Dear Shareholders,
Your Board of Directors have pleasure in presenting the 88th Annual Report of your
Company along with the Audited Financial Statements of the Company for the year ended 31st
March, 2023. This report read with the Management Discussion and Analysis include details
of the macro-economic scenario, Company's performance and it's approach to risk
management.
The Annual Report for the financial year 2022-23 is also available on the website of
the Company.
FINANCIAL HIGHLIGHTS
The summarised results of your Company are given in the table below:-
(Rs. in lakhs)
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Profit before Depreciation & Provisions |
788.17 |
1089.25 |
| Less : Depreciation |
0.17 |
0.44 |
| Profit before Taxation |
788.00 |
1088.81 |
| Less : Provision for Current Tax |
229.16 |
265.24 |
| Provision for Deferred Tax |
31.53 |
29.09 |
| Profit after Tax |
527.31 |
794.48 |
| Add: Transfer from OCI: sale of shares |
0 |
156.80 |
| Add: Other Comprehensive Income(net of tax) |
2.12 |
0 |
| Less: Transfer from equity instrument through OCI on realisation |
4.42 |
0 |
| Add : Balance of Retained Earnings from Previous year |
11,190.63 |
10,398.25 |
|
11,715.64 |
11,349.53 |
| APPROPRIATIONS |
|
|
| Transfer to Reserv e Fund (as per RBI Guidelines) |
105.46 |
158.90 |
| Balance Carried to Balance Sheet |
11,610.18 |
11,190.63 |
|
11,715.64 |
11,349.53 |
WORKING RESULTS AND STATE OF COMPANY'S AFFAIRS
Total income during the year under review amounted to ^1,015.53 Lac as against
^1,228.24 Lac in the preceding year. Profit before tax amounted to ^788.00 Lac as against
^1,088.81 Lac in the preceding year. Profit after tax stood at ^527.31 Lac as against
^794.48 Lac in the previous year.
The Company continues to remain registered as a Non-Banking Financial Company with the
Reserve Bank of India.
No material changes and commitments have occurred after the close of the year till the
date of this report, which affect the financial position of the Company, except as
mentioned herein below underthe para "Amalgamation".
DIVIDEND
RBI vide its circular dated 24 June 2021 has laid down framework for declaration of
dividend by NBFCs. Accordingly, the Board of Directors after taking into account various
aspects and in compliance with the said circular, has recommended for consideration of the
members at the ensuing Annual General Meeting (AGM), payment of dividend of Rs. 0.40 per
equity share (8%) of face value of Rs. 5/-. The total dividend for FY 2022-23 would amount
to Rs. 9.83 lac.
The dividend recommended is in accordance with the principles and criteria set out in
the Company's dividend distribution policy. Total dividend proposed for the year does not
exceed the ceilings specified in said circular/RBI Master Directions.
The dividend, if declared, at the ensuing AGM will be taxable in the hands of the
members of the Company pursuant to Income Tax Act, 1961. For further details on
taxability, please refer Notice of AGM.
In terms of Regulation 43A of SEBI Listing Regulations, the Company has laid down its
Dividend Distribution Policy. The Policy is hosted on the Company's website and can be
accessed at http://www.nbi-india.co.in/policies/20211227_NBI_Dividend_Distribution_
Policy.pdf.
SHARE CAPITAL
The Authorised Share Capital of the Company stands at ^10 crore divided into 2 crore
equity shares of ^5/- each. The paid-up equity share capital of the Company stood at
^122.84 Lac as at 31st March, 2023. During the year under review, the Company has not
issued any new shares.
