డైరెక్టర్ల నివేదిక Naina Semiconductor Ltd.

Mar 31, 2014

The Members

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

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 5.64 4.12 Balance sheet



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.

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.

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 Listing 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

---

Mar 31, 2011

The Members

The Directors present their Twenty Three Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS (Rs. in lacs)

Description Year Ended Year Ended

31st March, 31st March, 2011 2010

Sales & Other Income 690.32 603.37

Profit before interest & depreciation 74.00 71.39

Less:lnterest & Financial charges 42.89 40.99

Profit before depreciation 31.11 30.40

Less: Depreciation 14.17 14.17

Profit after interest & depreciation 16.94 16.23

Provision for Tax 3.00 1.62

Balance carried forward to 13.44 14.61 Balance sheet

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 there was increase in the sales from Rs. 603.37 lacs to Rs. 690.32 lacs, but the profit was not increased on same ratio because in this year there was drastically increase in the price of raw material specially in copper & in financial cost, which could not be passed on to the customer in full.The increase in sales was due to increase in export by Rs.80 lacs. Last year NSL had incorporate wholly owned subsidary company vishay electric limited but due to non materialisation of funding the company has been sold in this year.

FUTURE PLANS

The company is planning to increase the capacity and want to diversify the business activity.

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. Vinod Sharma & Associates, 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.

The terms of reference of the Committtee 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 sepcial emphasis on account- ing policies and practices, compliance with accounting standards and other legal requirements 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 2011

To the Share holders of Naina Semiconductor Limited each member of audited committee each director according to the defination 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 independent audit of the Company's financial statement in accordance witht he Indian GAAP (generally accepted accounting principles) and for issuing a report thereon. The Committee is also responsible 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 (Particu- lars 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 assis- tance extended to the company. Financial Institutions, its Bankers, various agencies of Central Gov- ernment 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.

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 judgements 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 2011 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 purusant 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 belives in transparency and accountability to Shareholders. As per Clause 49 of the Listing 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. Vinod Sharma & Associates confirming compliance for the Financial Year 2010-11, is annexed hereto and forms part of the Annual Report.

for and on behalf of Board of Directors

Chairman

Place : Noida

Date : 30th May, 2011

---

Mar 31, 2010

The Directors present their Twenty Two Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS (Rs. in lacs)

Description Year Ended Year Ended

31st March, 2010 31st March,2009

Sales & Other Income 602.20 521.19

Profit before interest & depreciation 71.39 3.84

Less:lnterest & Financial charges 40.99 52.81

Profit before depreciation 30.40 16.27

Less: Depreciation 14.17 13.45

Profit after interest & depreciation 16.23 2.82

Provision for Tax 1.62 0.50

Balance carried forward to 14.61 2.32

Balance sheet







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 sale has been of Rs.602.20 Lakh which has increased by Rs.77.17 lakh compared to the last year. During this year this increase in sale was due to good effort made in domestic market even as the export sale decreased as compared to the last year. In this year the company achieved the profit of Rs.] 16.23 Lakh.

FUTURE PLANS

The company is planning to increase the capacity and want to diversify the business activity. The company has incorporated a wholly owned subsidiary company which is Vishay Electric Ltd. and invested the Rs.5 Lakh.

INDUSTRIAL RELATIONS:

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

DIRECTORS

Shri Anil Khanna and Dr. Anil Kumar, retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s. Vinod Sharma & Associates, 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 & Dr. Anil Kumar. The Committee is chaired by Mr. Anil Khanna.

The terms of reference of the Committtee 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 Companys 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 sepcial 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 2010

To the Share holders of Naina Semiconductor Limited each member of audited committee each director according to the defination 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 independent audit of the Companys financial statement in accordance witht he Indian GAAP (generally accepted accounting principles) and for issuing a report thereon. The Committee is also responsible for overseeing the processes related to the financia 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 bo disclosed pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particu- lars 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 assis- tance extended to the company by HILTRON, 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.

DIRECTORSRESPONSIBILITY STATEMENT

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

ii) That the directors had selected such accounting policies and applied them consistently and made judgements 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 2010 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 purusant 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 belives in transparency and accountability to Shareholders. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Companys Auditors, M/s. Vinod Sharma & Associates confirming compliance for the Financial Year 2009-10, is annexed hereto and forms part of the Annual Report.





for and on behalf of

Board of Directors

Place : Noida

Date :31th May, 2010 Chairman