డైరెక్టర్ల నివేదిక Namaste Exports Ltd.

Mar 31, 2014

Dear Members,

Directors present the Twenty Sixth Annual Report of the Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Thousands)

2013-2014 2012-2013

Sales & Other Income 464806 69996

Profit(Loss) Before Interest - Depreciation & Non Operative (Loss) / Profit 59233 25709

Less / (Add)

Interest 8406 11

Depreciation 5725 437

Non-Operative loss - -

Profit (Loss) before Tax 45102 25261

Profit (Loss) after Tax 45102 25261

Add/(Less):

Prior year Adjustments - - Loss brought forward (672688) (697949)

Add: Additions on Amalgamations 677575 -

Less reduction in equity share capital - -

Profit carried to Balance Sheet 49989 (697949)

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section-58A of the Companies Act, 2013 and the rules made thereunder.

MERGER

The Board for Industrial Financial Reconstruction (BIFR) in their order dated 20th Dec. 2013 approved the merger proposal of M/s. Success Apparels Pvt. Ltd., (SAPL) with your company. Accordingly, your company filed necessary returns with the Ministry of Corporate Affairs on 20-01-2014 and the same has been approved. Your company initiated action for implementation of the Modified Draft Rehabilitation Scheme (MDRS). Your company, on merger started production on its own.

AUDITORS

The Statutory Auditors Messers Ishwar & Gopal, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the regulations specified in the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with all the requirements as per the Security Exchange Board of India (SEBI) guidelines for Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. CONSERVATION OF ENERGY

The company is taking all possible steps to conserve energy resources. Measures taken in this regard cannot be quantified and its impact on cost of production cannot be stated accurately. The Company is not covered in the list of industries which should furnish information in Form ''A'' relating to energy consumption and energy consumption per unit of production.

B. TECHNOLOGY ABSORPTION :

1. Research & Development: The company constantly endeavours to improve the quality of its products.

2. Technology absorption, adaptation and innovation: the company has not imported any technology during the year under review.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956, REGARDING EMPLOYEES

Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable to the Company.

PERSONNEL

Employee relations at all levels continued to remain cordial.

ACKNOWLEDGEMENT

Directors place on record their sincere appreciation for the assistance and co-operation received from the bankers, financial institutions. The Directors also place on record their appreciation for the support given and contribution made by the officers, staff and workers at all levels during the year. Directors thank the Government of India, particularly Ministry of Commerce and Finance and Government of Karnataka for their support during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Sd /- Bangalore-560 018 (K. VINOD BHAT) 30/5/2014 MANAGING DIRECTOR (DIN : 02359812)

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Mar 31, 2013

To The Members

Directors present the Twenty Fifth Annual Report of the Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Thousands)

2012-2013 2011-2012

Sales & Other Income 69996 52351

Profit(Loss) Before Interest Depreciation & ''

Non Operative (Loss) / Profit 25709 4716

Less / (Add)

Interest 11 13

Depreciation 437 565

Non-Operative loss _ _

Profit (Loss) before Tax 25261 4138

Profit (Loss) after Tax 25261 4138

Add/(Less):

Prior year Adjustments . _ _

Loss brought forward (697949) (702088)

Less reduction in equity share

capital _ _ Loss carried to

Balance Sheet 672687 697949

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

OPERATIONS

At present your company is operating on Job Work Basis. The revised Merger proposal of Success Apparels Pvt. Ltd., (SAPL) with Namaste Exports Ltd. (NEL) is vetted by IDBI and recommended to BIFR for favorable consideration of merger proposal submitted by the company. The company has earned profits for three years consecutively. We are hopeful of continuing the same trend and improving the same. Your company looks forward for early clearance of the proposal.

AUDITORS

The Statutory Auditors Messers Ishwar & Gopal, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has complied with all the requirements as per the Security Exchange Board of India (SEBI) guidelines for Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors have fulfilled their responsibility in the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

(i) These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made where necessary. The accounting policies selected and applied consistently give a true and fair view of the financial statements.