TRANSFERTO RESERVE FUND
Pursuant to section 45-IC of Reserve Bank of India Act, 1934, non-banking financial
companies (NBFCs) are required to transfer a sum not less than 20% of their net profit
every year to reserve fund before declaration of any dividend. Accordingly, the Board
proposes to transfer ^105.46 Lac to Reserve Fund and the balance is retained in the
Retained Earnings.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
AMALGAMATION
The Board of Directors of the Company, at its meeting held on September 21,2022,
approved a Scheme of Amalgamation of Western India Commercial Company Limited
("Transferor Company") with N. B. I. Industrial Finance Company Limited
("Transferee Company" or "Company") with appointed date being 1st
April, 2022. The Company has received Observation Letters from The National Stock Exchange
of India Limited and The Calcutta Stock Exchange Limited. The Company is in the process of
making an application to the National Company Law Tribunal (NCLT) for seeking its approval
for calling the meetings of the share-holders and creditors of the two companies and the
ultimate merger in due course. Pending the approval of the Scheme, financial statements
have been prepared without considering the effect thereof.
PUBLIC DEPOSITS
Your Company has not accepted any deposit from the public during the year.
PARTICULARS OF LOANS AND GUARANTEES
The Company, being a Non-Banking Financial Company (NBFC) registered under Chapter NIB
of the Reserve Bank of India Act, 1934 (2 of 1934), is exempt from complying with the
provisions of Section 186 of the Companies Act, 2013 with respect to loans and guarantees.
ASSOCIATE COMPANIES
The Company does not have any associate.
UNCLAIMED DIVIDEND
Members are advised to note that, dividends if not encashed for a period of 7 years
from the date of transfer to Unpaid Dividend Account of the Company, are liable to be
transferred to the Investor Education and Protection Fund ("IEPF"). Further, all
the shares in respect of which dividend has remained unclaimed for 7 consecutive years or
more from the date of transfer to unpaid dividend account shall also be transferred to
IEPF Authority. In view of this, Members are requested to claim their unpaid dividends
from the Company, within the stipulated timeline. However, no such amount of unpaid /
unclaimed dividend and shares were transferable by the Company during the year, being not
applicable to it presently.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations. None of the
transactions required members' prior approval under the Act or SEBI Listing Regulations
except remuneration paid to KMP which has duly been approved by the members, wherever
required. There were no materially significant Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial Personnel which may have a potential
conflict with the interest of the Company at large.
During the year, the Company had not entered into any significantly material contract /
arrangement / transactions with related parties, attracting the requirement of disclosure
in this report as per provisions of Section 188 of the Act except for remuneration to the
key managerial personnel and sitting fees paid to directors in the ordinary course of
business. The details of the transactions with Related Parties as per Ind AS 24 are
provided in the accompanying financial statements. There were no transaction requiring
disclosure under section 134(3)(h) of the Act except as aforesaid.
The Company has formulated a policy on materiality of related party transactions and on
dealings with related parties. The policy is available on the website of the Company.
Related Party Disclosures as required under Schedule V of the Listing Regulations is
annexed to this report.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate financial controls commensurate with its size, scale,
nature of business and operations with reference to its financial statements. The Company
has appointed internal auditors who review the internal financial control system. These
have been designed to provide reasonable assurance about recording and providing reliable
financial information, ensuring integrity in conducting business, accuracy and
completeness in maintaining accounting records and prevention and detection of frauds and
errors.
RISK MANAGEMENT
The Board of Directors has adopted a risk management policy for the Company which
provides for identification, assessment, control and governance of risks which, in the
opinion of the Board, may pose significant loss or threat to the Company. The Policy is
formulated in compliance with Regulation 21 and Part D of Schedule II of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and relevant provisions of
the Companies Act, 2013. The policy is available on the website of the Company and also
forms a part of the Corporate Governance Report.
The main identified risks at the Company are Commercial Risks, Financial Risks,
Operational Risks and Legal & Regulatory Risks. The details of the Committee are given
in the Corporate Governance Report.
DIRECTORS ANDKEY MANAGERIAL PERSONNEL Directors
The Company has eight directors on its Board. Detailed composition about the Board is
disclosed in the Corporate Governance Report. All the Directors have submitted relevant
declarations/disclosures as required underthe Act and the Listing Regulations.
Shri Sundeep Bhutoria, an Independent Director, was appointed by the Board on 21st
September, 2022 for a consecutive term of five years and the resolution seeking Members'
approval was duly passed in the Extraordinary General Meeting held on 20th December, 2022.
