NBI Industrial Finance Company Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors have pleasure in presenting the 90th Annual Report of your Company
along with the Standalone and Consolidated Audited Financial Statements for the year ended
31st March, 2025. 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 2024-25 is also available on the website of the Company.
FINANCIAL HIGHLIGHTS

The financial results of your Company are given in the table below:-

	Standalone		Consolidated
Particulars	Year ended 31.03.2025	Year ended 3103.2024	Year ended 31.03.2025
Profit before Depreciation & Provisions	1,085.63	1,463.09	1085.55
Less : Depreciation	0.02	0.06	0.02
Profit before Taxation	1,085.61	1,463.03	1085.53
Less : Provision for Current Tax (Nett of Tax charged in OCI)	269.00	335.50	269.00
Less: Provision for Deferred Tax	(2.08)	12.21	(2.08)
Less: Tax pertaining to earlier years	(29.81)	10.27	(29.81)
Profit after Tax	845.50	1,105.05	845.42
Add: Reclassification of gain on sale of debt instrument through OCI	0	(54.69)	0
Add: Other Comprehensive Income (net of tax)	(1.38)	0.86	(1.38)
Add: Transfer from equity instrument through OCI	2,063.97	1,793.43	2.063.97
TOTAL	2,911.09	2,844.65	2.911.01
Add : Balance of Retained Earnings from Previous year	17,234.55	14,620.77	17.234.58
TOTAL	20,145.67	17.465.42	20.145.59
APPROPRIATIONS
Transfer to Reserve Fund (as per RBI Guidelines)	169.70	221.01	169.69
Dividend Paid	12.25	9.83	12.28
Balance Carried to Balance Sheet	19,963.69	17,234.58	19.963.62
TOTAL	20,145.67	17.465.42	20.145.59

WORKING RESULTS AND STATE OF COMPANY’S AFFAIRS

The Standalone Total income during the year under review amounted to ? 1,399.03 Lac as against
?1,708.95 Lac in the preceding year. The Standalone Profit before tax amounted to ?1085.61 Lac
as against ?1463.03 Lac in the preceding year. Profit after tax stood at ?848.50 Lac as against
?1105.05 Lac in the previous year (before Other Comprehensive Income). The Consolidated
Profit after tax for the year amounted to ?848.42 Lac.

The Company continues to remain registered as a Non-Banking Financial Company (NBFC) 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.

DIVIDEND

Reserve Bank of India (R.B.I.) 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 and the Company''s dividend distribution
policy laid down pursuant to Regulation 43 A of SEBI Listing Regulations, has recommended for
consideration of the members at the ensuing Annual General Meeting (AGM), payment of
dividend of Rs. 0.50 per equity share (i.e. 10%) of face value of Rs. 5/-. The total dividend for FY
2024-25 would amount to Rs. 14.77 lac. 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. The Company is required to deduct tax at source
from dividend paid to shareholders at the prescribed rate in the Income Tax Act, 1961. For further
details on taxability, please refer Notice of AGM.

The Policy on dividend distribution 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 ?10.35 crore divided into 2.07 crore
equity shares of ?5/- each. The paid-up equity share capital of the Company stood at ?147.74 Lac
as at 31^st March, 2025. During the year under review, the Company has issued 498044 equity
shares of Face Value Rs. 5/- each to the shareholders of the Western India Commercial Company
Limited (Transferor Company) pursuant to the Order of the Hon''ble National Company Law
Tribunal, Kolkata Bench dated 28^fl‘November, 2024 approving the Scheme of Merger.

TRANSFER TO 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 ? 169.70 Lac
to Reserve Fund and the balance is retained in the Retained Earnings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

The Hon''ble National Company Law Tribunal, Kolkata Bench has approved the 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 1^st April, 2022 vide its order dated 28^fh November, 2024. Apart from this
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 Company has received the order of the Hon''ble National Company Law Tribunal, Kolkata
Bench approving the 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 1^st April, 2022 vide its order dated 28*
November, 2024. The amalgamation of the transferor company with the Transferee Company is
effective from 18* December, 2024. The Company has allotted 498044 equity shares to the
shareholders of the Transferor company in the share exchange ratio as approved by the Hon''ble
National Company Law Tribunal. The Equity Share Capital of the Company after the allotment is
2954850 equity shares of Face Value Rs. 5 /- each amounting to Rs. 147.74 Lacs.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public during the year, nor does it hold any
public deposit at the end of the financial year.

PARTICULARS OF LOANS AND GUARANTEES

The Company, being a Non-Banking Financial Company (NBFC) registered under Chapter IIIB
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 COMPANY

Shree Cement Marketing Limited (SCML)

SCML has become associate of the Company after amalgamation of Western India
Commercial Company Limited. The Company holds 36% of the equity share capital of
the Company SCML, whose principal activity is marketing of cement in various parts of
India.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund
(IEPF)

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (''Rules''), the dividends,
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of
the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of
shareholders for FY2016-17 lying in the unclaimed dividend account of the Company as on
October 21,2024 were transferred to IEPF. Further, the Company has also transferred the shares
(excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory
Authority restraining such transfer) pertaining to which dividend remains unclaimed for a
consecutive period of seven years from the date of transfer of the dividend to the Unpaid Dividend
Account to the IEPF Authority established by the Central Government.

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 such
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 die 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 of the Company has a Risk Management Committee to implement and
monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial
risks and controls. The main identified risks at the Company are Commercial Risks, Financial
Risks, Operational Risks and Legal & Regulatory Risks. The details of the Risk Management
Committee of the Board are given in the Corporate Governance Report.

The risk management policy provides for identification, assessment, control and mitigation 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, relevant provisions of the
Companies Act, 2013 and RBI directions. The policy is available on the website of the Company
and also forms part of the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on March 31,2025, the Company has eight Directors with an optimum combination of Non-
Executive and Independent Directors including two women 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 under the Act and the Listing
Regulations.

Directors and Key Managerial Personnel (“KMP”)

Of the above eight Directors four are Non-Executive Directors (including one women Director)
and four Independent Directors (including one woman Independent Director).

Shri Ashok Bhandari (DIN: 00012210) and Shri Jagdish Prasad Mundra (DIN: 00630475),
Directors of the Company, retire 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,
have offered themselves for re- appointment as Directors. In accordance with Regulation 17(1 A)
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.

Based on the recommendation of Nomination and Remuneration Committee (“NRC”), and in
terms of the provisions of the Act, the Board of Directors re-appointed Smt. Priyanka Mohta as a
Non-executive Independent Director on 22^nd May, 2025 for a second term of 5 consecutive years,
with effect from 29^th September, 2025, subject to Members'' approval at the ensuing AGM. Smt.
Priyanka Mohta has given a declaration that she meets the criteria of Independence and is

Independent of the Management.

The Board recommends the re-appointment / appointment of directors retiring by rotation as
aforesaid 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 Directors) 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 Tapas Kumar Bhattacharya, Shri Debasish 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 reappointment of Smt. Priyanka Mohta is subj ect
to members'' approval as aforesaid.

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 ofthe 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 ofthe Companies Act, 2013 (Act) read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is 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.

All the Independent Directors of the Company have registered themselves with Indian Institute
of Corporate Affairs (''IICA''). 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 online proficiency self-assessment test conducted by the said
Institute.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company as on March 31,2025, are: Shri S.P. Kumar, Manager and Chief Financial Officer and
Shri Ashish Kedia Company Secretary and Compliance Officer ofthe 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 to the provisions of the Act and SEBI Listing Regulations the Board has carried out an
annual evaluation of its own performance, the performance of the Directors individually as well as
the evaluation ofthe 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.

Similarly, views from the Directors were also sought on performance of individual Directors
covering various aspects such as attendance and contribution at the Board/Committee Meetings
and guidance/support to the management outside Board/Committee Meetings. In addition, the
chairman was also evaluated on key aspects of his role, including setting the strategic agenda of
the Board, encouraging active engagement by all Board members and promoting effective
relationships and open communication, communicating effectively with all stakeholders. 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, attendance at
the meetings, contribution of the members 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 non-executive
directors and to assess the quality, sufficiency 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 / support to the management outside the 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 the SEBI
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, 2025 will be placed on the Company''s website in due course. The web link of the same is
https://www.nbi-india.co.in/investor_annual_report/FORM%20MGT-7-NBI-2025.pdf

AUDITORS:

Statutory Auditors

M/s. R Kothari & Co LLP, Chartered Accountants, (Firm Registration No. 307069E) were
appointed as Statutory Auditors by the Company at the 89^th Annual General Meeting held on 16^th
August, 2024. They are to hold office for a period of 3 (three) consecutive years until the
conclusion of the 92^nd Annual General Meeting of the Company to be held in the calendar year
2027, subject to the said firm continuing to fulfill the applicable eligibility norms. 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 2025-26 as recommended by the
Audit Committee. The Members are required to fix remuneration of the Statutory Auditors for the
financial year ending 31⁸¹ March, 2026.

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
CharteredAccountants of India.

The audit report by M/s R Kothari & Co LLP, on the F inancial Statements of the Company for the

financial year 2024-25 is a part of the Annual Report. The Report does not contain any
qualification, reservation, 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 said 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
2024-25 has been conducted by Ms. Sneha Agarwal, Practicing Company Secretary (PCS).

The said Secretarial Audit Report is annexed to this Report. The report does not contain any
qualification, reservation or adverse remark requiring explanation or clarification from the Board.

CostAudit

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 R Kothari & Co LLP, Chartered Accountants, to carry
out the TaxAudit for the Assessment Year 2025-26.

InternalAuditor

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 for the
F inancial Year 2024-25.

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 approving proposals
by circulation from time to time.

Board Meeting

During the year, eight 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 eleven (11) Committees, which have been formed 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

9. Identification Committee on treatment ofWillful Defaulters

10. Review Committee on treatment of Willful Defaulters

11. Liquidity Crisis Management Team

1. Audit Committee

The Audit Committee comprises of two Independent Directors namely, Shri Tapas Kumar
Bhattacharya (Chairman) and Shri Debasish Ray and a Non Independent Director Shri Jagdish
Prasad Mundra. The Committee met six times during the year.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises of two independent directors and one
non- independent director namely, Shri Tapas Kumar Bhattacharya (Chairman), Shri Debasish
Ray and Shri Bankat Lai Gaggar. The Committee met twice during the year.

3. Risk Management Committee

The Risk Management Committee comprises of three members, namely Shri Debasish Ray
(Chairman), Shri Bankat Lai Gaggar (Director) and Shri S P Kumar (Manager & CFO). The
Committee met four times during the year.

4. 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 two meetings during the year.

5. 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 during the 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/202111 09_NBI_CSR_Policy_2021 .pdf

6. 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 five meetings during the year.

7. Investment/Credit Committee

Investment/Credit Committee of Directors comprises of three members, namely Shri Debasish
Ray (Chairman), Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra. The Committee held
five meetings during the year.

8. Grievance Redressal Mechanism Committee

Grievance Redressal Mechanism Committee of Directors comprises of three members, namely
Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar and Shri Tapas Kumar Bhattacharya. The
Committee held four meetings during the year.

9. Identification Committee on treatment of Willful Defaulters

Identification Committee on treatment of Willful Defaulters comprises of three members, namely
Shri S P Kumar (Chairman), Shri Manoj Kumar Pasari and Shri Suresh Kumar Singh.

10. Review Committee on treatment of Willful Defaulters

Review Committee on treatment ofWillful Defaulters comprises of three members, namely Shri
Ashok Bhandari (Chairman), Shri Bankat Lai Gaggar and Shri Debasish Ray.

11. Liquidity Crisis Management Team

Liquidity Crisis Management Team comprises of four members, namely Shri Ashok Bhandari,
Shri Bankat Lai Gaggar, Shri Jagdish Prasad Mundra and Shri S P Kumar as members.

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 )(1) of the
Act, affecting the financial position of the Company between the end of the financial year of the
Company as on 31^st March, 2025 and the date of this report i.e. 22^nd May, 2025.

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(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 2024-25, the applicable
accounting standards have been followed and there are no material departures;

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 FY2024-25;

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.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors
and external consultants, including the audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during FY 2025.

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 2025-
26.

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. The Company has
allotted 1096 equity shares of face value Rs. 5/- each to M/s. Bagla Engineering Co Pvt Ltd against
their shareholding of 35 equity shares of face value Rs. 100/- each in Western India Commercial
Co. Ltd (Transferor Company). The shares in the Transferor Company were held in physical form
and after allotment the shares will be held in demat form in the name of “N BI Industrial Finance
Company Limited - Unclaimed Securities - Suspense Escrow Account”. As and when the
above share holder furnishes all the required documents and the KYC, the shares held in the
Unclaimed Securities - Suspense Escrow Account will be transferred to its demat account. 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.

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.

CORPORATE SOCIAL RESPONSIBILITY

This year the Company was not required to spend any amount as the average net profit 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 2024-25 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.

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
provides 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 KMPs and 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 ONLYIN 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, sub-division /
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 - Maheshwari Datamatics
Private Limited. It may be noted that any service request can be processed only after the folio is
KYC Compliant.

UPDATING KYC DETAILS

The investor service requests forms for updation ofPAN, KYC, Bank details andNomination viz.,
Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 are available on our website www.nbi-india.co.in. We
urge the shareholders to submit the Investor Service Request form along with the supporting
documents at the 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.

