The Directors are pleased to present their 8th (Eighth) Annual Report
together with the audited financial statements of Nureca Limited ('Nureca'or'the Company1)
for the financial year ended March 31,2024.
Financial Performance
The Company's financial performance for the year under review along with previous
year's figures are given hereunder:
? in Millions
|
31-Mar-24 |
31-Mar-23 |
Revenue from operations |
945.21 |
1,118.99 |
Other Income |
105.64 |
71.65 |
Total Income |
1050.85 |
1,190.64 |
Profit/ (Loss) before interest and depreciation |
(5.67) |
(82.25) |
Finance Costs |
4.60 |
4.31 |
Depreciation & Amortization |
22.42 |
23.01 |
Profit / (Loss) before tax |
(32.69) |
(109.57) |
Tax expenses |
(8.27) |
(25.35) |
Profit / (Loss) after tax |
(24.42) |
(84.22) |
Other Comprehensive income(Net of Taxes) |
0.39 |
(0.58) |
Profit / (Loss) after tax available for Appropriations |
(24.03) |
(84.80) |
Financial performance of the Company is discussed in detail in the Management
Discussion and Analysis, which forms a part of this report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a
part of this Annual Report.
Dividend
Keeping in view the financial position of the Company, the Directors of your Company
have not recommended any dividend for the Financial Year 2023-24.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the Board has approved and adopted a Dividend
Distribution Policy, which is available on the website of the Company at weblink https://www.nureca.com/wp-content/
uploads/2021/06/Dividend%20Distribution%20Policv.pdf
Change in the Nature of Business
There has been no change in the nature of business of the Company during the year.
Amount Proposed to be carried to Reserves No amount proposed to be transferred to
General Reserves.
Indian Accounting Standards (IndAS)
The Company follows Indian Accounting Standards ('IndAS') notified under Section 133 of
the Companies Act, 2013 ('the Act1) read with the Companies (Indian Accounting
Standard Rules, 2015) as amended by the Companies (Indian Accounting Standards) Rules,
2016 and other relevant provisions of the Act to the extent applicable and accordingly,
standalone and consolidated audited financial statements have been prepared in accordance
with the recognition and measurement principles laid down in IndAS and the other
accounting principles generally accepted in India.
Corporate Governance
A report on corporate governance together with the Certificate from M/s A. Arora &
Co., a firm of Practicing Company Secretaries, confirming compliance with corporate
governance norms as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms a part of this report.
Business Responsibility and Sustainability Report As per Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report for Financial Year 2023-24 is attached as Annexure
A and forms part of this Report and is also made available on the website of the
Company at https://www.nureca.com/BRSR%20for%20 website.pdf? t=1718944597
Share Capital
There is no change in the Company's issued, subscribed and paid-up equity share capital
during the year.
Subsidiaries, Joint Ventures or Associate Companies
The Company have 2 wholly-owned subsidiaries in India, namely - Nureca Technologies
Private Limited and Nureca Healthcare Private Limited and 1 wholly-owned subsidiary
outside India in USA, namely - Nureca Inc. Pursuant to the provisions of Section 129(3) of
the Companies Act, 2013 (hereinafter referred as 'Act'), a statement containing salient
features of financial statements of Subsidiary Companies in Form AOC-1 is attached to the
Financial Statements. The separate financial statements in respect of each of the
subsidiary companies shall be kept open for inspection at the Registered Office of the
Company during working hours fora period of 21 days before the date of the Annual General
Meeting (AGM). The Company will also make available
these documents upon request by any Member interested in obtaining the same. The
separate audited/ unaudited financial statements in respect of each of the Subsidiary
Companies are also available on the website of the Company www.nureca.com.
Material Subsidiaries
The Board of Directors of your Company has approved a policy for determining material
subsidiaries. As on March 31, 2024, your Company does not have a material subsidiary. The
Policy on material subsidiaries can be viewed on the Company's website at the following
link: https://www.nureca.com/wp-content/uploads/2021/03/ Material-Subsidiarv.pdf
Consolidated Financial Statements
In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable
Accounting Standards, the Audited Consolidated Financial Statements of the Company for the
Financial Year 2023-24, together with the Auditors' Report forms part of this Annual
Report.
Directors
Mr. Shrikant Uttam Tamhane tendered his resignation as an Independent Director of the
Company with effect from May 26, 2023 on account of personal reason and other professional
commitment. Further, Mr. Tamhane confirmed that apart from the above, there was no
material reason for his resignation.
In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Rules
made there under, Mr. Rajinder Sharma, Director retires by rotation and being eligible,
has offered, himself for re-appointment.
At the last Annual General Meeting, held on July 20, 2023, the Members had approved the
re-appointment of Mr. Saurabh Goyal as a Chairman and Managing Director of the Company for
a period of three years with effect from Septembers, 2023.
