Dear Members,
Your Directors are pleased to submit their Thirty-Seventh Annual Report, together with
the Audited Financial Statements of your Company for the financial year ended March 31,
2025.
Financial Results
( Rs. in lakhs)
| Particulars |
Current year ended March 31, 2025 |
Previous year ended March 31, 2024 |
| Income |
0.00 |
0.00 |
| Total Expenditure |
22.87 |
19.25 |
| Profit/ (Loss) before exceptional and extraordinary items |
(22.87) |
(19.25) |
| Excepfional and Extraordinary items |
0.00 |
0.00 |
| Tax Expenses |
0.00 |
0.00 |
| Net Profit/ (Loss) after Tax |
(22.87) |
(19.25) |
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
On successful completion of open offer made by Mr.Nitin Minocha (Acquirer-1) and Copo
Holdings Private Limited (Acquirer-2) 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 Company has made an
application for reclassification of Mr. Rajen Desai and person acting in concert with him,
the existing promoter, as public. The Company has received the approval from BSE Limited
vide letter No. LIST/COMP/HN/17-A/2025-26 dated April 02,2025.
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 subsection 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
During the year Mr. Rajen Desai resigned from the Board of the Company citing health
reasons on August 03,2024.
On successful completion of open offer Mr. Kannan A Yadav and Mrs. Krishnaveni K Yadav,
being representative of erstwhile promoter group resigned and Mr. NitinMinocha joined the
Board as Nonexecutive, non-independent director effective December 26,2024. ,
Mr. S. Krishnan (DIN: 00583985) also step down as director of the Company on December
26,2024. Apart from that following directors also joined the Company:
Mr. RatishTagde (DIN 00024465) Independent directorforfiveyears effective December
26,2024
Mr. Rajesh Chandrakant Veturekar (DIN 10883872) joined the Company as Director in the
category of Executive Director effective February 22, 2025, However he resigned as
Executive director on August 30,2025 and continuing with the Company as Non-Executive
director
Mr. Gaurav Ranjeet Dulgaj (DIN 10874326) Director in the category of Non-Executive,
Independent Directorforfive years effective February 22,2025
Ms.Girija Krishnamurthi (DIN 10914171) Additional Director in the category of
Non-Executive, Independent Directorwith effect from July 02,2025
The Board in its meeting held on August 30, 2025 appointed Mr. Manoranjan Kumar (DIN
10438687) as Independent Director and Mr. Ankit Kumar (DIN 07725216) as Executive Director
subject to the approval of shareholders. The resignation of Mr. NitinMinocha, Director was
also accepted by the Board on August 30,2025.
Mr. Rajesh Chandrakant Veturekar (DIN 10883872), 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. Ankit Kumar (Dl N 07725216)- Executive Director;
2. Mr.S. Krishnan-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 directorto the board and committee meetings
like preparednesson 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 employeesas 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
The 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 forthe 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-pubiished 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, 2025.
Board and Committee Meetings held during the year
The Board of Directors duly met 5 (FIVE) times duringthe financial year ended March
31,2025. The dates on which the Board meetings were held are April 20, 2024, August 03,
2024, October 10, 2024, December 26, 2024 and February 22, 2025. 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, 2025 have been provided in the
report on Corporate Governance.
Annual Return and Extract of Annual Return
Pursuant to Companies (Amendment) Act, 2017 effective from 31st July, 2018 and
Companies (Management and Administration) Amendment Rules 2020 effective from 28th August
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 31,2024 has been posted at the web-site of the Company at
www.nbfootwear.in and that of current year be posted afterfilingofthe 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 AG M of the Company, to be held in the
year 2026.
The Report of Auditors on the financial statements of the company for the year ended
March 31, 2025 is a part of this Annual Report. The Report of Auditors 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 ofthe Company fortheyearended March 31,2025. The Secretarial Audit
Report submitted by her for the year ended March 31, 2025 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
is having following remarks:
Remarks in Secretarial Audit Report:
(i) Compliance of the Companies Act: The Company has not filed various Forms and
Returns towards change in directors as made by the Board of Directors and resolutions
passed by shareholders by way of postal ballot including shifting of Registered Office.
(ii) Compliance of Secretarial Standards:The Company has not maintained the record of
attendance of directors at the Board and Committee meetings.
(iii) Compliance of SEBI Listing Regulations: There was intervention of more than 120
days in two consecutive Audit Committee meetings as held on October 10,2024 and February
22, 2025* Timely intimation of Board meeting was not given to the Stock Exchange and
Quarterly Financial Results for December 31,2024 were also considered beyond the time
prescribed in the regulations.
(iv) Composition of Board as per the Act and SEBI Listing Regulations: The only women
director on the Board resigned on March 31,2025 and the said vacancy was filled only on
July 02,2025 beyond the period as permissible under the Actand SEBI Listing Regulations.
Management Reply:
On account of acquisition of shares by new promoters pursuant to SEBI (SAST)
Regulations, 2011 and reclassification of existing promoters as public there was change in
the management of the Company, The new promoter director was travelling and could not
devote sufficient time towards the statutory compliances. However the management is
committed to rectify all deficiency in the compliances and regulate the matter as soon as
possible.
i) Cost Record
Pursuant to sub-section (1) of Section 148 of the Act, the Company is not required to
maintain cost records.
ii) 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.
Ms. Shyamala Subramanian has resigned effective May 17,2025.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of the Act, during financial year under review, the Company has
not given any guarantee or provided security or given loan to any person or other body
corporate. The Company has also not made any investment in securities of any other body
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 placed 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 r. 5 crore or
more during previous financial year, neither it has the net worth of r. 500 crores or
more, nor the turnover of the Company was of r. 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 so 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 31,2025 no compliant was received undertheAct
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
behavior, actual or suspected fraud or violation of the code of conduct /business ethics.
The vigil mechanism provides for adequate safeguards against victimization 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 duringtheyear 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 whereverfeasible.
(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 particulartechnology.
(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 KGopal 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
qualificationor 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) 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 31,2025 wasRs.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.
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.
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.
|
By order of the Board of Directors For NB FOOTWEAR LIMITED |
| PLACE: M^bai DATE lAugbst 30, 2025 |
(Girija Krishnamurthi) |
|
Chairman |
|
(DIN-10914171) |
|