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NBI Industrial Finance Company Ltd.

BSE: 538388 Sector: Financials
NSE: NBIFIN ISIN Code: INE365I01020
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NBI Industrial Finance Company Ltd. (NBIFIN) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the 85th Annual Report of your Companytogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2020. The Financial Statements have been prepared in accordance with the IndianAccounting Standards (Ind AS) notified by the Central Government under Section 133 of theCompanies Act 2013 which have become applicable to the Company from the Financial Year2019-20.

FINANCIAL RESULTS

The summarised results of your Company are given in the table below:-

Year ended 31.03.2020 Year ended 31.03.2019*
Rs Rs
Profit before Depreciation & Provisions 129499367 43903037
Less : Depreciation 40999 34488
Profit before Taxation 129458368 43868549
Less : Provision for Current Tax - 1484390
Provision for Deferred Tax (167300) (94771)
Profit after Tax 129625668 42478930
Add : Balance of Profit from Previous year 923216851 892946632
1052842520 935425562
APPROPRIATIONS
Transfer to Reserve Fund (as per RBI Guidelines) 25925134 12208711
Balance Carried to Balance Sheet 1026917386 923216851
1052842520 935425561

* Revised as per Ind AS

DIVIDEND

The Board does not recommend any dividend for the year ended 31st March 2020 with aview to conserve resources.

SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs 10 crore divided into 2 croreequity shares of Rs 5/- each. The paid-up equity share capital of the Company stood at Rs122.84 Lac as at 31st March 2020. During the year under review the Company has notissued any new shares.

TRANSFER TO RESERVES

The Board proposes to transfer Rs 259.25 Lac to Reserve Fund pursuant to RBI Guidelines(for Non Banking Financial Companies (NBFC) and the balance profit is retained in theProfit and Loss Account.

REVIEW OF OPERATIONS AND STATE OF COMPANY S AFFAIRS

Total income during the year under review amounted to Rs 1438.17Lac as against Rs628.87 Lac in the preceding year. Profit before tax amounted to Rs 1294.58Lac as againstRs 438.69 Lac in the preceding year. Profit after tax stood at Rs 1296.26 Lac as againstRs 424.79 Lac in the previous year.

The Company continues to remain registered as a Non-Banking Financial Company with theReserve Bank of India.

No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the Company except for anyeffect of Covid 19 Pandemic which cannot be assessed at this stage

ASSOCIATE COMPANIES

The Company does not have any associate.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules) all unpaid orunclaimed dividends are required to be transferred to the IEPF established by the CentralGovernment after the completion of the seven years. Further according to the Rules theshares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall be transferred to the demat account of the IEPF Authority.However no such amount of unpaid / unclaimed dividend and shares were transferable by theCompany during the year being not applicable to it presently.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF LOANS AND GUARANTEES

The Company being a Non-Banking Financial Company registered under Chapter IIIB of theReserve Bank of India Act 1934 (2 of 1934) provisions of Section 186 of the CompaniesAct 2013 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year the Company had not entered into any significantly material contract /arrangement / transactions with related parties attracting the requirement of disclosurein this report as per provisions of Section 188 of the Act except for remuneration to thekey managerial personnel pursuant to Ind AS which is suitably disclosed in Note No.23 ofthe Financial Statements forming part of this Annual Report. Related Party Disclosures asrequired under the Listing Regulations is annexed to this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal control procedures commensurate with itssize and nature of its business. The Company has appointed internal auditors who reviewthe internal financial control system. The Audit Committee reviews the reports of theinternal auditors and ensures implementation of their suggestions and improvement. Duringthe year no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks Financial RisksOperational Risks and Legal & Regulatory Risks. The Risk Management is overseen by theAudit Committee of the Company on a continuous basis. The Audit Committee ensures thatrisks to the Company continued existence as a going concern and to its development areidentified and addressed on timely basis. Constitution of Risk Management Committee is notmandatory for the Company as per Regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (“Listing Regulations).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and the Compans Articlesof Association Shri Bankat Lal Gaggar (DIN: 00404123) and Smt Riya Puja Jain (DiN:01559454) being Directors of the Company retire by rotation and being eligible offerhimself / herself for reappointment. In accordance with Regulation 17(1A) of the Listingregulations consent of members is being sought for continuation of directorship of ShriBankat Lal Gaggar who has attained the age of 75 years by way of special resolutionwhich is included in the Notice of AGM.

Shri Ashok Bhandari has been appointed as an Independent Director by the Board on 21stJuly 2020 subject to Members Rs approval at the ensuing AGM for a term of five years.Shri Bhandari has given a declaration that he meets the criteria of Independence and isIndependent of the Management. Resolution seeking approval of the members at the AGM hasbeen included in the Notice thereof.

The Board recommends their re-appointment / appointment and accordingly resolutionsseeking approval of the members for their re-appointments / appointments have beenincluded in the Notice of forthcoming Annual General Meeting of the Company along withtheir brief profile.

Shri Tapas Kumar Bhattacharya and Shri Debashis Ray continue to be other IndependentDirectors of the Company appointed for a period of five years from their respective datesof appointment. The Independent Directors have appropriate skill knowledge and experiencein the business carried on by the Company.

