naina semiconductor ltd crd€¦ · naina semiconductor limited will be held at regency inn,...

40
1 TWENTY SIX ANNUAL REPORT 2013-2014 NOTICE Notice is hereby given that the Twenty SIX Annual General Meeting of the Members of Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to transact the following business:- 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Sh. Anil Khanna, who retires by rotation and is eligible for reappointment. 3. To appoint a Director in place of Sh. S.L. Gandhi who retires by rotation and is eligible for reappointment. 4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting and to authorized the Board to fix their remuneration. Regd. Office : By Order of Board of Directors Village Padampur Devalia P.O. Mota Haldu (Haldwani) Kapil Mohan Mehta Distt. Nainital (Uttranchal) Managing Director New Delhi : 31st May 2014

Upload: others

Post on 26-Jul-2020

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

1

TWENTY SIX ANNUAL REPORT 2013-2014

NOTICE

Notice is hereby given that the Twenty SIX Annual General Meeting of the Members of Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to transact the following business:-

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Sh. Anil Khanna, who retires by rotation and is eligible for reappointment.

3. To appoint a Director in place of Sh. S.L. Gandhi who retires by rotation and is eligible for reappointment.

4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting and to authorized the Board to fix their remuneration.

Regd. Office : By Order of Board of Directors Village Padampur Devalia P.O. Mota Haldu (Haldwani) Kapil Mohan Mehta

Distt. Nainital (Uttranchal) Managing Director

New Delhi : 31st May 2014

Page 2: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

2

NSL NAINA SEMICONDUCTOR LIMITED

NOTES

1. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and such a proxy need not be a member in order to be effective proxy. Forms duly completed should be deposited at the Registered Office or Corporate Office at D-95 Sector-63 Noida (UP) of the Company not less that 48 hours before the time fixed for the meeting.

2. Members/Proxies should bring the Attendance Slip and the Annual Report sent herewith duly filled in while attending the meeting.

3. Members are requested to intimate and change in their addresses at the Secretarial Deptt. at D-95 Sector-63 Noida (UP) by quoting their Folio No.

4. Shareholders seeking any information with regard to the Accounts are requested to write to the Company at its Corporate Office, D-95 Sector-63 Noida (UP) at least 10 days before the meeting so that the information be made available by the management at the date of meeting.

5. Members are requested to address all correspondence relating to transfer of shares directly to the Company’s Secretarial Deptt., D-95 Sector-63 Noida (UP)

By Order of Board of Directors

Place : Noida Kapil Mohan Mehta

Dated : 31st May 2014 Managing Director

Kind Atten : Share Holders

Some of the Share Holders have not sent there old share certificate so, those member are requested to send there old share certificate so, that company can issue new share certificate.

Page 3: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

3

1. FINANCIAL RESULTS (Rs. in lacs)

Description Year Ended Year Ended

31st March, 2014 31st March,2013

Sales & Other Income 593.41 564.49 Profit before interest & depreciation 61.18 54.03

Less:Interest & Financial charge 50.17 45.80

Profit before depreciation 11.01 8.23

Less: Depreciation 4.12 2.86

Profit after interest & depreciation 6.89 5.37

Provision for Tax 1.25 1.25

Balance carried forward to Balance sheet

5.64 4.12

TWENTY SIX ANNUAL REPORT 2013-2014

To

The Members

DIRECTORS’ REPORT

Yours Directors present their Twenty SIX Annual Report together with the Audited Accounts for the year ended on 31st March 2014.

DIVIDEND

Due to insufficient profit, the Board of Directors express their inability to recommend any dividend for

the year under review.

REVIEW OF OPERATIONS:

During this year the sales of the company increased by Rs. 28.92lakh. The reason for this was due to the increase in international market . Further during this year the company had set back in profit due to the rising price of the dollar which impacted the cost of raw materials, copper & financial costs. The rise in overall costs was more than 20% when compared to last year and the company

was unable to pass higher cost to customers in full .although the company was able to maintain the margin.

FUTURE PLANS

The company’s future plan is to expand and diversify in to other products and increase the overall product range.

INDUSTRIAL RELATIONS :

Harmonious industrial relations climate countinued to prevail during the year under review.

DIRECTORS

Shri Anil Khanna and Sh. S.L. Gandhi, retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s. D. Vehal & co. Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDIT CUM REMUNERATION COMMITTEE:

The Audit-cum-Remuneration Committee has been constituted by the Company and consists of Mr. Anil Khanna & Sh. S.L. Gandhi The Committee is chaired by Mr. Anil Khanna.

Page 4: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

4

NSL NAINA SEMICONDUCTOR LIMITED

The terms of reference of the Committee are in accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges and in terms of the provisions of the Companies Act, 1956, and inter-alia includes the following:

a) Overseeing the Company’s financial reporting process so that there is correct, adequate and credible disclosure of financial information;

b) Recommending appointment and removal of Statutory Auditors and Internal Auditors and fixing of their fees.

c) Reviewing with management the annual financial statements with special emphasis on ac- counting policies and practices, compliance with accounting standards and other legal require-

ments concerning financial statements;

d) Reviewing the adequacy of the Audit function including their policies, procedures, techniques and other regulatory requirements; and

e) Decide and Approve the remuneration payable to Managing Director, Whole Time Director(s), Manager etc. from time to time, including any revisions thereof.

AUDITED COMMITTEE REPORT FOR THE YEAR ENDED 2014

To the Share holders of Naina Semiconductor Limited each member of audited committee each director according to the definition laid down in the clause 49 of the listing Agreement with the relevant stock exchanges. The Management is responsible for the Company internal controls and financial reporting process. The independent auditors are responsible for performing an indepen-

dent audit of the Company’s financial statement in accordance with he Indian GAAP (generally accepted accounting principles) and for issuing a report thereon. The Committee is also respon- sible for overseeing the processes related to the financial reporting and information dissemination.

FIXED DEPOSITS

Company has not invited or accepted any deposits during the year under review within the meaning

of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no employee of the company whose information is required to be disclosed pursuant to

Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo required under Section 217(a)(e) of the Companies Act, 1956 read with the Com-

panies (Disclosure of particulars in the report of Directors) Rules, 1988 is given in the Annexure-A which forms part of the Directors’ Report.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks for continued co-operation and valuable assistance extended to the company. Financial Institutions, its Bankers, various agencies of Central Government and our valued customers. The Directors also thank the shareholders for their support

and confidence reposed in the company.