The Company has a duly constituted Board with the prescribed composition of Independent
Directors including Women Directors and Executive Directors as per the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
As on March 31,2024, following are the Directors of the Company-
SI. Name of No Directors |
DIN |
Designation |
1 Mr. Saurabh Goyal |
00136037 |
Chairman & Managing Director |
2 Mr. Vijay
Kumar Sharma |
02449088 |
Independent Director |
3 Dr. Vikram Chaudhery |
00509297 |
Independent Director |
4 Ms. Charu Singh |
07822158 |
Independent Director |
5 Ms. Ruchita Agarwal |
08941249 |
Independent Director |
6 Mr. Aryan Goyal |
00002869 |
Whole-time Director & CEO |
7 Mr. Rajinder Sharma |
00317133 |
Whole-time Director |
Key Managerial Personnel
In terms of the applicable provisions of the Companies Act 2013, Mr. Saurabh Goyal,
Chairman & Managing Director, Mr. Aryan Goyal, Whole-time Director & Chief
Executive Officer, Mr. Naresh Gupta, Chief Financial Officer and Ms. Chetna Anand, Company
Secretary and Compliance Officer, are the Key Managerial Personnel of the Company as on
March 31,2024.
Mr. Nishant Garg, Chief Financial Officer tendered his resignation with effect from
November 20, 2023 and subsequently, the Board has appointed Mr. Naresh Gupta as Chief
Financial Officer of the Company with effect from November 20,2023.
Independent DirectorsandDedarationof Independence
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence set out in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.
The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfil
their duties as Independent Directors.
Board evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of its own performance and that of its Committees after seeking inputs from all the
Directors and Members of relevant Committees.
The Board has also carried out performance evaluation of each Director based on the
evaluation carried out by its Nomination and Remuneration Committee. The criteria for
performance evaluation included composition and structure of the Board and its Committees,
effectiveness of the Committees, knowledge of the Company's operations by the members,
their participation at meetings including preparedness for issues for consideration, level
of contribution in assessing and improving performance of the Company and interactions
amongst themselves and with senior management. Adherence to Code of Conduct of the
Company, fiduciary and statutory obligations, continuing maintenance of independence by
independent Directors, etc. were also a part of the performance evaluation. The Board was
satisfied with its composition and its diversified nature and that all Directors upheld
the highest standards of integrity and probity, adhered to the Company's code of conduct,
made constructive and effective contribution at meetings and generally carried out their
responsibilities well in the interest of the Company and its stakeholders. A separate
meeting of Independent Directors was held during the year to review the performance of
non-independent Directors, performance of the Board as a whole and performance of the
Chairman of the Company, taking into account the views of other Directors.
Policy on Directors' appointment, remuneration and other details
The Company's Policy on Directors' appointment, remuneration and other matters namely
Nomination and Remuneration Policy as provided in Section 178(3) of the Companies Act,
2013 is available on the website of the Company at the web link - https://www.nureca.
com/wp-content/uploads/2021/03/Nomination-and- Remuneration-Policv.pdf
The salient features of the Policy is to provide a framework and set standards for the
nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and
Officials comprising the Senior Management. The Company aims to achieve a balance of
merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior
Management. The remuneration / compensation / commission etc., to the Directors, Key
Managerial Personnel and Senior Managementare determined by the Nomination and
Remuneration Committee and recommended to the Board for its approval. There is no change
in the policy during Financial Year 2023-24.
Meetings of the Board
Six Board meetings were held during the year as detailed in the Corporate Governance
Report which forms a part of this Report.
Audit Committee
The Audit Committee comprises of three Independent Directors, Ms. Charu Singh
(Chairperson), Ms. Ruchita Agarwal (Member) and Dr. Vikram Chaudhery (Member). The
composition, powers and duties of the Committee is detailed out in the Corporate
Governance Report which forms a part of this Report. All the recommendations made by the
Audit Committee during the year were accepted by the Board.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors,
to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and that no material departures have
been made from the same;
b) 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 as at March 31,2024and of the profits ofthe
Company for the year ended on that date;
c) 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
Corporate Social Responsibility (CSR)
During the year under review, the provisions of Section 135 of the Companies Act, 2013
is not applicable to the Company. Accordingly, the Company has not spent any amount on CSR
activities during the year. However, during FY 2022-23, the Company has spent an amount of
? 175.21 Lakhs on CSR activities (against the statutory requirement of ?87.72 Lakhs),
thereby creating a CSR asset of ?87.12 Lakhs.
During the year, an amount of ?53.90 Lakhs has been write-off from the CSR asset in
accordance with the applicable accounting standards. As on March 31,2024, CSR Asset stood
at ?33.23 Lakhs which will be set-off/write-off in accordance with the provisions ofthe
Companies Act, 2013 and applicable accounting standards.
Particulars of Employees
The information as per Section 197 ofthe Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure B, which forms a part of this report.
In terms of first proviso to Section 136 ofthe Companies Act, 2013, this report and the
financial statements are being sent to the Members and others entitled thereto, excluding
the information on employees' particulars as required pursuant to provisions of Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The said information is available for inspection by the Members at the Registered
Office of the Company during business hours on working days ofthe Company up to the date
ofthe ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member
may write to the Company Secretary at cs@nureca.com.
