Directors Report of Navcom Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present herewith the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015 and other accompanying reports, notes and certificates.

REVIEW OF OPERATIONS

During the year under Report i.e. for the financial year 2014-15, the Sales of the Company were Rs. 333.18 Lacs against the sales of Rs.286.90 lacs for the financial year 2013-14. As per audited financials the company earned a minor profit after tax of Rs. 0.42 lacs for the last financial year 2014-15.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussions & Analysis have been separately dealt with and a separate Report is attached herewith.

DIVIDEND

Considering the huge accumulated losses, the Directors do not recommend any Dividend.

FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. Gurusiddapa M Kalshetti, the Director retires by rotation, and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

AUDITORS

The term of appointment of 'Sanjay N. Pawar & Associates', Chartered Accountants, having Firm Registration Number 122769W will expire at the conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to continue for the current year. The Audit Committee and the Board recommend the appointment of M/s Sanjay N. Pawar. Chartered Accountants having Registration No. 122769W with same remuneration. You are requested to re appoint them and fix their remuneration.

AUDITORS' QUALIFICATION

The Directors are of the opinion that the Auditors Qualification in respect of AS 22 are not applicable to the Company, considering the nature of transactions.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out and are annexed hereto. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached thereto.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec-134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge, confirms that:

i. the applicable accounting standards have been followed consistently for the purpose of the preparation of the annual accounts and there are no material departures;

ii. they have selected such applied accounting policies and standards consistently and made such reasonable as well as prudent judgments and estimates so as to give true and fair view of both the Company's state of affairs and the profit for the year ended 2014-15;

iii. they have taken sufficient as well as adequate care of the accounting records as per the provisions of the Act for safeguarding the assets of the Company and also for detecting as well as preventing any possible frauds and other irregularities;

iv. they have prepared the annual accounts on going-concern basis;

v. they have laid down adequate internal financial controls, which are operating efficiently, to be followed by the Company;

vi. they have devised proper adequate systems, which are operating efficiently, for ensuring compliance with other provisions of all applicable laws;

Based on the above framework of the internal financial controls and compliance systems, designed and maintained by the Company, the work, performed by the internal, statutory auditors and external consultants, and the reviews, performed by the management, board committees and audit committees, the Board is of the opinion that the internal financial controls were adequate and operating effectively and efficiently for the year 2014-15.

NUMBER OF MEETINGS OF THE BOARD

Thirteen meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms a part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee member on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRG")-reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. in addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual director was also discussed.

AUDITORS' REPORT

The auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

There is no requirement of CSR policy mentioned in Section-135 of the Act as well as the CSR activities mentioned in Schedule-Vll of the Companies (Corporate Social Responsibility)Rules, 2014 since the Company's net-worth and turnover, is not above the limits prescribed therein.

PARTICULARS OF EMPLOYEES

The statement, under Section 134(5) of the Companies Act, 2013 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule-8 of the Companies (Accounts) Rules, 2014, is NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earned : - Rs. Nil

Foreign Exchange outgo : - Rs. Nil

DISCLOSURE UNDER STOCK EXCHANGE REQUIREMENTS

The Equity Shares of the Company are listed on Stock Exchange Mumbai, The Pune Stock Exchange Ltd., Ahmedabad Stock Exchange, and Delhi Stock Exchange Association Ltd.

The Company has paid the Listing Fees of the Stock Exchange Pune. The trading of the Equity Shares on Stock Exchange Pune has started now.

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms a part of the directors' report.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

By Order of the Board of Directors Navcom Industries Limited

Pravin S Lunkad Director Place Pune Date 31/08/2015

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Mar 31, 2013

The Directors present herewith the 22 Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013 and other accompanying reports, notes and certificates.

REVIEW OF OPERATIONS

During the year under Report i.e. for the financial year 2012-13, the Sales of the Company were Rs. 209.24 Lacs against the sales of Rs. 204.77 lacs for the financial year 2012-13 and the Company made after tax profit of 0.67 Lacs.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussions & Analysis have been separately dealt with and a separate Report is attached herewith.

DIVIDEND

Considering the huge accumulated losses the Directors do not recommend any Dividend. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, and the rules made thereunder.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. Prashant P Kumbhare, the Director retires by rotation, and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

AUDITORS

The term of appointment of''Prakash E. Humbad & Co.'', Chartered Accountants, having Firm Registration Number 122956W will expire at the conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to continue for the current year. The Audit Committee and the Board recommend their re-appointment with same remuneration. You are requested to re-appoint them and to fix their remuneration.