PERSONNEL

The Board wishes to place on record its appreciation to all the employees for their continued contri- bution to the performance of the company.

Page 5: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

5

TWENTY SIX ANNUAL REPORT 2013-2014

DIRECTORS’ RESPONSIBILITY STATEMENT

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

ii) That the directors had 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 at the ended 31st March 2014 and of the profit or loss

the company for that period.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of companies Act 1956 for safeguarding the assets

of the company and for preventing and detecting fraud and other irregularities:

iv) That the directors had prepared the annual accounts on a going concern basis.

STATUTORY STATEMENTS

Statements pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988; and pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are annexed hereto and form an integral part of this Report.

CORPORATE GOVERNANCE

Your Company believes in transparency and accountability to Shareholders. As per Clause 49 of the List ing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Company’s Auditors, M/s. Singh & Vehl confirming compliance for the Financial Year 2013-13, is annexed hereto and forms part of the Annual Report.

for and on behalf of Board of Directors

Place : Noida

Date : 31st May, 2014 Chairman

Page 6: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

6

NSL NAINA SEMICONDUCTOR LIMITED

ANNEXURE ‘A’ TO THE DIRECTORS’S REPORT

Information under section 217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988.

(A) CONSERVATION OF ENERGY

a) The Company continued to make efforts to conserve and optimize the use of energy through implementation of improved operational methods and other energy saving schemes.

b) The results of the studies made for conservation of energy were found

very encouraging and resulted in saving in energy, and fuel consumption and power cost.

c) Details as per Form A not required since the Company is not covered under the list of specified industries.

I. Recearch & Development (R&D)

1. Specific areas in which R&D carried out by the Company:

(i) Import Substitution (ii) Quality Improvement (iii) Technology Up gradation

2. Benefits derived as a result of the above

(i) New Product Introduction (ii) Quality Up gradation (iii) Cost Reduction

3. Further plan of Action:

To continue R&D work in up gradation of technology, in continuing with efforts of import substitution and in developing new products helping the company to expand its range of products.

4. Expenditure on R&D: NIL

II. Technology absorption, adaptation and innovation

1) Efforts in brief, made towards technology absorption & innovation: The company received technology and technical knowhow from M/s. Symbol Electronics Co. Ltd., Taiwan and successfully absorbed the same.

2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Improvement in quality of products, improvement in manufacturing process resulting in cost reduction, acceptability of products in International Market and development of Import Substitution Products.

III. Foreign exchange earnings and outgo

The foreign exchange earnings & outgo during the year ended 31st March, 2014

is as follows : (Rs. in lacs)

Foreign Exchange Earnings149.60Foreign Exchange Out go 253.29

company

manufactures 100% import substitution items and as such all the ales save foreign

exchange outflow of the country.

Page 7: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

7

TWENTY SIX ANNUAL REPORT 2013-2014

CORPORATE GOVERNANCE REPORT Your Company has been managed with the principles of Good Corporate Governance with the highest standards of integrity, business ethics, professionalism, transparency and accountability. During the financial year ended March’2014 the Company has duly adhered to the requirements of guidelines pertaining to the Corporate Governance, as stipulated in the Listing Agreements with Stock Exchanges.

BOARD OF DIRECTORS

A. Board Procedure

In the financial year 2013-14, Four Meeting of Board of Directors were held. All requisite information as per clause 49 of the Listing Agreement are placed before the Board during meetings. In addition to its primary role of monitoring corporate per-

formance, the function of the Board include:-

Direct the focus and guide the activities towards the corporate philosophy and mission;

Participating in the formulation of strategic and business plans and continual review

of the same;

Reviewing/adopting the un-audited quarterly/half yearly results and the audited

annual accounts of the Company;

Monitoring corporate performance against strategic and business plans, including

overseeing operations;

Ensuring ethical behavior at all times and compliance with laws and regulations;

Delegation of powers to the Management;

Appraise the shareholders regarding the Company’s performance, strategies and future plans etc.

To enable the Board to discharge its responsibilities effectively, the executive management places detailed reports on the Company’s performance. The Agenda

and all relevant papers are sent in advance separately to each Directors.

None of the Directors is a member of more than ten committees or act as the Chair-

man of more than five committees across all companies in which they are Directors.

B. Board of Directors as on 31st March’ 2014.

The Board of Directors of your Company comprises of Three Directors Mr. Kapil Mohan Mehta is the Managing Director of the Company.

C. Attendance of each Director at the Board Meetings, last Annual General Meeting

and Number of other Directorship and Chairmanship/Membership of Committee of each Director in various Companies as at 31 March’2014.

Four Board Meetings were held during the Financial Year 2013-14, as against the minimum requirement of Four Meetings. The dates on which the meetings were held are as follows:

31st May’2013, 31st July’2013, 31st Oct. 2013, 31st Jan’ 2014

Page 8: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

8

NSL NAINA SEMICONDUCTOR LIMITED

S.No.

Name of Director

Attendance

No. of the Directorship

Particulars and Committee Membership/

Chairmanship

Board Last AGM

Meeting Yes/No

1. Mr. Kapil Mohan Mehta 04 N NIL

2.

Mr. Anil Khanna

04

Y

NIL

3.

Mr. S.L. Gandhi

04

N

NIL

1. The Directorships held by the Directors, as mentioned above, do not include the Directorships held in foreign companies and in private Limited Companies.

None of the Non-Executive independent Directors have any pecuniary relationship or transactions with the Company in their personal capacity.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

In compliance with the provisions of Clause 49(VI) of the Listing Agreement with the stock Exchanges, a Committee in the name and style of ‘Shareholders/ Investors Grievance.

Mr. Anil Khanna is its Chairman with Sh. S.L. Gandhi as other Members.

Functions and powers of the Committee is to look into and solved the Shareholders and Investors complaints pertaining to:

a) Transfer of Shares,

b) Non-Receipt of Balance Sheet, etc.

Mr. Anil Khanna, Director of the Company is the Compliance Officer.

Number of Shareholders complaints received

The total number of complaints received and replied to the satisfaction of Shareholders during the year under review were 01. The complaints were resolved to the satisfaction of Shareholders.

