TO THE SHAREHOLDERS

Dear Members,

Your Directors have pleasure in presenting the 53^rd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31^st March, 2022.

(Amt. in Lacs)

FINANCIAL PERFORMANCE STANDALONE

During the financial year 2021-22, your Company reported total revenue of ' 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 ' 133.07 Lacs last year.

CONSOLIDATED

During the financial year 2021-22, your Company reported total revenue of ' 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 ' 133.07 Lacs last year.

According to Section129(3) of the Act, the consolidated financial statements of the Company and its subsidiary are prepared in accordance with the relevant Indian Accounting Standards specified under the Act and the rules framed thereunder forming part of this Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiary in Form AOC-1 is given in this Annual Report.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

DETAILS OF MATERIAL SUBSIDIARY

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Visicon Power Electronics Private 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 31^st March, 2022

1. Visicon Power Electronics Private Limited.

BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY COMPANY VISICON POWER ELECTRONICS PRIVATE LIMITED

During the year under review, the Company has acquired 100% stake in Visicon Power Electronics Private Limited on 1^st January, 2022 by acquiring 2,103,834 of ' 10/- each. Consequently, pursuant to the provisions of Section 2(87)(ii) of the Act, Visicon Power Electronics Private Limited has become a subsidiary of the Company w.e.f. 1^st January, 2022. Accordingly, the accounts of the Subsidiary Company for the period January - March, 2022 are consolidated and being reported alongwith this Annual Report.

Visicon Power Electronics Private Limited is into the business of manufacturing Silicon Carbide (SiC) wafers and power electronic devices through Epitaxial process. It is in the process of setting up its plant near Baska, Halol, Gujarat. It expects to start the commercial production from F.Y 2022-23 onwards.

The total revenue of Visicon Power Electronics Private Limited for 3 months period was ' 27.21 Lacs and the Company incurred Net Loss of ' 5.48 Lacs during the reporting period.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ' 1/- per equity share (10%) having face value of ' 10/- per equity share for the financial year ended 31^st March, 2022.

The said dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. If approved, the total dividend payout would result in cash outflow of ' 69.57 Lacs for the financial year 2021-22.

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 Capital Redemption Reserve amounting to ' 405 Lacs in terms of provision of Section 55 of the Act, on account of redemption of fully paid preference shares of the Company.

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2022 was ' 695.72 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Piyush K. Shah (DIN : 09032257), Director of the Company, will retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

The Board at its meeting held on 27^th May, 2022, appointed Mr. Kaushal M. Mehta (DIN: 09664953) as an Additional Director of the Company pursuant to Section 161 of the Act and Article 147 of the Articles ofAssociation of the Company.

Mr. Kaushal M. Mehta (DIN: 09664953) was appointed as an Additional Director under the category of Non-Executive, Independent Director, subject to the approval of members. Mr. Kaushal M. Mehta holds office as an Additional Director, till the conclusion of the ensuing 53^rd Annual General Meeting of the Company. A notice under Section 160 of the Act, has been received from a member nominating the candidature of Mr. Kaushal M. Mehta for appointment as Non-Executive Independent Director of the Company. The nomination and remuneration committee and the Board have considered and recommended to the members for appointment of Kaushal M. Mehta as Non-Executive, Independent Director and a resolution seeking shareholder's approval for his appointment forms part of the Notice of the ensuing 53^rd AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mrs. Bhavna H. Mehta - Managing Director, Mr. R. G. Trasi - C.E.O. and Mr. Bhavin P Rambhia - Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Independent and Non Independent Directors. The board expressed their satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, your Company has given a loan of ' 167.85 lacs to Visicon Power Electronics Private Limited, a wholly owned subsidiary company. 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. The particulars of loans and investments covered under the provisions of Section 186 of the Act 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 50^th Annual General Meeting (AGM) of the Shareholders of the Company held on Tuesday, 24^th September, 2019, pursuant to Sections 139 to 144 of the Act and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 50^th AGM, till the conclusion of the 55^th AGM. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the Act. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

(2) Secretarial Auditors :

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. Sonal Kothari & Associates, a firm of Company Secretaries in Practice (C.P. No. 8769) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure II to the Directors Report.