Re-appointment of Directors
Shri Jagdish Prasad Mundra (DIN: 00630475), a Director of the Company retires by
rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152
of the Act read with the Companies (Appointment and Qualification of Directors), Rules
2014 and the Articles of Association of your Company and being eligible, offers himself
for re-appointment as Director. In accordance with Regulation 17(1A) of the Listing
regulations, no person can be appointed or continue as a non-executive director who has
attained the age of seventy five years unless a Special Resolution has been passed to that
effect. The Company has already taken consent of the members by way of special resolution
at the AGM held on 23rd September, 2021for continuation of his directorship.
Shri Tapas Kumar Bhattacharya has been re-appointed as a Non-executive Independent
Director by the Board on 9th June, 2023 for a second term of 5 consecutive years, with
effect from 29th June, 2023 subject to Members' approval at the ensuing AGM. Shri
Bhattacharya has given a declaration that he meets the criteria of Independence and is
Independent of the Management. Resolution seeking approval of the members at the AGM has
been included in the Notice thereof.
The Board recommends their re-appointment / appointment and accordingly resolutions
seeking approval of the members for their re-appointments / appointments have been
included in the Notice of forthcoming Annual General Meeting of the Company along with
their brief profile. As required by Regulation 36(3) of the Listing Regulations and
provisions of the Secretarial Standards, brief resume and other details of the
above-mentioned Director(s) seeking appointment/re-appointment, is attached to the Notice
of the ensuing Annual General Meeting.
None of the Directors proposed for appointment / reappointment at the ensuing Annual
General meeting is disqualified from being appointed /reappointed as Director under the
provisions of the Act, the SEBI Listing Regulations or any other order, directions of MCA,
SEBI or any other statutory authority.
Shri Ashok Bhandari, Shri Tapas Kumar Bhattacharya, Shri Debashis Ray, Shri Sundeep
Bhutoria and Smt. Priyanka Mohta continue to be Independent Directors of the Company
appointed for a period of five years from their respective dates of appointment.
The Independent Directors have appropriate skill, knowledge and experience in their
respective fields. The Company has received declarations from the Independent Directors
confirming that they meet the criteria of Independence as prescribed under the Companies
Act, 2013 and SEBI Listing Regulations. The Independent Directors have also confirmed that
they have complied with Schedule IV of the Act and the Company's Code of Conduct.
In the opinion of the Board, the Independent Directors fulfil the conditions specified
under the Companies Act, 2013, the Rules made thereunder and SEBI Listing Regulations and
are independent of the management, and are persons of high integrity, expertise and
experience. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is
also of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of strategy, business management,
accounts & finance and taxation and they hold highest standards of integrity.
The Company has taken requisite steps towards the inclusion of the names of all the
Independent Directors in the data bank maintained with the Indian Institute of Corporate
Affairs ('MCA'). Accordingly, all the Independent Directors of the Company have registered
themselves with IICA for the said purpose. In terms of Section 150 of the Act read with
the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have completed / undertaken to complete online
proficiency self-assessment test conducted bythe said Institute.
ShriS.P. Kumar is the Manager and Chief Financial Officer of the Company.
ShriAshish Kedia is the Company Secretary of the Company.
The Independent Directors, Directors and Senior Management including the employees have
complied with their respective obligations as mentioned under Regulations 25 and 26 of the
Listing Regulations.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:
Pursuant tothe provisions of the Actand SEBI Listing Regulationsthe Board has carried
out an annual evaluation of its own performance, the performance of the Directors
individually as well as the evaluation of the working of its Committees.
For evaluating the Board as a whole, views were sought from the Directors on various
aspects of the Board's functioning such as degree of fulfilment of key responsibilities,
Board Structure and composition, establishment, delineation of responsibilities to various
committees, effectiveness of Board processes, information and functioning. Board culture
and dynamics, quality of relationship between the Board and the management.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of non-executive directors. The Independent Directors reviewed the
performance of non-independent directors and the Board as a whole, took into account the
views of nonexecutive directors and to assess the quality, quantity and timeliness of flow
of information between the management and the Board. The Independent Directors were
satisfied with the performance of the Board as a whole and timeliness of flow of
information.