(ii) The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties.

(iii) The Company''s statutory auditors, Messrs. Ishwar & Gopal, Chartered Accountants, Bangalore, have audited the financial statements in accordance with generally accepted auditing standards and practices as indicated in their report. The Directors have prepared the annual accounts on a ''Going Concern'' basis.

A. CONSERVATION OF ENERGY

The company is taking all possible steps to conserve energy resources. Measures taken in this regard cannot be quantified and its impact on cost of production cannot be stated accurately. The Company is not covered in the list of industries which should furnish information in Form ''A'' relating to energy consumption and energy consumption per unit of production.

B. TECHNOLOGY ABSORPTION :

1. Research & Development: The company constantly endeavors to improve the quality of its products.

2. Technology absorption, adaptation and innovation: the company has not imported any technology during the year under review.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956, REGARDING EMPLOYEES

Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, ''1975 are not applicable to the Company.

PERSONNEL

Employee relations at all levels continued to remain cordial. ACKNOWLEDGEMENT

Directors place on record their sincere appreciation for the assistance and co-operation received from the bankers, financial institutions. The Directors also place on record their appreciation for the support given and contribution made by the officers, staff and workers at all levels during the year. Directors thank the Government of India, particularly Ministry of Commerce and Finance and Government of Karnataka for their support during the year and look forward to their continued support.

For and on behalf of the Board of Directors

. Sd /-

Bangalore-560 018 (K. NARAYANA BHAT)

30th May 2013 CHAIRMAN

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Mar 31, 2011

To The Members

Directors, present the Twenty First Annual Report of the Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Thousands)

2010-2011 2009-2010

Sales & Other Income 42369 44269

Profit(Loss) Before Interest 6923 12323 Depreciation & Non Operative (Loss) / Profit

Less / (Add)

Interest 97 4

Depreciation 3019 3200

Non-Operative loss _ _ Profit (Loss) before Tax 3807 9119

Profit (Loss) after Tax 3807 9119

Add/(Less):

Prior year Adjustments - (46)

Loss brought forward (705895) 714968

Less reduction in equity share - - capital

Loss carried to 702088 705895 Balance Sheet

DIRECTORS

Mr. Vishal Bhat, Director has resigned'from the Directorship of the company and the board has accepted which will come into effect from 30-9-11.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder.

OPERATIONS

At present your company is operating on Job Work Basis. Merger proposal of Success Apparels Pvt. Ltd., (SAPL) with Namaste Exports Ltd. (NEL) is in active consideration of BIFR/IDBl. The company has earned profits for the second year consecutively. We are hopeful of continuing the same trend and improving the same. Your company looks forward for early clearance of the proposal.

AUDITORS

The Statutory Auditors Messers Ishwar & Gopal, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has complied with all the requirements as ,per the Security Exchange Board of India (SEBI) guidelines for Corporate Governance. Recent implementation of SEBI guidelines on various requirements is in progress and will be implemented soon.

DIRECTORS'RESPONSIBILITY STATEMENT

The Directors have fulfilled their responsibility in the preparation of the accompanying financial statements by taking all reasona'ble steps to ensure that:

These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made where necessary. The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures; and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties.

The Company's statutory auditors, Messrs. Ishwar & Gopal, Chartered Accountants, Bangalore, have audited the financial statements in accordance with generally accepted auditing standards and practices as indicated in their report. The Directors have prepared the annual accounts on a 'Going Concern' basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. CONSERVATION OF ENERGY

The company is taking all possible steps to conserve energy resources. Measures taken in this regard cannot be quantified and its impact'on cost of production cannot be stated accurately. The Company is not covered in the list of industries which should furnish information in Form 'A relating to energy consumption and "energy consumption per unit of production.

