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Naina Semiconductor Ltd.

BSE: 526831 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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Naina Semiconductor Ltd. (NAINASEMICOND) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.

1. Financial summary or highlights/Performance of the Company

The Board's Report shall be prepared based on the financial statements of the company

Particulars 2016-2017 2015-2016
Gross Income 562.40 520.92
Profit Before Interest and Depreciation 65.79 63.43
Interest / Finance Charges 57.56 56.52
Provision for Depreciation 5.50 5.50
Profit before exceptional item 2.73 1.41
Income from exceptional item (net) - -
Net Profit Before Tax 2.73 1.41
Provision for Tax / Deferred Tax .25 .22
Net Profit After Tax 2.48 1.19
Balance of Profit/(loss) brought forward 2.48 1.19
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve 2.48 1.19
Surplus / (loss) carried to Balance Sheet 2.48 1.19

2. Brief description of the Company's working during the year/State of Company'saffair

During the year your Company was able to achieve sales revenue of 56240865/-ascompared to the last year sale revenue of 52092024/- in the immediately precedingfinancial year.

3. Brief of Business and new business plans

The company continues to be electronic components manufacturing company. During theyear under review there was no material change in the nature of business of the company.

4. Dividend

No dividend has been declared for the current financial year due to insufficientprofits. Further the provisions of Section 125(2) of the Companies Act 2013 do not applyas there was no dividend declared and paid last year.

5. Reserves

The company transfer all amounts to general reserve during the year.

6. Directors and Key Managerial Personnel

The Board of Directors of the Company possess highest personal and professional ethicsintegrity values and provide leadership strategic guidance and objective judgment on theaffairs of the Company.

The Board consists of 4Directors. During the year under review there was no change inthe constitution of the Board of Directors and Key Managerial Personnel of the Company.Composition of the Board and directorships held as on 31st March 2017 formpart of this Annual Report as ANNEXURE A

7. Meetings

During the year under review your Board of Directors has met 4 (FOUR) times. Thedetails of which are given in the Annexure A. The intervening gap between the twoMeetings of the Board is as prescribed under the Companies Act 2013. (Hereinafter"the Act").

8. Disclosure of Voting Rights not exercised directly by the employees:

There are no employees having any voting rights in the company.

9. Disclosure of Issue of equity Shares with Differential Voting Rights:

During the year under review NO Equity shares were issued by the company.

10. Declaration by an Independent Director(s) and re- appointment if any

The provisions of Section 149 pertaining to the appointment of Independent Directors donot apply to your company.

11. Managerial Remuneration:

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to your company. The details of Remunerationpaid to Managing Director and other Key Managerial Personnel's as required pursuant to5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are furnished in Annexure B and is attached to this report.

12. Auditors:

M/s Vikram Salhotra Chartered Accountants Statutory Auditors of the Company havingregistration number M. NO. 094772 hold office until the conclusion of the next ConsecutiveAnnual General Meeting. The Company has received a certificate from the statutory auditorsto the effect that their reappointment if made would be within the limits prescribed.

13. Auditors Report:

The Auditors' Report does not contain any qualification. The Notes to Accounts andAuditors remarks in their report are self-explanatory and do not calls for any furthercomments.

14. Internal Audit & Controls:

During the year under review Provisions of Section 138 of the companies act 2013 wasnot applicable on your company. However the Company continued to implement thesuggestions and recommendations of their accounting and finance staff in order to improvethe control environment to safeguard the assets of the Company to review the operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas.

15. Corporate Social Responsibilities Initiatives:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

16. Risk management policy:

Your Company does not have any Risk Management Policy as the elements of internal risksare effectively controlled by the Internal Control System of the Company. In the opinionof the management the outside elements of risk threatening the Company's Existence isminimal.

17. Disclosure under the Sexual Harassment of Women at workplace(PreventionProhibition and

Redressed) Act 2013:

Your Company has constituted an Internal Complaints Committee under Section 4 of theSexual Harassment of Women at workplace (Prevention Prohibition and Redressed) Act 2013to look into the matters /complaints if any relating to sexual harassment of women atwork place.

During the year under review no complaint has been received regarding sexualharassment.

18. Extract of Annual Return:

As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure B. 19. Material changes andcommitments if any affecting the financial position of the company which have occurredbetween the end of the financial year of the company to which the financial statementsrelate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateson the date of this report.

20. Deposits

During the year under review your company has neither accepted nor renewed anydeposits. The details relating to deposits covered under Chapter V of the Act- (a)accepted during the year; NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved- NIL

(i) at the beginning of the year; NIL (ii) maximum during the year; NIL(iii) at the end of the year; NIL

21. Particulars of loans guarantees or investments under section 186

During the year under review no loans guarantees or investments made by your companyunder section 186 of the Companies Act 2013 and hence the said provision is notapplicable.

Details of Loans:

Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if required ) Rate of Interest Security
- - - - - - - - -
- - - - - - - - -

Details of Investments:-

SL No Date of investme nt Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if required) Expected rate of return
- - - - - - - -
- - - - - - - -

Details of Guarantee / Security Provided:

SL No Date of providing security/guar antee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR any) Commission (if
1. - - - - - - -
- - - - - - - -

22. Particulars of contracts or arrangements with related parties:

The details of contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure C.

