Directors Report of N B Footwear Ltd.

Mar 31, 2024

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

(Rs. in lakhs)

Particulars	Current year ended March 31, 2024	Previous year ended March 31, 2023
Income	0.00	0.00
Total Expenditure	19.25	23.16
Profit/ (Loss) before exceptional and extraordinary items	(19.25)	(23.16)
Exceptional and Extraordinary items	0.00	0.00
Tax Expenses	0.00	0.00
Net Profit/ (Loss) after Tax	(19.25)	(23.16)

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.

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, Non¬
Independent 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
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.

By order of the Board of Directors
For NB FOOTWEAR LIMITED

PLACE: Mumbai (Kannan A. Yadav) (S Krishnan)

DATE : August 03, 2024 Managing Director Director

(DIN-00249225) (DIN-00583985)

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Mar 31, 2015

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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Mar 31, 2014

Dear Members,

The Directors are pleased to present their TWENTY SIXTH ANNUAL REPORT together with the audited Annual Accounts for the year ended 31st March 2014.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2014 are given below



S.No. Description 2013-2014 2012-2013

(Rs. in lakhs)

01. Turnover/Income 0.00 0.00

02. Profit/(Loss) before (12.80) (18.55) exceptional and extraordinary items

03. Extraordinary items 0.00 0.00

04. Net Profit/(Loss) (18.55) (12.80)

02. PERFORMANCE

There was no manufacturing activity during the year under review. The operations have resulted in a net loss of Rs. 18.55 lakhs

03. OUT LOOK

As you are aware, the operations of the Company have been discontinued in 2001. The Company is exploring various options including the possibility of entering the Biotech space in the FMCG window. The plans are likely to be firmed up and implemented during the current fiscal year.

04. OPPORTUNITIES AND THREATS

Even though there exists lot of opportunities for growth, cut throat competition Coupled with higher costs in the inputs and the inflationary levels are thrown open to the industry.

05. 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.

06. DIRECTORS

Mr Rajen K Desai and Mr Gregory Pereira, Directors retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

07, AUDITORS

M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

08. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo for the year ended 31st March 2014 as required under Section 217(1) (e) of the Companies Act, 1956 are NIL.

09. DEPOSITS

The Company has not accepted any deposits from the public during the year under report.

10. EMPLOYEES

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence annexure as per the Section 217(2A) is not attached.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that they have -

a) Followed the applicable accounting standards in the preparation of accounts;

b) Selected such accounting policies and applied them consistently and made judgement and estimates that were 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 year and profit or loss of the Company for the year under review;

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) Prepared the accounts for the financial year on a ''going concern'' basis.

12. CASHFLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended 31st March 2014 is enclosed.

13. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the stock Exchanges, a report on Corporate Governance with Auditors Certificate on compliance of conditions of Corporate Governance and a Management Discussion and Analysis Report have been attached to form part of the report.

For and on behalf of the Board

KANNAN A YADAV MANAGING DIRECTOR & CEO

Place: Mumbai Dated : 30th May 2014

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Mar 31, 2010

The Directors are pleased to present their TWENTY SECOND ANNUAL REPORT together with the audited annual accounts for the year ended 31st March 2010.

01 .FINANCIAL RESULTS

The financial results for the year ended 31st March 2010 are given below :-

S.No Description 2009-2010 2008-2009

(Rs. in lakhs)

01. Turnover/Income 0.00 0.00

02. Operating Loss (19.09) (17.04)

03. Profit/(Loss) before

Interest and (19.09) (17.04)

Depreciation

04. Interest 0.00 0.00

05. Depreciation 22.20 22.11

06. Net Profit/(Loss) (41.29) (39.15)

02. PERFORMANCE

There was no manufacturing activity during the year under review. The operations have resulted in a net loss of Rs. 41.29 lakhs.

03. OUTLOOK:-

The Members are aware that the Company has discontinued operations in 2001. The plant, machinery and other equipment required for manufacture need to be balanced in order to revive commercial production. The Company is looking at reviving the footwear production as also other avenues for revenue generation.

04. DIRECTORS

Mr Sudhakar Shetty and Mr Kannan A Yadav, Directors retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

05. AUDITORS

M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

06. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTO

The details relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo for the year ended 31st March 2010 as required under Section 217(1 )(e) of the Companies Act, 1956 are NIL.

07. DEPOSITS

The Company has not accepted any deposits from the public.

08. EMPLOYEES

There are no employees who are in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence annexure as per the Section 217(2A) is not attached.

09. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that they have:

i) Followed the applicable accounting standards in the preparation of annual accounts;

ii) Selected such accounting policies and applied them consistently and made judgement and estimates that were 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 profit or loss of the Company for the year under review.

iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv) Prepared the accounts for the financial year on a going concernbasis.

10. CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended 31st March 2010 is enclosed.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors Certificate on compliance of conditions of Corporate Governance and a Management Discussion and Analysis Report have been attached to form part of the Annual Report.

For and on behalf of the Board

Place: Mumbai KANNAN A YADAV

Date : 31/05/2010 DIRECTOR & CEO

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Mar 31, 2009

The Directors are pleased to present their TWENTY FIRST ANNUAL REPORT together with the audited annual accounts for the year ended 31st March 2009.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2009 are given below :-

S.No. Description 2006-2009 2007-2008 (Rs. in lakhs)

1. Turnover/Income 0.00 0.00

2. OperatingLoss (17.04) (17.69)

3. Profitf(Loss) before Interest (17.04) (17.69) and Depreciation

4. Interest 0.00 0.00

5. Depreciation 22.11 22.31

6. NetProlit/(Loss) (39.15) (40.00)

02. PERFORMANCE

There was no manufacturing activity during the year under review. The operations have resulted in a net loss of Rs. 39.15 lakhs.

03. OUTLOOK :

The Members are aware that the Company has discontinued operations in 2001. The plant, machinery and other equipment required for manufacture need to be balanced in order to revive commercial production. The Company is looking at reviving the footwear production as also other avenues for revenue generation.

04. DIRECTORS

Mr S Krishnan and Mr Rajen K Desai, Directors retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

05. AUDITORS

M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

06. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTO

The details relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo for the year ended 31* March 2009 as required under Section 217(1 )(e) of the Companies Act, 1956 are NIL.

07. DEPOSITS

The Company has not accepted any deposits from the public.

08. EMPLOYEES:

There are no employees who are in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence annexure as per the Section 217(2A) is not attached.

09. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that they have:

i) Followed the applicable accounting standards in the preparation of annual accounts;

ii) Selected such accounting policies and applied them consistently and made judgement and estimates that were 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 profit or loss of the Company for the year under review.

iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of, the Company and detecting fraud and other irregularities;

iv) Prepared the accounts for the financial year on a going concern basis.

10. CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended 31* March 2009 is enclosed.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors Certificate on compliance of conditions of Corporate Governance and a Management Discussion and Analysis Report have been attached to form part of the Annual Report.

For and on behalf of the Board

Place : Mumbai KANNAN A YADAV

Date : 31st July 2009 DIRECTOR & CEO