REPORT OF BOARD OF DIRECTORS
Dear Members,
The Board of Directors are pleased to present herewith the 65th annual report of Nesco
Limited along with the audited financial statements for the financial year ended 31 March,
2024.
1. Financial Highlights
The table below gives the financial highlights of the Company for the year ended 31
March, 2024 on audited financial statements as compared to the previous financial year.
|
|
(Rs. in lakhs) |
|
Audited Financial Results |
Particulars |
2023-24 |
2022-23 |
Income |
78,312.87 |
60,911.81 |
Profit before depreciation and tax |
51,715.06 |
39,974.45 |
Depreciation |
5,416.51 |
3,277.42 |
Profit Before Taxes |
46,298.55 |
36,697.03 |
Tax Expenses |
10,020.19 |
7,633.39 |
Net Profit after Taxes |
36,278.36 |
29,063.64 |
Opening Balance of Retained Earnings |
50.00 |
50.00 |
Amount available for appropriations: |
36,407.65 |
29,109.03 |
Appropriations: |
|
|
Dividend |
3,170.70 |
2,113.80 |
Transfer to General Reserve |
33,186.95 |
26,945.23 |
Closing Balance of Retained Earnings |
50.00 |
50.00 |
Earning Per Share (Basic) (in ) |
51.49 |
41.25 |
Earning Per Share (Diluted) (in ) |
51.49 |
41.25 |
2. Review of Operations
The revenue for FY 2023-24 was Rs.78,312.87 lakhs, higher by 28.57% over the previous
year's revenue of Rs.60,911.81 lakhs in FY 2022-23. The Profit After Tax ("PAT")
for FY 2023-24 was Rs.36,278.36 lakhs registering a growth of 24.82% over the PAT of
Rs.29,063.64 lakhs in FY 2022-23.
During the year under review, there was no change in the nature of the Company's
business. The Company continued to be debt-free and maintained sufficient cash to meet its
strategic and operational requirements. The Company's working capital management is robust
and involves a well-organised process, which facilitates continuous monitoring and control
over receivables, inventories, and other parameters.
The performance of the Company's divisions is detailed in the Management Analysis and
Discussion Report.
3. Declaration and Payment of Dividend
In line with the practice of returning substantial free cash flow to shareholders and
based on the Company's performance, your Directors are pleased to recommend a final
dividend of Rs.6/- (300%) (Rs.4.50/- per equity share declared and paid in the previous
year) per equity share of Rs.2 each for the financial year ended 31 March 2024. The total
dividend for the financial year 2023-24, would involve a total outflow of Rs.4,227.60
lakhs.
The Dividend, as recommended by the Board of Directors, if approved by shareholders at
the forthcoming AGM will be paid" on or before Tuesday, 20 August 2024 to those
members" whose names are registered in the Register of members of the Company as on
Friday, 26 July 2024 and to the beneficiary holders as per the beneficiary list as on
Friday, 26 July 2024 provided by" National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL").
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
members w.e.f. 1 April 2020 and the Company is required to deduct tax at source from
dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.
The Register of Members and Share Transfer Books of the Company will be closed from
Saturday, 27 July 2024 to Friday, 2 August 2024 (both days inclusive) for the purpose of
Annual General Meeting and Dividend.
4. Dividend Distribution Policy
Dividend payout is in accordance with the Company's Dividend Distribution Policy. As
per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("Listing Regulations"), the Dividend Distribution Policy is
available on the Company's website at https://www.nesco.in/resources/images/pdf/policy/
dividend-distribution-policy.pdf
5. Share Capital
During the year under review, there was no change in share capital of the Company.
6. Transfer to Reserves
The closing balance of the retained earnings of the Company for FY 2023-24, after all
appropriations and adjustments was Rs.50 lakhs.
