Marol Naka Andheri (East) Mumbai - 400059. Tel No. : +91-022-28594060 Fax No. : +91-022-28503748 Email : info@adroitcorporate.com Website : www.adroitcorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated :

Sr. No. Name and Description of main products/services NIC Code of the products/services % to total turnover of the company
1. Semiconductor Devices 2610 66.01
2. Power Rectifier Assemblies 2790 24.15

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 :

Category of Shareholders

No. of Shares held at the beginning of the year[As on 01.04.2014]

No. of Shares held at the end of the year[As on 31.03.2015]

% Change during the year

Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 15000 - 15000 0.21 15000 - 15000 0.21 -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks/FI - - - - - - - - -
f) Any other - - - - - - - - -
Subtotal (A)(1): 15000 - 15000 0.21 15000 - 15000 0.21 -
(2) Foreign
a) NRI Individuals 5072958 - 5072958 72.92 5072958 - 5072958 72.92 -
b) Other Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any Other - - - - - - - - -
Subtotal (A)(2): 5072958 - 5072958 72.92 5072958 - 5072958 72.92 -
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 5087958 - 5087958 73.13 5087958 - 5087958 73.13 -
B. Public Shareholding
(1) Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - 1400 1400 0.02 - 1400 1400 0.02 -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -

 

Category of Shareholders

No. of Shares held at the beginning of the year[As on 01.04.2014]

No. of Shares held at the end of the year[As on 31.03.2015]

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total %of Total Shares
f) Insurance Companies - - - - - - - - -
g) Fils - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1): - 1400 1400 0.02 - 1400 1400 0.02 -
(2) Non-Institutions
a) Bodies Corporate
i) Indian 4391 6620 11011 0.16 4922 6620 11542 0.17 0
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs 1 lakh 755696 753546 1509242 21.69 754517 724935 1479452 21.26 0.43
ii) Individual shareholders holding nominal share capital in excess ofRs 1 lakh 126072 - 126072 1.81 160004 - 160004 2.30 0.49
c) Others (specify)
i) Non Resident Indians 1420 1700 3120 0.05 1000 1700 2700 0.04 0
ii) Trusts 214184 - 214184 3.08 214184 - 214184 3.08 -
iii) Foreign Individuals (including FDI) 4253 - 4253 0.06 - - - - -
Sub-total (B)(2): 1106016 761866 1867882 26.85 1134627 733255 1867882 26.85 -
Total Public Shareholding (B)=(B)(1)+(B)(2) 1106016 763266 1869282 26.87 1134627 734655 1869282 26.87 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 6193974 763266 6957240 100.00 6222585 734655 6957240 100.00 -

ii) Shareholding of Promoters :

Sr. No. Shareholder’s Name

Shareholding at the beginning of the year [As on 01.04.2014]

Shareholding at the end of the year [As on 31.03.2015]

% change in

shareholding during the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbe- red to total shares
1. Smt. Bhavna H. Mehta 4724583 67.91 - 4724583 67.91 - -
2. Shri. Jitendra Mehta 127875 1.84 - 127875 1.84 - -
3. Smt. Ila J. Mehta 127875 1.84 - 127875 1.84 - -
4. Shri. Utpal K. Mehta 46375 0.67 - 46375 0.67 - -
5. Smt. Vaishali U. Mehta 46250 0.66 - 46250 0.66 - -
6. Shri. Hasmukh J. Shah 8750 0.13 - 8750 0.13 - -
7. Shri. Bakulesh J. Shah 6250 0.08 - 6250 0.08 - -
TOTAL 5087958 73.13 - 5087958 73.13 - -

iii) Change in Promoters’ Shareholding (please specify if there is no change) :

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
At the beginning of the year 5087958 73.13 5087958 73.13
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/ bonus/ sweat equity etc.) No change during the year
At the end of the year 5087958 73.13 5087958 73.13

iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs) :

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Ruttonsha International Rectifier Ltd. - Equity Trust (through its Trustee Manoj P. Mehta)
At the beginning of the year 210584 3.03 - -
Changes during the year No change during the year
At the end of the year - - 210584 3.03
2. Mahendra Girdharilal
At the beginning of the year 15362 0.22 - -
Changes during the year No change during the year
At the end of the year - - 15362 0.22
3. Manoj J Bagadia
At the beginning of the year - - - -
Changes during the year
Date Reason
10.10.2014 Purchase 2472 0.04 2472 0.04
31.10.2014 Purchase 2094 0.03 4566 0.07
07.11.2014 Purchase 2350 0.03 6916 0.10
14.11.2014 Purchase 339 0 7255 0.10
21.11.2014 Purchase 120 0 7375 0.11
28.11.2014 Purchase 30 0 7405 0.11
05.12.2014 Purchase 4004 0.06 11409 0.16
12.12.2014 Purchase 520 0.01 11929 0.17
19.12.2014 Purchase 890 0.01 12819 0.18
31.12.2014 Purchase 290 0 13109 0.19
02.01.2015 Purchase 100 0 13209 0.19
09.01.2015 Purchase 330 0 13539 0.19
23.01.2015 Sale 539 0.01 13000 0.19
30.01.2015 Sale 427 0.01 12573 0.18
13.02.2015 Purchase 50 0 12623 0.18
At the end of the year - - 12623 0.18