Some of the key criteria for performance evaluation are as follows:-
Performance evaluation of Directors:
• Attendance at Board or Committee meetings.
• Contribution at Board or Committee meetings.
• Guidance/supporttothe managementoutsidethe Board/Committee meetings.
Performance evaluation of Board and Committees:
• Board structure and composition
• Degree of fulfilment of key responsibilities
• Establishment and delineation of responsibilities to Committees
• Effectiveness of Board processes, information and functioning
• Board culture and dynamics
• Quality of relationship between Board and Management
• Efficacy of communication with external shareholders.
DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted declaration of independence, stating that they
meet the criteria of independence provided under section 149(6) of the Act, as amended,
and regulation 16 of the SEBI Listing Regulations. The independent directors have also
confirmed compliance with the provisions of rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name
in the databank of independent directors.
The Board took on record the declarations and confirmations submitted by the
independent directors regarding their meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of theSEBI Listing Regulations.
ANNUAL RETURN
Pursuant to the provisions of the Companies Act, 2013 as amended upto date, the extract
of annual return is no longer required to be part of the Board Report. In Compliance to
the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company for the
financial year ended 31st March, 2023 will be placed on the Company's website in due
course.
AUDITORS:
Statutory Auditors
M/s Chaturvedi & Co., Chartered Accountants having Firm Registration No. 302137E,
who are Statutory Auditors of the Company, were appointed by the Company at the
Extraordinary General Meeting ("EGM") held on 27th January, 2022, to hold office
from the date of passing of resolution until the conclusion of the 89th Annual General
Meeting to be held in the year 2024 subject to the Boards' review every year. In
accordance with the RBI directives, the Board has reviewed the performance of the
statutory auditors and approved their continuation as statutory auditors for the year
2023-24 as recommended by the Audit Committee. The Members are required to fix
remuneration of the Statutory Auditors for the financial year ending 31st March, 2024.
The Statutory Auditors have confirmed that they satisfy the eligibility/independence
criteria required under the Companies Act, 2013 and The Code of Ethics issued by the
Institute of Chartered Accountants of India.
The audit report by M/s Chaturvedi & Co., for the FY2023 is unmodified, i.e., it
does not contain any qualification, reservation or adverse remark or disclaimer.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Act, inter-alia requires every listed company to undertake
Secretarial Audit and annex with its Board's Report a Secretarial Audit Report given by a
Company Secretary in practice in the prescribed form.
In line with the requirement of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the
Listing
Regulations and other applicable provisions, if any, the Secretarial Audit for the
financial year 2022-23 has been conducted by Ms. Sneha Agarwal, Practicing Company
Secretary (PCS).
The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed
to this Report. The report does not contain any qualification, reservation or adverse
remark requiring explanation or clarification from the Board.
Cost Audit
Pursuant to provisions of section 148 of the Companies Act, 2013 cost audit as
specified by the Central Government is not applicable to the Company.
Tax Auditor
The Board of Directors has appointed M/s Chaturvedi & Co., Chartered Accountants,
to carry out the Tax Audit for the Assessment Year 2023-24.
Internal Auditor
The Board of Directors on the recommendation of the Audit Committee had appointed M/s
D. K. Parmanandka & Co., Chartered Accountants, to carry out the Internal Audit of the
Company forthe Financial Year 2022-23.
REPORTING OF FRAUDS BY AUDITORS
During the reporting period, neither the statutory auditors nor the secretarial auditor
has reported to the audit committee/Board, under section 143(12) of the Companies Act,
2013, any instance of fraud committed against the Company by its officers or employees,
and hence the requirement to mention the same in this report is not applicable.
BOARD & COMMITTEE MEETINGS:
Meetings of Board and its Committees are held as per statutory requirements and as per
business needs. Due to business exigencies, the Board and Committees have also been
approvingseveral proposals by circulation from time to time.