The Company has received declarations from the Independent Directors confirming thatthey meet the criteria of Independence as prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company haspractice of conducting familiarisation program for the independent directors.

Shri S.P. Kumar is the Manager and Chief Financial Officer of the Company.

Nisha Laddha is the Company Secretary and Compliance Officer of the Company.

The Independent Directors Directors and Senior Management including the employees havecomplied with their obligations as mentioned under Regulations 25 and 26 of the ListingRegulations.

BOARD EVALUATION

The performance evaluation of the Board its Committees and Individual Directors wasconducted after seeking inputs from all directors on the basis of criteria such as thecomposition and structure effectiveness of processes functioning etc.

The Independent Directors held a separate meeting which reviewed the performance ofnon independent directors and the Board as a whole took into account the views ofnon-executive directors and to assess the quality quantity and timeliness of flow ofinformation between the management and the Board. The Independent Directors were satisfiedwith the performance of the Board as a whole and timeliness of flow of information.

Some of the key criteria for performance evaluation are as follows:-

Performance evaluation of Directors:

• Attendance at Board or Committee meetings.

• Contribution at Board or Committee meetings.

• Guidance / support to management outside the Board / Committee meetings.

Performance evaluation of Board and Committees:

• Board structure and composition

• Degree of fulfilment of key responsibilities

• Establishment and delineation of responsibilities to Committees

• Effectiveness of Board processes information and functioning

• Board culture and dynamics

• Quality of relationship between Board and Management

• Efficacy of communication with external shareholders.

AUDITORS AND AUDITORS Rs REPORT

M/s D.K. Chhajer & Co. Chartered Accountants having Firm Registration No.304138Ewho are Statutory Auditors of the Company were appointed by the Company at the AnnualGeneral Meeting (AGM) held on 16th September 2017 to hold office for a period of fiveconsecutive years from the conclusion of 82nd AGM of the Company till the conclusion of87th AGM to be held in the year 2022. The Members are required to fix remuneration of theStatutory Auditors for the financial year ending 31st March 2021.

The Statutory Auditors have confirmed that they satisfy the eligibility / independencecriteria required under the Companies Act 2013 and The Code of Ethics issued by theInstitute of Chartered Accountants of India.

The report of the Auditors is self-explanatory and does not call for any furthercomments.

As required by the Listing Regulations the auditors Rs certificate on corporategovernance is annexed to this report and forms part of the annual report. The report doesnot contain any qualification reservation or adverse remark requiring explanation orclarification from the Board.

SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2019-20 has been conducted by Shri MukeshChaturvedi Practicing Company Secretary (PCS). The Secretarial Audit Report for thefinancial year ended 31st March 2020 is annexed to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark requiringexplanation or clarification from the Board.

Pursuant to clause 10 of Part C of Schedule V of the Listing Regulations PCSCertificate is annexed to the Corporate Governance Report and forms part of the annualreport.

COST AUDIT

In terms of provisions of section 148 (1) of the Companies Act 2013 cost audit asspecified by the Central Government is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee/Board under section 143(12) of the CompaniesAct 2013 any instance of fraud committed against the Company by its officers oremployees and hence the requirement to mention the same in this report is not applicable.

MEETINGS OF THE BOARD

Six meetings of the Board and One meeting of Independent Directors were held during theyear. The intervening gap between the meetings of the Board was within the periodprescribed under the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors namely Shri Tapas KumarBhattacharya (Chairman) Shri Debasish Ray and a Non Independent Director Shri JagdishPrasad Mundra. During the year all the recommendations made by the Audit Committee wereaccepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act 2013 the Company hasestablished a Rs VIGIL MECHANISM Rs for Directors and Employees to report concerns ofunethical behavior actual or suspected or violation of Company S ethics policy andprovide safeguard against victimization of employees.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Shri Tapas Kumar Bhattacharya(Chairman) Shri Debasish Ray and Shri Bankat Lal Gaggar.

REMUNERATION POLICY

The Board in consultation with the Nomination & Remuneration Committee has framedPolicy for selection and appointment of Directors Senior Management including criteriafor determining qualifications positive attributes and independence of directors which isannexed hereto and forms part of this Report. Policy relating to remuneration for thedirectors key managerial personnel and other employees is also annexed hereto and formspart of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178 of the Companies Act 2013 and the ListingRegulations Stakeholders Relationship Committee is duly constituted by the Boardconsisting of Directoshri Bankat Lal Gaggar (Chairman) Shri Jagdish Prasad Mundra andShri Tapas Kumar Bhattacharya for the purpose of attending to investor grievancesincluding transfer / transmission of shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions relating to Corporate Social Responsibility (CSR) as prescribed under theCompanies Act 2013 and Rules made there under have become applicable to the Company fromthe financial year 2017-18. The Board had constituted CSR Committee for formulating andoverseeing the execution of the Company S CSR Policy. The CSR Committee comprises of twoindependent directors and two non-executive directors namely Shri Tapas Kumar Bhattacharya(Chairman) Shri Debasish Ray Shri Bankat Lal Gaggar and Shri Jagdish Prasad Mundra. Thisyear the Company has contributed for extending financial support to the needy personsrequiring medical care/attention.