7. Review of Subsidiaries a. Nesco Foundation for Innovation and Development:
Nesco Foundation for Innovation and Development, the Wholly Owned Subsidiary
("WOS") of your Company has gone under voluntary liquidation pursuant to the
provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 read with applicable
regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)
Regulations, 2017 w.e.f. 20 October 2023 after seeking approval of its Board of Directors
and the shareholders. Insolvency professional registered with Insolvency and Bankruptcy
Board of India ("IBBI") is appointed as liquidator of this subsidiary for
undertaking the liquidation process. Other formalities of liquidation are underway.
b. Nesco Hospitality Private Limited:
Nesco Hospitality Private Limited, erstwhile Wholly Owned Subsidiary ("WOS")
of your Company had gone under voluntary liquidation pursuant to the provisions of Section
59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions read with
applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation
Process) Regulations, 2017 w.e.f. 17 January 2022. The final report after realisation of
assets and liabilities is filed with the Registrar of Companies and Insolvency and
Bankruptcy Board of India ("IBBI"). An order from National Company Law Tribunal
("NCLT") is awaited, on receipt of which the same shall be filed with the
Ministry of Corporate Affairs ("MCA").
Your Company does not have any material subsidiary. There are no associates or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the
Act").
Since both the above subsidiaries are into liquidation there is no requirement for
these subsidiaries for preparing its financial statements for the FY 2023-24.
8. Financial Statements
Your Company has adopted accounting principles generally accepted in India including
the Indian Accounting Standards ("Ind AS") notified by Ministry of Corporate
Affairs ("MCA") and the relevant provisions of the Companies Act, 2013 and the
general circulars issued by the MCA from time to time. The material accounting policies
which are consistently applied have been set out in notes to the financial statements. The
annual financial statements together with the report of the auditors' thereon forms part
of this annual report. Since the Company does not have any subsidiaries, joint venture
companies or associates as on 31 March 2024, consolidation of accounts is not applicable
to the Company.
9. Directors' Responsibility Statement
To the best of their knowledge and ability and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Act that:
i. In the preparation of annual accounts for the year ended 31 March 2024, the
applicable accounting standards have been followed and no material departures, have been
made from the same;
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 Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities, if
any;
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 such internal financial controls are adequate and operating effectively and
vi. They have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
10. Management Discussion and Analysis
As required by Regulation 34(2) of the Listing Regulations, the Management Discussion
and Analysis Report forms part of this annual report.
11. Directors and Key Managerial Personnel
As on 31 March 2024, the Board comprised of ten Directors (including two women
Directors) eight of which were Non-executive Independent Directors, one Non-executive
Non-independent Director and a Managing Director who is also the Chairman.
Mrs. Sudha S. Patel (DIN:00187055), Non-executive Non-independent Director, who retires
by rotation at the ensuing AGM and being eligible has offered herself for re-appointment
and continuation as a Director who has attained the age of (75) seventy-five years in
terms of Regulation 17(1A) of the Listing Regulations. A resolution seeking shareholders'
approval for her re-appointment along with other required details forms part of the
Notice.
The Board of Directors at its meetings held on:
i. 24 May 2023 based on the recommendations of the Nomination and Remuneration
Committee, approved the re-appointment of Mr. Krishna S. Patel (DIN:01519572) as the
Chairman & Managing Director of the Company for a period of five years w.e.f. 1 July
2023 upto 30 June 2028 which was subsequently approved by the shareholders at the AGM held
on 4 August 2023.
ii. 12 July 2023 based on the recommendations of the Nomination and Remuneration
Committee, approved the appointment of Mr. Manu M. Parpia (DIN:00118333) as an additional
and Independent Director of the Company for a second term from 15 July 2023 till 31 March
2024 which was subsequently approved by the shareholders through a Postal Ballot on 7
October 2023.
iii. 12 July 2023 based on the recommendations of the Nomination and Remuneration
Committee, approved the appointment of Dr. Ramakrishnan Ramamurthi (DIN:00120246) and Mr.