23. Conservation of energy technology absorption and foreign exchange earnings andoutgo

Since your Company owns manufacturing facility statement giving details ofconservation of energy and technology absorption in accordance with the clause (m) of subsection(3) of Section 134 of the Act read with rule 8 of the Companies (Accounts) Rules2014 is applicable.

Your company has initiated steps to conserve the energy as this year has seen awidening gap between electricity production and demand across the country. However yourcompany is ever mindful of the need for energy conservation not only as the method ofcost reduction but also because it is global imperative. We have ensured that thefollowing measures are institutionalized across all our facilities:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy Regular preventive maintenance of electric motors LED Light fittings installed in general area lighting Electronic ballast were installed in lighting system Installation of additional capacitor banks to improve power factor.
Impact of Conservation:
Improvement in productivity. Improvement in the life of electrical equipment's. Improved efficiency and product quality. Reduction in electrical energy consumption and better illumination.
(ii) the steps taken by the company for utilizing alternate sources of energy Solar street lights were proposed fornew locations wherever required. Installation of sky lighting and turbo ventilators to reduce the lighting loads
(iii) the capital investment on energy conservation equipment's NIL

(b) Technology absorption

(i) the efforts made towards technology absorption The Company has not entered into any technical collaboration agreement. It has not acquired any technical know- how from any foreign source so far.
However there is continuous interaction with R&D divisions of overseas designers and buyers.
ii. Adaptation of sophisticated domestic technologies in developing new products and designs.
(ii) the benefits derived like product improvement cost reduction product development or import substitution Improvement in the quality of current products. Innovation of new products and processes. Progression of R&D efforts towards quality enhancement evolution of new designs and reduction in operational costs. Reduced costs and increased productivity
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not applicable
(a) the details of technology imported -
(b) the year of import; -
(c) whether the technology been fully absorbed -
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof -
(iv) the expenditure incurred on Research and Development -

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was RS 139.17 lacs and the totalforeign exchange earned was Rs.170.61 lacs.

24. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems & take the decision to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively. In this year the board of directors had decided the followingthat From the last 4 years no depreciation was charged on the fixed assets lying inHaldawni factory which is closed & not in use since 2001. As per the Commercialdepartment Haldwani order dated 15.05.2015 the stock of material & plant &machinery lying at Haldwani is not usable & the A.O. declared those items as scrape.So it was decided by the board that in this year the company may written off some unusedplant & machinery for the value of Rs. 66.72 lacs lying at Haldwani balance value ofplant & machinery lying in Haldwani will be written off in future years when theprofit will be available. So accordingly value of plant & machinery was reduce RS66.72 lacs & deffred tax asstes was by RS 16.42 Lacs . All these reductions wereadjusted in reserve & surplus account.

25. Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various government authorities for their continued support extended toyour Companies activities during the year under review. Your directors also acknowledgegratefully the shareholders for their support and confidence reposed on your company.

For and on behalf of the Board of Directors
Mr. Kapil Mohan Mehta Mr. ANIL KHANNA Mr. S.L. GANDHI Mrs. VINOD KUMARI
(Managing Director) (Director) (Director) (Director)
DIN: 00909735 DIN: 06593175 DIN00909735 DIN 07135720
Place: Noida
Date: 31stMAY 2017

Annexure - C

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Particulars Details
Name (s) of the related party & nature of relationship -
Nature of contracts/arrangements/transaction -
Duration of the contracts/arrangements/transaction -
Salient terms of the contracts or arrangements or transaction including the value if any -
Justification for entering into such contracts or arrangements or transactions' -
Date of approval by the Board -
Amount paid as advances if any -
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 -

2. Details of contracts or arrangements or transactions at Arm's length basis.

Particulars Details
Name (s) of the related party & nature of relationship -
Nature of contracts/arrangements/transaction -
Duration of the contracts/arrangements/transaction -
Salient terms of the contracts or arrangements or -
transaction including the value if any
Date of approval/Ratification by the Board -
Amount paid as advances if any -

Part "A": Subsidiaries

Name of the subsidiary -
1. Reporting period for the subsidiary concerned if different from the holding company's reporting period NIL
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
3. Share capital (Rs.)
4. Reserves & surplus
5. Total assets
6. Total Liabilities
7. Investments
8. Turnover
9. Profit before taxation
10. Provision for taxation
11. Profit after taxation
12. Proposed Dividend
13. % of shareholding

Part "B": Associates and Joint Ventures

Name of Associates/Joint Ventures - - -
1. Latest audited Balance Sheet Date
2. Shares of Associate/Joint Ventures held by the
company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding % NIL NIL NIL
3. Description of how there is significant influence
4. Reason why the associate/joint venture is not consolidated
6. Networth attributable to Shareholding as per latest audited Balance Sheet
7. Profit / Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

The following information shall be furnished:-

1. Names of associates or joint ventures which are yet to commence operationsNIL

2. Names of associates or joint ventures which have been liquidated or soldduring the year. NIL