Internal financial control systems and their adequacy The Company has adequate
financial controls. The details in respect of internal financial control and their
adequacy are included in the Management Discussion & Analysis, which forms a part of
this report.
Statutory Auditors
B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022)
was appointed as the Statutory Auditors ofthe Company, at the Annual General Meeting held
on October 30, 2020, for a period of five years. The Report given by the Auditors on the
financial statements ofthe Company is part ofthe Annual Report.
Auditors' Report to the Members of the Company, for the year under review, does not
contain any qualification.
During the financial year under review, the Statutory Auditors have not reported any
fraud under sub section (12) of Section 143 ofthe Companies Act, 2013.
Secretarial Auditor
Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora &
Co., a firm of Company Secretaries in practice, were
appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit
of the Company for Financial Year 2023-24. The Secretarial Audit Report, for the year
under review, does not contain any qualification and is attached as AnnexureC.
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report has been submitted to the Stock Exchanges within stipulated
timeline.
Cost Records
There are no cost records which are prescribed under Section 148(1) of the Companies
Act, 2013 for any of the product of the Company.
Material changes and commitments affecting the financial position of the Company
No material changes have occurred or commitments made after March 31,2024, which may
affect the financial position of the Company or require disclosure.
Details of Significant and Material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future
To the best of our knowledge, the Company has not received any such orders from
Regulators, Courts orTribunals during the year which may impact the going concern status
of the Company or its operations in future. Further, there is no proceeding pending under
the Insolvency and Bankruptcy Code, 2016.
Particulars of loans, guarantees and investments The particulars of loans and
investments have been disclosed in the financial statements.
Transactions with Related Parties All related party transactions that were entered
into during the financial year were in the ordinary course of business and on arm's length
basis and in accordance with the provisions of the Companies Act, 2013, read with the
Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All transactions with related parties were reviewed and approved by the
Audit Committee.
The Policy for consideration and approval of Related Party Transactions is available on
the website of the Company at weblink - https://www.nureca.com/wp-content/
uploads/2021/07/Policv%20for%20consideration%20 and%20approval%20of%20related%2Qpartv%20
transactions%20effective%20from%20April%2001%2C%20 2022.pdf? t=1646311307
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed asAnnexureD.
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 ofthe Companies
(Managementand Administration) Rules, 2014, the Annual Return ofthe Company is available
on the website of the Company at the web link : https:// www.nureca.com/Form MGT 7
2024forwebsite.pdf? t=1718447244
Deposits
During theyear under review, the Company has notaccepted any deposit under Chapter V of
Companies Act, 2013.
Vigil Mechanism/ Whistle Blower Policy The Company has a vigil mechanism through
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The
details ofthe Policy is explained in the Corporate Governance Report.
The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is
available on the website of the Company at web link - https://www.nureca.com/
wp-content/uploads/2021/03/Whistle-Blower-Policv.pdf
Familiarization Programme for Independent Directors The details of familiarization
programme for Independent Directors in respect of their roles, rights &
responsibilities, business model ofthe Company and related matters are available on the
website of the Company at web link : https://www.nureca.com/wp-content/uploads/2024/03/
Familarization-proaramme-2024-1.pdf
Compliance with Secretarial Standards The Company is in Compliance with the
applicable Secretarial Standards as issued by the Institute of Company Secretaries of
India.
Committee and Policy against Sexual Harassment at Workplace
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has made the Anti Sexual Harassment
Policy under above referred Act for all individuals working for Nureca at all levels and
grades, including senior executives, officers, employees (whether permanent, fixed-term or
temporary), consultants, contractors, trainees, staff, casual workers, interns. The
Company has not received any complaint of sexual harassment during the year.
Conservation of Energy, Technology Absorption and Foreign Exchange
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is
attached as Annexure E.
Risk Management
The primary objective of risk management is to protect the Company against risks to the
value of the business, its capital and its continuity. In order to achieve the objective
and for better governance, the Board has constituted a Risk Management Committee (RMC)
comprising two Independent Directors and two Executive Directors.
The Company has adopted a formal Risk Management Policy based on the recommendations of
RMC. The Policy sets out key risk areas - financial risks (including risk to assets),
commodity price risks, foreign exchange fluctuation risks, legislative and regulatory
risks. Operational risks: Market, Production and Technology, IT risks including cyber
security,
risks arising from employment and manpower. The Chief Executive Officer identifies and
proposes action in respect of all risks through his management team as and when any are
perceived or foreseen or inherent in operations; analyses these, and then reports to RMC
for its review and guidance.
Acknowledgement
Your Directors would like to express their sincere and grateful appreciation for the
assistance and cooperation and also thank the shareholders for the confidence reposed by
them in the Company and looking forward to their valuable support in the future plans of
the Company. Your Directors also thank its agents, the medical professionals and its
customers for their continued patronage to the Company's products.
For and on behalf of the Board of Directors of Nureca Limited
Dated: 15.05.2024 |
(Saurabh Goyal) |
Place: Chandigarh |
Chairman and Managing Director DIN-00136037 |