---

Mar 31, 2024

Your Board of Directors have pleasure in presenting the 89^th Annual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31^st March, 2024. 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 2023-24 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)

Particulars	Year ended 31.03.2024		Year ended 31.03.2023
Profit before Depreciation & Provisions	1070.61		788.17
Less : Depreciation	0.06		0.17
Profit before Taxation	1070.55		788.00
Less : Provision for Current Tax (Nett of Tax charged in OCI)	283.22		229.16
Provision for Deferred Tax	0.75		31.53
Profit after Tax	786.58		527.31
Add: Transfer from OCI: sale of shares	0		0
Add: Other Comprehensive Income(net of tax)	1.07		2.12
Add: Transfer from equity instrument through OCI on realisation	1910.34		(4.42)
TOTAL	2697.99		525.01
Add : Balance of Retained Earnings fi''om Previous year	11,610.18		11.190.63
TOTAL	14,308.17		11.715.64
APPROPRIATIONS
Transfer to Reserve Fund (as per RBI Guidelines)	157.32		105.46
Dividend Paid	9.83		-
Balance Carried to Balance Sheet	14,141.02		11,610.18
TOTAL	14,308.17		11.715.64

WORKING RESULTS AND STATE OF COMPANY''S AFFAIRS

Total income during the year under review amounted to ^ 1295.83 Lac as against ^1,015.53 Lac in the preceding year. Profit before tax amounted to ^1070.55 Lac as against ^788.00 Lac in the preceding year. Profit aftertax stood at ^786.58 Lac as against ^527.31 Lac in the previous year (before Other Comprehensive Income)

The Company continues to remain registered as a Non-Banking Financial Company (NBFC) 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

Reserve Bank of India (R.B.I.) 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. 0.50 per equity share (10%) of face value of Rs. 5/-. The total dividend for FY 2023-24 would amount to Rs. 12.28 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 31^st March, 2024. During the year under review, the Company has not issued any new shares.

TRANSFER TO 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 ^157.32 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 1^st April, 2022. The Company has received Observation Letter from The National Stock Exchange of India Limited and no objection from Reserve Bank of India. The Company has filed an application before the National Company Law Tribunal (NCLT) for directions for holding the meetings of the share-holders and creditors of the two companies. 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, nor does it hold any public deposit at the end of the financial 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 the provision of Section 124(5) of the Companies Act, 2013 which states that "Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125..."

It is clear that the dividend 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 for the financial year 2016-17 within the stipulated timeline, i.e. 20.10.2024. However, no such amount of unpaid / unclaimed dividend and shares were transferable by the Company during the year.

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 such 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 Risk Management Committee of the Board are given in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2024, the Company has eight Directors with an optimum combination of Non-Executive and Independent Directors including two women 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 under the Act and the Listing Regulations.

Shri Ashok Bhandari, Chairman and Independent Director, resigned from the Board on 4^th September, 2023. He was appointed on the Board as a Non Excutive Non Independent Director on 20^th October, 2023 and was appointed as the Chairman of the Company.

Re-appointment of Directors

Shri Bankat Lai Gaggar (DIN: 00404123) and Smt. Riya Puja Jain (DIN: 01559454), Directors of the Company, retire 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, have offered themselves for re-appointment as Directors.

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 for continuation of Directorship of Mr. Bankat Lai Gaggar (DIN: 00404123), who has attained the age of seventy five years.

In the Annual General Meeting held on 21^st August, 2023, the members of the Company approved with requisite majority, the re-appointment of Shri Tapas Kumar Bhattacharya as a Non-executive Independent Director with effect from 29^th June, 2023 for a second term of 5 consecutive years.

^r 1

Shri Debasish Ray has been re-appointed as a Non-executive Independent Director by the Board on 16^th April, 2024 for a second term of 5 consecutive years, with effect from 25^th April, 2024, subject to Members'' approval through postal ballot. Shri Debasish Ray has given a declaration that he meets the criteria of Independence and is Independent of the Management.

The Board recommends the re-appointment / appointment of directors retiring by rotation as aforesaid and accordingly resolutions seeking approval of the members for their reappointments/ 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 Tapas Kumar Bhattacharya, Shri Debasish 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 reappointment of Shri Debasish Ray is subject to members'' approval as aforesaid.

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 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.

All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs (''MCA''). 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 online proficiency self-assessment test conducted by the said Institute.

ShriS.P. Kumar is the Manager and Chief Financial Officer of the Company.

Shri Ashish 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 to the provisions of the Act and SEBI Listing Regulations the 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, attendance at the meetings, 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 non-executive directors and to assess the quality, sufficiency 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/supporttothemanagementoutsidetheBoard/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 the SEBI 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, 2024 will be placed on the Company''s website indue 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 27^th January, 2022, to hold office from the date of passing of resolution until the conclusion of the 89^th Annual General Meeting to be held in the year 2024 subject to the Boards'' review every year. In accordance with the RBI directives, the present Statutory Auditors will hold office till the conclusion of this Annual General Meeting.

In accordance with the requirement of the RBI Guidelines, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. R Kothari & Co LLP, Chartered Accountants, (Firm Registration No. 307069E) as statutory auditors for a

period of 3 (three) consecutive years to hold office with effect from the date of passing of the Resolution in the ensuing Annual General Meeting, until the conclusion of the 92nd AGM of the Company to be held in the calendar year 2027, subject to the said firm continuing to fulfill the applicable eligibility norms.

The Auditors have confirmed that their appointment, if made, will be within the limit specified under the Act and RBI Guidelines. They have also confirmed that they are not disqualified from being appointed as statutory auditors in terms of the provisions of Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and the RBI Guidelines.

The audit report by M/s Chaturvedi & Co., for the FY2024 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.

Inline with the said 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 2023-24 has been conducted by Ms. Sneha Agarwal, Practicing Company Secretary (PCS).

The Secretarial Audit Report for the financial year ended 31^st March, 2024 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 2024-25.

Internal Auditor

The Board of Directors on the recommendation of the Audit Committee had appointed M/s D. K. Parmanandka & Co., Chartered Accountants, to carryout the Internal Audit of the Company for the Financial Year 2023-24.

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 approving proposals by circulation from time to time.

Board Meeting

During the year, five 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 formed 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

1. Audit Committee

The Audit Committee comprises of two Independent Directors namely, Shri Tapas Kumar Bhattacharya (Chairman) and Shri Debasish Ray and a Non Independent Director Shri Jagdish Prasad Mundra. The Committee met five times during the year.

2. Nomination & Remuneration Committee

The Company has a Nomination & Remuneration Committee comprising of two independent directors and one non- independent director namely, Shri Tapas Kumar Bhattacharya (Chairman), Shri Debasish Ray and Shri Bankat Lai Gaggar. The Committee met twice during the year.

3. Risk Management Committee

The Company has a Risk Management Committee comprising of three members, namely Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar (Director) and Shri S P Kumar. The Committee met twice duringtheyear.

4. 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 two meetings duringtheyear.

5. 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 during the 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

6. 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 four meetings during the year.

7. Investment/Credit Committee

Investment/Credit Committee of Directors comprises of three members, namely Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra. The Committee held four meetings during the year.

8. Grievance Redressal Mechanism Committee

Grievance Redressal Mechanism Committee of Directors comprises of three members, namely

Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar and Shri Tapas Kumar Bhattacharya. The Committee held four 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 31^st March, 2024 and the date of this report i.e. 16^th May, 2024.

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 2023-24, 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 Com pa ny for FY 2023-24;

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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the

Company''s internal financial controls were adequate and effective during FY 2024.

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 ANDOUTGO

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 2024-25.

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 V of the SEBI Listing Regulations. 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.

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.

CORPORATE SOCIAL RESPONSIBILITY

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 2023-24 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.

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 provides 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 KMPs and 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, sub-division / 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

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. 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	httD://www.nbi- india.co.in/oolicies/NBIADDointment Policv.odf
Archival Policy for Website content	httD://www.nbi-india.co.in/Dolicies/NBI Archival Policv.odf
Policy on Determination of Materiality	htto://www.nbi-india.co.in/Dolicies/NBI
	Determination of Materialitv.odf
Familiarisation Program for Independent Directors	htto://www.nbi-india.co.in/oolicies/NBI
	Familiarisation Program.odf
Insider Trading Code	httD://www.nbi-india.co.in/Dolicies/NBI
	Insider Trading Code.odf
Policy for Determining Material Subsidiary	httD://www.nbi-india.co.in/Dolicies/NBI
	Material Subsidiary.odf
Policy on Materiality of Related Party Transactions	httD://www.nbi- india.co.in/Dolicies/20220518 NBI Policy on Materiality of
	RPT.odf
Policy relating to remuneration for the directors, key managerial personnel and other employees	httD://www.nbi-india.co.in/Dolicies/NBI
	Remuneration Policv.odf
Vigil Mechanism and Whistle Blower Policy	httD://www.nbi-india.co.in/Dolicies/NBI
	Whistle Blower Policv.odf
Prohibition of Insider Trading	httD://www.nbi-india.co.in/Dolicies/NBI Prohibition of Insider
	Trading Policv.odf
Corporate Social Responsibility Policy	htto://www.nbi-india.co.in/Dolicies/NBI CSR Policv.odf
Prohibition of Sexual Harassment Policy	htto://www.nbi-india.co.in/oolicies/NBI Prohibition of Sexual
	Harassment Policv.odf
Dividend Distribution Policy	htto://www.nbi- india.co.in/oolicies/20211227 NBI Dividend Distribution Pol
	icv.Ddf
Risk Management Policy	httD://www.nbi- india.co.in/oolicies/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 behalf of the Board

Place: Kolkata

(Ashok Bhandari)

Dated: 16^th May, 2024 Chairman

DIN: 00012210

---

Mar 31, 2023

The 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	Year ended
	31.03.2023	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 OCT 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 fr om Previous year	11,190.63	10,398.25
	11,715.64	11,349.53
APPROPRIATIONS Transfer to Reserve 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

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

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.

---

Mar 31, 2021

Your Directors have pleasure in presenting the 86th Annual Report of your Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2021. The Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind A.S.)

FINANCIAL RESULTS

The summarised results of your Company are given in the table below:-

	(Rs. in Lakhs)
	Year ended	Year ended
	31.03.2021	31.03.2020
Profit before Depreciation & Provisions	98.45	1,294.99
Less : Depreciation	0.46	0.41
Profit before Taxation	97.99	1,294.58
Less : Provision for Current Tax	-	-
Provision for Deferred Tax	(63.36)	(167)
Profit after Tax	161.35	1,296.25
Add : Balance of Profit from Previous year	10,269.17	9,232.17
	10,430.52	10,528.42
APPROPRIATIONS
Transfer to Reserve Fund (as per RBI Guidelines)	32.27	259.25
Balance Carried to Balance Sheet	10,398.25	10,269.17
	10,430.52	10,528.42

DIVIDEND

In order to conserve resources in the current uncertain times due to Covid-19 pandemic, the Board has decided to retain the earnings and does not propose any dividend.

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, 2021. During the year under review, the Company has not issued any new shares.

TRANSFER TO RESERVES

The Board proposes to transfer ''32.27 Lac to Reserve Fund pursuant to RBI Guidelines (for Non Banking Financial Companies (NBFC) and the balance profit is retained in the Profit and Loss Account.

REVIEW OF OPERATIONSAND STATE OF COMPANY''SAFFAIRS

Total income during the year under review amounted to ''216.00 Lac as against ''1438.17 Lac in the preceding year. Profit before tax amounted to ''97.99 Lac as against ''1294.58 Lac in the preceding year. Profit after tax stood at ''161.35 Lac as against ''1296.25 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 for any effect of Covid 19 pandemic which is difficult to assess exactly at this stage.

ASSOCIATE COMPANIES

The Company does not have any associate.

INVESTOR EDUCATIONAND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. However, no such amount of unpaid / unclaimed dividend and shares were transferable by the Company during the year, being not applicable to it presently.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF LOANSAND GUARANTEES

The Company being a Non-Banking Financial Company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 (2 of 1934), provisions of Section 186 of the Companies Act, 2013 are not applicable to it.

CONTRACTSANDARRANGEMENTS WITH RELATED PARTIES

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 pursuant to Ind AS which is suitably disclosed in Note No.27 of the Financial Statements forming part of this Annual Report. Related Party Disclosures as required under the Listing Regulations is annexed to this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal control procedures commensurate with its size and nature of its business. The Company has appointed internal auditors who review the internal financial control system. The Audit Committee reviews the reports of the internal auditors and ensures implementation of their suggestions and improvement. During the year, no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Audit Committee ensures that risks to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Constitution of Risk Management Committee is not mandatory for the Company as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations).

s_J

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri Jagdish Prasad Mundra (DIN: 00630475), a Director of the Company retires by rotation and being eligible offers himself for re-appointment. In accordance with Regulation 17(1A) of the Listing regulations, consent of the members is being sought for continuation of directorship of Shri Jagdish Prasad Mundra, who has attained the age of 75 years, by way of special resolution which is included in the Notice of AGM.

Smt. Priyanka Mohta was re-appointed as an Independent Director by the Board on 29th September, 2020 for a term of five years subject to Members'' approval at the ensuing AGM. Smt. Priyanka Mohta has given a declaration that she 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. Their brief profile is included in the Notice of AGM.

Shri Ashok Bhandari, Shri Tapas Kumar Bhattacharya and Shri Debashis Ray continue to be other 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 the business carried on by the Company. 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 Obligations and Disclosure Requirements) Regulations, 2015. The Company has practice of conducting familiarisation program for the independent directors.

Shri S.P. Kumar is the Manager and Chief Financial Officer of the Company.

Nisha Laddha the Company Secretary resigned from the services of the Company from 18th June 2021. The Board has assigned the task of compliance office to Sri S P Kumar for the time being till appointment of a Company Secretary.

The Independent Directors, Directors and Senior Management including the employees have complied with their obligations as mentioned under Regulations 25 and 26 of the Listing Regulations.

BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted after seeking inputs from all directors on the basis of criteria such as the composition and structure, effectiveness of processes, functioning etc.