Board Meeting
During the year, seven Board Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Act, Secretarial Standards-1 (SS-1) issued by the
Institute of Company Secretaries of India and Listing Regulations.
The Company has the following eight (8) Committees, which have been established in
compliance with the relevant provisions of applicable laws, RBI directions and as per
business requirements:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Risk Management Committee
4. Stakeholders' Relationship Committee
5. Corporate Social Responsibility (CSR) Committee
6. Finance and Assets Liability Supervisory Committee (ALCO)
7. Investment/Credit Committee
8. Grievance Redressal Mechanism Committee
Audit Committee
The Audit Committee comprises of three Independent Directors namely, Shri Tapas Kumar
Bhattacharya (Chairman), Shri Ashok Bhandari and Shri Debasish Ray and a Non Independent
DirectorShriJagdish Prasad Mundra. The Committee met five times during theyear.
Nomination & Remuneration Committee
The Company has a Nomination & Remuneration Committee comprising of three
independent directors and one non- independent director namely, Shri Tapas Kumar
Bhattacharya (Chairman), Shri Ashok Bhandari, Shri Debasish Ray and Shri Bankat LalGaggar.
The Committee met twice during the year.
Risk Management Committee
The Company has a Risk Management Committee comprising of three members, namely Shri
Ashok Bhandari (Chairman), Shri Bankat Lai Gaggar (Director) and Shri S P Kumar. The
Committee met twice duringthe year.
Stakeholders Relationship Committee
Stakeholders' Relationship Committee of Directors comprises of three members, namely
Shri Bankat Lai Gaggar (Chairman), Shri Jagdish Prasad Mundra and Shri Tapas Kumar
Bhattacharya. The Committee held three meetings during the year.
Corporate Social Responsibility (CSR) Committee
In terms of Section 135 and Schedule VII of the Act the Board of Directors has
constituted a CSR Committee under the Chairmanship of Shri Tapas Kumar Bhattacharya. Shri
Debasish Ray, Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra are the other members
of the
Committee. The Committee met once duringthe reporting period.
The CSR Committee of the Board has framed a CSR Policy which is annexed hereto and
forms part of this Report. The same is also available on the website of the Company viz.
http://www.nbi-india.co.in/policies/20211109_NBI_CSR_Policy_2021.pdf
This year the Company was not required to spend any amount as the average net profits
before tax of the previous three financial years calculated as per Section 198 of the
Companies Act, 2013 was negative.
The Annual Report on CSR activities of FY 2022-23 with requisite details in the
specified format as required under Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed hereto and forms part of this report.
More details about all the Committees of the Board, including details of the role and
responsibilities of Committees, the particulars of meetings held and attendance of the
Members at such meetings are stated in the Corporate Governance Report, which forms part
of the Annual Report.
Finance and Assets Liability Supervisory Committee (ALCO)
Finance And Assets Liability Supervisory Committee (ALCO) of Directors comprises of
three members, namely Shri Ashok Bhandari (Chairman), Shri Bankat Lai Gaggar and Shri
Jagdish Prasad Mundra. The Committee held three meetings duringthe year.
Investment/Credit Committee
Investment/Credit Committee of Directors comprises of three members, namely Shri Ashok
Bhandari (Chairman), Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra. The Committee
held three meetings during the year.
Grievance Redressal Mechanism Committee
Grievance Redressal Mechanism Committee of Directors comprises of three members, namely
Shri Ashok Bhandari (Chairman), Shri Bankat Lai Gaggar and Shri Tapas Kumar Bhattacharya.
The Committee held three meetings during the year.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy, inter alia, for selection and appointment of Directors, Senior Management
including criteria for determining qualifications, positive attributes and independence of
directors which is annexed hereto and forms part of this Report. Further, Policy relating
to remuneration for the directors, key managerial personnel and other employees is also
annexed hereto and forms part of this Report.
The Board of Directors of the Company follows the criteria for determining
qualification, positive attributes, independence of Directors as per applicable policies
of the Company.
