Directors Report of N B Footwear Ltd.

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