The Independent Directors held a separate meeting, which reviewed the performance of nonindependent directors and the Board as a whole, took into account the views of non-executive 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 / support to the management outside the 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.

AUDITORS AND AUDITORS'' REPORT

M/s D.K. Chhajer & Co., Chartered Accountants having Firm Registration No.304138E, who are StatutoryAuditors of the Company, were appointed by the Company at the Annual General Meeting (AGM) held on 16th September, 2017, to hold office for a period of five consecutive years from the conclusion of 82nd AGM of the Company till the conclusion of 87th AGM to be held in the year 2022. The Members are required to fix remuneration of the Statutory Auditors for the financial year ending 31st March, 2022.

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 report of the Auditors is self-explanatory and does not call for any further comments.

As required by the Listing Regulations, the auditors'' certificate on corporate governance is annexed to this report and forms part of the annual report. The report does not contain any qualification, reservation or adverse remark requiring explanation or clarification from the Board.

SECRETARIALAUDIT REPORT

The Secretarial Audit for the financial year 2020-21 has been conducted by Shri Mukesh Chaturvedi, Practicing Company Secretary (PCS). The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or clarification from the Board.

Pursuant to clause 10 of Part C of Schedule V of the Listing Regulations, PCS Certificate is annexed to the Corporate Governance Report and forms part of the annual report.

COST AUDIT

In terms of provisions of section 148 (1) of the Companies Act, 2013 cost audit as specified by the Central Government is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, 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.

MEETINGS OF THE BOARD

Seven meetings of the Board and One meeting of Independent Directors were held during the

year. The intervening gap between the meetings of the Board was within the period prescribed under the Companies Act, 2013.

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 Director Shri Jagdish Prasad Mundra. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has established a ''VIGIL MECHANISM'' for Directors and Employees to report concerns of unethical behavior, actual or suspected, or violation of Company''s ethics policy and provide safeguard against victimization of employees.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three independent directors and one non-independent director namely, Shri Tapas Kumar Bhattacharya (Chairman), Shri Ashok Bhandari, Shri Debasish Ray and Shri Bankat Lal Gaggar,

REMUNERATION POLICY

The Board in consultation with the Nomination & Remuneration Committee has framed Policy 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. Policy relating to remuneration for the directors, key managerial personnel and other employees is also annexed hereto and forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, Stakeholders Relationship Committee is duly constituted by the Board consisting of Directors Shri Bankat Lal Gaggar (Chairman), Shri Jagdish Prasad Mundra and Shri Tapas Kumar Bhattacharya for the purpose of attending to investor grievances including transfer / transmission of shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions relating to Corporate Social Responsibility (CSR) as prescribed under the Companies Act, 2013 and Rules made there under have become applicable to the Company from the financial year 2017-18. The Board had constituted CSR Committee for formulating and overseeing the execution of the Company''s CSR Policy. The CSR Committee comprises of two independent directors and two non-executive directors namely Shri Tapas Kumar Bhattacharya (Chairman), Shri Debasish Ray, Shri Bankat Lal Gaggar and Shri Jagdish Prasad Mundra. 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 2020-21 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.

The CSR Policy of the Company is also 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/NBI CSR

k A

Policy.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Sexual harassment of a woman at workplace is of serious concern to humanity on the whole. 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. However, constitution of Internal Committee as required under the Act is not applicable to the Company since the company has less than 10 employees. Moreover, no complaint pertaining to sexual harassment was filed by any woman during the financial year under report, hence no disclosures are applicable. This Policy is available on our website.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 is annexed hereto in the prescribed form and forms part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant & material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:

i) in preparation of theAnnualAccounts for the financial year 2020-21, 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 that period;

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 for the period ended 31st March, 2021 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 were operating properly;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

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 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 as amended is annexed hereto forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNING ANDOUTGO

Since the Company has no manufacturing activity, 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.

There were no foreign exchange earnings and outgo during the year.

LISTING AGREEMENT AND FEE

The Company''s shares are presently listed at the National Stock Exchange of India Limited (NSE) and the Company has executed Listing Agreement with the said stock exchange. The Company has paid the annual listing fee to the stock exchange upto the financial year 2021-22.

CORPORATE GOVERNANCE

In terms of the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report for fiscal 2021 is annexed hereto and forms part of this annual report. There are no demat suspense / unclaimed suspense account as on the date of this Report as required under Schedule V Part F of the Listing Regulations.

MANAGEMENT DISCUSSIONANDANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out hereunder and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is annexed hereto and forms part of this Annual Report.

CODE OF CONDUCT

The Company is compliant of requirement of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to the Company by framing Code of Business Conduct and Ethics (“Code of Conduct''). The 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 as on March 31, 2021.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Policy also includes code of practices and procedures for fair disclosure of unpublished price sensitive information, initial and continual disclosures. The Board reviews the Policy / Code on a need-to-know basis. This Policy is available on our website.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The familiarisation program is available on our website.

k._J

r ''

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/ NBIArchival_Policy.pdf
	Policy on Determination of Materiality	http://www.nbi-india.co.in/policies/ NBIDetermination_of_Materiality.pdf
	Familiarisation Program for Independent Directors	http://www.nbi-india.co.in/policies/ NBIFamiliarisation_Program.pdf
	Insider Trading Code	http://www.nbi-india.co.in/policies/ NBIInsider_Trading_Code.pdf
	Policy for Determining Material Subsidiary	http://www.nbi-india.co.in/policies/ NBIMaterial_Subsidiary.pdf
	Related Party Transactions Policy	http://www.nbi-india.co.in/policies/ NBIRelated_Party_Transactions_Policy.pdf
	Policy relating to remuneration for the directors, key managerial personnel and other employees	http://www.nbi-india.co.in/policies/ NBIRemuneration_Policy.pdf
	Vigil Mechanism and Whistle Blower Policy	http://www.nbi-india.co.in/policies/ NBIWhistle_Blower_Policy.pdf
	Prohibition of Insider Trading	http://www.nbi-india.co.in/policies/NBI Prohibition of Insider Trading 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

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 behalf of the Board

Place: Kolkata (Ashok Bhandari)

Dated: 14th August, 2021 Chairman

DIN:00012210

---

Mar 31, 2018

DIRECTORS' REPORT

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the 83rd Annual Report of your Company together with the Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS

The summarised results of your Company are given in the table below:-

Â	Year ended 31.03.2018	Year ended 31.03.2017
Â	(Rs)	(Rs)
Profit before Depreciation & Provisions	38,397,528	997,937,361
Less : Depreciation	31,926	22,099
Profit before Taxation	38,365,602	997.915,262
Less : Provision for Current Tax	_	191,402,000
Tax relating to earlier years	5,830	(.76.926)
Provision for Deferred Tax	10,141	(177,776)
Profit after Tax	38,349,631	806.767.964
Add : Balance of Profit from Previous year	370,833,001	26,897,114
Â	409,182,632	833,665.078
APPROPRIATIONS:	Â	Â
Transfer to Reserve Fund (as per RBI Guidelines)	7,670,000	161,353,600
Proposed Dividend on Equity Shares (Previous year Rs1 - per share)	-	1,228,403
Dividend Distribution Tax on Proposed Dividend	.	250.074
Transfer to General Reserve	-	300,000.000
Balance Carried to Balance Sheet	401,512,632	370.833.001
Â	409,182,632	833.665.078

DIVIDEND

The Board does not recommend any dividend for the year ended 31st March. 2018 with a view to further strengthen the resources. In the last financial year the Company had declared dividend @Rs 1-per share of then face value of the equity share of Rs. 10 - each.

SHARE CAPITAL

During the year the equity share of face value Rs.10.- each were sub-divided into equity share of face value Rs.5 - each as approved by the members at the last annual general meeting. The authorised capital now stands at Rs.10 crore divided into 2 crore equity shares of Rs.5/- each. The paid-up equity capital of the Company stood at Rs.122.84 Lac as at 31st' March. 2018. During the year under review, the Company has not issued any new shares except upon stock split as mentioned hereinabove.

TRANSFER TO RESERVES

The Board proposes to transfer Rs.76.70 Lac to Reserve Fund pursuant to RBI Guidelines and the balance of Rs.4015.13 Lac is proposed to be retained in the Profit and Loss Account.

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

Total income during the year under review amounted to Rs.572.56 Lac as against Rs.10088.92 Lac in the preceding year. Profit after tax stood at Rs.383.50 Lac as against Rs.8067.68 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.

ASSOCIATE COMPANIES

The Company does not have any associate.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act. 2013 read with the IEPF Authority (Accounting. Audit. Transfer and Refund) Rules. 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, after the completion of the seven years. However no such amount of unpaid unclaimed dividend was transferable by the Company during the year.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF LOANS AND GUARANTEES

The Companv being a Non-Banking Financial Company registered under Chapter IIIB of the Reserve Bank of India Act. 1934 (2 of 1934) provisions of Section 186 of the Companies Act. 2()13 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 which is suitably disclosed in the Notes to Accounts.

INTERNAL FINANCIAL CONTROL

The Companv has in place adequate internal control procedures commensurate with its size and nature of its business. The Company has appointed internal auditors who review the internal financial control system. The Audit Committee reviews the reports of the internal auditors and ensures implementation of their suggestion and improvement. During the year, no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks. Financial Risks. Market Risks, Operational Risks and Legal & Regulatory Risks. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Audit Committe ensures that risks to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Constitution of Risk Management Committee is not mandatory for the Company as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association. Shri Bankat Lai Gaggar

The Board recommends their re-appointment and accordingly resolutions seeking approval of the members tor their re-appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Shri Ram Narain Mundhra and Shri Babu Lal Surana continue to be the Independent Directors of the Company. The Independent Directors have appropriate skill, knowledge and experience in the business carried on by the Company.

The Company has received declarations from both the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. The Company has practice of conducting familiarisation program for the independent directors.

Shri S.P. Kumar is the Manager and Chief Financial Officer of the Company. Priyanka Mishra is the Company Secretary and Compliance Officer of the Companv.

The Independent Directors. Directors and Senior Management including the employees have complied with their obligations as mentioned under Regulations 25 and 26 of the Listing Regulations.

BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted after seeking inputs from all directors on the basis of criteria such as the composition and structure, effectiveness of processes, functioning etc.

The Independent Directors held a separate meeting, which reviewed the performance of non-independent directors and the Board as a whole, took into account the views of non-executive 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 support to management outside the 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.

AUDITORS AND AUDITORS' REPORT

Ms D.K. Chhajer & Co., Chartered Accountants having Firm Registration No.304138E, who are Statutory Auditors of the Company,were appointed by the Company at the Annual General Meeting (AGM) held on 16th September. 2017, for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013. the appointment of Auditors is required to be ratified by Members at every AGM. In accordance with the Companies Amendment Act. 2017. enforced on 7th May, 2018 by the Ministry- of Corporate Affairs, the appointment of Statutory Auditors is now not required to be ratified at every AGM.

The report of the Auditors is self-explanatory and does not call for any further comments.

SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2017-18 has been conducted by Shri Mukesh Chaturvedi. Practising Company Secretary. The Secretarial Audit Report for the financial year ended 31st March.  2018 is annexed to this Report. The Secretarial Audit Report does not contain any qualification. reservation or adverse remark requiring explanation or clarification from the Board.

MEETINGS OF THE BOARD

Six meetings of the Board and One meeting of Independent Directors were held during the year. The intervening gap between the meetings of the Board was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board of Directors and comprises two Independent Directors namely Shri Ram Narain Mundhra (Cnairman) and Shri Babu Lal Surana and Shri Jagdish Prasad Miindra as the other member and is currently functioning as such.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act. 2013, the Company has established a 'VIGIL MECHANISM' for Directors and Employees to report concerns of unethical behavior, actual or suspected, or violation of Company's ethics policy and provide safeguard against victimization of employees.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted by the Board of Directors consisting of two Independent Directors namely Shri Ram Narain Mundhra and Shri Babu Lal Surana and one Non-Executive Director namely Shri Ashok Bhandari and is currently functioning as such.

REMUNERATION POLICY

The Board in consultation with the Nomination & Remuneration Committee has framed a Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of a director which is annexed hereto and forms part of this Report. Policy relating to remuneration for the directors, key managerial personnel and other employees is also annexed hereto and forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the pro\isions of Section 178 of the Companies Act. 2013 and the Listing Regulations. Stakeholders Relationship Committee is duly constituted by the Board consisting of Directors Shri Ashok Bhandari and Shri Bankat Lal Gaggar for the purpose of attending to investors' grievances including transfer transmission of shares of the Company,

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions relating to Corporate Social Responsibility (CSR) as prescribed under the Companies Act. 2013 and Rules made thereunder have since become applicable to the Company from the current financial year i..e. 2017-18. The Board has therefore constituted on 29th April. 2017 a CSR Committee for formulating and overseeing the execution of the Company's CSR Policy. The CSR Committee comprises of two independent directors and two non-executive directors.

The Annual Report on CSR activities of FY 2017-18 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.

The CSR Policy of the Company is also annexed hereto and forms part of this Report. The same is also available on the website of the Company viz. hup: www.nbi-india.co.in policies NBI CSR Policy.pdf

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92(3) of the Companies Act. 2013 is annexed hereto in the prescribed form and forms part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant & material orders passed by the Regulators Courts Tribunals which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:

i) in preparation of the Annual Accounts for the financial year 2017-18. the applicable accounting standards have been followed alongwith 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 that period;

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 for the period ended 31st March. 20I8 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 were operating properly;

vi) they have devised proper systems to ensure compliance \\ith the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 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 as amended is annexed hereto forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has no manufacturing activity, particulars 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.