Manish I. Panchal (DIN:08431492) as additional and Independent Directors of the Company to
hold office for a term of five consecutive years w.e.f. 15 July 2023 upto
14 July 2028 which was subsequently approved by the shareholders through a Postal
Ballot on 7 October 2023.
iv. 13 February 2024 based on the recommendations of the Nomination and
Remuneration Committee, approved the appointment of Mr. Arun L. Todarwal (DIN:00020916) as
an additional and Independent Director of the Company for a term of five consecutive years
w.e.f. 13 February 2024 upto 12 February 2029 which was subsequently approved by the
shareholders through a Postal Ballot on 21 March 2024.
v. 13 February 2024 based on the recommendations of the Nomination and Remuneration
Committee, approved the re-appointment of Ms. Amrita V. Chowdhury (DIN:02178520) as an
Independent Director of the Company for a second term of five consecutive years w.e.f. 14
May 2024 upto 13 May 2029 which was subsequently approved by the shareholders through a
Postal Ballot on 21 March 2024. Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji, Mr. K.S.
Srinivasa Murty and Mr. Manu M. Parpia ceased to be Directors of the Company from the
close of business hours on 31 March 2024, pursuant to completion of their second term as
Independent Directors of the Company. The ability of the Independent Directors to foster a
collaborative and supportive environment has created a Board culture that was not only
productive but was also deeply enriching. The Board places on record its appreciation for
the substantial contributions made by these Directors.
In the opinion of the Board, all the Independent Directors are persons of integrity,
fulfil requisite conditions as per applicable laws and are independent of the management
of the Company. Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations. The Directors have further confirmed that they are
not debarred from holding office of Director under any SEBI order or any such other
authority. The Independent Directors of the Company have undertaken requisite steps
towards the inclusion of their names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
During the year there has been no change in the circumstances affecting their status as
Independent Directors of the Company. During the year under review, the Non-executive
Directors of the Company had no pecuniary relationship or transactions with the Company,
other than receiving dividend on shares if any held by them, sitting fees for attending
the Board and Committee meetings, and reimbursement of expenses, if any.
12. Key Managerial Personnel
Ms. Jinal J. Shah has resigned as the Company Secretary & Compliance Officer of the
Company w.e.f. 18 August 2023 and Ms. Shalini Kamath was appointed as the Company
Secretary & Compliance Officer of the Company w.e.f. 8 November 2023.
Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel, Chairman
& Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Shalini
Kamath, Company Secretary & Compliance Officer are the Key Managerial Personnel
("KMP") of the Company as on 31 March 2024.
13. Number of meetings of the Board
During the year under review, five meetings of the Board were held, the details of
which are given in the Corporate Governance Report which forms part of this annual
report. The maximum interval between any two meetings did not exceed one hundred and
twenty days, as prescribed by the Act and the Listing Regulations.
14. Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The Board has constituted five committees namely Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee and Risk Management Committee. All the recommendations made by
these Committees were accepted by the Board. Details of Committees, their composition,
meetings held and attended by members, including their reconstitution post the change in
the Board of Directors are provided in the Corporate Governance Report forming part of
this annual report.
15. Board Evaluation
In terms of the provisions of the Act, the Rules made thereunder, Listing Regulations
and the Nomination and Remuneration Policy of the Company, the Board of Directors have
carried out an annual performance evaluation of its own performance, Board Committees and
individual Directors.
In terms of the Nomination and Remuneration Policy of the Company, the Board of
Directors at its meeting held on 13 February 2024 evaluated the performance of the Board,
after seeking inputs from all the Directors based on a structured questionnaire containing
criteria such as the Board composition and structure, effectiveness of Board processes,
information, functioning, etc.
The performance of the individual Directors was based on criteria such as the
contribution of the individual Director to the Board and Committee meetings, preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members based on criteria such as the composition of Committees,
effectiveness of Committee Meetings, their contributions, recommendations to the Board,
etc.
The above structured criteria were broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India and The Institute of
Company Secretaries of India.
The Independent Directors at their separate meeting, reviewed the performance of
Non-independent Directors and the Board as a whole, Chairperson of the Company after
considering the views of the Non-executive Directors, the quality, quantity and timeliness
of flow of information between the management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
The performance was thereafter rated based on the criteria's set by the Nomination and
Remuneration Committee. The overall performance evaluation exercise was completed to the
satisfaction of the Board. The Board of Directors deliberated on the outcome and agreed to
take necessary steps going forward.