Directors are appointed /re-appointed with the approval of the Members for a term in
accordance with the provisions of law and the Articles of Association of the Company. All
Directors, other than Independent Directors, are liable to retire by rotation, unless
otherwise specifically provided under the Articles of Association or under any statute or
terms of appointment.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments in terms of Section 134(3)(l)
of the Act, affecting the financial position of the Company between the end of the
financial year of the Company as on 31st March, 2023 and the date of this report i.e. 9th
June, 2023 except for the receipt of Observation Letters from The National Stock Exchange
of India Limited w.r.t. the amalgamation of Western India Commercial Company Limited
("Transferor Company") with N. B. I. Industrial Finance Company Limited
("Transferee Company" or "Company").
DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O POLICY)
The Company has in place a D&O policy which is renewed every year. It covers
directors (including independent directors) of the Company. The Board is of the opinion
that quantum and risk presently covered is adequate.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has always provided a congenial atmosphere for work that is free from
discrimination and harassment, including sexual harassment. Keeping in view the problem of
sexual harassment the company has framed a policy to prevent incidents of sexual
harassment as required under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed there under. The Policy aims to
provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. However, constitution
of Internal Committee as required under the Act is not applicable to the Company since the
company has less than 10 employees. All employees are covered under this Policy. During
the year under review, the Company has not received any complaint of sexual harassment,
hence no disclosure is applicable. This Policy is available on our website.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values pursuant to the provisions of the
Act and guidelines issued by SEBI. Accounting policies have been consistently applied
except where a newly issued accounting standard is initially adopted or a revision to an
existing accounting standard requires a change in the accounting policy. These form part
of the Notes to the financial statements.
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, confirm that:
i) in the preparation of the Annual Accounts for the financial year 2022-23, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
ii) they 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 the Company at the end of the financial year and of the profit
of the Company for FY 2022-23;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and are operating effectively.
PARTICULARS OF EMPLOYEES AND REMUNERATION
None of the employees is drawing remuneration in excess of the limits set out in Rule
5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
appended to the Companies Act, 2013.
Disclosure pertaining to the remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are annexed hereto forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Being an investment company and not involved in any industrial or manufacturing
activity, the Company's activities involve very low energy consumption and has no
particulars to report regarding conservation of energy and technology absorption. The
disclosures relating to Conservation of Energy and Technology Absorption stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts)
Rules, 2014, are not applicable.
During the year under review, the Company did not have any foreign exchange expenditure
and foreign exchange earnings.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on the National Stock Exchange of India Limited
(NSE). The Company has paid the annual listing fee to the stock exchange upto the
financial year 2023-24.
CORPORATE GOVERNANCE REPORT
The Annual Report contains a separate section on the Company's corporate governance
practices. It forms an integral part of this Report, as annexed hereto, together with the
Certificate from the Practicing Company Secretary regarding compliance with the conditions
of Corporate Governance as stipulated in Part E of Schedule V to the Listing Regulations.
There are no demat suspense account/ unclaimed suspense account as on the date of this
Report as required in Part F of Schedule Vof the SEBI Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of the SEBI Listing Regulations, the Management Discussion and
Analysis Report is set out hereunder and forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A separate section on Business Responsibility and Sustainability Report is annexed
herewith and forms an integral part of this Annual Report.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES: Vigil
Mechanism (Whistle Blower Policy) and Code of Conduct
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee. It is
affirmed that no personnel of the Company has been denied access to the Audit Committee
Chairman. The Whistle Blower Policy is posted on the website of the Company.
The Company's "Code of Business Conduct and Ethics (Code of Conduct)" is
applicable to the employees including directors of the Company and is available on the
Company's website. All employees including directors of the Company have affirmed
compliance to the Code of Conduct.
Code of Conduct to Regulate, Monitor and report trading by Insiders
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. Insiders (as defined in Insider Code)
including designated employees & persons and their relatives are, inter-alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them.
The Insider Code also requires pre-clearance for dealing in the Company's shares and
prohibits dealing in Company's shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company.