There are no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE

In terms of the provisions of Regulation 15 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report for fiscal 2018 is annexed hereto and forms part of this annual report. There are no demat suspense / unclaimed suspense account as on the date of this Report as required under Schedule V Part F of the Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis is set out hereunder and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, inclusion of Business Responsibility Report as part of the Annual Report is not applicable to the Company.

CODE OF CONDUCT

The Company is compliant of requirement of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to the Company by framing Code of Business Conduct and Ethics ("Code of Conduct"). The 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 as on March 31, 2018.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Policy also includes code of practices and procedures for fair disclosure of unpublished price sensitive information, initial and continual disclosure. The Board reviews the Policy / Code on a need-to-know basis, This Policy is available on our website.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The familiarisation program is available on our website.

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 "NB [Appointment Policy.pdf
	Â
Archival Policy for Website content	http:\\www.nbi-india.co.in policies N'BI 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
Insider Trading Code	http:///www.nbi-india.co.in'policies/NBI Insider Trading Code.pdf
Policy for Determining Material Subsidiary-	http:www.nbi-india.co.in/policies/NBI Material Subsidiarv.pdf
Related Party Transactions Policy	http://www.nbi-india.co.in/po1icies/NBi Related Partv Transactions Policy.pdf
Policy relating to remuneration for the directors, key managerial personnel and other employees	http://www.nbi-india.co.in/policies/NB! Remuneration Policy.pdf
Vigil Mechanism and Whistle Blower Policy	http://www..nbi-india.co.in/policies.NBI Whistle Blower Policy.pdf
Prohibition of Insider Trading	http://www.nbi-india.co.in/policies/NBI Prohibition of Insider Trading Policy.pdf
Corporate Social Responsibility Policy	http:www..nbi-india.co.in/policies/NBI CSR Policv.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.

Â	For and on behalf of the Board
Place: Kolkata	Â
Â	(Ashok Bhandari)
Dated: 30th May. 2018	Chairman
Â	DIN:00012210

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

N.B.I Industrial Finance Company Limited 21 Strand road , Kolkata - 700 001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by N.B.I Industrial Finance Company Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the N.B.l Industrial Finance Company Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by N.B.I Industrial Finance Company Limited ("the Company") for the financial year ended on 31.03.2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act. 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the  extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.Not Applicable; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board  of India Act. 1992 ('SEBI Act').-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme} Guidelines, 1999. Not Applicable;

(e) The Securites and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008. Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.Not Applicable;

(h) The Securities and Exchange Board of India {Buyback of Securities) Regulations, 1998.Not Applicable; (vi) The Other laws, as informed and certified by the management of the Company which are specifically  applicable to the Company based on their sector/industry are

a) Reserve Bank of India Act' 1934

b) Professional Tax Act

c) West Bengal Shep and Establishment Act' 1963

d) The Employees Provident Funds and Miscellaneous Provisions Act' 1952

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India . (ii) LODR as the company is listed with National Stock Exchange of India ( NSE).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

The Company has Company Secretary.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. Though the company has no Executive Director but they have Manager, CFO and CS. there was no change in the composition of the Board of Directors..

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at the Board Meetings are carried out unanimously as recorded in the Minutes of the Meeting of the Board of Directors

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place Kolkata	Signature:
Date : 30/05/2018	Name of Company Secretary in practice- Mukesh Chaturvedi
Â	ACS No. 10213
Â	C P No.:3390

Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of the director

Introduction

N.B.I. Industrial Finance Co. Ltd. (NBI) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

NBI recognizes the importance of independent directors in achieving the effectiveness of the Board. NBI aims to have an optimum combination of Non-Executive and Independent Directors.

Scope and Exclusion

This Policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

Terms and References

In this Policy, the terms shall have the following meanings: "Director" means a director appointed to the Board of the Company.

"Nomination & Remuneration Committee" means the committee constituted by NBI's Board in accordance with the provisions of Section 178 of the Companies Act, 2013.

"Independent Director" means a director referred to in Section 149(6) of the Companies Act, 2013.

Policy

Qualifications and Criteria

The Nomination & Remuneration Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's business operations.

In evaluating the suitability of individual Board members, the Committee may take into account factors such as:

• General understanding of the Company's business dynamics and social perspective;

• Educational and professional background;

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and zeal in carrying out their duties and responsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

• Shall possess a Director Identification Number (DIN);

• Shall not be disqualified under the Companies Act, 2013;

• Shall give his written consent in prescribed form to act as a Director;

• Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• Shall abide by the ethics policy established by the Company for Directors, employees and Senior Management Personnel;

• Shall disclose his concern or interest in any Company or Companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the

Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013 and other relevant laws.

The Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

Criteria of Independence

The Committee shall assess the independence of Directors at the time of appointment ' re-appointment and the Board shall assess the same annually. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by the Director.

To follow the criteria of independence as laid down in the Companies Act, 2013.

The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

Other directorships /'committee memberships

The Board members are expected to have adequate time, expertise and experience to contribute to effective Board performance. The Committee shal! take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 committees or act as Chairman of more than 5 committees across all companies in which he holds directorship.

Note: For the purpose of considering the limit of the Committees, Audit Committee and Stake holders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies. Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

Policy relating to remuneration for the directors, key managerial personnel and other employees

Introduction

N.B.I. Industrial Finance Co. Ltd. (NBI) recognizes the importance of aligning the business objectives with specific and measurable individual objectives. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

• Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate talent to run the Company successfully.

• Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

• Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals. However, there is no incentive pay at present.

Scope and Exclusion

This Policy sets out the guiding principles for the Nomination & Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personel and other employees of the Company.

Terms and References

In this Policy, the terms shall have the following meanings:

"Director" means a director appointed to the Board of the Company,

"Key Managerial Personnel" means

i) the Managing Director or Chief Executive! Officer or Manager and in their absence a Whole-time Director;

ii) the Company Secretary; iii) the Chief Financial Officer; and iv) such other officer as may be prescribed under the Companies Act, 2013

"Nomination & Remuneration Committee" means the committee constituted by NBI's Board in accordance with the provisions of Section 178 of the Companies Act, 2013.

Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Executive and Non-Executive Directors of the Company within the overall limits subject to approval by the shareholders of the Company. Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. In addition to the sitting fees the Non-Executive Directors shall be entitled to be paid their reasonable travelling, hotel and other expenses incurred for attending Board and Committee meetings or otherwise incurred in the discharge of their duties as Directors.

The Board, on the recommendation of the Nomination & Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel and other Employees of the Company. Employee individual remuneration shall be determined according to their qualifications, and work experience as well as their roles and responsibilities and shall be based on various factors such as job profile, skill sets, seniority and experience.

The remuneration structure of the Executive Directors, Key Managerial Personnel and other Employees shall mainly include the following:

a) Basic Pay

b) Perquisites and Allowances

c) Retiral Benefits

Annexure to CSR Report (Point 5(c) of the CSR Report)

CSR Project or activity identified  (1)	Sector in which the project is covered (2)	Projects or programs 1 . Local Area or other 2. Specify the State and district where projects or programs was undertaken (3)	Amount outlay(budget) Project or program wise (4)	Amount spent on the projects or programs sub-heads: 1 , Direct expenditure on projects or programs 2. Overheads (5)	Cumulative expenditure upto the reporting period (6)	Amount spent: Direct or through Implementing Agency (7)
Initiatives to promote higher education amongst girls	Promote Education	Area: Did wan a State: Rajasthan District: Nagaur	Rs.61.41 Lac	Rs.6I.41 Lac	Rs.6141 Lac	Through implementing Agency: Didwana Vikas Parishad Samity , Didwana

Annexure to the Directors' Report

Annual Report on Corporate Social Responsibility (CSR) Activities

1	A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken	The Company aims to focus on environment preservation and supporting needy people of the society for their overall upliftment. Though its social activities are to focus primarily on areas surrounding its operations, which may include people / programs which may not be so related strictly considering overall upliftment objectives. However, in its first year of implementation the Company has emphasised mainly on the promotion of higher education amongst the girls by supporting construction of a college building in the town Didwana under the name of "Shree Bangur Mahila Mahavidhyaiaya" in collaboration with Didwana Vikas Parishad Samty for higher education of girls.
2	The Composition of the CSR Committee	CSR Committee comprises of two Independent Directors and two Non-Executive Directors as under: 1. Shri R.N. Mundhra - Chairman 2. Shri B.L. Surana — Member 3. Shri B.L. Gaggar - Member 4. Shri J.P. Mundra- Member
3	Average net profit of the company for the last three financial years	Rs.3065.73 Lac
4	Prescribed CSR Expenditure (two percent of the amount as in item 3 above)	The prescribed CSR Expenditure requirement for the FY 2017-18 is Rs.61.32 Lac. The amount allocated i.e Rs 61.41 Lac is higher than 2% of the average net profit of the Company for the preceding three financial years.
5	Details of CSR spent during the financial year	Â
a	Total amount to be spent for the financial year	Rs.61.32 Lac
b	Amount unspent, if any	NIL ;
c	Manner in which the amount spent during the financial year	The manner in which the amount is spent is annexed
6	In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Directors" Report	Not Applicable
7	A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company	The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

 

Place: Kolkata	For N.B.I. Industrial	Finance Co. Ltd.
Date: 30th May. 2018	J.P. Mundra	R.N. Mundhra
Â	Director	Chairman of
Â	Â	CSR Committee
Â	D1N:00630475	DIN: 00424392

Corporate Social Responsibility Policy (CSR Policy)

N.B.I. Industrial Finance Company Limited (NBI) believes that for its operation and growth to be sustainable, it has to be responsible. Its progress is thus underlined by strict adherence to environment preservation, social upliftment etc. NB1 believes in making social development as an integral part of its business activities so as to bring about a meaningful change in the lives of people associated with it. NBI considers social responsibility as a voluntary act rather than an additional activity mandated by statute.

NBI has in line with / in conformity with the statutory requirement, prepared its CSR Policy. NBI will maintain that all the activities that will be undertaken by it will be in accordance with the policy and that the projects and activities that will be undertaken are in full compliance with Schedule VII of the Companies Act, 2013.

The contents of NBl's CSR Policy are given below:-

1. Vision, Objective and Scope of the Policy

NBI Programmes will focus supporting needy people of the society for their overall upliftment. Though its social activities will be focusing primarily on areas surrounding its operations, it may include people / programs which may not be so related strictly considering overall upiiftment objectives.

2. Mandate of Corporate Social Responsibility

NBI is committed to spend 2% of its Average Net Profits of last three years as defined in the Rules towards its social initiatives.

3. Board Committee

The CSR Committee of the Board will oversee the social activities to be undertaken by the Company.

4. Identification of Projects and Modalities of Project Execution

The projects to be undertaken by the Company shall conform to the guidelines formulated or laid down by the Government from time to time under Schedule VII to the Companies Act. 2013.

5. Organisational Mechanism

NBI will seek assistance of outside agencies and/or collaborative partnerships may be formed with like-minded stakeholders in order to widen the Company's reach in implementing its CSR Policy.

6. Implementation

CSR Committee of the Board is entrusted with implementing the social activities ' initiatives and establishing a monitoring mechanism in line with the policy of the company.

7. Budget-CSR Corpus

NBI will allocate necessary budget after the beginning of relevant accounting year for social initiatives. Fund allocation for various activities will be made on suitable and/or progressive basis.

8. Performance Management

NBI will adopt a suitable approach for measuring the actual performance of the projects undertaken and Audit Committee of the Board of the Company shall review the performance.

9. Information Dissemination and Policy Communication

The Company's engagement in this domain shall be disseminated on its website and through its Annual Reports etc.

10. Management Commitment

Our Board of Directors, Management and all of employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterised by a willingness to build a society that works for everyone. This is the cornerstone of our CSR Policy.

11. Review of Policy

CSR Committee of the Board of N.B.I. Industrial Finance Company Limited will review the policy from time to time based on the changing needs and aspirations of the target beneficiaries and make suitable modifications as may be necessary.