16. Familiarisation Programme for Independent Directors
All Independent Directors are familiarised with the operations and functioning of the
Company at the time of their appointment and on an ongoing basis. Refer to the paragraph
on Familiarisation Programme in the Corporate Governance Report.
17. Nomination and Remuneration Policy
The Board, on the recommendation of the Nomination and Remuneration Committee
("NRC"), has adopted a policy for the selection, appointment of Directors, Key
Managerial Personnel, Senior Management Personnel and other employees of the Company.
The Policy is available on the Company's website at https:// www.nesco.in
/resources/images/pdf/policy/nomination-and-remuneration-policy.pdf
The NRC Policy provides details of the procedures and criteria for appointment and
payment of remuneration to Directors, Key Managerial Personnel, Senior Management
Personnel, and other employees of the Company. The salient features of the Policy is as
under:
Whole Time Directors
The NRC shall be responsible for identifying suitable persons for
appointment/re-appointment of the Directors of the Company. The proposed persons shall
possess appropriate expertise, experience, and knowledge in one or more fields of business
of the Company, finance, law, management, sales, marketing, administration, real estate,
Corporate Social Responsibility, Corporate Governance, or such other areas related to the
Company's business as determined by the NRC. The Company pays remuneration by way of
salary, perquisites and allowances (fixed component) and commission (variable components
wherever applicable as per terms of appointment) to its Whole Time Director.
Salary is paid based on the recommendations of the Nomination and Remuneration
Committee and as approved by the Board of Directors, subject to the approval of the
shareholders within the limits stipulated under the Act and the Rules made thereunder. The
remuneration paid to the Whole Time Director is determined keeping in view the industry
benchmark and the relative performance of the Company compared to the industry
performance.
Non-executive Directors
Non-executive Directors receive sitting fees for attending meetings of the Board and
its Committees as per the provisions of the Act and the Rules made thereunder. Besides
payment of sitting fees and dividends on equity shares, if any, held by the Non-executive
Directors, no other remuneration or payments are made to them.
Key Managerial Personnel (KMPs other than Executive Director)
The Managing Director shall be responsible for identifying suitable persons for the
position of Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary.
While evaluating a persons for appointment as Key Managerial Personnel, factors such as
competence, integrity, qualifications, expertise, skills, and experience shall be taken
into consideration.
The remuneration of KMP other than the Executive Director largely consists of basic
salary, perquisites, allowances and variable pay.
Perquisites and retirement benefits are paid according to the Company's policy. The NRC
reviews the performance of the KMPs annually and recommends their increments for approval
of the Board. Company while deciding the remuneration package also takes into
consideration the expertise contributed by the KMP, current employment scenario and
remuneration package prevalent in the industry and peer group companies.
Senior Management Personnel ("SMP")
The Managing Director reviews the performance of the SMPs and recommends the same for
the approval of the NRC who thereafter recommends the same for approval of the Board.
While deciding the remuneration package the Company also takes into consideration the
current employment scenario and remuneration package prevalent in the industry and peer
group companies.
Other employees
The appointment and remuneration including revision in remuneration of other employees
shall be decided by the Human Resources Department in consultation with the matrix manager
within the overall framework of compensation and appraisal practices of the Company and
under the overall authority of the Managing Director.
18. Corporate Social Responsibility ("CSR")
Your Company's CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act and the Rules made thereunder. A brief outline on the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure A of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
During the FY 2023-24, the Company has spent Rs.504.11 lakhs towards CSR expenditure,
in terms of the CSR annual action plan approved by the CSR Committee and the Board of
Directors, from time to time. The CSR initiatives of the Company were under the thrust
areas of education and health.
The CSR Policy is available on the Company's website at https://
www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf. For other details regarding the
CSR Committee please refer to the Corporate Governance Report, which is a part of this
annual report.
19. Internal financial control systems and their adequacy
Internal controls are the backbone of governance. The Company has in place systems,
policies and procedures for ensuring efficient conduct of its business, prevention and
detection of frauds and errors with remedial measures and safeguard of the Company's
assets. These financial controls also ensure the accuracy and completeness of the
accounting records and the timely preparation of reliable financial statements as per the
regulatory requirements.
