To the Members
Your Directors present herewith the Twenty Ninth Annual Report along with the AnnualAccounts for the year ended 31st March 2017.
01. FINANCIAL RESULTS
The financial performance of your Company for the year ended 31 st March 2017 issummarized below.
|S. No. ||Description ||For the year ended 31 st March 2017 ||For the year ended 31 st March 2016 |
| || ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
|01. ||Total Income ||0.00 ||0.00 |
|02. ||Total Expenditure ||8.16 ||15.85 |
|03. ||Profit/(Loss) before exceptional and extraordinary items ||(8.16) ||(15.85) |
|04. ||Extraordinary items ||0.00 ||0.00 |
|05. ||Net Profit/(Loss) ||(8.16) ||(15.85) |
There was no manufacturing activity during the year under review. The minimumexpenditure incurred in running the offices have resulted in a net loss of Rs. 8.16 lakhs.
In view of the loss your Directors do not propose any dividend for the year ended 31st March 2017.
04. OPPORTUNITIES CHALLENGES AND CONCERNS
Your Company has not been able to revive its operations due to continuing unfavorablefactors such as economic slowdown inflationary pressure and other external factors thathave affected the operations of the Company. Nevertheless the Directors are confident ofconverting the challenges into opportunities going forward.
05. PUBLIC DEPOSITS
During the financial year 2016-2017 your Company did not accept any deposits from thepublic.
06. INDUSTRIAL RELATIONS
The industrial relations of the Company have been cordial.
07. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure (B) to thisReport.
08. LOANS AND INVESTMENTS
The Company has neither given any loan nor issued any guarantee / made investmentsduring the year under review in accordance with Section 186 of the Companies Act 2013read with the Rules issued thereunder.
09. RELATED PARTY TRANSACTIONS
During the financial year 2016-17 your Company has entered into transactions withrelated parties which were in the ordinary course of business and on arms length basis andin accordance with the provisions of the Companies Act 2013 Rules issued thereunder andSEBI (Listing Obligations & Disclosures Requirements) (LODR) Regulations 2015.
During the financial year 2016-17 there were no transactions with related partieswhich qualify as material transactions and hence the requirement of attaching form AOC-2pursuant to Section 134(3)(h) of the Companies Act 2013 as Annexure to this Report isNot applicable to the Company.
The details of related party transactions as required under Accounting Standard - 18are set out in Notes to the financial statements forming part of this Annual Report.
1O. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
There are no Directors/Employees who were in receipt of the remuneration as prescribedunder Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration) of Managerial Personnel Rules 2014 during the year under review and henceannexure required under the said Section is not attached.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr Gregory Periera and Mrs Krishnaveni Kannan Yadav Directors retire by rotation inthe ensuing Annual General Meeting and being eligible offer themselves for reappointment.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as SEBI(LODR) Regulations 2015.
12. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee Meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.
13. CORPORATE GOVERNANCE
In compliance with the requirements of SEBI (LODR) Regulations 2015 a separate Reporton Corporate Governance along with the Auditors Certificate on its compliance forms anintegral part of this Report.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31 st March2017 the applicable accounting standards and Schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31 st March 2017 and the Loss ofthe Company for the year ended 31 st March 2017;
c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) the annual accounts have been prepared on a 'going concern' basis.
e) proper internal financial control laid down by the Directors have been followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werein force and that such systems were adequate and operating effectively.
15. STATUTORY AUDITORS AND AUDITORS' REPORT
At the Twenty Eigth Annual General Meeting of the Company held in September 2017 M/s.J V Ramanujam & Co Chartered Accountants (Firm Registration No. 002947S) wereappointed as Auditors to hold office until the conclusion of the Twenty Ninth AnnualGeneral Meeting of the Company.
M/s. J V Ramanujam & Co Chartered Accountants who retire at the ensuing AnnualGeneral Meeting of your Company are eligible for re-appointment. Your Company has receivedwritten consent and a certificate that they satisfy the criteria provided under Section141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014and that the appointment if made shall be in accordance with the applicable provisionsof the Companies Act 2013 and rules issued thereunder.
The Audit Committee and the Board of Directors recommend the appointment of M/s. J VRamanujam & Co Chartered Accountants as the Auditors of your Company for thefinancial year 2017-18 till the conclusion of next Annual General Meeting.
With reference to the Auditors observation on Company's ability to continue as a goingconcern in the foreseeable future the Directors wish to submit that the Company islooking at various options including core team to execute business segments.
As regards Auditors observation in Para vii (b) in Annexure to Auditors Report theDirectors submit that the disputed dues to Central Excise Act 1944 and Sales Tax Law havebeen pending from 1999-2000 and 1995-1996 onwards; that the Company is confident ofobtaining favourable outcome in these cases. Hence these amounts have not been depositedwith the concerned authorities.
16. SECRETARIAL AUDITORS' REPORT
The Company was declared sick by the Board for Industrial and Financial Reconstruction(BIFR) on 21/05/2001; that the Company's operations have been discontinued for more thanten years; that however Company is taking every effort to appoint a qualified CompanySecretary.
The Directors wish to submit that as on 30th May 2017 99% of promoters and promotersgroup are in dematerialized form; that all efforts are taken to dematerialize the entireshareholding of promoters and promoters group.
17. RISK MANAGEMENT
There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.
18. VIGIL MECHANISM
Your Company is committed to highest standards of ethical and legal standards.Accordingly the Board of Directors has formulated a Whistle Blower Policy which is incompliance with the provisions of Section 177 (10) of the Companies Act 2013 and SEBI(LODR) Regulations 2015.
19. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 on Corporate Social Responsibility are notapplicable to the Company.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption andadaptation and foreign exchange earnings and outgo as stipulated under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules for the financial year ended31 st March 2017 are NIL.
21. DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has in place adequate financial controls with respect to FinancialStatements. No material weakness in such controls was observed during the year underreview.
22. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
Your Directors wish to convey their gratitude and appreciation to GovernmentDepartments shareholders bankers business associates and employees for their continuedsupport.
| ||By order of the Board of Directors |
| ||For N B FOOTWEAR LIMITED |
|Place : Mumbai ||(KANNAN A YADAV) |
|Dated : May 30 2017 ||MANAGING DIRECTOR & CEO |