There is no case pending for solution and transfer of the satisfaction of the Share- holders.

Page 9: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

9

PARTICULARS CLAUSE OF AGREEMENT

COMLIANCE LISTING STATUS

1. Board of Directors 49I Yes

2. Audit Committee 3 Subsidiary Company

49II 49III

Yes Yes

4. Disclosure 49IV Yes

5. Report of Corporate governance 49VI Yes

6. Compliance 49VII Yes

TWENTY SIX ANNUAL REPORT 2013-2014

Subsidiary Companies

The company has no subsidiary company.

COMPLIANCE

Mandatory requirements

Naina Semiconductors Ltd. is fully compliant with the applicable mandatory requirements of the revised Clause 49

INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all information with the company inter-alia. The following information with the company inter-alia. The following information is regularly provided to the Board as a part of the agenda papers well in advance of the Board meeting or its tabled in the course of the Board meeting.

Quarterly results for the company and operating divisions and business segments. Minutes of the meeting of the audit committee and other committee of the Board. Fatal or serious accidents, dangerous, occurrences, any material effluent or pollution problems. Any material default in financial obligations to and by the company or substantial non-payment for goods sold by the company.

Any issue , which involves possible public or product liability claims of substantial nature ,including any judgment of order which, may have passed strictures on the conduct of Company or taken an advance view regarding another enterprises that can have negative implications on the Company.

Non-compliance of any regulatory, statutory nature of listing requirements and sharehold- ers service such as non-payment of dividend, delay in share transfer etc.

GENERAL BODY MEETINGS

The location and time of the last three Annual General Meetings held by the

Company are as under:-

Year Date of AGM Venue Time

2011 28.06.11 Regency INN, Haldwani

HOTEL ROYAL

10.00A.M

2012 26.06.2012 Regency INN, Haldwani 10.00 A.M.

2013 28.06.2013 Regency INN, Haldwani 9:30 A.M.

No resolutions were required to be put through Postal Ballot till the last year.

Page 10: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

10

NSL NAINA SEMICONDUCTOR LIMITED

DISCLOSURES

During the year, there were no transactions of Material nature of the Company with the Promoters, Directors, Management, their relatives or Subsidiaries of the Company etc., that had potential conflict with the interest of the Company at large.

There were no instances of non-compliances by the Company. Penalties. Strictures imposed on the company by Stock Exchange or SEBI or any Statutory Authority on any matter related to the Capital Markets.

MEANS OF COMMUNICATION Half-yearly financial reports of the Company are not sent to the individual shareholders of the Company. The unaudited quarterly and audited annual financial results were published in “Local News Papers in Hindi & English on the next day of the Board Meeting of the Company.

GENERAL SHAREHOLDERS INFORMATION

1. The Annual General Meeting of the Company will be held on 28h June’2014.

2. Tentative schedule for the year 2013-2014.

Tentative Schedule

Accounting Year 1 Apr’2014 to 31st March 2015

First Quarter Result July’ 2014

Second Quarter Result October’ 2014

Third Quarter Result January’ 2015

SIX Quarter Result May’ 2015

Annual General Meeting In accordance with Section 166 of the Companies Act, 1956

3. Date of Book Closure : From 20th June’ 2014 to 28th June’ 2014 (both day inclusive) for the purpose of Annual General Meeting.

4. Listing: Earlier the shares were listed in Delhi, Mumbai, Kanpur and Ahmadabad Stock Exchange. At present trading at Mumbai Stock exchange is suspended due to some reasons.

Page 11: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

11

TWENTY SIX ANNUAL REPORT 2013-2014

Address of the stock exchanges are as follow 5. Stock Exchange Address

Mumbai : The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

Kanpur : The Uttar Pradesh Stock Exchange Association Ltd. Padam Towers, 14/113, Civil Lines, Kanpur - 208 001.

6. Distribution of Shareholding as on 31st March’ 2014.

No. of Equity Shares Held

No. of Share- holders

% of Share- holders

No. of Shares

% of Share Holding

UPTO 500 5166 98.0 347180 11.5 501-1000 37 0.7 22975 0.7 1001-2000 26 0.5 28087 0.9 2001-3000 36 0.6 20088 0.9 3001& above 14 0.2 2581670 86.0

TOTAL 5279 100.0 3000000 100.0

7. Categories of Shareholders as on 31st March’2014.

S. No. Category No. of % of Share held Shareholding

Promoters Holding

Persons acting in concert Sub-Total 2089614 69.65

Non-Promoters Holding Institutional Investors ( ICICI) 27500 0.91 Mutual Fund and UTI Banks Financial Institutions Insurance 27500 0.91

Companies (Central/State Govt.

Private Corporate Bodies 332053 11.06* Indian Public 405453 13.54 NRIs/OCBs 145380 4.84 Any Other (Please Specify)

Sub-Total 882886 29.44 Grand Total 3000000 100.00

Factory : D-95, Sector-63 Noida (UP)

Address for Correspondence Mr. Anil Khanna Director A-118, Vivek Vihar, Delhi

Page 12: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

12

NSL NAINA SEMICONDUCTOR LIMITED

TO THE MEMBERS OF

AUDITORS’ CERTIFICATE

NAINA SEMICONDUCTOR LTD.

We have examined the compliance of the conditions of Corporate Governance by Naina Semiconductor Ltd., for the year ended on 31st Mar’2014 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Shareholders and Investors’ Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has con- ducted the affairs of the Company.

Place : New Delhi

Date : 31st May, 2014

for D. VEHAL& CO.

Chartered Accountants

DEEPAK VEHAL

Page 13: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

13

TWENTY SIX ANNUAL REPORT 2013-2014

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

a) Our View :-

The Company commence manufacturing operation in 1991 at Mota Hadlu, Distt. Nainital

and it was closed in the year 2001 at present the company carrying production at

D-95,sector-63 Noida (U.P.) with installed capacity of 74 million pieces only.

The Company’s Financial Statements are prepared in compliance with the requirements of

Indian Generally Accepted Accounting Principles and the Companies Act, 1956.

b) Industry Structure and Developments:-

The growth of the Semiconductor Industry closely corresponds to the growth of

Electronics, Electrical, Computer, Telecom and Auto Industry. These Industries have been

growing every year and consequently, there has been steady growth for semiconductor

industry.

c) Opportunities & Threats:-

Opportunities:-

Their is a large potential of export of semiconductor devices and growing trend of

Electronics, Electrical, Computer, Telecom and Auto Industry.