The monitoring of these controls is undertaken by the Audit Committee through periodic
management reviews and discussions with the Group Risk Committee members. The internal
auditor conducts independent audits of various risk areas as per pre-approved internal
audit plans. A section on internal control is included in the Management Discussion and
Analysis Report forming part of this annual report.
20. Material changes and commitment, if any, affecting the financial position of the
Company from the end of the financial year till the date of this Report
There were no material changes and commitment affecting the financial position of the
Company from the end of the financial year till the date of this report. There has been no
change in the nature of business of your Company.
21. Statutory auditors and audit report
M/s. Manubhai & Shah LLP, Chartered Accountants Firm Registration No.:
106041W/W100136), were re-appointed as statutory auditors of the Company to hold office
for a second term from the conclusion of the 60th AGM (held on 5 August 2019) upto the
conclusion of the 65th AGM (to be held on 2 August 2024). As per the provisions of the Act
and the Rules made thereunder no listed company shall appoint an audit firm (including its
affiliate firms) as auditors for more than two terms of five consecutive years. M/s.
Manubhai & Shah LLP, Chartered Accountants, will complete their second term at the
conclusion of the forthcoming 65th AGM. The Board places its appreciation for the services
rendered by the retiring auditors during their term as the statutory auditors of the
Company.
Pursuant to Section 139 of the Act, and on the recommendation of the Audit Committee,
it is now proposed to appoint, M/s. S G D G & Associates LLP ("S G D G")
Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the
Company for a term of five consecutive years from the conclusion of the 65th AGM till the
conclusion of the 70th AGM at such remuneration as may be determined by the Board of
Directors and the said auditors from time to time on the recommendation of the Audit
Committee.
After evaluating and considering various factors such as industry experience,
competency of the audit team, efficiency in conduct of audit, independence, etc., the
Board of Directors of the Company based on the recommendation of the Audit Committee has
proposed the appointment of S G D G as the statutory auditors of the Company.
S G D G have consented to their appointment as the statutory auditors and have
confirmed that the appointment if made, would be within the limits specified under Section
141(3)(g) of the Act and that they are not disqualified to be appointed as the statutory
auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed
thereunder. The Company has received the willingness, eligibility, and peer review
certificate from the proposed statutory auditors.
A brief profile of the said auditors and other information required for their
appointment is forming part of the Notice of the 65th AGM and the Board recommends seeking
consent of its members at the ensuing AGM for appointment of the said auditors.
The report given by the retiring auditors M/s. Manubhai & Shah LLP, on the
financial statements of your Company for the financial year ended 31 March 2024 is part of
the annual report. The notes on the audited financial statements referred to in the
Auditors' Report are self-explanatory and do not call for any comments. The Auditors'
Report does not contain qualifications, reservations, adverse remarks or disclaimers.
The auditors have issued an unmodified opinion on the audited financial statements for
the financial year ended 31 March 2024. During the year under review, the auditors have
not reported any matter under Section 143(12) of the Act and therefore no details are
disclosed under Section 134(3)(ca) of the Act.
22. Cost auditors and audit report
Your Company is required to make and maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has
been making and maintaining such cost records as per the requirements. In terms of Section
148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit
Committee recommended and the Board of Directors has appointed M/s. Y.S. Thakar & Co.,
Cost Accountants, (Firm Registration No. 000318) being eligible, as cost auditors of the
Company, to carry out the cost audit of the products manufactured by the Company in
relation to the financial year ending 31 March 2025 for its Indabrator division at
Gujarat. Your Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Act and Rules framed thereunder.