TRANSFER OF SHARES ONLY IN DEMAT MODE
In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, transfer
of securities of listed entities can be processed only in dematerialized form. Further,
pursuant to SEBI circular dated 25th January 2022, securities of the Company shall be
issued in dematerialized form only while processing service requests in relation to issue
of duplicate securities certificate, renewal / exchange of securities certificate,
endorsement, subdivision / splitting of securities certificate, consolidation of
securities certificates/folios, transmission and transposition. Accordingly, Members are
requested to make service requests by submitting a duly filled and signed Form ISR - 4,
the format of which is available on the Company's website and on the website of the
Company's Registrar and Transfer Agents - MDPL. It may be noted that any service request
can be processed only after the folio is KYC Compliant.
UPDATING KYC DETAILS
SEBI vide circular dated 3rd November, 2021 has mandated the listed companies to have
PAN, KYC, bank details and Nomination of all shareholders holding shares in physical form.
Folios wherein any one of the cited details/documents are not available with us, on or
after 1st October, 2023, shall be frozen as perthe aforesaid SEBI circular.
The investor service requests forms for updation of PAN, KYC, Bank details and
Nomination viz.. Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 are available on our website
www.nbi-india.co.in In view of the above, we urge the shareholders to submit the Investor
Service Request form along with the supporting documents atthe earliest.
In respect of shareholders who hold shares in the dematerialized form and wish to
update their PAN, KYC, Bank Details and Nomination are requested to contact their
respective Depository Participants.
POLICIES
In addition to its Code of Business Conduct and Ethics, key policies that have been
adopted by the Company and uploaded on its website are as under:
| Name of the Policy |
Web link |
| Policy for selection and appointment of Directors, Senior Management including
criteria for determining qualifications, positive attributes and independence of the
directors |
http://www.nbi- india.co.in/policies/NBIAppointment_Policy.pdf |
| Archival Policy for Website content |
http://www.nbi-india.co.in/policies/ NBI Archival_Policy.pdf |
| Policy on Determination of Materiality |
http://www.nbi-india.co.in/policies/ NBI Determination of Materiality.pdf |
| Familiarisation Program for Independent Directors |
http://www.nbi-india.co.in/policies/ NBI Familiarisation_Program.pdf |
| InsiderTrading Code |
http://www.nbi-india.co.in/policies/ NBI lnsider_Trading_Code.pdf |
| Policy for Determining Material Subsidiary |
http://www.nbi-india.co.in/policies/ NBI Material_Subsidiary.pdf |
| Policy on Materiality of Related Party Transactions |
http://www.nbi- india.co.in/policies/20220518_NBI_Policy_ on_Materiality_of_RPT.pdf |
| Policy relating to remuneration for the directors, key managerial personnel and other
employees |
http://www.nbi-india.co.in/policies/ NBI Remuneration_Policy.pdf |
| Vigil Mechanism and Whistle Blower Policy |
http://www.nbi-india.co.in/policies/ NBI Whistle_Blower_Policy.pdf |
| Prohibition of InsiderTrading |
http://www.nbi-india.co.in/policies/ NBI Prohibition of InsiderTrading Policy.pdf |
| Corporate Social Responsibility Policy |
http://www.nbi-india.co.in/policies/ NBI CSR Policy.pdf |
| Prohibition of Sexual Harassment Policy |
http://www.nbi-india.co.in/policies/ NBI Prohibition of Sexual Harassment Policy.pdf |
| Dividend Distribution Policy |
http://www.nbi-india.co.in/policies/20211227_NBI_ Dividend_Distribution_Policy.pdf |
| Risk Management Policy |
http://www.nbi-india.co.in/policies/20220518_NBI_ Risk_Management_Policy.pdf |
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the support the Company continues
to receive from its Bankers and Shareholders and acknowledge the valuable contribution
from the employees of the Company. For and on behaf of the Board
| Place: Kolkata |
(Ashok Bhandari) |
| Dated: 9thJune, 2023 |
Chairman |
|
DIN: 00012210 |
|