Threats:-

Company is facing competition from Import and profitability of the company is

affected due to the change in the Govt. policy for electronics Industry, foreign Exchange

rate fluctuation. Financial cost of 5% of sale is very high

d) Outlook:-

Future is bright. The company has received the sufficient domestic and Export order

from USA.

e) Risk & Concerns :-

a) Uneconomical plant capacity leading to high overheads and low cost effectiveness

b) Non-availability of CENVAT to SSI Unit manufacturers resulting in higher price

compared to purchases from the grey market.

c) Change in Import and Export Policy.

Page 14: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

14

NSL NAINA SEMICONDUCTOR LIMITED

f) Internal Control System:-

The company has adequate system of Internal Controls commensurate with its size.

The Internal Control systems are supported by comprehensive programme of internal

audit, management reviews, documented policies, guidelines and procedures. The

Internal Control systems are designed to ensure financial accuracy and reliability. The

audits are executed through arrangement with independent audit firm.

The audit reports are placed before the Audit committee of the Board, which meets at

regular intervals to review the key findings and status of implementation of

recommendations.

g) Discussion on Financial Performance:-

Naina Semiconductor Ltd. revenues of Rs. 5 93 . 4 0 lacs in 2013-14 compared

to Rs. 521.51 lacs in 2012-2013. The net profit before tax is Rs. 05.37 lacs in

Financial Year 2012-13 and Rs. 6.89 lacs in 2013-2014.

h) Material Developments in Human Resources:-

The Company has harmonious industrial relations. There is continuous emphasis on

development of human resource through intensive training to all levels of employees.

The company enjoys very high employee satisfaction score due to continuous focus on

Page 15: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

15

TWENTY SIX ANNUAL REPORT 2013-2014

AUDITORS’ REPORT

The Shareholders Naina Semiconductor Limtied Mota Haldu, Haldwani DISTT: NAINITAL - (Uttranchal)

We have audited the attached Balance Sheet of Naina Semiconductor Limited, Haldwani, Distt. Nainital (Uttranchal) as on 31st March,2014 and the Profit & Loss Account and Cash Flow statement for the year ended on that date and annexed thereto. These Financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement pre- sentation. We believe that our audit provides a reasonable basis for our opinion.

i) We have obtained all the information and explanations which to the best of our knowl- edge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by the Companies Act, 1956 have been kept by the company so far as it appears from our examination of those books.

iii) The Balance Sheet and Profit and Loss Account cash flow dealt with in this report are in agreement with the books of account and also are in compliance with the mandatory accounting standards reffered to in section 211(3C) of the companies Act 1956 to the extent applicable.

iv) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon, give the information required by the Companies Act, 1956 and also give true and fair view.

a) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2014

b) In the case of Profit & Loss Account the profit for the year ended on that date.

c) On the basis of written representation received from the Directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on the above date from being appointed as director in terms of Section 274 (1) (g) of the Companies Act, 1956.

d) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

e) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Page 16: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

16

NSL NAINA SEMICONDUCTOR LIMITED

V) As required by the companies (Auditor’s Report) Order, 2003 issued by the Company

Law Board in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we further report on the matters specifically in paragraph 4 & 5 of the said order to the extent applicable.

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us the fixed assets have been physically verified by the management during the year. No serious discrepancies were noticed on such verification.

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, store, spare parts and raw materials.

3. As explained to us, in respect of goods traded in , the company has reasonable system for the determination of damaged goods and in our opinion, adequate provisions have been made in the accounts for the losses arising on the items so determined.

4. The procedure of physical verification of stocks followed by the management is reason- able and adequate in relation to the size of the company and the nature of its business.

5. No material discrepancies have been noticed on physical verification of stocks as compared to book records.

6. In our opinion, the valuation of the stocks is fair and proper and in accordance with the normally accepted accounting principles. The basis of valuation of stocks is the same as in the preceding year.

7. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the registers maintained under section 311 and 370 (1B) of the Companies Act, 1956.

8. The company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 311 (1B) of the Companies Act, 1956.

9. In respect of loans and advances given by the company during the year, there are no stipulations for repayment of principal or any interest thereon as per verification of records produced before us and as confirmed by the management.

10. In our opinion, the company has an adequate internal control procedure commensurate with the size of the company and the nature of the business for the purchase of stores, raw materials, including components, plant and machinery, equipment and other assets and for the sale of goods.

11. In our opinion and according to the information and explanations, given to us, the com- pany has not entered into any transactions of purchase of goods and materials and sale of goods, material and services in excess of Rs. 50,000/- in value, in pursuance of contracts or arrangement entered in the register (s) maintained under section 311 of the Companies Act,1956. The company has no subsidiary.

12. The company has a system for the determination of unserviceable or damaged stores, raw materials and finished goods and in our opinion, provision for loss has been made in accounts.

13. The company has not accepted any deposits from the Public. 14. In our opinion, the company is maintaining reasonable records for the sale and disposal

of realizable scrap. The company has no by-products.

Page 17: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

17

TWENTY SIX ANNUAL REPORT 2013-2014

15. The company is maintaining cost records under section 209 (1) (d) of the Companies

Act,1956 for any of the products of the company as per cost accounting records (Electronic Products) Rule 2001

16. The company is regular in depositing Provident Fund & ESI dues. 17. There are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs

Duty and Excise Duty outstanding as at last day of financial year concerned for a period of more than 6 months from the date they become payable.

18. No personal expenses, whether of the Directors or employees, have been charged to the revenue account other than those payable under contractual obligations or accepted business practice.

19. According to the information & explanations given to us, no Fraud in or by the company has been noticed or reported during the year.

20. According to the records of the company its accumulated losses at the end of the Financial year are less than 50% of its net worth. The company has not incurred cash losses in the financial year under report and in the financial year immediately preceding such financial year.

21. In our opinion, the company is not chit-fund or Nidhi muttual benefit fund / society. Therefore the provision of clause 4(XIII) of the companies (auditor’s report) order 2003 are not applicable to the company.

22. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, deben- tures and other investment.

23. The company has not made any fresh allotment of shares and debentures. Therefore the provisions of clause 4(XVIII & XIX) of the companies act (auditor’s report) order 2003 are not applicable to the company.

