Dear Members,
Your Directors are pleased to submit their Thirty-Sixth Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.
Financial Results
Review of Business Operations
Due to various reasons your Company could not carry on any business activity during the year. The expenditure incurred towards administrative activities was carried to the balance sheet as losses.
Dividend and Reserves
In view of losses your directors have not recommended any dividend to the equity shareholders. Further no amount has been transferred to reserve as well.
Change in the Nature of Business, if any
There was no change in the nature of business during the year under review.
Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
One Mr. Nitin Minocha (Acquirer-1) and Copo Holdings Private Limited (Acquirer-2) has submitted Detailed Public Statement in respect of proposed open offer under Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011 for acquiring 26% of fully paid up equity shares of Rs. 10/- each of the Company at a price of Rs. 7.00 per share through open offer. The open offer is under process as on the date of this report. y
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future
No regulatory order has been passed during the year under review that may impact the going concern status and Company's operations in future.
Subsidiaries, Associates and Joint Venture Companies
Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.
Directors Responsibility Statement
Pursuant to sub section 3 (c) of section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:
(i) in the preparation of annual accounts, applicable Indian Accounting Standards have been followed and there are no material departures in adoption of these standards;
(ii) 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 the Losses of the Company for the year;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared annual accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Directors and Key Managerial Personnel
There was no change in directors and key managerial personnel during the financial year ended March 31, 2024.
However after the close of the financial year 2023-24, Mr. Rajen Desai, Non-Executive, NonIndependent Director resigned from the Board of the Company effective August 03, 2024 on ground of his health.
In terms of the provisions of Section 152(6) of the Act, Mr. S. Krishnan (DIN: 00583985) Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following employees are the whole time key managerial personnel of the Company:
1. Mr. Kannan A. Yadav - Managing Director;
2. Mr. S. Krishnan - Director, CFO and Company Secretary.
Evaluation of Board, it's Committees and Individual Directors
Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation"). It covers the areas relevant to the functioning as Independent Directors or other directors, member of Board or Committees of the Board.
The Board reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairperson of the Board was also evaluated on key aspects of her role, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).
Criteria for determining qualifications, positive attributes and independence of a director
The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees as available on the website of the Company at www.nbfootwear.in, forms part of the Corporate Governance Report annexed to this Annual Report.
Declaration by Independent Directors
Both the Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Independent Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.
Familiarisation programme for the independent directors
Company is having in place a programme to familiarise the Independent Directors with the Company at the time of their appointment. It is designed to include compliances required from him/ her under the Act, SEBI Listing Regulations and other relevant regulations.
Policies of the company
The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Act and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company and placed at its website at www.nbfootwear.in:
1. Code of Conduct for Corporate Governance;
2. Code of Conduct for Prevention of Insider Trading;
3. Code of Practice and Procedure for fair disclosure of Un-published Price Sensitive Information;
4. Policy on determination of Material Criteria for Disclosure;
5. Policy on Related Party Transactions;
6. Policy on Nomination and Remuneration;
7. Policy on Preservation of documents;
8. Risk Management Policy;
9. Whistle Blower Policy.
Internal Control Systems and their adequacy
Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2024.
Board and Committee Meetings held during the year
The Board of Directors duly met 4 (FOUR) times during the financial year ended March 31, 2024. The dates on which the Board meetings were held are May 08, 2023, July 22, 2023, November 04, 2023 and January 27, 2024. Other details of the Board Meetings and Committee Meetings, regarding attendance of directors, are furnished in the Corporate Governance Report.
Board Committees
Pursuant to the Act and SEBI Listing Regulations Board of Directors has constituted following Committees:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholders Relationship Committee.
The details of the aforesaid Committees as at March 31, 2024 have been provided in the report on Corporate Governance.
Annual Return and Extract of Annual Return
Pursuant to Companies (Amendment) Act, 2017 effective from July 31, 2018 and Companies (Management and Administration) Amendment Rules 2020 effective from August 28, 2020, it is not require to submit the extracts of Annual Return along with directors report.
In compliance with section 92 (3) and 134(3)(a) of the Act, Annual Return of the Company for the year ended March 31, 2023 has been posted at the web-site of the Company at www.nbfootwear.in and that of current year be posted after filing of the same with MCA on conclusion of AGM.
AUDITORS
i) Statutory Auditors
K Gopal Rao& Co., Chartered Accountants, (Firm Registration No. 000956S) has been appointed as the statutory auditors of the Company for a period of Five financial years to hold office until the conclusion of Thirty-Eighth AGM of the Company, to be held in the year 2026.