AUDITORS'' QUALIFICATION

The Directors are of the opinion that the Auditors Qualification in respect of AS 22 are not applicable to the Company, considering the nature of transactions.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out and are annexed hereto. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached thereto.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) that while preparing the annual accounts for the period ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 end of the financial year and of the profit of the Company for that period.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement under Section 217(2A) of the Companies Act, 1956 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of 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, is NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earned : - Rs. Nil Foreign Exchange outgo : - Rs. Nil

DISCLOSURE UNDER STOCK EXCHANGE REQUIREMENTS

The Equity Shares of the Company are listed on Stock Exchange Mumbai, The Pune Stock Exchange Ltd., Ahmedabad Stock Exchange, and Delhi Stock Exchange Association Ltd.

The Company has paid the Listing Fees of the Stock Exchange Mumbai. The trading of the Equity Shares on Stock Exchange Mumbai has started now.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the co-operation and support extended by the Shareholders and well wishers during these difficult days.

By Order of the Board of Directors

Navcom Industries Limited

Place :- Pune Pravin Lunkad

Date :-02/09/2013 Director

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Mar 31, 2009

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2009.

REVIEW OF OPERATIONS

During the year under Report, the Sales of the Company were Rs. 5.43 Lacs and the Company suffered the Net Loss of Rs. 0.74 Lacs.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. Vilas Bagate the Director retires by rotation, and being eligible offers himself for re-appointment..

AUDITORS

The present Auditors V. S. Mehta & Co., Chartered Accountants will retire at the conclusion of this Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and to fix their remuneration.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) that while preparing the annual accounts for the period ended 31st March, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 end of the financial year and of the Loss of the Company for that period.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement under Section 217(2A) of the Companies Act, 1956 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of 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, is NIL.

By Order of the Board of Directors Navcom Industries Limited

Place :- Pune Pravin Lunkad

Date :- 03/09/2009 Director

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Mar 31, 2008

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2008.

REVIEW OF OPERATIONS

During the year under Report, the Sales of the Company were Rs. 5.30 Lacs and the Company suffered the Net Loss of Rs. 6.17 Lacs.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. Vilas Bagate the Director retires by rotation, and being eligible offers himself for re-appointment..

AUDITORS

The present Auditors V. S. Mehta & Co., Chartered Accountants will retire at the conclusion of this Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and to fix their remuneration.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) that while preparing the annual accounts for the period ended 31st March, 2008, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 end of the financial year and of the Loss of the Company for that period.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement under Section 217(2A) of the Companies Act, 1956 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of 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, is NIL.

By Order of the Board of Directors Navcom Industries Limited

Place :- Pune Pravin Lunkad

Date :-25/08/2008 Director

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Mar 31, 2007

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2007.

REVIEW OF OPERATIONS

During the year under Report, the Sales of the Company were Rs. 4.00 Lacs and the Company suffered the Net Loss of Rs. 704.73 Lacs.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. Pravin Lunkad the Director retires by rotation, and being eligible offers himself for re-appointment.

Mr. Vilas Pandharinath Bagate, Mr. Sambhaji Genbhau Satpute and Umesh Bomble were appointed as an additional Directors w.e.f. 1st March, 2007. Necessary Resolutions for their appointment as the Directors of the Company are recommended for your approval.

Mr. M. L. Jalori, Director resigned as the Director of the Company w.e.f. 1st March, 2007. The Directors do place on record their sincere appreciation of the services rendered by him during his tenure as the Director of the Company.

DIVIDEND

Considering the Losses incurred by the Company the Directors do not recommend any Dividend.

AUDITORS

The present Auditors V. S. Mehta & Co., Chartered Accountants will retire at the conclusion of this Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and to fix their remuneration.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) that while preparing the annual accounts for the period ended 31st March, 2007, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 end of the financial year and of the Loss of the Company for that period.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement under Section 217(2A) of the Companies Act, 1956 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of 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, is NIL.

By Order of the Board of Directors Navcom Industries Limited

Place :- Pune Pravin Lunkad

Date :- 14/08/2007 Chairman

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Mar 31, 2006

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2006.

REVIEW OF OPERATIONS

During the year under Report, the Sales of the Company were Rs. 850.73 Lacs and the Company suffered the Net Loss of Rs. 186.32 Lacs.

DIRECTORS

Pursuant to the provisions of Articles of Association Mr. M. L. Jaroli the Director retires by rotation, and being eligible offers himself for re-appointment.

AUDITORS

The present Auditors V. S. Mehta & Co., Chartered Accountants will retire at the conclusion of this Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and to fix their remuneration.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) that while preparing the annual accounts for the period ended 31st March, 2006, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 end of the financial year and of the Loss of the Company for that period.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement under Section 217(2A) of the Companies Act, 1956 is not furnished as none of the Employees have drawn salary above the limits prescribed therein.

ADDITIONAL INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Information required in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of 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, is NIL.

By Order of the Board of Directors Navcom Industries Limited

Place :- Pune Pravin Lunkad

Date :- 07/08/2006 Director