24. During this year no depreciation was charged on the fixed assets lying in Haldawni factory which is closed & not in use since 2001 & due to this the profit was overstated by Rs 10.12 Lacs.

for D. VEHL&CO. CHARTERED ACCOUNTANTS

Place : New Delhi DEEPAK VEHAL Date : 31st May, 2014 CHARTERED ACCOUNTANT

Page 18: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

18

NSL NAINA SEMICONDUCTOR LIMITED

Balance Sheet as at 31st March, 2014

(Rs. In Lakhs)

Particulars Note No

As at 31 March 2014

As at 31 March 2013

I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 1 300.00 300.00 (b) Reserves and Surplus 2 123.64 117.12 (2) Non-Current Liabilities (a) Deferred tax liabilities (Net) 3 53.56 58.20 (3) Current Liabilities (a) Short-term borrowings 4 300.53 304.95 (b) Trade payables 5 20.51 20.36 (c) Other current liabilities 6 4.51 6.14 (d) Short-term provisions 7 0.22 0.36

Total 802.97 807.13

II.Assets (1) Non-current assets (a) Fixed assets (i) Tangible assets 8 204.76 208.89 (b) Deferred tax assets (net) 71.03 75.67 (2) Current assets (a) Inventories 9 281.93 294.50 (b) Trade receivables 10 190.86 179.45 (c) Cash and cash equivalents 11 9.54 9.40 (d) Short-term loans and advances 12 24.29 19.54 (e) Other current assets 13 20.56 19.68

Total 802.97 807.13

The Notes referred to above form an integral part of the Balance Sheet.

Auditor's Report In terms of our separate report of even date for D. Vehal & co. Chartered Accountants Deepak Vehal Kapil Mohan Mehta S.L Gandhi Anil Khanna Chartered Accountant Managing Director Director Director Place: New Delhi Date: 31th May 2014

Page 19: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

19

Profit & Loss A\Cc

TWENTY FOURTH ANNUAL REPORT 2013-2014

Particulars Note No

As at 31 March 2014

As at 31 March 2013

I. Revenue from operations 14 593.41 521.51 II. Other Income 1.65 1.53

III. Total Revenue (I +II) 595.06 523.04 IV. Expenses: Cost of materials consumed 15 382.39 337.59 Change in inventories of finished goods and work in progress 16 20.73 11.48

Other manufacturing expense 17 5.50 5.14 Employee benefit expense 18 63.41 60.06 Financial costs 19 50.17 45.80 Depreciation and amortization expense 8 4.12 2.87 Other expenses 20 61.84 54.72

Total Expenses 588.16 517.66

V. Profit before exceptional and extraordinary items and tax (III - IV) 6.90 5.38

VI. Exceptional Items 0 0 VII. Profit before extraordinary items and tax (V - VI) 6.90 5.38 VIII. Extraordinary Items 0 0

IX. Profit before tax (VII - VIII) 6.90 5.38

X. Tax expense: (1) Current tax 1.25 1.25

XI. Profit(Loss) from the period from continuing operations (IX - X) 5.65 4.13

XII. Profit/(Loss) from discontinuing operations 0 0 XIII. Tax expense of discounting operations 0 0 Profit/(Loss) for the period 5.65 4.13

. Earning per equity share: (1) Basic 0.20 .15 (2) Diluted 0.20 .15

The Notes referred to above form an integral part of the Profit and Loss Account. Auditor's Report In terms of our separate report of even date for D. VEHAL & CO Chartered Accountants

DEEPAK VEHAL Kapil Mohan Mehta S.L Gandhi Anil Khanna Chartered Accountant Managing Director Director Director Place: New Delhi Date: 31th May 2014

Page 20: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

20

NAINA SEMICONDUCTOR LIMITED NSL

Page 21: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

21

NAINA SEMICONDUCTOR LIMITED NSL

Schedule 1 - Share Capital (Rs. in Lacs)

Particulars Current Year Previous Year

Authorized 1,00,00,000 Equity Shares of Rs. 10 each 1000.00 1000.00 Paid up capital 30,00,000 Equity Shares of Rs. 10 each 300.00 300.00

Total 300.00 300.00

Schedule 2 - Reserves and Surplus

(Rs. in Lacs)

Particulars Current Year Previous Year General Reserve 117.99 112.99 Surplus as per Profit & Loss Account 5.65 4.13

Total 123.64 117.99

Schedule 3 - Deferred Tax Liabilities

(Rs. in Lacs)

Particulars Current Year Previous Year Deferred Tax Liabilities (Net) 53.56 58.20

Total 53.56 58.20

Schedule 4 - Short Term Borrowings

(Rs. in Lacs)

Particulars Current Year Previous Year From Bank 300.53 304.95

Total 300.53 304.95

Schedule 5 - Trade Payables

(Rs. in Lacs)

Particulars Current Year Previous Year Trade payable to Micro, Small, Medium ent. 20.51 25.28

Total 20.51 25.28

Schedule 6 - Other Current Liabilities

(Rs. in Lacs)

Particulars Current Year Previous Year Other 4.51 6.14

Total 4.51 6.14

Schedule 7 - Short Term Provisions

(Rs. in Lacs)

Particulars Current Year Previous Year Provision for expenses 0.22 0.36

Total 0.22 0.36

Page 22: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

NAINA SEMICONDUCTOR LIMITED NSL

22

Schedule 9 – Inventories

Particulars Current Year Previous Year

Stores and Spares 1.20 1.30

Raw Materials 171.86 162.61

Work in Progress 19.63 30.23

Finished Stock 80.24 90.37

Other Material 8.98 9.99

Total 281.91 294.50

Schedule 10 - Trade Receivables

Particulars Current Year Previous Year

Unsecured

Over Six Months – Good 1.21 1.25

Other debts – Good 189.65 178.20

Total 190.86 179.45

Schedule 11 - Cash and Cash Equivalents

Particulars Current Year Previous Year

Cash in hand 1.89 1.95

FDR 7.65 7.45

Total 9.54 9.40

Schedule 12 - Short Term Loans And Advances

Particulars Current Year Previous Year

Short term loans and advances 24.29 19.54

Total 24.29 19.54

Schedule 13 - Other Current Assets

Particulars Current Year Previous Year

Security 20.56 19.68

Total 20.56 19.68

Schedule 14 - Revenue From Operations

Page 23: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

NAINA SEMICONDUCTOR LIMITED NSL

23

Particulars Current Year Previous Year

Sales of products 641.18 564.49

Less: excise duty 47.77 42.98

Net Sales 593.41 521.51

Page 24: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

23

TWENTY FOURTH ANNUAL REPORT 2013-2014

Schedule 15 - Cost Of Materials Consumed Particulars Current Year Previous Year

Raw Materials Consumed 379.39 334.80

Power and Fuel 1.40 1.55

Stores, Spares Packing Materials Consumed 1.60 1.24 Total 382.39 337.59

Schedule 16 - Changes In Inventories Of Finished Goods and Work-In-Progress Particulars Current Year Previous Year Stock at close – Process 19.63 30.23