The cost auditors have confirmed they are not disqualified to be appointed as the cost
auditors of your Company for the year ending 31 March 2025. The remuneration of cost
auditors has been approved by the Board of Directors on the recommendation of the Audit
Committee. In terms of the Act and Rules made thereunder, the requisite resolution for
ratification of remuneration of the cost auditors by the members has been set out in the
Notice of the 65th AGM of your Company. In the opinion of the Directors, considering the
limited scope of audit, the proposed remuneration payable to the cost auditors would be
reasonable, fair and commensurate with the scope of work carried out by them. The cost
audit report for the year ended 31 March 2023 was filed with the Ministry of Corporate
Affairs on 19 June 2023.
The cost Auditors' Report does not contain any qualifications, reservations, adverse
remarks, or disclaimers. During the year under review, the cost auditors have not reported
any matter under Section 143(12) of the Act, and therefore no details are disclosed under
Section 134(3)(ca) of the Act.
23. Secretarial auditor and audit report
The secretarial audit for the financial year ended 31 March 2024 was carried out by Ms.
Neeta H Desai (COP No. 4741) of M/s. ND & Associates, Practicing Company Secretary.
The report given by the secretarial auditor is set as Annexure B and forms an integral
part of this report. The secretarial audit report does not contain any qualifications,
reservations, adverse remarks, or disclaimers except for their observation which is
self-explanatory and detailed in the secretarial audit report.
During the year, the secretarial auditor has not reported any matter under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act. In terms of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have appointed Ms. Neeta H. Desai of ND & Associates, Practicing
Company Secretary as the secretarial auditor of the Company for the financial year ending
31 March 2025. Your Company has received her written consent that the appointment is in
accordance with the applicable provisions of the Act and Rules framed thereunder.
The secretarial auditor has confirmed that she is not disqualified to be appointed as
the secretarial auditor of the Company for the financial year ending 31 March 2025 and
also holds the peer review certificate.
24. Risk Management
The objective of the Risk Management process in the Company is to enable value creation
in an uncertain environment, promote good governance, address stakeholder expectations
proactively, and improve organisational resilience and sustainable growth.
Your Company has developed and implemented a Risk Management Policy. The Board of
Directors of the Company has constituted a Risk Management Committee to frame, implement
and monitor the risk management plan for the Company. The Board has set the terms of
reference on the basis of which the Committee functions and is responsible for monitoring
and reviewing the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in financial risks and controls. In the
opinion of the Board of Directors during the year, there were no elements of risks
identified which may threaten the existence of the Company. Details of the constitution of
the Risk Management Committee are given in the Corporate Governance Report.
A section on Risk Management practices of the Company is included in the Management
Discussion and Analysis Report, which forms part of this annual report.
25. Whistle Blower Policy and Vigil Mechanism
Your Company has zero tolerance for any form of unethical conduct or behaviour and it
adheres to uncompromising integrity in the conduct of its business. The Company has in
place a Whistle Blower Policy through which its Stakeholders, Directors, and Employees can
report genuine concerns about unethical behaviour and actual or suspected fraud or
violation of the Company's Code of Business Conduct and Ethics.
The Policy provides for adequate safeguards against victimisation of Director(s)/
Employee(s) who may avail redressal mechanism as stipulated under the Policy. It also
provides for direct access to the Chairman of the Audit Committee as may be applicable. It
is affirmed that no person has been denied access to the Audit Committee. The e-mail id
for reporting genuine concerns is whistleblower@nesco.in
This Policy is available on the website of the Company at https://www.nesco.in
/resources/ images/pdf/policy/whistle-blower-policy.pdf and also is posted on the intra
net of the Company. During the year, an awareness session was conducted for the employees
on the said Policy.
26. Particulars of Loans, Guarantees, and Investments
Details of Loans, Guarantees, and Investments covered under the provisions of Section
186 of the Act are given in the notes to the financial statements.
27. Related Party Transactions
During the year under review, prior approval of the Audit Committee and Board of
Directors was sought for Related Party Transactions ("RPTs") wherever required.
The RPTs entered by the Company with the related parties were on arm's length basis and in
ordinary course of business. Except to the extent of the shares held in the Company, the
remuneration and sitting fees paid to the Directors of the Company, none of the Directors
and Key Managerial Personnel have any material pecuniary relationship vis-?-vis
the Company. The details of the RPTs as per Ind AS-24 on Related Party Disclosures are set
out in Note no. 42 to the audited financial statements of the Company.