Place: Kolkata	For NBJ IndustriaJ Finance Co. Ltd.
Date: 30th May, 2018	Â	Â
Â	J.P. Mundra	R.N. Mundhra
Â	Director	Chairman of
Â	Â	CSR Committee
Â	DIN:00630475	DIN: 00424392

Form No.MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12( 1) of the Companies (Management and Administration") Rules. 2014

I	REGISTRATION AND OTHER DETAILS	Â
i)	CIN	L65923WB1936PLC065596
ii)	Registration Date	21st December, 1936
iii)	Name of the Company	N.B.I. Industrial Finance Company Limited
iv)	Category ' Sub-Category of the Company	Public Company /' Limited by Shares
v)	Address of the Registered Office and contact details	21 , Strand Road, Kolkata - 700 001 Tel: [phone] (3 Lines), [phone] Fax: [phone]
vi)	Whether listed Company	Yes
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	Maheshwari Datamatics Pvt. Ltd. 23, R.N. Mukherjee Road, 5lh Floor, Kolkata -700 001 Tel: [phone] Email: [email protected]
II	PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY	Â
Â	All the business activities contributing 10% or more of the total turnover of the Company

 

Â	Name and Description of main products / services	NIC Code of the products / services	% of total turnover of the Company
Â	NBFC Activity	9971	100%

 

III	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES	None
IV	SHARE HOLDING PATTERN (Equity Share Breakup as percentage of Total Equity)	Â
i)	Category-wise Shareholding	As per Attachment A
ii)	Shareholding of Promoters	As per Attachment B
iii)	Change in Promoters' Shareholding	As per Attachment C
iv)	Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)	As per Attachment D
v)	Shareholding of Directors and Key Managerial Personnel	None of the Directors and Key Managerial Personnel holds any share in the Company.
V	INDEBTEDNESS	Â
Â	Indebtedness of the Company including interest outstanding •' accrued but not due for payment	As per Attachment E
VI	REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL	Â
A	Remuneration to MD/WTD and/or Manager	As per Attachment F
B	Remuneration to other Directors	As per Attachment G
C	Remuneration to Key Managerial Personnel other than MD/WTD/Manager	Included in remuneration of Manager in Attachment F. However remuneration of Company Secretary is provided in Attachment H.
VII	PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES	None

Attachment A

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise. Share Holding

Category- of Shareholders	No of Shares held at the beginning of the >ear [As on 0l-April-2017]				No of Shares held at the end of the \ear [As On 3l-March-20l8]**				% change during the Year
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/ HUF	166339	0	166339	135411	208200	0	208200	84744	-5.0667
b) Central Govt	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) State Govt(s)	Â	Â	Â	Â	Â	Â	Â	Â	Â
d) Bodies Corporate	570758	0	570758	46.4634	1266004	0	1266004	51 5305	50671
e) Banks/FI	Â	Â	Â	Â	Â	Â	Â	Â	Â
f) Any other	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total (A)(1)	737097	0	737097	600045	1474204	0	1474204	60.0049	0 0004
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) NRIs - Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
b) Other- Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) Bodies Corporate	Â	Â	Â	Â	Â	Â	Â	Â	Â
d) Banks/FI	Â	Â	Â	Â	Â	Â	Â	Â	Â
e) Any other	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total (A)(2)	0	0	0	0.0000	0	0	0	00000	00000
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
Total shareholding of Promoter (A)=	737097	0	737097	60 0045	1474204	0	1474204	600049	0.0004
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1 . Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
b) Banks/FI	0	792	792	00645	0	1584	1584	0 0645	0.0000
c) Central Govt	0	7	7	0 0006	0	14	14	00006	00000
d) State Govt(s)	Â	Â	Â	Â	Â	Â	Â	Â	Â
e) Venture Capital Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
f) Insurance Companies	Â	Â	Â	Â	Â	Â	Â	Â	Â
g)FIIs	Â	Â	Â	Â	Â	Â	Â	Â	Â
h) Foreign Venture Capital Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Others (specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total(B)(1):-	0	799	799	00651	0	1593	1598	00651	0 0000
2. Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corporate	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Indian	152276	17539	169S15	13,8240	304492	13404	317896	12.9394	-08846
n) Overseas	Â	Â	Â	Â	Â	Â	Â	Â	Â
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	62056	218I40	280196	22 8098	159010	372608	531618	21.6386	-1 1712
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	40196	0	40196	32722	107346	0	107346	4 3693	1 0971
c) Others (Specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Non Resident Indians	5	0	5	0.0004	1212	0	1212	00493	00489
Qualified Foreign Investor	Â	Â	Â	Â	Â	Â	Â	Â	Â
Custodian of Enemy Property	Â	Â	Â	Â	Â	Â	Â	Â	Â
Foreign Nationals	Â	Â	Â	Â	Â	Â	Â	Â	Â
Clearing Members	295	0	295	0.0240	1732	0	1732	0 0705	00465
Trusts	Â	Â	Â	Â	Â	Â	Â	Â	Â
Foreign Bodies-D R	Â	Â	Â	Â	Â	Â	Â	Â	Â
Foreign Portfolio Investors	Â	Â	Â	Â	Â	Â	Â	Â	Â
NBFCs Registered with RBI	0	0	0	0.0000	21200	0	21200	O.S629	0 8629
Employee Trusts	Â	Â	Â	Â	Â	Â	Â	Â	Â
Domestic Corporate Unclaimed Shares Account	Â	Â	Â	Â	Â	Â	Â	Â	Â
Investor Education and Protection Fund Authority	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total(B)(2):-	254828	235679	490507	39 9304	594992	386012	981004	399300	-0.0004
Total Public Shareholding (B)=(B)(1)+ (B)(2)	254828	236478	491306	39.9955	594992	387610	9S2602	399951	-0.0004
C. Shares held by Custodian for CDRs & ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â
Grand Total (A+B+C)	991925	236478	1228403	100 0000	2069196	3S7610	2456806	1000000	0.0000

N B- approximation is due to decimal.

* consequent upon change of Face Value of shares from Rs 10/- each to Rs.5/-each w.e f 09.12.2017

Attachment B		Â	Â	Â	Â	Â	Â	Â
ii) Shareholding of Promotcrs-		Â	Â	Â	Â	Â	Â	Â	Â
Â	Â	Shareholding at the beginning of the year [As on			Shareholding at the end of the year [As on			Â	Â
Â	Â	01/04/2017]			31/03/2018]**			% change in share holding during (he Year	Â
Sl No	Shareholder's Name	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares		PAN
1	SHREE CAPITAL SERVICES LTD.	236000	19.21	0.0000	472000	19.21	0.0000	0.0000	AAGCS5082D
2	DIGVIJAY FINLEASE LTD.	235739	19.19	0.0000	471478	19.19	0.0000	0.0000	AAACD6998D
3	BENU GOPAL BANGUR *	104100	8.47	0.0000	200	0.01	0.0000	-8.4600	ADRPB5687N
4	PRASHANT BANGUR*	0	0.00	0.0000	208000	8.46	0.0000	8.4600	AHAPB4776F
5	THE D1DWANA INVESTMENT CO. LTD.	65394	5.32	0.0000	130788	5.32	0.0000	0.0000	AABCT1524C
6	ASISH CREATIONS PVT. LTD.	62239	5.07	0.0000	124478	5.07	0.0000	5.0700	AADCA3805D
7	MANNAKRISHNA INVESTMENTS PVT. LTD.	25000	2.04	0.0000	50000	"2.04	0.0000	0.0000	AACCM2323H
8	WESTERN INDIA COMMERCIAL CO. LTD.	8625	0.70	0.0000	17250	0.70	0.0000	0.0000	AAACW2354C
9	THE VENKTESH CO. LTD.	0	0.00	0.0000	2	0.00	0.0000	0.0000	AAACT9722F
10	NEWA INVESTMENTS PVT. LTD.	0	0.00	0.0000	2	0.00	0.0000	0.0000	AAACN8961G
11	RAJESH VANIJYA PVT. LTD.	0	0.00	0.0000	2	0.00	0.0000	0.0000	AABCR63I6C
12	DIDU INVESTMENTS PVT. LTD.	0	0.00	0.0000	2	0.00	0.0000	0.0000	AABCD1810F
13	RAGINI F1NANCE LIMITED TOTAL	0	0.00	0.0000	2	0.00	0.0000	0.0000	AABCR232IR
		737097	60.00	0.0000	1474204	60.00	0.0000	0.0000
Â	1		Â	Â		Â	i		Â
*208000 shares (post stock-split) were held by Shri Benu Gopul Bangur (Promoter) for which the Beneficial Interest was held by Shree Venktesh Ayurvedic Aushdhalaya (Charitable Institution).
Consequent upon transfer of registered ownership, the same arc now held by Shri Prashant Bangur(Promoter) for which Beneficial Interest continues to be held by Shree Venktesh									Â
Ayurvedic Aushdhalaya (Charitable Institution).		Â	Â	Â	Â	Â	Â	Â	Â

 

Attachment C
In Change in Promoters' Shareholding ( please specify, if there is no change)
Â	Â	Shareholding at the beginning		Cumulative Shareholding		Â
Â	Â	[01.04.2017] end of the year 31.03.2018		during the year [01 04 2017 to 31.03.2018]		Â
SI No	Name	No. of shares	% of total Shares of the company	No. of shares	% of total shares of the company	PAN
1	DIGVIJAY FINLEASE LTD	Â	Â	Â	Â	AAACD6998D
Â	01.04.2017	235739	19,1907	Â	Â	Â
Â	5 12--20I7 - Increase on stock-split	235739	9.595,3	471478	19,1907	Â
Â	31.03.2018	471478	19,1907	471478	19.1907	Â
2	NLWA INVESTMENTS PVT LTD	Â	Â	Â	Â	AAACN8961C
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	11.09.2017- Transfer	1	0.0000	Â	Â	Â
Â	15.12.20 17 - Increase on stock-split	2	0.0001	2	0.0001	Â
Â	31.03.2018	2	0.0001	2	0.0001	Â
3	IIIL VENKTESH CO LTD	Â	Â	Â	Â	AAACT9722P
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	11. 09.2017 - Transfer	1	0.0000	Â	Â	Â
Â	5. 12.2017 - Increase on stock-split	2	0.0001	2	0.0001	Â
Â	31.03.2018	2	0,0001	2	0.0001	Â
4	WESTERN INDIA COMMERCIAL CO LTD	Â	Â	Â	Â	AAACW2354C.
Â	01.04.20I7	S625	0.7021	Â	Â	Â
Â	15.12.2017 - Increase on stock-split	8025	0.3511	17250	0 7021	Â
Â	31.03.2018	17250	0.7021	17250	0.7021	Â
5	DIDI INVESTMENTS PVT LTD	Â	Â	Â	Â	AABCD1810F
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	11.09.2017 - Transfer	1	0.0000	Â	Â	Â
Â	15.12.2017 - Increase on stock-split	-	0.0001	2	0.0001	Â
Â	31.03.2018	2	0.0001	2	0.0001	Â
o	RAG1NI FINANCE LIMITED	Â	Â	Â	Â	AABCR2321R
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	11.09.20I7 - 'Transfer	1	0.0000	Â	Â	Â
Â	15.12.2017 - Increase on stock-split	2	0.0001	2	0.0001	Â
Â	31. 03 2018	2	0.0001	-	0..0001	Â
7	RAJESH ANIJYA P LTD	Â	Â	Â	Â	AABCR6316C
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	11.09.2017 - Transfer	1	0.0000	Â	Â	Â
Â	15.12.2017 - Increase on .stock-split	2	0.0001	2	0.0001	Â
Â	31.03.2018	2	0.0001	2	0.0001	Â
Â	IIIL DIDWANA INVESTMENT COMPANY	Â	Â	Â	Â	Â
8	LIMITED	Â	Â	Â	Â	AABCT1524C
Â	01.04.2017	05394	5.3235	Â	Â	Â
Â	15.12.2017- Increase on stock-split	65394	2.6617	130788	53235	Â
Â	31.03.2018	130788	5.3235	130788	5.3235	Â
Â	MANNAKRlSHNA INVESTMENT PVT	Â	Â	Â	Â	Â
9	IID	Â	Â	Â	Â	AACCM12323H
Â	01.04.2017	25000	2.0352	Â	Â	Â
Â	15.12.2017 - Increase on stock-split	25000	1.0I76	50000	2.0352	Â
Â	31.03.2018	50000	2.0352	50000	2.0352	Â

 

iii) Change in Promoters' Shareholding (please specify, if there is no change)
Â	Â	Shareholding at the beginning [01/04/2017]/end of the year [31/03/2018]		Cumulative Shareholding during the year [01/04/2017 to 31/03/2018]		PAN
SI No	Name	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
10	ASISH CREATIONS PRIVATE LIMITED	Â	Â	Â	Â	AADCA3805D
Â	01/04/2017	62239	5.0667	Â	Â	Â
Â	15/12/2017 - Increase on stock-split	62239	2.5333	124478	5.0667	Â
Â	31/03/2018	124478	5.0667	124478	5.0667	Â
Â	Â	Â	Â	Â	Â	Â
11	SHREE CAPITAL SERVICES LTD	Â	Â	Â	Â	AAGCS5082D
Â	01/04/2017	236000	19.2119	Â	Â	Â
Â	15/12/2017 - Increase on stock-split	236000	9.6060	472000	19.2119	Â
Â	31/03/2018	472000	19.2119	472000	19.2119	Â
Â	Â	Â	Â	Â	Â	Â
12	BENU GOPAL BANGUR	Â	Â	Â	Â	ADRPB5687N
Â	01/04/2017	104100	8.4744	Â	Â	Â
Â	15/12/2017 - Increase on stock-split	104100	4.2372	208200	8.4744	Â
Â	30/03/2018 -Transfer	-208000	8.4663	200	0.0081	Â
Â	31/03/2018	200	0.0081	200	0.0081	Â
Â	Â	Â	Â	Â	Â	Â
13	PRASHANT BANGUR*	Â	Â	Â	Â	AHAPB4776F
Â	01/04/2017	0	0.0000	Â	Â	Â
Â	30/03/2018 -Transfer	208000	8.4663	208000	8.4663	Â
Â	31/03/2018	208000	8.4663	208000	8.4663	Â
Â	Â	Â	Â	Â	Â	Â
Â	Â		Â		Â	Â
* Beneficial ownership is held by Shree Venktesh Ayurvedic Aushadhalaya (Charitable Institution).