B. TECHNOLOGY ABSORPTION:

1. Research & Development: The company constantly endeavours to improve the quality of its products.

2. Technology absorption, adaptation and innovation: the company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings

during the year : - NIL -

Foreign Exchange Outgo

during the year : - NIL -

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956, REGARDING EMPLOYEES

Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable to the Company.

PERSONNEL

Employee relations at all levels continued to remain cordial.

ACKNOWLEDGEMENT

Directors place on record their sincere appreciation for the assistance and co-operation received from the bankers, financial institutions, the Directors also place on record their appreciation for the support given and contribution made by the officers, staff and workers at all levels during the year. Directors thank the Government of India, particularly Ministry of Commerce and Finance and Government o.f Karnataka for their support during the year and look forward to their continued support.

Your Directors place on record the fruitful association of Mr. K. Parthasarathy during his tenure as Director who relinquished Directorship due to his pre occupation.

For and on behalf of the Board of Directors

Sd/- (K.NARAYANABHAT) CHAIRMAN

Bangalore-560018 30th August, 2011

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Mar 31, 2010

Directors present the Twenty First Annual Report of the Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Thousands)

2009-2010 2008-2009

Sales & Other Income 44269 28674

Profit(Loss) Before Interest

Depreciation &

Non Operative (Loss) / Profit 12323 (9214)

Less / (Add)

Interest 4 (22)

Depreciation 3200 (3375)

Non-Operative loss _ _

Profit (Loss) before Tax 9119 (12611)

Profit (Loss) after Tax 9119 (12841)

Add/(Less):

Prior year Adjustments (46) (156)

Loss brought forward 714968 1047841

Less reduction- in equity share

capital _ 345714

Loss carried to

Balance Sheet 705895 714968

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under trie provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder.

OPERATIONS

Now your Company is a debt free. The other provisions of the scheme sanctioned by BIFR are under implementation. Merger prop osal with Success Apparels Private Limited (SAPL) is in progress. Your Company would look for gain and prosperity in terms of the business and profits thereafter.

AUDITORS

The Statutory Auditors Messers Ishwar & Gopal, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has complied with all the requirements as per the Security Exchange Board of India (SEBI) guidelines for Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors have fulfilled their responsibility in the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made where necessary. The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties.

The Companys statutory auditors, Messrs. Ishwar & Gopal, Chartered Accountants, Bangalore, have audited the financial statements in accordance with generally accepted auditing standards and practices as indicated in their report. The Directors have prepared the annual accounts on a Going Concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. CONSERVATION OF ENERGY

The company is taking all possible steps to conserve energy resources. Measures taken in this regard cannot be quantified and its impact on cost of production cannot be stated accurately. The Company is not covered in the list of industries which should furnish information in Form A relating to energy consumption and energy consumption per unit of production.

B. TECHNOLOGY ABSORPTION .

1. Research & Development: The company constantly endeavours to improve the quality of its products.

2. Technology absorption, adaptation and innovation: the company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings

during the year : - NIL -

Foreign Exchange Outgo

during the year : - NIL -

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956, REGARDING EMPLOYEES

Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable to the Company.

PERSONNEL

Employee relations at all levels continued to remain cordial.

ACKNOWLEDGEMENT

Directors place on record their sincere appreciation for the assistance and co-operation received from the bankers, financial institutions. The Directors also place on record their appreciation for the support given and contribution made by the officers, staff and workers at all levels during the year. Directors thank the Government of India, particularly Ministry of Commerce and Finance and Government of Karnataka for their support during the year and look forward to their continued support.

Your Directors also placed on record the efforts taken by BIFR for approval of the rehabilitation package. The company has implemented the package. IDBI (OA) examined the merger proposal of SAPL with NEL. A fruitful result is expected in a couple of months.



For and on behalf of the Board of Directors

Sd /- Bangalore-560 018 (K. NARAYANA BHAT)

31st August, 2010 CHAIRMAN