 

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. No. of shares % of total shares of the Company No. of shares % of total shares of the Company
4. Amita Ashvin Shah
At the beginning of the year 6677 0.10 - -
Changes during the year
Date Reason
28.11.2014 Purchase 4253 0.06 10930 0.16
At the end of the year - - 10930 0.16
5. Thakker Bhupendra
At the beginning of the year 10710 0.15 - -
Changes during the year No change during the year
At the end of the year - - 10710 0.15
6. Ashvin S Shah
At the beginning of the year 8439 0.12 - -
Changes during the year
Date Reason
23.05.2014 Purchase 1740 0.03 10179 0.15
20.06.2014 Purchase 200 0 10379 0.15
At the end of the year - - 10379 0.15
7. Ramesh Gopal Trasi
At the beginning of the year 10000 0.14 - -
Changes during the year No change during the year
At the end of the year - - 10000 0.14
8. Annapoorni V Iyer
At the beginning of the year 10000 0.14 - -
Changes during the year No change during the year
At the end of the year - - 10000 0.14
9. Nanji Jivraj Karani
At the beginning of the year 9700 0.14 - -
Changes during the year No change during the year
At the end of the year - - 9700 0.14
10. Chander Bajaj
At the beginning of the year 8403 0.12 - -
Changes during the year No change during the year
At the end of the year - - 8403 0.12

vt Shareholdina of Directors and Kev Manaaerial Personnel :

Sr. No. Name of the Directors/KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Smt. Bhavna H. Mehta 4724583 67.91 4724583 67.91
2. Shri. Manoj P. Mehta 100000 1.43 100000 1.43
3. Shri. Hasmukh J. Shah 8750 0.13 8750 0.13
4. Shri. Kisan R. Choksey 4100 0.06 4100 0.06
5. Shri. PravinG. Shah 2500 0.04 2500 0.04
6. Shri. Venkitaraman Iyer - - - -
7. Shri.R. G.Trasi 10000 0.14 10000 0.14
8. Shri. Bhavin P Rambhia _ - - -

V. INDEBTEDNESS -

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Amt. in Rs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (01/04/2014)
i) Principal Amount 849834 18401997 - 19251831
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 849834 18401997 - 19251831
Change in Indebtedness during the financial year
* Addition - - - -
* Reduction 353428 - - 353428
Net Change 353428 - - 353428
Indebtedness at the end of the financial year (31/03/2015)
i) Principal Amount 496406 18401997 - 18898403
ii) Interest due but not paid - 1294905 - 1294905
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 496406 19696902 - 20193308

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Non-Executive Directors (Amt. in Rs)

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Shri. Kisan R. Choksey Shri. Pravin G. Shah Shri. Venkitaraman Iyer
1. Fee for attending board/ committee meetings 15000 20000 5000 40000
Commission - - - -
Others please specify - - - -
Total (1) 15000 20000 5000 40000
Other Non-Executive Directors Smt. Bhavna H. Mehta Shri. Hasmukh J. Shah Shri. Manoj P. Mehta
2. Fee for attending board committee meetings - 20000 20000 40000
Commission - - - -
Others please specify - - - -
Total (2) - 20000 20000 40000
Total Managerial Remuneration = (1+2) 80000

B) Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD ... . Rs)

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Total

C.E.O. R. G. Trasi Company Secretary Bhavin P Rambhia
1. Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 720000 552725 1272725
b) Value of perquisites u/s 17(2) Income-tax Act 1961 - -
c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission
- as % of profit - -
5. Others please specify - -
Total 720000 552725 1272725

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]

To

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 Company’s 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.

For Neetu Agrawal & Co.
Practising Company Secretary
Place : Mumbai Neetu Vikas Agrawal Proprietor
Date : 27th May 2015 ACS No. 25791; C.P. No. 9272

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.

Annexure I

To

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.

For Neetu Agrawal & Co.
Practising Company Secretary
Neetu Vikas Agrawal
Place : Mumbai Proprietor
Date : 27th May. 2015 ACS No. 25791: C.P. No. 9272