Dear Members,
Your Directors present herewith the Twenty Seventh Annual Report on the
Annual Accounts for the year ended 31st March 2015.
0L FINANCIAL RESULTS
The financial performance of your Company for the year ended 31* March
2015 is summarized below.
S. Description For the year ended For the year ended
No. 31st March 2015 31st March 2014
(Rs. In Lakhs) (Rs. In Lakhs)
01. Total Income 0.00 0.00
02. Total Expenditure 17.59 18.55
03. Profit/(Loss) before
exceptional and
extraordinary items (17.59) (18.55)
04. Extraordinary items 0.00 0.00
05. Net ProfiV(Loss) (17.59) (18.55)
02. PERFORMANCE
There was no manufacturing activity during the year under review. The
operations have resulted in a net loss of Rs. 17.59 lakhs.
3. DIVIDEND '
In view of loss, your Directors do not propose any dividend for the
year ended 31st March 2015.
04. OUTLOOK
The Outlook for the Company should be viewed in line with the current
economic scenario and lack of demand. The future looks positive.
05. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement, a separate Report on Corporate Governance along with the
Auditors Certificate on its compliance forms an integral part of this
Report.
06. OPPORTUNITIES, CHALLENGES AND CONCERNS
Even though there exist lot of opportunities for growth, cut-throat
competition and fluctuating foreign currency are challenges thrown open
to the industry.
Nevertheless, the Directors are confident of converting the challenges
into opportunities with the experience gained over a period of time.
Unfavourable factors such as economic slow down, inflationary pressure
and other external factors can affect the productivity of the Company.
07. DISCLAIMER
The information and opinion expressed in this report may contain forward
looking statements, which the Managements believes are true to the best
of its knowledge at the time of Its presentation. The Management shall
not be liable for any loss which may arise as a result of any action
taken on the basis of information contained therein.
08. PUBLIC DEPOSITS
During the financial year 2014-2015, your Company has not accepted any
deposit within the meaning of Section 73 and 74 of Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.
09. INDUSTRIAL RELATIONS
The industrial relations of the Company have been cordial.
10. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
There are no Directors/Employees who were in receipt of the
remuneration as prescribed under Section 197 of the Companies Act 2013
read with Companies (Appointment and Remuneration) of Managerial
Personnel Rules, 2014 during the year under review and hence annexure
required under the said Section is not attached.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2014-15, Mrs Krishnaveni Kannan Yadav (DIN
00249260) was appointed as an Additional Director of the Company at the
meeting of the Board of Directors of the Company held on 29/05/2015 and
holds office upto the date of this Annual General Meeting; that the
Company has received notice In writing under Section 160 of the
Companies Act, 2013 from a Member proposing her candidature for the
office of the Director.The proposal for her appointment as a
Non-Executive Director of the Company liable to Retire by rotation is
placed before this Annual General Meeting for your approval.
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 set out in the Corporate ZGovernance Report which forms
part of this Report.
13. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors confirming that ; they meet the criteria of independence
as-prescribed under the provisions of Companies Act,' 2013 read with
the Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the 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 31st March 2015, the applicable accounting standards and Schedule
III of the Companies Act, 2013 have been followed and there are no
material departures from the same;
b) 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 your Company as at 31st March 2015 and the Ldifcof the Company for
the year ended 31st March 2015;
c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2043 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) the annual accounts have beern perpared on a 'going concern' basis.
e) proper internal financial control laid down by the Directors have
been followed by the Company and that such internal financial controls
are adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws were in force and thfct such systems were adequate and
operating effectively.
15. AUDITORS AND AUDITORS' REPORT
At the Twenty Sixth Annual General Meeting of the Company, M/s J V
Ramanujam A Co, Chartered Accountants (Firm Registration No. 002947S)
were appointed as Auditors to hold office until the conclusion of the
Twenty Seventh Annual General Meeting of the Company.
M/s. J V Ramanujam & Co, Chartered Accountants who retire at the ensuing
Annual General Meeting of your Company are eligible for re-appointment.
Your Company has received written consent and a certificate that they
satisfy the criteria provided under Section 141 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 and that
the appointment, if made, shall be in accordance with the applicable
provisions of the Companies Act, 2013 and rules issued thereunder.
The Audit Committee and the Board of Directors recommend the
appointment of M/s. J V Ramanujam & Co, Chartered Accountants as the
Auditors of your Company fer the financial year 2015-16 till the
conclusion of next Annual General Meeting.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 in accordance 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 this Report.
17. REALTEP PARTY TRANSACTIONS
During the financial year 2014-15 your Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definition
Details) Rules, 2014 which were in the ordinary course of business and
on arms length basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued thereunder and Clause 49 of the
Listing Agreement. During the financial year 2014-15, there were not
transactions with related parties which qualify as material
transactions under the Listing Agreement.
The details of related party transactions as required under Accounting
Standard -18 are set out in Notes to the financial statements forming
part of this Annual Report.
The Form AOC -2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
out in jAnnexure (C) to this Report.
18. LOANS AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:-
A) Details of investments made by the Company in the equity shares as
on 31st March 2015 (including investments made in the previous years)
are NIL
B) The Company has neither given any loan nor issued any guarantees in
accordance with Section 186 of the Companies Act, 2013 read with the
Rules issued thereunder.
19. RISK MANAGEMENT
There are no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
20.VIGIL MECHANISM
Your Company is commitment to highest standards of ethical and legal
standards. Accordingly, the Board of Directors have formulated a
Whistle Blower Policy which is in compliance with the provisions of
Section 177 (10) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
21. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 on Corporate Social
Responsibility are not applicable to the Company.
22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption and adaptation and foreign exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules for the financial year encfed 31st March
2015 are NIL.
23.DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL .
STATEMENTS
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions
of the Companies Act, 1956 to the extent applicable. These are in
accordance with generally accepted accounting principles in India. ,
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
25. GENERAL
a) The Company has not issued equity shares with differential rights as
to dividend, voting or otherwise; and
b) The Company does not have any ESOP Scheme for its
emptoyees/Directors,,
26. APPRECIATION
Your Directors wish to convey their gratitude and appreciation to
Government Departments, shareholders, bankers, business associates and
employees for their continued support.
By order of the Board of Directors
For N B FOOTWEAR LIMITED
(KANNANAYADAV)
MANAGING DIRECTOR & CEO
Place: Mumbai
Dated : 29th May 2015
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