Stock at close – Finished 80.24 90.37

Stock at commencement – Process 30.23 34.10

Stock at commencement – Finished 90.37 97.97

Net Increase/Decrease in Stocks 20.73 11.48

Schedule 17 - Other Manufacturing Expenses

Particulars Current Year Previous Year

Job Work Charges 5.10 4.71

Repairs and Maintenance

Plant and Machinery 0.35 0.37 Building 0.05 0.06

Total 5.50 5.14

Schedule 18 - Employee Benefits Expenses

Particulars Current Year Previous Year

Establishment Expenses 51.59 48.90

Employees Provident Fund 2.76 2.14 Managing Directors Remuneration 9.00 9.00 Medical Expenses

Staff 0.03 0.00 Managing Director 0.03 0.02

Total 63.41 60.06

Page 25: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

24

Schedule 19 - Finance Charges Particulars Current Year Previous Year Interest on working capital 50.17 45.80

Total 50.17 45.80

Page 26: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

24

NSL NAINA SEMICONDUCTOR LIMITED

Schedule 20 - Other Expenses

Particulars Current Year Previous Year

Travelling and Conveyance Expense 2.02 1.75 Motor Vehicle Expense 1.95 1.37

Printing and stationary expense 1.79 1.68

Newspaper, Books and Periodicals Expense 0.10 0.14

Telephone, Telex, Telegram & Postage Expense 2.91 2.79

Rates and Taxes 0.29 0.12

Legal and professional charges 0.26 1.07

Bank Charges 2.87 0.55

Business Promotion 6.90 5.34

Rent 9.60 9.60

Office and other expense 6.26 5.31

Insurance 2.26 1.89

Staff Welfare 0.16 0.11

Advertisement and Publicity 0.00 0.08

Subscription and Membership Fee 0.62 0.74

Electricity Expense 1.40 1.26

Freight 22.10 20.57

Excise Duty and Sales Tax 0 0

Audit Fees 0.30 0.30

Board Meeting Expense 0.05 0.05

Deferred Revenue Expense 0 0

Total 61.84 54.72

Page 27: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

NAINA SEMICONDUCTOR LIMITED NSL

25

(Rupees in Lacs)

Page 28: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

TW

EN

TY

SIX

AN

NU

AL

RE

PO

RT

2013

-20

14

21

SCHEDULE 8 - FIXED ASSETS

STATEMENT OF FIXED ASSETS AS ON 31ST MARCH 2014

(Rupees in lacs)

GROSS BLOCK

DEPRECIATION

NET VALUE

PARTICULARS

As on

1st April 2013

Addition

during

the year

Deduction

during

the year

Total as

on 31st

March 2014

As on

1st April

2013

For the

Year

Adjusted

during

the year

Total as

on 31st

March

2014

As on

31st March

2014

As on

31st March

2013

10.17

119.26

16.83

932.86

7.01

4.50

2.24

____

____

0 0.00

00

____

____

____

____

0.00

0.00

0.00

10.17

119.26

16.83

932.85

7.01

4.50

2.24

-25.69

61.76

1.26

833.82

6.24

4.49

2.09

0.00

0.00

2.52

1.52

0.03

0.01

0.04

-25.69

61.76

3.78

835.34

6.27

4.50

2.13

35.86

57.50

13.05

97.51

0.74

. 00

.10

35.86

57.50

15.57

99.03

0.77

0.01

0.16

1092.87

0

____

1092.87

883.97

4.12

_____

888.09

204.76

208.90

FREEHOLD

LAND

BUILDING

CAR

PLANT &

MACHINERY

FURNITURE

OFFICE

EQUIPMENT

COMPUTERS

TOTAL

PREVIOUS

YEAR

1092.87

1092.87

881.16

2.87

883.97

208.90

Page 29: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to
Page 30: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

25

TWENTY SIX ANNUAL REPORT 2013-2014

SCHEDULE 13 - NOTES TO ACCOUNTS Part - A

ACCOUNTING POLICIES

1. Fixed Assets

Depreciation has been provided on straight-line basis in accordance with and at the rates prescribed in Schedule XIV to the Companies Act, 1956 read with the relevant circulars issued by the Department of Company Affairs from time to time on all the assets. Depreciation on assets whose actual cost do not exceed Rs. 5000/- is provided at the rate of 100%.

2. Depreciation

Depreciation on Assets is provided on Straight Line Method at the rate prescribed in the Schedule XIV of the Companies Act,1956 by applying revised rate in terms of Notification dated 16.12.1993. Depreciation on addition to assets is charged on pro-rata basis.

During this year no depreciation was charged on the fixed assets lying in Haldawni

factory which is closed & not in use since 2001 & due to this the profit was overstated by

Rs 10.12 Lacs.

3. Revenue Recognition

Sales of products and scrap are recognized on the basis of dispatch to Customers.

4. Inventories

I) Raw material inventory is valued at cost. Cost for the purpose of valuation are ascertained under first in first out basis.

II) Work in progress inventory is valued at cost. III) Finished goods inventory is valued at the lower of cost or net realizable value.

5. Gratuity & Excise Duty

Provision for Gratuity has been made during the year on accrual basis. Excise duty has been accounted on the basis of both payment made in respect of goods cleared and also provision made for finished goods lying in factory premises.

PART - B

6. Contingent Liabilities (Rupees in lacs)

Current Year Previous Year

A. Guarantee executed by the company against the letter of credit established by the Bank Guarantee issued by the Bank on behalf of the company.

