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Namtech Electronic Devices Ltd.

BSE: 517269 Sector: Engineering
NSE: NAMTECHELE ISIN Code: INE607C01010
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Namtech Electronic Devices Ltd. (NAMTECHELE) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting their 30th Annual Report together with theAudited Accounts of the company for the year ended 31 st March 2017.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31 2017 is summarizedbelow:

The Comparative financial results for the period are as under:

2016-17 2015-16
(Rs.) (Rs.)
Other Income 0 0
Profit/(Loss) before Depreciation -140892 -185293
Depreciation 0 0
Profit/(Loss) after tax -140892 -185293

The Company has not transferred any amount to the General reserves for the year.

OPERATIONAL REVIEWS:

During the year under review there was no business. Accordingly the Company Incurreda net loss of Rs 1.40 lakhs as against the loss of Rs.1.85 lakhs in the previous year. TheCompany cont lues to be financially sick with huge Income tax dues which has lead to hugeliquidity crunch.

DIVIDEND:

In view of continuous loses the question of declaration of dividend does notarise.

SHARE CAPITAL

During the year under consideration there was no change in the Share capital of theCompany.

FIXED DEPOSITS:

Your company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies) Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under consideration the company has not given any loans or guarantees/investment covered under the provisions of section 186 of the Companies Act 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company is having adequate Internal Financial Controls with reference to FinancialStatements

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The same is not applicable to the Company.

CONSERVATION OF ENERGY:

There were neither energy conservation measures nor technology absorption involvedduring the year under consideration. No research and development work was carried on.

Foreign exchange earnings and Outgo:-

Total Amount of Foreign Exchange
Outflow in INR NIL
Total Amount of Foreign Exchange
Earnings from sale of services irilNR NIL

DIRECTORS:

Mr. Thevalil Rajan Sanjay Director retire by rotation and he is eligible forre-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Director has submitted disclosure to the Board that he fulfils therequirements as stipulated in Section 149(6) of the Companies Act 2013.

Board Evaluation

In view of the Company not having carried on any . business the question of evaluationof the Board's and its Committees performance is not relevant.

Remuneration Policy

Considering the financial sickness and inactive status the question of reviewingremuneration policy does notarise.

Meetings

During the year five Board Meetings and four audit committee meetings were convenedand held. The details of which are given in the corporate governance report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financials year and ofthe profit or loss of the company 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 effectively.

vi) The directors had devised proper system to ensure compliance with the provision ofall applicable laws and that such system were adequate and operating - effectively.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The company has Namtech Tai Limited -Subsidiary Company.

CODE OF CONDUCT:

The Company has got a code of conduct which is applicable to the members of the Boardand employees

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud andmismanagement if any.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.

AUDITORS AND THEIR REPORT:

M/s. Chandran & Raman Chartered Accountants are eligible to continue as StatutoryAuditors and it is proposed to ratify their appointment for the Accounting/Financial year2017-18.

Regarding delay in remittance /transfer of amounts required to be transferred to IEPFby unpaid dividend and un refunded share application money the same were caused byfinancial sickness of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "AnnexureC".

BUSINESS RISK MANAGEMENT:

The Company being financial sick and inoperative there is no need for Risk Management.

PARTICULARS OF EMPLOYEES:

There are no Employees drawing a remuneration of more than Rs.5 Lacs per month duringthe year.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure.

For and on behalf of the Board

Thevalil Rajan Sanjay Uma Devi Nambiar
Director. Director
DIN No: 01175752 DIN No:00893474
Date: 09-08-2017
Place: Bangalore