 

Attachment D
iv) Shareholding Pattern of top ten Shareholders
pther than Directors. Promoters and Holders of GDRs and ADRs):
Â	Â	Shareholding at the		Cumulative Shareholding		Â
Â	Â	beginning [01/04/2017]/end		during the year [01/04/2017		Â
Â	Â	of the year [31/03/2018]		to 31/03/2018]		Â
Â	Â	Â	% of total	Â	% of total	Â
Â	Â	No. of	shares of the	Â	shares of the	Â
SI No	Name	shares	company	No. of shares	company	PAN
1	DHANANJAY COMMUNICATIONS PVT. LTD. #	Â	Â	Â	Â	AAACD6166D
Â	01/04/2017	5000	0.4070	Â	Â	Â
Â	26/05/2017 -Transfer	97	0.0079	5097	0.4149	Â
Â	02/06/2017 -Transfer	78	0.0063	5175	0.4213	Â
Â	09/06/2017 -Transfer	-9	0.0007	5166	0.4205	Â
Â	16/'06/2017 -Transfer	-102	0.0083	5064	0.4122	Â
Â	23/06/2017 -Transfer	-14	0.0011	5050	0.4111	Â
Â	21/07/2017 -Transfer	-1	0.0001	5049	0.4110	Â
Â	04/08/2017 - Transfer	7	0.0006	5056	0.4116	Â
Â	11/08/2017 -Transfer	1	0,0001	5057	0.4117	Â
Â	18/08/2017- Transfer	-18	0.0015	5039	0.4102	Â
Â	01/12/2017 -Transfer	162	0.0132	5201	0.4234	Â
Â	08/12/2017 -Transfer	-5000	0.4070	201	0.0164	Â
Â	15/12/2017 -Transfer	199	0.0081	400	0.0163	Â
Â	22/12/2017 -Transfer	-34	0.0014	366	0.0149	Â
Â	29/12/2017 -Transfer	-108	0.0044	258	0,0105	Â
Â	05/01/2018 -Transfer	-10	0.0004	248	0.0101	Â
Â	30/03/2018 -Transfer	73	0.0030	321	0.0131	Â
-	31/03/2018	321	0.0131	321	0.0131	Â
2	KEEN INVESTMENT AND LEASING LIMITED 01/04/2017	51688	4.2077	-	Â	AAACK7707M
Â	26/05/2017 -Transfer _	-16000	1.3025	35688	2.9052	Â
Â	02/06/2017 -Transfer	-2000	0.1628	33688	2.7424	Â
Â	15/12/2017 -Transfer	33688	1.3712	67376	2.7424	Â
Â	22/12/2017 -Transfer	8000	0.3256	75376	3.0680	Â
Â	26//01/2018 -Transfer	21346	0,8689	' 96722	3.9372	Â
Â	16-02.2018 -Transfer	-1700	0.2185	95022	12.2121	Â
Â	09/03/2018 -Transfer	1700	0.0692	96722	3.9369	Â
-	3l/03/2018	96722	3.9369	96722	3.9369	Â
3	MAN MADE FIBRES PRIVATE LIMITED	-	-	Â	Â	AAACM3042R
Â	01/04/2017	65950	5.3688	Â	Â	Â
Â	03/11/2017 -Transfer	-10000	0.8141	55950	4.5547	Â
Â	15/12/2017 -Transfer	67950	2.7658	123900	5.0431	Â
Â	26/01/2018 -Transfer	8000	0.3257	131900	5.3692	Â
Â	31/03/2018	131900	5.3688	131900	5.3688	Â
4	RESHAM RESHA PVT LTD*	Â	Â	Â	Â	A.AACR5056L
Â	01/04/2017	4500	0,3663	Â	Â	Â
Â	26-05.2017 -Transfer _	5500	0.4477	10000	0.8141	Â
Â	08/12/2017 -Transfer	5000	0.4070	15000	1.2211	Â
Â	15/12/2017 -Transfer	19000	0.7734	34000	1.3839	Â
Â	22/12/2017- Transfer	12000	0.4884	46000	1.8723	Â
Â	26/01/2018 -Transfer	-19646	0.7997	26354	1.0728	Â
Â	16/02/2018 -Transfer	-1300	0.167	25054	3.2199	Â
Â	09/03/2018 -Transfer	1300	0.0529	26354	1.0727	Â
___	31/03/2018	26354	1.0727	26354	1.0727	Â
5	EXPLICIT FINANCE LIMITED	Â	Â	Â	Â	AAACS5604B
Â	01/04/2017	0	0.0000	Â	Â	Â

 

iv) Shareholding Pattern of top ten Shareholders			Â	Â
(Other than Directors. Promoters and Holders of GDRs and ADRs):				Â
Â	Â	Shareholding at the beginning [01/04/2017]/end of the year [31/03/2018]		Cumulative Shareholding during the year [01/'04/2017 to 31/03/2018]		Â
SI No	Name	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company	PAN
Â	03/11/2017 -Transfer	10000	0.8141	10000	0.8141	Â
Â	5/12/2017 -Transfer	-10000	0.4070	0	0.0000	Â
Â	31/03/2018	0	0.0000	0	0.0000	Â
Â	Â	Â	Â	Â	Â	Â
6	RAJK.UMAR SATYANARAYAN NEVATIA #	Â	Â	Â	Â	AAAHR3254B
Â	01/04/2017	5000	0.4070	Â	Â	Â
Â	5 12/2017 -Transfer	5000	0.2035	10000	0.4070	Â
Â	16/02/2018 -Transfer	-10000	1.2852	0	0.0000	Â
Â	31/'03/2018	0	0.0000	0	0.0000	Â
Â	Â	Â	Â	Â	Â	Â
7	MAHENDRA GIRDHARTLAL	Â	Â	Â	Â	AAAPW1327L
Â	01/04/2017	40196	3.2722	Â	Â	Â
Â	14/04/2017 -Transfer	-200	0.0163	39996	3.2559	Â
Â	21/04/2017 -Transfer	-579	0.0471	39417	3.2088	Â
Â	28/04/2017 -Transfer	-80	0.0065	39337	3.2023	Â
Â	05/05/2017 -Transfer	-23	0.0019	39314	3.2004	Â
Â	16/06/2017 -Transfer	1896	0.1543	41210	3.3548	Â
Â	15/12/2017 -Transfer	41210	1.6774	82420	3,3548	Â
Â	16/02/2018 -Transfer	-82420	10,5925	0	0.0000	Â
Â	09/03/2018 -Transfer	82346	3.3518	82346	3.3518	Â
Â	31/03/2018	82346	3.3518	82346	3.3518	Â
Â	Â	Â	Â	Â	Â	Â
8	HAN1A TRADE INVEST PRIVATE LIMITED	Â	Â	Â	Â	AABCH8371F
Â	01/04/2017	2925	0.2381	Â	Â	Â
Â	15/12/2017 -Transfer	2925	0.1191	5850	0.2381	Â
Â	31/03/2018	5850	0.2381	5850	0.2381	Â
Â	Â	Â	Â	Â	Â	Â
9	PLACID LIMITED *	Â	Â	Â	Â	AABCP5447J
Â	01/04/2017	0	0.0000	Â	Â	Â
Â	02/06 /2017 -Transfer	10600	0.8629	10600	0.8629	Â
Â	15/12/2017 -Transfer	10600	0.4315	21200	0.8629	Â
Â	31/03/2018	21200	0.8629	21200	0.8629	Â
Â	Â	Â	Â	Â	Â	Â
10	PRIDE FINANCIAL SERVICES PVT. LTD. #	Â	Â	Â	Â	AACCP6539L
Â	01/04/2017	6000	0.4884	Â	Â	Â
Â	15/12/2017 -Transfer	6000	0.2442	12000	0.4884	Â
Â	22/12/2017 -Transfer	-12000	0.4884	0	0.0000	Â
Â	31/03/2018	0	0.0000	0	0.0000	Â
Â	Â	Â	Â	Â	Â	Â
11	SM SHLTI SEVA PRIVATE LIMITED *	Â	Â	Â	Â	AAECS3179F
Â	01:04/2017	3796	0.3090	Â	Â	Â
Â	26/05/2017 -Transfer	6500	0.5291	10296	0.8382	Â
Â	15/12/2017- Transfer	14296	0.5819	24592	1,0010	Â
Â	26/01/2018 -Transfer	-700	0.0285	23892	0.9726	Â
Â	16/02/2018 -Transfer	-1300	0.1671	22592	2.9035	Â
Â	09/03/2018 -Transfer	1300	0.0529	23892	0.9725	Â
Â	31/03/2018	23892	0.9725	23892	0.9725	Â
Â	Â	Â	Â	Â	Â	Â
12	AJAY KUMAR *	Â	Â	Â	Â	AAJPK4I38N
Â	01/04/2017	4079	0.332	Â	Â	Â
Â	14/04/2017 -Transfer	300	0.0244	4379	0.3565	Â
Â	28.04/2017 - Transfer	100	0.008	4479	0.3646	Â

 

iv) shareholding Pattern of top ten Shareholders (Other than Directors. Promoters and Holders of 'GDRs. and ADRs):
Â	Â	Shareholding at the beginning [01/04/2017| end of the year [31-03 2018]		Cumulative Shareholding during the year [01-04 2017 to 31 03 2018]		PAN
s| V.	Name	No. of shares	% of total shares of the company	No. ot shares	% of total shares of the company
Â	23.06.2017 - Transfer	200	0.0163	4674	0.3809	Â
Â	30.06.2017 - Transfer	100	0.0081	4774	0.3890	Â
Â	21.07.2017 - Transfer	04	0.0052	4843	0.3943	Â
Â	04.08.2017--Transfer	78	0.0063	4921	0.4006	Â
Â	15.12 2017 - Transfer	4921	0.2003	9842	0.4006	Â
Â	16.02.2018 - Transfer	-9250	1.I888	592	0.0761	Â
Â	09 03 2018 - Transfer	9250	0.3765	4842	0.4006	Â
Â	30.03.2018 - Transfer	294	0.0120	10136	0.4126	Â
Â	31.03.2018	10136	0.4126	10136	0.4126	Â
13	RITA PAVANKUMAR*	Â	Â	Â	Â	AAJPR6424J
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	22.12 2017 - Transfer	18000	0.7327	18000	0.7327	Â
Â	19.01-2018 - Transfer	6000	0.2442	24000	0.9770	Â
Â	26-01-2018 - Transfer	-9000	0.3664	15000	0.6106	Â
Â	23 02 2018 - Transfer	10000	1.2693	25000	3.1731	Â
Â	31.03.2018	25000	1.0176	25000	1.0176	Â
14	PAVANKUMAR SANWARMAL	Â	Â	Â	Â	ABEPS2125B
Â	01.04.2017	0000	0.8141	Â	Â	Â
Â	02.06.2017 - Transfer	2000	0.1628	12000	0.9769	Â
Â	15.12 2017 - Transfer	12000	0.4884	24000	0 9769	Â
Â	22.12. 2017 - Transfer	-18000	0.7327	6000	0.2442	Â
Â	19.01.2018- Transfer	-6000	0.2442	0	0.0000	Â
Â	31.03.2018	0	0.0000	0	0.0000	Â
15	SHRI VIRENDRAA BANGUR	Â	Â	Â	Â	AELPB5548M
Â	01.04.2017	3700	0.3012	Â	Â	Â
Â	15.12.2017 - Transter	3700	0.1506	7400	0.3012	Â
Â	31.03. 2018	7400	0.3012	7400	0.3012	Â
16	MEENAKSHI BANGUR	Â	Â	Â	Â	AGNPB6137C
Â	01.04. 2017	6000	0.48S4	Â	Â	Â
Â	23.06.2017 - Transfer	-20	0.0016	598(	0.4868	Â
Â	15.12. 2017 - Transfer	5980	0.2434	1I960	0.4868	Â
Â	16.02.2018 - Transfer	-11960	1.5371	(	0.0000	Â
Â	09-03-2018 - Transfer	11960	0.4868	11960	0.4868	Â
Â	31 03 2018	1 1960	0.4868	11960	0.4868	Â
17	SURBHI SHREEYASH BANGUR	Â	Â	Â	Â	AHVPD97031
Â	01.04.2017	0	0.0000	Â	Â	Â
Â	23.06.2017 - Transfer	6000	0.4884	60()(	0.4884	Â
Â	15.12.2017- Transfer	6000	0.2442	1200(	()4884	Â
Â	29.12.2017- Transfer	-XI 1	0.0330	11189	0 4554	Â
Â	19. 01. 2018 - Transfer	-169	0.0069	11020	()4486	Â
Â	31 03 2018	1 102(	0.4485	11020	0.448:	Â
18	PLACID LIMITED#	Â	Â	Â	Â	D00334
Â	01.04.2017	10600	0.8629	Â	Â	Â
Â	02.06.2017 - Transfer	-10600	0.8629	(	0.0000	Â
Â	31.03. 2018	(	0.0000	(	0.0000	Â

 

iv) Shareholding Pattern of top ten Shareholders			Â			Â
(Other than Directors. Promoters and Holders of GDRs and ADRs):						Â
Â	Â	Shareholding at the beginning [01/04-2017]/end of the year [31/03/2018]		Cumulative Shareholding during the year [01-04-2017 to 31/03/2018]		PAN
SI No	Name	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
19	SAURABH BANGUR	Â	Â	Â	Â	S01141
	01/04/2017	4000	0.3256	Â
Â	15/12/2017 -Transfer	4000	0.1628	8000	0.3256	Â
Â	31/03/2018	8000	0.3256	8000	0.3256	Â
20	SMT. SURBHI BANGUR #	Â	Â	Â	Â	S01166
Â	01/04/2017	6000	0.4884	Â	Â	Â
Â	23/06/2017 -Transfer	-6000	0.4884	0	0.0000 0.0000	Â
Â	31/03.2018	0	0.0000	0
Â	Â	Â	Â	Â	Â	Â
* Not in the list of Top 10 shareholders as on 01/04/2017 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 3 1/03/2018.
if	Ceased to be in the list of Top 10 shareholders as on 31/03/2018. The same is reflected above since the shareholder as one of the Top 10 shareholders as on 01/04,2017.