45.00

32.36

B E.S.I. demand of the dues which has been challenged by the company in the ESI Court.

0.38

0.38

C Excise Duty and penalty demanded by the Central Excise which has been challenged by the Company in the Tribunal (Appeal) Custom & Central Excise

0.00

0.00

7. In the opinion of the management the Current Assets, Loans & Advances are approximately of the value stated, if realised in the ordinary courses of business. The provision for the known liabilities is adequate and not in excess of amount reasonably

Page 31: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

26

necessary.

Page 32: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

26

NSL NAINA SEMICONDUCTOR LIMITED

8. Debit, Credit Balance are subject to confirmation of Debtors/Creditors. Current year Previous year

9. The Fixed Deposit includes FDRs which stand pledged with bank against Bank Guarantees issued by Bank. 7.65 7.45

10. Advances recoverable in Cash or in kind or for value to be recovered including Prepaid Expenses 24.29 20.40

11. Managerial remuneration includes the following payments to Managing Director A. Salary 9.00

8.25 8.250 B. Other Perquisites 0.45 0.45

12. Auditors’ Remuneration includes: A. Audit Fee 0.30 0.30 B. Tax Audit Fee 0.25 0.30 C. Management Services 0.10 0.10 D. Company Law & Tax Matters 0.10 0.10

13. Figures have been rounded off to the nearest lacs of Rupees and have been regrouped and recast to make them comparable with previous year figures wherever considered necessary.

14. Sales (Exclusive excise duty& other taxes) of Rs.593.40 lacs and scrap sales of Rs. Nil. 15. The Company has note paid annual listing fee to the Delhi and Ahmadabad Stock

Exchange where the equity shares were listed as company has applied for delisting of the shares. Mumbai & Kanpur stock exchanges had suspended the trading due to some reason and due to this fees are not paid.

16. Small Scale Industrial Undertaking to whom the Company owes in excess of Rs. 1,00,000/- for more than 31 days are Nil.

17. In accordance with AS-22 issued by The Institute of Chartered Accountants of India Deferred Tax Assets amount to Rs. 53.56 for the year 2013-14.

18. As required by Accounting Standard - AS 18 “Related Parties Disclosure” issued by The Institute of Chartered Accountants of India. There are no related parties in this regard.

19. Additional information pursuant to the provision of Section 3, 4C and 4D of part 11 Schedule VI of the Companies Act, 1956.

20. Transactions in foreign currencies are recorded at the average rates prevailing on

transaction, current assets and current liabilities not covered by forward exchange contracts are translated at year-end exchange rates and the profit/loss so determined and also the realized exchange gains and losses are recognized in the profit and loss account.

21. Income tax expense comprises of current tax (amount of tax and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) determined in accordance with accounting standard 22 of the Institute of Chartered Accountants to the extend here is virtual certainty that the assets can be realized in future the liabilities or assets are recognized using the tax rates that have been enacted or substantially enacted by the Balance Sheet date.

Place : New Delhi FOR D. VEHL & CO Date : 31st May 2014 DEEPAK VEHAL DIRECTORS: CHARTERED ACCOUNTANTS

ANIL KHANNA MANAGING DIRECTOR S.L.GANDHI KAPIL MOHAN MEHTA

Page 33: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

27

TWENTY SIX ANNUAL REPORT 2013-2014

1. Particulars in respect of goods Manufactured/Purchased

Class of Unit of Licenced Capacity Installed Capacity Actual Production

goods Qty.

Current Previous Current Previous Current Previous

Year Year Year Year Year Year

Diode and

Transistors 200 200 178 178 138 136

Total : 200 200 178 178 138 136

2. Particulars in respect of Sales

Class of Unit of Current Year Previous Year

goods Qty.

Quantity Amount Quantity Amount

Diode and

Transistors M 138 593.41 136 564.49

3. Particulars in respect of Finished Goods

Class of Unit of Opening Balance Closing Balance

goods Qty.

Current Year Previous Year Current Year Previous Year

Qty. Amount Qty. Amount Qty. Amount Qty. Amount

Diode and

Transistors M 88 98.02 80 90.36 80 80.23 88 98.02

5. Particulars in respect of Raw Material Consumed

Class of Unit of Current Year Previous Year

goods Qty.

Quantity Amount Quantity Amount

Studs K 56 8.15 54 7.56

Semi Finushed M 131 25.50 132 26.3

6. Expenditure in Foreign Currency

Particulars Current Year (Amount) Previous Year (Amount )

Raw Material & Spares 260.39 253.29

Page 34: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

28

NSL NAINA SEMICONDUCTOR LIMITED

7. FOB Value of Exports (Amount in lacs)

Class of goods

Unit of Qty.

Current

Quantity

Year

Amount

Previous

Quantity

Year

Amount

Diodes and Transistors

K

208

211.72

210

149.609

8. Calculation of Deferred Tax Liability As per AS - 22

Depreciation as per Income Tax Act.

Particulars WDV Amount Rate Dep. WDV

Building 10.92

5.00

1.09

9.83

Plant & Machinery 20.34 15.00 3.05.05

17.30

Furniture 0.76 10.00 0.07 0.68

TOTAL 15.74 0.97 0.87 27.81

WDV as per Company Act.

206.37

WDV as Income Tax Act. 27.81 Net Value 178.55 Deferred Tax Liability 30% of Above 53.56

AUDITORS’ REPORT In terms of our separate report of even date

for D. VEHL & CO CHARTERED ACCOUNTANTS

DEEPAK VEHAL Kapil Mohan Mehta S.L. Gandhi Chartered Accountant Managing Director Anil K. Khanna

Directors Place : NOIDA Dated : 31st May, 2014

Page 35: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

29

TWENTY SIX ANNUAL REPORT 2013-2014

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2014

(Rupees in lacs) A. CASH FLOW FROM OPERATING ACTIVITIES Current Previous

Year Year Net Profit/Loss before tax and extraordinary item 05.65 4.13 Adjustment for :- Depreciation 04.12 2.87

Preliminary and Capital issue expenses written off Other Income & ADJ. IN LOAN Interest on Financial Institution — — Deferred Revenue Expenditure — — Operating Profit before working Capital charges Other Income Net Cash flow from operating activities 09.77 7.00

B. CASH FLOW FROM INVESTING ACTIVITIES Increase in Working Capital 9.53 9.41 Net Cash out flow from investing activities Increase in Working Capital .14 16.41