The Auditors Report and the Secretarial Audit Report for the financial year ended 31^st March, 2022 donot contain any qualification, reservation, adverse remark or disclaimer.

REDEMPTION OF PREFERENCE SHARE CAPITAL

During the period under review, your Company had redeemed 40,50,000 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 the entire Preference Share Capital out of the accumulated profits by exercising the option for early redemption as per the terms of the issue. The redemption amount was paid to all the eligible preference shareholders of the Company.</p>

ANNUALRETURN

In accordance with Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the company's website at https://www.ruttonsha.com/investors-centre/annual-reports.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts or arrangements entered into by the Company with related parties have been done on arm's length basis and in the ordinary course of the business. Hence, disclosure in Form AOC - 2 in terms of Section 134 of the Act is not required. Related party disclosures as per the Indian Accounting Standard 24 (Ind AS 24) have been provided in Note No.37 of the Notes forming part of the financial statements.

None of the related party transactions entered into by the Company, were materially significant, warranting member's approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

RISK MANAGEMENT

The Company has in place adequate risk management system which takes care of risk identification, assessment and mitigation. Your Company has adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

There are no risks which in the opinion of the Board threatens the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Bhandarkar & Kale, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION POLICY

A Committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of Section 178 of the Act and to recommend a policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time.

BOARD AND COMMITTEE MEETINGS

Five meetings of the board were convened and held during the year.

The Board has constituted an Audit Committee with Mr. Pravin G. Shah as Chairman and Mr. Kisan R. Choksey and Mr. Piyush K. Shah

as members.

There has not been any instance during the year when recommendations of the Audit Committee were not accepted by the Board. DIRECTORS' RESPONSIBILTY STATEMENT

In terms of Section 134 (5) of the Act, the directors of your Company confirm that :

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and of the profit of the Company for the financial year ended 31^st March, 2022;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. The Policy aims to provide protection to female employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, no complaints were reported to the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134 (3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2022 is given below and forms part of the Director's Report.

(a) Conservation of Energy :

(i) Steps taken or impact on conservation of energy :

1. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible.

2. For effective treatment of effluents the Company has constructed an effluent treatment plant. Waste water generated from manufacturing process is treated/recycled at Effluent Treatment Plant and used for internal consumption and plantation.

3. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

4. Replacement of the conventional light fittings with LED lighting has resulted in lower power consumption for lighting.

(ii) Steps taken by the Company for utilizing alternative source of energy :

The Company has installed 10Kva three phase Roof Top Solar Panels at Baska Factory alongwith with online Inverter based system as an alternate means of power and to encourage energy conservation. This solar power plant is based on SPV (Solar Photovoltaic Cells) connected to grid.

(iii) Capital Investment on energy conservation equipments :

The Company continuously makes investments in its facility for better maintenance and safety of the operations. The

Company has undertaken efforts to rectify the shortfalls in the existing facilities in order to reduce the energy consumption by setting up efficient facilities.

(b) Technology Absorption

(i) Efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution :

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm.

Efforts towards technology absorption include continued efforts for process improvements and improved product types/ designs in order to improve the efficiency, productivity and profitability of the Company.

(ii) Information regarding technology imported, during last 3 years : Nil

(iii) Expenditure incurred on Research and Development : Nil

(c) Foreign Exchange Earnings and Outgo

(i) Foreign Exchange earned during the year - ' 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 of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of ' 120 Lacs or more, or employees who are employed for part of the year and in receipt of ' 8.50 Lacs or more per month.

The information required pursuant to Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the Company up to the date of forthcoming Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's businesses and other material developments during the financial year 2021-22.

CORPORATE GOVERNANCE REPORT

Since the paid up equity capital of the Company is less than ' 10 Crores and the networth of the Company is less than ' 25 Crores, the provisions of Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance are not applicable to the Company.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for assistance and co-operation received from customers, bankers, regulatory and government authorities during the year. The Directors express their gratitude to the shareholders for reposing their faith and confidence in the Company. The directors also acknowledge the contribution made by the Company's employees at all levels. Our consistent growth was made possible by their hard work, solidarity and support.