Attachment E

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness as at the beginning of the financial year (01.04.2017)	Â	Â	Â	Â
i) Principal Amount	-	-		-
ii)Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	-	-	-	.
Change in Indebtedness during the financial year	Â	Â	Â	Â
Addition	-	-	-	-
Reduction	-	-	-	-
Net Change	-	-	-	.
Indebtedness as at the end of the financial year (31.03.2018)	Â	Â	Â	Â
i)Principal Amount	-	-	-	.
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	-	-	1

Attachment F

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of MD/WTD and/or Manager (also CFO)

SI. No.	Particulars of Remuneration	S.P, Kumar	Total Amount (?)
1	Gross Salary	Â	Â
Â	a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	896,442	896,442
Â	b) Value of perquisites u/s 17(2) of the Income Tax Act. 1961	-	-
Â	c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961	-	-
2 , Stock Option		-	-
3	Sweat Equity	-	-
4	Commission	Â	Â
Â	as % of profit	-	-
Â	Others	-	-
5	Others	-	-
Â	TOTAL (A)	896,442	896,442
Â	Ceiling as per the Act	Rs. 19.66 Lacs (being 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013)

Attachment G

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other Directors

SI. No.	Particulars of Remuneration	Ashok Bhandari	Ram Narain Mundhra	Bankat Lal Gaggar	Jagdish Prasad Mundra	Babu Lal Surana	Riya Puja Jain	Total Amount
1	Independent Directors	Â	Â	Â	Â	Â	Â	Â
Â	• Fee for attending board / committee meetings	Â	14,100	Â	Â	14,100	Â	28,200
Â	• Commission		Â	-	-	-	-	-
Â	• Others		_	-	-	-	.	I
Â	TOTAL (1)	-	14,100	-	-	14,100	-	28,200
2	Other Non-Executive Directors	Â	Â	Â	Â	Â	Â	Â
Â	• Fee for attending board / committee meetings	9,900	Â	10,500	13,500	Â	5,000	38,900
Â	• Commission	-	-	-	-	-	-	-
Â	• Others	-	-	-	-	-	-	-
Â	TOTAL (2)	9,900	-	10,500	13,500	-	5,000	38,900
Â	TOTAL (B)= (l)+(2)	9,900	14,100	10,500	13,500	14,100	5,000	67,100
Â	Total Managerial Remuneration	Â	Â	Â	Â	Â	Â	963,542*
Â	Overall ceiling as per the Act	Rs.43.26 Lac (being 1 % of the net profits of the Company calculated as per Section 198 of the Companies Act 2013)

*Total remuneration to Managing Directors ' Whole-time Directors / Manager and other Directors (being total of A and B)

Attachment H

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

C. Remuneration to Key Managerial Personnel other than MD/WTD/Manager i.e.Company Secretary

SI. No.	Particulars of Remuneration	Priyanka Mishra	Total Amount (Rs)
1	Gross Salary	Â	Â
Â	a) Salary as per provisions contained in section i 7( 1 ) of the Income Tax Act, 1961	153.600	153.600
Â	b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	-	-
Â	c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	-	-
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission	Â	Â
Â	as % of profit	-	-
Â	others	-	-
5	Others	-	-
Â	TOTAL	153,600	153,600

Disclosure pertaining to 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

i) Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year

Not Applicable, as none of the directors draw remuneration except sitting fees for Board Committee meetings.

ii) Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 13.56%.

iii) Percentage increase in the median remuneration of employees in the financial year 15.39%.

iv) Number of permanent employees on the rolls of Company 6 (Six]

v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees other than managerial personnel in 2017-18 was 14.97%. Percentage increase in the managerial remuneration for the year was 13.56%.

(i) It is hereby affirmed that the remuneration paid is as per the Remuneration Polio for directors, key managerial personnel and other employees. 

---

Mar 31, 2016

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the 81^st Annual Report of your Company together with the Audited Accounts of the Company for the year ended 31^st March, 2016.

FINANCIAL RESULTS

The summarized results of your Company are given in the table below

Â	Year ended	Year ended
Â	31.03.2016	31.03.2015
Â	.......	(Rs,)
Profit before Depreciation & Provision	33,210,769	43,034,507
Less : Depreciation	21,673	30,869
Profit before Taxation	33,189,096	43,003,638
Less : Provision for Current Tax	77,000	4,620,000
Tax relating to earlier years	(890,139)	-
Provision for Deferred Tax	(125,519)	(104,827)
Profit after Tax	34,127,754	38,488,465
Add : Balance of Profit from Previous year	24,594,960	83,804,195
Â	58,722,714	122,292,660
APPROPRIATIONS :	Â	Â
Transfer to Reserve Fund (as per RBI Guidelines)	6,825,600	7,697,700
Transfer to General Reserve	25,000,000	90,000,000
Balance Carried to Balance Sheet	26,897,114	24,594,960
Â	58,722,714	122,292,660

DIVIDEND

To further strengthen the financial position of the Company and to conserve resources your Directors have decided not to recommend dividend for the year ended 31^st March, 2016.

SHARE CAPITAL

The Company has only one class of shares - equity shares of par value Rs,10/- each. Its authorized capital as on 31^st March, 2016 was Rs,10 crore divided into 1 crore equity shares of Rs,10/- each. The paid-up equity capital of the Company stood at ^122.84 Lac as at 31^s1 March, 2016. During the year under review, the Company has not issued any shares.

TRANSFER TO RESERVES

The Board proposes to transfer Rs,68.256 Lac to Reserve Fund pursuant to RBI Guidelines, Rs,250 Lac to the General Reserve out of the amount available for appropriations and an amount of ^268.97 Lac is proposed to be retained in the Profit and Loss Account.

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Standalone total income during the year under review amounted to Rs,383.01 Lac as against Rs,493.57 Lac in the preceding year. Standalone Profit after tax stood at ^341.28 Lac as against ^384.88 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.

ASSOCIATE COMPANIES

The Venktesh Co. Ltd. and The Laxmi Salt Co. Ltd. are the associates of this company. CONSOLIDATED FINANCIAL STATEMENTS

The Company has two Associate Companies wherein it holds more than 20% of their paid-up capital. In accordance with the Companies Act, 2013 (“the Act’) read with Companies (Accounts) Rules, 2014 and Accounting Standards (AS - 21) on Consolidated Financial Statements, the audited consolidated financial statements are provided in the Annual Report.

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013, the salient features of the financial statements of the associates is set out in the prescribed form AOC - I, which forms part of the annual report and attached at the end of the Financial Statements. Separate Report on the performance and financial position of each of the associate companies is annexed forming part of this report.

PUBLIC DEPOSITS

The 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 registered under Chapter IIIB of the Reserve Bank of India Act, 1934 (2 of 1934) provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract / arrangement / transaction 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 which is disclosed suitably in Notes to Accounts.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal control procedures commensurate with its size and nature of its business. The Company has appointed internal auditors who review the internal financial control system. The Audit Committee reviews the reports of the internal auditors and ensures implementation of their suggestion and improvement. During the year, no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Audit Committee ensures that risks to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Shri Bankat Lai Gaggar (D1N:00404123) and Smt. Riya Puja Jain (DIN:01559454), Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends their re-appointment and accordingly resolutions seeking approval of the members for their re-appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Shri Ram Narain Mundhra and Shri Babu Lai Surana are the Independent Directors of the Company.

The Company has received declarations from both the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has practice of conducting familiarization program for the independent directors.

Shri S.P. Kumar is the Manager and Chief Financial Officer of the Company.

Priyanka Mishra a qualified Company Secretary has been appointed as Company Secretary effective 1^st June, 2016. She has also been designated to act as the Compliance Officer of the Company.

BOARD EVALUATION

The performance evaluation of the Board, its Committees and Individual Directors was conducted after seeking inputs from all directors on the basis of criteria such as the composition and structure, effectiveness of processes, functioning etc.

The Independent Directors held a separate meeting, which reviewed the performance of no independent directors and the Board as a whole, took into account the views of non-executive 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 / support to management outside the Board / Committee meetings.

Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities

- Board structure and composition

- 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.

AUDITORS AND AUDITORS’ REPORT

M/s Lakhotia & Co., Chartered Accountants having Firm Registration No.313l49E, who are Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, members are required to ratify the appointment of M/s Lakhotia & Co. as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the next AGM.

The Company has received a certificate from M/s Lakhotia & Co. to the effect that their re-appointment, if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013 and that they are not disqualified from being re-appointed as auditors.

The report of the Auditors is self-explanatory and does not call for any further comments.

SECRETARIAL AUDIT REPORT

The Secretarial Audit for the financial year 2015-16 has been conducted by Shri Mukesh Chaturvedi, Practising Company Secretary. The Secretarial Audit Report for the financial year ended 31^st March, 2016 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or clarification from the Board except for comment of not having a Company Secretary. The Company was not able to appoint a Company

Secretary till 31^s'' March, 2016 as it could not find a suitable candidate fitting in its overall criteria. However, Priyanka Mishra a qualified Company Secretary has since been appointed as Company Secretary w.e.f 1^st June, 2016.

MEETINGS OF THE BOARD

Seven meetings of the Board and One meeting of Independent Directors were held during the year. The intervening gap between the meetings of the Board was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board of Directors and comprises two Independent Directors namely Shri Ram Narain Mundhra (Chairman) and Shri Babu Lai Surana and Shri Jagdish Prasad Mundra as other member.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has established a ‘VIGIL MECHANISM’ for Directors and Employees to report concerns of unethical behavior, actual or suspected, or violation of Company’s ethics policy and provide safeguard against victimization of employees.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted by the Board of Directors consisting of two Independent Directors namely Shri Ram Narain Mundhra and Shri Babu Lai Surana and one Non-Executive Director namely Shri Ashok Bhandari.

REMUNERATION POLICY

The Board in consultation with the Nomination & Remuneration Committee has framed a Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of a director which is annexed hereto and forms part of this Report and Policy relating to remuneration for the directors, key managerial personnel and other employees is also annexed hereto and forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013, Stakeholders Relationship Committee was constituted by the Board consisting of Directors Shri Ashok Bhandari and Shri Bankat Lai Gaggar for the purpose of attending to investors’ grievances including transfer / transmission of shares of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 is annexed hereto in the prescribed form and forms part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant & material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:

i) in preparation of the Annual Accounts for the financial year 2015-16, 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 that period;

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 for the period ended 31^st March, 2016 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 were operating properly;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company since the net profit of the company excluding dividend income is less than rupees five crores.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 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 is annexed hereto forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has no manufacturing activity, particulars 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.

There were no foreign exchange earnings and outgo during the year.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has executed Listing Agreement with National Stock Exchange of India Limited where the Company has applied for listing of its securities as The Delhi Stock Exchange Limited where the securities of the Company were earlier listed has been derecognized by SEBI.

CORPORATE GOVERNANCE

In terms of the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance for fiscal 2016 is not applicable to the Company, The Company will start compliance thereof within 6 months of the same being applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis as set out hereunder and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inclusion of Business Responsibility Report as part of the Annual! Report is not applicable to the Company.

CODE OF CONDUCT

Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presently not applicable to the Company. However the Company has voluntarily complied with the regulation by framing Code of Business Conduct and Ethics (“Code of Conduct’). The Code of Conduct is applicable to the employees including directors of the Company and is available on the Company’s website.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Policy also includes code of practices and procedures for fair disclosure of unpublished price sensitive information, initial and continual disclosure. The Board reviews the Policy / Code on a need-to-know basis. This Policy is available on our website.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The familiarization program is available on our website.

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/NBI_Appointment_Policy.pdf
	Â
Archival Policy for Website content	http://www.nbi-india.co.in/policies/NBI_Archival_Policy.pdf
	Â
Policy on Determination of Materiality	http://www.nbi-india.co.in/policies/NBI_Determination_of_Materiality.pdf
Familiarization Program for Independent Directors	http://www.nbi-india.co.in/policies/NBI_Familiarisation_Program.pdf

 

Insider Trading Code	http://www.nbi-india.co.in/policies/NBI_Insider_Trading_Code.pdf
	Â
Policy for Determining Material Subsidiary	http://www.nbi-india.co.in/policies/NBI_Material_Subsidiary.pdf
	Â
Related Party Transactions Policy	http://www.nbi-india.co.in/policies/NBI_Related_Party_Transactions_Policy.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
	Â
Vigil Mechanism and Whistle Blower Policy	http://www.nbi-india.co.in/policies/NBI_Whistle_Blower_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 behalf of the Board

Place: Kolkata (JImWUNDRA) (B.L. GAGGAR)

Dated: 30^th May, 2016 DIN:00630475 DIN:00404123

Directors

---

Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 79th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

	Year Ended 31.03.2014 (Rs.)	Year Ended 31.03.2013 (Rs.)
Profit before Depreciation & Provision	24,303,543	12,052,382
Less : Depreciation	20,776	10,418
Profit before Taxation	24,282,767	12,041,964
Less : Provision for Current Tax	—	_
Tax relating to earlier years	(116,801)	(3,940)
Provision for Deferred Tax	(84,449)	1,443
Profit after Tax	24,484,017	12,044,461
Add : Balance of Profit from Previous year	64,216,978	54,581,417
APPROPRIATIONS:	88,700,995	66,625,878
Transfer to Reserve Fund (as per RBI Guidelines)	4,896,800	2,408,900
Balance Carried to Balance Sheet	83,804,195	64,216,978
	88,700,995	66,625,878

DIVIDEND: --

To further strengthen the financial position of the Company and to conserve resources your Directors have decided not to recommend dividend for the year ended 31st March, 2014.

REVIEW OF OPERATIONS:

Total income during the year under review amounted to X 289.65 Lac as against 1174.75 Lac in the preceding year. The Company continues to remain registered as a Non-Banking Financial Company with the Reserve Bank of India.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Shri Bankat Lai Gaggar (DIN:00404123), a Director of the Company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS AND AUDITORS’ REPORT

M/s Lakhotia & Co., Chartered Accountants having Firm Registration No.313149E, who are Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s Lakhotia & Co. as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the Eighty Second AGM to be held in the year 2017, subject to ratification by the members of their appointment at every AGM.

The Company has received a certificate from M/s Lakhotia & Co. to the effect that their reappointment, if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013 and that they are not disqualified from being for re-appointed as auditors.

The report of the Auditors is self-explanatory and does not call for any further comments.