C. CASH FLOW FROM FINANCING ACTIVITIES Repayment of Secured Loan\ fixed assets purchase 0 16.40 Net Public Issue Allotment Money received and Application Money refunded Deferred Revenue Expenditure

D. NET INCREASE/DECREASE IN CASH AND OPENNING Cash and Cash Equivalents as to 1st April,2011-2013 9.40 9.39 Cash and Cash Equivalents as at 31st March,2013-2014 9.54 9.40

We have examined the above cash flow statement of Naina Semiconductor Limited for the year ended 31st March, 2014. The statement has been prepared by the Company in accordance with the requirements of listing agreements and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report of 31st May, 2014 to the members of the Company.

for D. VEHL & CO CHARTERED ACCOUNTANTS

DEEPAK VEHAL Kapil Mohan Mehta S.L.Gandhi

Chartered Accountant Managing Director Anil K. Khanna Place : Noida Dated : 31st May 2014

Directors

Page 36: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

30

2 0 - 1 0 0 0 4

3 1 0 3 1 4

N I L N I L

N I L N I L

7 7 2 . 7 0 7 7 2 . 7 0

3 0 0 1 1 2 . 9 9

2 8 0 . 4 0 N I L

1 9 4 . 9 5 0 0

0 6 7 . 1 7

1 1 . 4 2

D E S C R E T E

S E M I C O N D U C T O R

D E V I C E S D I O D E S A N D T R A N S I S T O R S

NSL NAINA SEMICONDUCTOR LIMITED

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE.

I. Registration Details: Registration No.

Balance Sheet Date

Date Month Year

State Code 2 0

II. Capital Raised during the year ( Amount in Rs. Lacs) Public Issue

Bonus Issue

Right Issue

Private Placement

III. Position of Mobilisation and Deployment of funds:

(Amount in Rs. Lacs)

Sources of Funds

Application of Funds

Net Current Assets

Accumulated Profit

Total Liabilities

Paid-up-Capital

Secured Loans

Share Application Money

N I L

Net Fixed Assets

Net Current Assets

4 8 5 . 5 4

Accmulated Profit

Total Assets

Reserve & Surplus

Unsecured Loans

Secured Loan

Misc. Expenditure

IV. Performance of Company (Amount in Rs. Thousand)

Turnover

7 3 3 . 4 7

Profit / Before Tax

Total Expenditure

7 1 9 . 3 7

Profit / AfterTax

0 1 4 . 1 0

(+for Profit-for Loss) Earning per share in Rupees Rate of dividend in Rupees.

V. Generic Name of Three Principal Products/Services of the company : (As per Monetary Terms) Item Code No. S/A/ Letter No. 1139 (89) DLR Dated : 26/12/1989 Product

Description

Item Code No.

(ITC Code)

Product 85.41

Description

1 1 2 . 9 9

Page 37: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

31

TWENTY SIX ANNUAL REPORT 2013-2014

NAINA SEMICONDUCTOR LIMITED Regd. Office : Village Padampur Devalia

P.O. Mota Haldu (Haldwani) Distt. Nainital (Uttranchal)

ATTENDANCE SLIP

I hereby record my presence at the Twenty SIX Annual General Meeting of the Company at Regency Inn, Haldwani, Distt. Nainital (Uttranchal) at 12.00 A.M. on Tuesday the

25 SEP. 2014.

Name of the Attending Member (In block Letters) Members Folio Number Name of Proxy (In block letters to be filled-in) if the proxy attends instead of the member No. of shares held Signature of the Attending Member/Proxy

Notes :

1. If you intend to appoint a Proxy, please complete the Proxy Form and deposit it either at the Company’s Registered Office or Corporate office i.e. D-95 Sector-63, Noida atleast 48 hours before the meeting.

2. Shareholder/Proxy holder wishing to attend the meeting must bring the attendance slip to the meeting and hand it over at the entrance duly signed.

3. Person desiring to attend the meeting should bring his/her copy of the Annual Report for reference at the meeting.

---------------------------------------------------------------------------------------------------------------------------- NAINA SEMICONDUCTOR LIMITED Regd. Office : Village Padampur Devalia

P.O. Mota Haldu (Haldwani), Distt. Naniital (Uttranchal)

PROXY FORM I/We of in the District of being a member of Naini a Semiconductor Limited holding Ordinary Share(s) hereby appoint of in the District of or failing him/her of in the Distt. of my/our proxy to vote for me/us on my/our behalf at the nineteenth Annual General Meeting of the Company to be held on Tuesday the 1 JULY 2014, and at any adjourment thereof.

Signed this day of 2014.

Signature

Name

Affix

Rupees One Revenue

Stamp

Page 38: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

NSL NAINA SEMICONDUCTOR LIMITED

32

BO

OK

PO

ST

NS

L

If u

nde

livere

d p

lea

se

re

turn

to

:

NA

INA

S

EM

ICO

ND

UC

TO

R

LIM

ITE

D

C-9

5,

Se

cto

r-63

, N

OID

A.

(UP

)

Printed at : DAWESAR PRINT’N’PACK New Delhi. Phone : 98102-35971

Page 39: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

TWENTY SIX ANNUAL REPORT 2013-2014

33

NSL

NAINA SEMICONDUCTOR LTD.

TWENTY SIX ANNUAL REPORT 2013-2014

Page 40: Naina Semiconductor Ltd CRD€¦ · Naina Semiconductor Limited will be held at Regency Inn, Haldwani, Distt. Nainital (Uttrakhand) on 25 SEP.’ 2014 at 12.00 A.M. on Tuesday to

34

NSL NAINA SEMICONDUCTOR LIMITED

BOARD OF DIRECTORS

KAPIL MOHAN MEHTA MANAGING DIRECTOR

S. L. GANDHI DIRECTOR

ANIL KHANNA DIRECTOR

AUDITORS M/S.D VEHL &CO

Chartered Accountants New Delhi - 110 062.

BANKERS STATE BANK OF INDIA,

LAJPAT NAGAR, NEW DELHI

REGISTERED OFFICE Village Padampur Devalia

P.O. Mota Haldu, (Haldwani) Distt. Nainital (Uttranchal)

SECRETARIAL DEPARTMENT & D-95, Sector-63,Noida (UP) WORKS