There are no materially significant related party transactions that may have potential
conflict with the interest of the Company at large. None of the transactions with related
parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY 2023-24 and hence does not form part of this report.
The Policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website and the weblink is h t t p s : // w w w. n e s c o . i n /r e s o u r c
e s / i m a g e s /p d f/p o l i c y/ policy-on-related-party-transactions.pdf
28. Significant and material orders passed by the regulators/courts/tribunals
During the year under review no significant or material orders were passed by the
regulators or courts or tribunals which has impact on the Company's going concern status
and its operations in the future.
29. Compliance with Secretarial Standards
During the FY 2023-24, the Company has complied with the Secretarial Standards on
meetings of the Board of Directors and general meetings issued by the Institute of Company
Secretaries of India.
30. Corporate Governance
As required under Regulation 34 of the Listing Regulations, a Report on Corporate
Governance along with a certificate of compliance from the auditors' forms part of the
annual report.
31. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars of Energy Conservation, Technology Absorption, and Foreign Exchange
Earnings and Outgo as prescribed under Section 134(3)(m) of the Act and Rules made
thereunder are set out in Annexure C to this report.
32. Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended, are annexed as Annexure D to this report.
In terms of the provisions of Section 197(12) of the Act and Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended,
details of employee's remuneration form part of this report. However, as per the
provisions of Sections 134 and 136 of the Act, the annual report and financial statements
are being sent to the members and others entitled thereto, excluding the information on
employees' particulars. Any member interested in obtaining a copy of the same may write to
the Company Secretary at companysecretary@nesco.in
33. Annual Return
The annual return of the Company for the financial year ended 31 March 2024 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at
https://www.nesco.in/financials Refer the section annual reports-annual return.
34. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder.
An Internal Complaints Committee ("ICC") has been setup to redress complaints
received regarding sexual harassment. The Policy has set guidelines on the redressal and
inquiry process that is to be followed by complainants and the ICC whilst dealing with
issues related to sexual harassment at the workplace. All women employees (permanent,
temporary, contractual and trainees) are covered under this Policy.
The Policy also provides for the requisite checks, balances and safeguards to ensure
that no employee is victimised or harassed for reporting and bringing up such incidents in
the interest of the Company. The ICC has not received any complaints during the financial
year.
This Policy is available on the website of the Company at h t t p s : // w w w. n e s c
o . i n /r e s o u r c e s / i m a g e s /p d f/p o l i c y/
policy-on-sexual-harrassment-at-workplace.pdf. The same is also available on the intranet
of the Company. During the year, an awareness session was conducted for the employees on
the said Policy.
35. Business Responsibility and Sustainability Report
In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars,
new reporting requirements on ESG parameters were prescribed under the Business
Responsibility and Sustainability Report ("BRSR").
The BRSR seeks disclosure on the performance of the Company against nine principles of
the National Guidelines on Responsible Business Conduct ("NGRBC"). As per the
SEBI Circulars, effective from the FY 2022-23, filing of BRSR is mandatory for the top
1000 listed companies by market capitalisation and forms an integral part of this report.
36. Credit Rating
The Company continues to remain debt free. There was no requirement to avail credit
rating from any agencies for the year under review.
37. Human Resources
Please refer to the paragraph on Human Resources and Industrial Relations in the
Management Discussion and Analysis section.
38. General disclosures
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to:
(a) details relating to deposits covered under Chapter V of the Act;
(b) issue of equity shares with differential rights as to dividend, voting or
otherwise;
(c) raising of funds through preferential allotment or qualified institutions
placement;
(d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and
(e) instance of one-time settlement with any bank or financial institution.
39. Acknowledgement
Your Directors wish to convey their appreciation for the support extended by its
customers, bankers, employees, government agencies, suppliers, shareholders' and all
others associated with the Company as its business partners.
|
For and on behalf of the Board of Directors, |
|
Krishna S. Patel |
Mumbai |
Chairman and Managing Director |
20 May 2024 |
DIN: 01519572 |