The Annual Report on CSR activities of FY 2019-20 with requisite details in thespecified format as required under Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed hereto and forms part of this report.

The CSR Policy of the Company is also annexed hereto and forms part of this Report. Thesame is also available on the website of the Company viz.http://www.nbi-india.co.in/policies/NBI CSR Policy.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Sexual harassment of a woman at workplace is of serious concern to humanity on thewhole. Keeping in view the problem of sexual harassment the company has framed a policy toprevent incidents of sexual harassment as required under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules framed there under.However constitution of Internal Committee as required under the Act is not applicable tothe Company since the company has less than 10 employees. Moreover no complaintpertaining to sexual harassment was filed by any woman during the financial year underreport hence no disclosures are applicable. This Policy is available on our website.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92(3) of the Companies Act 2013is annexed hereto in the prescribed form and forms part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant & material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

DIRECTORS Rs RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby states and confirms that:

i) in preparation of the Annual Accounts for the financial year 2019-20 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii) they have taken proper and sufficient care 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;

iv) they have prepared the Annual Accounts for the period ended 31st March 2020 on agoing concern basis;

v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating properly;

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees is drawing remuneration in excess of the limits set out in Rule5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014appended to the Companies Act 2013.

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 as amended is annexed hereto forming part of thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

Since the Company has no manufacturing activity disclosures relating to Conservationof Energy and Technology Absorption stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 are not applicable.

There were no foreign exchange earnings and outgo during the year.

LISTING AGREEMENT AND FEE

The Company S shares are presently listed at the National Stock Exchange of IndiaLimited (NSE) and the Company has executed Listing Agreement with the said stock exchange.The Company has paid the annual listing fee to the stock exchange upto the financial year2020-21.

CORPORATE GOVERNANCE

In terms of the provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Corporate Governance Report for fiscal 2020 is annexedhereto and forms part of this annual report. There are no demat suspense / unclaimedsuspense account as on the date of this Report as required under Schedule V Part F of theListing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is set outhereunder and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 inclusion of Business Responsibility Report as part ofthe Annual Report is not applicable to the Company.

CODE OF CONDUCT

The Company is compliant of requirement of Regulation 26(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as applicable to the Company byframing Code of Business Conduct and Ethics (“Code of Conduct Rs ). The Code ofConduct is applicable to the employees including directors of the Company and is availableon the Company S website. All employees including directors of the Company have affirmedcompliance to the Code of Conduct as on March 31 2020.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy to regulate monitor and reporttrading by insiders under the SEBI (Prohibition of Insider Trading) Regulations 2015.This Policy also includes code of practices and procedures for fair disclosure ofunpublished price sensitive information initial and continual disclosures. The Boardreviews the Policy / Code on a need-to- know basis. This Policy is available on ourwebsite.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program.Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities. The familiarisation program is available on our website.

POLICIES

In addition to its Code of Business Conduct and Ethics key policies that have beenadopted by the Company and uploaded on its website are as under:

Name of the Policy Web link
Policy for selection and appointment of Directors Senior Management including criteria for determining qualifications positive attributes and independence of the directors http://www.nbi-india.co.in/policies/ NBIAppointment_Policy.pdf
Archival Policy for Website content http://www.nbi-india.co.in/policies/ NBIArchival_Policy.pdf
Policy on Determination of Materiality http://www.nbi-india.co.in/policies/ NBIDetermination_of_Materiality.pdf
Familiarisation Program for Independent Directors http://www.nbi-india.co.in/policies/ NBIFamiliarisation_Program.pdf
Insider Trading Code http://www.nbi-india.co.in/policies/ NBIInsider_Trading_Code.pdf
Policy for Determining Material Subsidiary http://www.nbi-india.co.in/policies/ NBIMaterial_Subsidiary.pdf
Related Party Transactions Policy http://www.nbi-india.co.in/policies/ NBIRelated_Party_Transactions_Policy.pdf
Policy relating to remuneration for the directors key managerial personnel and other employees http://www.nbi-india.co.in/policies/ NBIRemuneration_Policy.pdf
Vigil Mechanism and Whistle Blower Policy http://www.nbi-india.co.in/policies/ NBIWhistle_Blower_Policy.pdf
Prohibition of Insider Trading http://www.nbi-india.co.in/policies/NBI Prohibition of Insider Trading Policy.pdf
Corporate Social Responsibility Policy http://www.nbi-india.co.in/policies/ NBI CSR Policy.pdf
Prohibition of Sexual Harassment Policy http://www.nbi-india.co.in/policies/NBI Prohibition of Sexual Harassment Policy.pdf

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the support the Company continuesto receive from its Bankers and Shareholders and acknowledge the valuable contributionfrom the employees of the Company.

For and on behalf of the Board
Place: Kolkata (Bankat Lal Gaggar)
Dated: 22nd July 2020 Chairman
DIN:00404123

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