The Auditors' Report for the financial year ended March 31, 2024 on the financial statements of the i Company is a part of this Annual Report. The Auditors' Report does not contain any adverse remark, qualification or reservation.
ii) Disclosure under Section 143(12) of the Act
The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act and Rules made there under in the management of the Company during financial year under review.
iii) Secretarial Auditor
According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mrs. Amita Saxena (FCS-3964, CP 3438) Company Secretary in Practice as the Secretarial Auditor of the Company for the year ended March 31, 2024. The Secretarial Audit Report submitted by her for the year ended March 31, 2024 attached with this report as Annexure I. The same Secretarial Audit Report shall be considered for the purpose of compliance with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report does not contain any adverse remark, reservation or qualification.
iv) Cost Record
Pursuant to sub-section (1) of Section 148 of the Act, the Company is not required to maintain cost records.
v) Internal Auditor
The Board of Directors has appointed Ms. Shyamala Subramanian, B Com, who, in the opinion of the Board considering the present nature and size of the business of the company, is qualified to carry on the internal audit, as Internal Auditor of the Company.
Particulars of Loans, Guarantees or Investments
There was no guarantee given or security provided or loan given by the Company pursuant to Section 186 of the Act during financial year under review. The Company has also not made any investment in securities of other bodies corporate.
Related Party Transactions
Company has not entered into any related party transaction during the year under review.
As required under the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions which has been put up on the Company's website www.nbfootwear.in
Corporate Social Responsibility
Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not earned net profit of Rs. 5 crore or more during previous financial year, neither it has the net worth of Rs. 500 crores or more, nor the turnover of the Company was of Rs. 1,000 crores or more for the previous financial year.
Disclosure under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of 'Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees.
The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. However since Company does not have specified number of employee at any place of its business and hence, the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to it. It has been notified that in case any employee faces any such incidence she may communicate the same to the Chairperson of Audit Committee for appropriate action.
During the financial year ended March 31, 2024 no compliant was received under the Act Risk Management
Pursuant to Section 134 of the Act, the Company has a risk management policy in place for identification of key risks to the business objectives of the Company, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.
A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
Whistle blower policy/Vigil mechanism
As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The policy is available on the Company's website at www.nbfootwear.in
The policy provides Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct /business ethics. The vigil mechanism provides for adequate safeguards against victimisation of the Director(s) and employee(s) who avail this mechanism. All Directors and employees have direct access to the Chairperson of the Audit Committee.
Compliance of Secretarial Standards
The Board of Directors hereby confirms that all the applicable Secretarial Standards have been duly complied with during the year under review.
Particulars of Employees
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as Company is not paying any remuneration to its directors. Remuneration paid to employees is also not material.
Disclosure required pursuant to Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(i) The Company has no employee drawing remuneration equal to or exceeding Rs.1.02 Crore when employed throughout the financial year;
(i) The Company has no employee drawing remuneration equal to or exceeding Rs. 8.50 Lakh per month in case employed for part of the year;
(ii) The Company has no employee drawing remuneration more than the Managing Director and holding himself or along with spouse and dependent children 2% or more shares in the capital of the Company.
Accordingly, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company. Deposits
The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.
Disclosure on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo u/s 134(3)(m) of the Act '
A) Conservation of Energy
(i) The steps taken or impact on conservation of energy:
The Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption wherever feasible.
(ii) Steps taken by the Company for utilizing alternate source of energy:
The management is continuously exploring feasible alternate sources of energy.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the period under review.
B) Technology Absorption
(i) The efforts made towards technology absorption and benefits derived:
The Company evaluates technology developments on a continuous basis and keep the organisation updated. However, considering the business activities of the Company, the Company did not use any particular technology.
(ii) The Company has not imported any technology during the year.
(iii) The Company has not incurred any expenditure on Research and Development during the period under review.
C) Foreign Exchange Earnings and Outgo
There was no foreign exchange earnings and outgo during the year under review.
Corporate Governance Report
The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to BSE Limited, the Stock Exchange whereat its securities are listed and has fully implemented all the requirements as prescribed under the SEBI Listing Regulations. The report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report. The requisite certificate from K Gopal Rao & Co., Chartered Accountants, (Firm Registration No. 000956S) Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
The aforesaid Certificate does not contain any adverse remark, reservation or qualification or disclaimer remark.
Management Discussion and Analysis
A detailed discussion on the overview of the industry and important changes in the industry during the last year; external environment and economic outlook; induction of strategic and financial partners during the year; business performance, information on the operational and financial performance among others, and future outlook as stipulated under the SEBI Listing Regulations and Section 134 (3) of the Act is included in the Management Discussion and Analysis Report forming an integral part of the Annual Report.
Share Capital
The paid up share capital of the Company as on March 31, 2024 was Rs. 1450.00 Lakhs comprising of 13,500,000 equity shares of Rs. 10/- each and 100000 redeemable Preference shares of Rs. 100/- each. The equity share capital of the Company is listed on BSE Limited.
Change in capital structure of the Company
There was no change in the capital structure of the Company during the year.
It has been proposed to extend the tenure of Cumulative Non Convertible Redeemable Preference Shares of Rs 100/- each (Preference Shares) as issued by the Company on September 29, 2014 up to twenty years from the date of issue, as per the discretion of the Board.
Other Disclosures
1. Your Company is not required to obtain credit rating.
2. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.
3. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 against the company.
Acknowledgement
Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company's Bankers. Yours Directors' also commend the contribution made by the employees.