SECRETARIAL AUDIT REPORT

The Companies Act, 2013 has mandated every listed public company to have secretarial audit conducted by a practicing Company Secretary. Necessary proposal has been included in the agenda of the Notice for approval of the members.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF REMUNERATION:

None of the employees is drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since the Company has no manufacturing activity, the requirements of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There were no foreign exchange earnings and outgo during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 the Company at the end of the financial year and of the profit of the Company for that period ;

iii) the Directors have 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 for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the period ended 31st March, 2014 on a going concern basis.

OTHER PARTICULARS:

Copy of Compliance Certificate from a Secretary (in-Whole-time-Practice) is attached.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the support the Company continues t receive from its Bankers and Shareholders and acknowledge the valuable contribution from the employees of the Company.

For and on behalf of the Board

Place: Kolkata (J.P MUNDRA) (B.L. GAGGAR)

Dated: 29th May, 2014 Directors

---

Mar 31, 2013

TO THE SHAREHOLDERS

FINANCIAL RESULTS:

	Year ended 31.03.2013 Rs.	Year ended 31.03.2012 Rs.
Profit before Depreciation & Provision	12,052,382	13,971,564
Less : Depreciation	10,418	11,699
: Provision for Contingencies against Standard Assets (As per RBI Guidelines)	-	23,177
Profit before Taxation	12,041,964	13,936,688
Less : Provision for Current Tax	-	320,000
: Tax relating to earlier years	(3,940)	-
: Provision for Deferred Tax	1,443	(35,455)
Profit after Tax	12,044,461	13,652,143
Add: Balance of Profit from Previous year	54,581,417	43,659,774
	66,625,878	57,311,917
APPROPRIATIONS:
Transfer to Reserve Fund, (as per RBI Guidelines)	2,408,900	2,730,500
Balance Carried to Balance Sheet	64,216,978	54,581,417
	66,625,878	57,311,917

Total income during the year under review amounted to Rs. 174.75 Lac as against Rs. 178.44 Lac in the preceding year. The company continues to remain registered as a Non Banking Financial Company with the Reserve Bank of India.

DIVIDEND:

To further strengthen the financial position of the Company and to conserve recourses your Directors have decided not to recommend for the year ended 31^st March 2013.

AUDITORS’ REPORT:

The report of the self-explanatory and does not call for any comments from the Directors.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public during the year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and he Company’s Articles of Association, Shri Ashok Bhandari, a Director of the Company retires by rotation and being eligible offers himself for reappointment.

AUDITORS:

M/s. Lakhotia & Co. Chartered Accountants, the Auditors will retire at the conclusion of the forthcoming Annual General Meeting. They being eligible offer themselves for re-appointment.

PARTICULARS OF REMUNERATION:

None of the employees is drawing remuneration attaching the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity the requirements of Section 217(1) of the Companies Act, 1956 read with rthe Companies, (Disclosures of Particulars in the Report of Board of Director’s) Rules, 1988 are not applicable.

There were no foreign exchange earnings and outgo during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to sub section 2AA of section 217 of the Companies Act 1956, the Board of Directors of the Company hereby state and confirm that:

i) in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii) 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 the Company end of the financial year and of the profit of the Company for that period.

iii) the Directors have 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 for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts for the year ended 31^st March 2013 on a going concern basis.

OTHER PARTICULARS:

Copy of Compliance certificate from a Secretary (in-Whole-time-Practice) is attached.

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 employee of the Company.

For and on behalf of the Board

Place : Kolkata (B.L. GAGGAR) (ASHOK BHANDARI)

Dated : 30¹" May, 2013 Directors

---

Mar 31, 2009

The Directors have pleasure in presenting the Seventy-fourth Annual Report and the Audited Statement of Accounts for the year ended 31s1 March, 2009.

FINANCIAL RESULTS:

As on As on 31.03.2009 31.03.2008 Rs. Rs.

Profit before Depreciation 14,012,169 11,045,034

Less : Depreciation 6,248,768 8,890,110

Profit before Taxation 7,763,401 2,154,924

Less : Provision for Tax

Current Tax 10,000 -

Fringe Benefit Tax 11,350 11,950

Deferred Tax ( 64.304) (41,658)

Profit after Tax 7,806,355 2,184,632

Add : Income Tax Adjustments for Earlier Years 290 -

: Balance of Profit from Previous Year 48,678,655 46,931,023

56,485,300 49,115,655

APPROPRIATIONS:

Transfer to Statutory Reserve 1,562,000 437,000

Balance Carried to Balance Sheet 54,923,300 48,678,655

56,485,300 49,115,655

DIVIDEND:

To further strengthen the financial position of the Company and to conserve resources your Directors have decided not to recommend dividend for the year ended 31st March, 2009.

PUBLIC DEPOSITS :

The Company has not accepted any deposit from the public during the year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri Ashok Bhandari and Shri B.L. Gaggar, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

AUDITORS:

M/s. Lakhotia & Co., the Statutory Auditors will retire at the conclusion of the forthcoming Annual General Meeting of the Company. They being eligible offer themselves for re- appointment.

PARTICULARS OF REMUNERATION:

None of the empioyees is drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

Since the Company has no manufacturing activity, the requirements of Section 21/(1) of thfi Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There were no foreign exchange earnings and outgo during the year.

AUDITORS REPORT:

The observations made by the Auditors in their report has been suitably dealth with in Notes on Accounts.

ISSUE OF SHARES:

Your Company issued 5525 Equity Shares of Rs.10/- each to its employees in lieu of forfeited shares during the year after obtaining necessary approval from the concerned authorities.

PROPOSAL FOR ISSUE OF RIGHT SHARES:

The Directors propose to issue right shares to raise additional resources for meeting long term working Capital requirement and other corporate needs, for which necessary resolution s being put to the members for approval at the ensuing general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for that period ;

iii) the Directors had 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 for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts for the period ended 31st March, 2009 on a going concern basis.

OTHER PARTICULARS:

Copy of Compliance Certificate from a Secretary (in - Whole - tirne - Practice ) is attached.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the support the Company continues to receive from its Bankers and Shareholders. The Directors also acknowledge the valuable contribution from the employees of the Company at all levels,

For and on behalf of the Board

Place: Kolkata B. G. BANGUR

Dated : 30th May, 2009 Chairman

---

Mar 31, 2008

The Directors have pleasure in presenting the Seventy third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2008.

FINANCIAL RESULTS

As on As on 31.03.2008 31.03.2007 Rs. Rs.

Profit before Depreciation 1,045,034 16,637,456 Less : Depreciation 8,890,110 10,031,712 Profit before Taxation 2,154,924 6,605,744 Less : Provision for Tax Current Tax - 170,000 Fringe Benefit Tax 11,950 10,250 Deferred Tax (41,658) (58.296) Profit after Tax 2,184,632 6,483,790 Add : Balance of Profit from Previous year 46,931,023 41,744,233 49,115,655 48.228,023 APPROPRIATIONS: Transfer to Statutory Res 437,000 1,297,000 Balance Carried to Balance Sheet 48,678,655 46,931,023 49,115,655 46,228,023

DIVIDEND :

To further strengthen the financial position of the Company and to conserve resources your Directors have decided not to recommend dividend for the year ended 31st March, 2008.

AUDITORS REPORT:

The report of the Auditors is self-explanatory and does not call for any comments from the Directors,

PUBLIC DEPOSITS :

The Company has not accepted any deposits from the public during the year. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association. Shri B.G. Bangur and Shri R. N. Mundhra retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS :

M/s. Lakhotia & Co., the Statutory Auditors will retire at the conclusion of the forthcoming Annual General Meeting of the Company. They being eligible offer themselves for re-appointment.

PARTICULARS OF REMUNERATIONS :

None of the employees is drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity, the requirements of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There were no foreign exchange earnings and outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Sub section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for that period;

iii) the Directors had 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 for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts for the period ended 31st March, 2008 on a going concern basis.

OTHER PARTICULARS :

Copy of a Compliance Certificate from a Secretary (in Whole-Time-Practice) is attached.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the support which the Company continues to receive from its Bankers and Shareholders. The Directors also acknowledge the valuable contribution from the employees of the Company at all levels.

For and on behalf of the Board Place:kolkata B.G.BANGUR Dated:31st July,2008 Chairman

---

Mar 31, 2002

Your Directors have pleasure in presenting the Sixty Seventh Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2002.

FINANCIAL RESULTS

As on As on 31.03.2002 31.03.2001 Rs. Rs.

Profit before Taxation 9,15,983 65,739

Less: Provision for Tax 5,000 6,000

Profit after Taxation 9,10,983 59,739

Add: Balance of Profit from Previous Year 4,85,647 4,25,908

13,96,630 4,85,647

APPROPRIATIONS:

Balance Transferred to Balance Sheet 13,96,630 4,85,647

DIVIDEND:

Directors regret their inability to recommend dividend for the year due to inadequate profits.

AUDITORS REPORT:

The various notes on Accounts to which attention has been drawn by the Auditors are self explanatory.

PUBLIC DEPOSITS:

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

DIRECTORS:

Shri S. S. Maloo, Director of the Company resigned from the Directorship of the Company with effect from 31st January, 2002. The Board placed on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

Shri R. N. Mundhra was co-opted on the Board on 31st January, 2002 to fill in the casual vacancy caused by resignation of Shri S. S. Maloo. Shri R. N. Mundhra holds office upto the date of the forthcoming Annual General Meeting of your Company and is eligible for re-appointment.

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Shri B. G. Bangur and Shri C. K. Kanoria retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS:

M/s. N. Kumar & Company, the Statutory Auditors will retire at the Conclusion of the forthcoming Annual General Meeting of the Company. They have expressed their unwillingness to continue as Auditors of the Company. The Directors recommend that M/s Lakhotia & Co., Chartered Accountants, be appointed as the Auditors of the Company to hold office until the Conclusion of the next Annual General Meeting.

PARTICULARS OF REMUNERATIONS:

None of the employees is drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing facility, the requirements of Section 217(1) of the Companies Act, 1956 read with the Companies (Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There were no foreign exchange earnings and outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and Confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for that period;

iii) the Directors had 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 for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts for the period ended 31st March, 2002 are on a going concern basis.

OTHER PARTICULARS:

A copy of a certificate from a Secretary (in whole-Time-practice) is attached.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the support which the Company continues to receive from its Bankers and Shareholders. The Directors also acknowledge the valuable contribution from the employees of the company at all levels.

For and on behalf of the Board

Kolkata B. G. Bangur Dated: The 22nd June, 2002 Chairman

---

Mar 31, 2000

The Directors have pleasure in presenting the Sixty Fifth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2000.

FINANCIAL RESULTS

As on As on 31.03.2000 31.03.1999 Rs. Rs.

Profit before Taxation 7,37,468 1,18,360

Less : Provision for Tax 6,81,025 20,000

(Including Rs. 601025/- for earlier years)

Profit after Taxation 56,443 98,360

Add : Previous Year's Profit 3,69,465 2,71,105

APPROPRIATIONS

Balance transferred to Balance Sheet 4,25,908 3,69,465

DIVIDEND

Directors regret their inability to recommend dividend for the year due to inadequate profits.

AUDITORS' REPORT

The various notes on Accounts to which attention has been drawn by the Auditors are self explanatory.

Y2K COMPLIANCE

The Company achieved a smooth transition into new Millennium without any Y2K related problem.

DIRECTORS

Shri G. D. Bangur, Director of the Company, resigned from the Directorship of the Company with effect from 20th April, 2000. The Board has placed on record its appreciation for the guidance, expertise and valuable services rendered by Shri G. D. Bangur during his tenure as Director of the Company.

Shri S. S. Maloo was co-opted on the Board on 20th April, 2000 in the casual vacancy caused by resignation of Shri G. D. Bangur. Shri S. S. Maloo holds office upto the date of the forthcoming Annual General Meeting of your Company and is eligible for re-appointment.

Shri Ashok Bhandari was appointed as an Additional Director of your Company on 20th April, 2000. He holds office upto the date of forthcoming Annual General Meeting of your Company and is eligible for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri C. K. Kanoria retires by rotation and is eligible for re-appointment.

AUDITORS

M/s N. Kumar & Company, the Statutory Auditors will retire at the conclusion of the forthcoming Annual General Meeting of the Company. They, being eligible, offer themselves for re-appointment.

PARTICULARS OF REMUNERATIONS

None of the employees is drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956.

---

Mar 31, 1999

As details are collected from 1999-2000 annual reports information is not available.

---

Mar 31, 1996

Your Directors have pleasure in presenting the Sixty First Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1996.

FINANCIAL RESULTS

Rs./Lacs As on As on 31.03.96 31.03.95

Profit before taxation 11.59 27.58 Less : Provision for tax 3.25 7.55 (For earlier years) Profit after taxation 8.34 20.03 Add : Previous Year's Profit 10.61 2.80 ------ ------- 18.95 22.83 ------ ------- APPROPRIATIONS

Proposed Dividend 12.22 12.22 Balance transferred to Balance Sheet 6.73 10.61 ------ ------- 18.95 22.83 ------ -------

DIVIDEND:

The Directors are pleased to recommend for your consideration a dividend of 10% on the Equity shares subject to deduction of tax wherever applicable.

WORKING RESULTS

The Company earned Gross Profit of Rs. 21.68 lacs before depreciation as against Gross Profit of Rs. 38.50 lacs in previous year.

PUBLIC DEPOSITS

The Company has discontinued accepting Public Deposit since 31st May, 1994. The Fixed Deposit outstanding as on 31.03.96 is Rs.60,000/- as against Rs. 6,62,000/- as on 31.03.95. Deposits numbering two for Rs.9,000/- although matured but not surrendered for payment remains unpaid)

PARTICULARS OF REMUNERATIONS

None of the employees is drawing remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support which the company continues to receive from its Bankers and Shareholders.

The Directors also acknowledge the valuable contribution from the employees of the Company at all levels.