The Directors of your Company hereby present their 31st Annual Report together with the
Audited Financial Statements for the Financial Year ('F.Y.') ended March 31, 2024:
The summary of the Company's financial performance, both on a consolidated and
standalone basis, for the F.Y. 2023-24 as compared to the previous F.Y. 2022-23 is given
below:
For details, refer section on Financial Statements
Transfer to Reserve
During the year under review, the Board of Directors did not recommend transfer of any
amount to any reserve.
REVIEW OF BUSINESS & OPERATIONS, THE STATE OF AFFAIRS OF THE COMPANY AND
MACRO-ECONOMIC OUTLOOK
The Company reported consolidated net revenue of Rs. 20,627 million for the F.Y.
2023-24 which was up by 31% as compared to the previous F.Y. The revenue streams continue
to be diversified across our 3 business segments namely Wealth Management, Asset
Management and Capital Markets. The consolidated operating profit after tax of Rs. 5,970
million, for the F.Y. 2023-24, is up by 62% as compared to the previous F.Y. For further
details, you may refer the Management Discussion & Analysis Report which forms part of
this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company, which occurred between the end of the F.Y. 2023-24 to which the financial
statements relate and the date of this Annual Report.
DIVIDEND
The Company did not declare any dividend till the last Board Meeting held on May 10,
2024.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a
Dividend Distribution Policy has been formulated and the same is available on the website
of the Company i.e. https://www.nuvama.com/wp-content/
uploads/2023/08/Nuvama-Dividend-Distribution-Policy. pdf
SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND EDELWEISS FINANCIAL SERVICES LIMITED
The Board of Directors of the Company at their meeting held on May 13, 2022, approved
the Scheme of Arrangement between the Company with Edelweiss Financial Services Limited
('EFSL') and their respective shareholders and creditors ('the Scheme'), under Sections
230 - 232 and other applicable provisions of the Companies Act, 2013 ('the Act') which,
envisaged demerger of the wealth management business of EFSL with the Company.
The National Company Law Tribunal ('NCLT'), Mumbai Bench, sanctioned the Scheme vide
its Order dated April 27, 2023, and the effective date of the Scheme was May 18, 2023.
Upon the Scheme coming into effect and in consideration of the transfer and vesting of
the wealth management business with the Company, 1,05,12,660 equity shares of Rs. 10 each
held by EFSL in the Company were extinguished and cancelled and the shareholders of EFSL
whose names appeared in the Register of Members on the Record Date i.e. June 2, 2023 were
allotted 1,05,28,746 equity shares of Rs. 10 each of the Company.
Pursuant to the Scheme, the equity shares of the Company were listed on BSE Limited
('BSE') and National Stock Exchange of India Limited ('NSE') on September 26, 2023.
SHARE CAPITAL
Authorized Capital:
The Authorized Share Capital of the Company as on March 31, 2024, stood at Rs.
20,00,00,00,000 divided into 1,20,00,000 preference shares of Rs. 1,000 each; 4,60,000
preference shares of Rs. 10 each and 79,95,40,000 equity shares of Rs. 10 each.
During the period under review, there was no change in the Authorised Share Capital of
the Company.
Issued, Subscribed and Paid-up Share Capital
a. Allotment pursuant to Scheme of Arrangement: Consequent to the Scheme of Arrangement
sanctioned by NCLT, Mumbai Bench, vide its Order dated April 27, 2023, the following
changes were effected in the paid-up share capital of the Company on June 9, 2023:
i. extinguishment and cancellation of 1,05,12,660 equity shares of Rs. 10 each held by
EFSL in the Company.
ii. allotment of 1,05,28,746 equity shares of Rs. 10 each to the eligible shareholders
of EFSL whose names appeared in the Register of Members of EFSL as on the Record Date i.e.
June 2, 2023.
b. Allotment pursuant to exercise of Employee Stock Options
During the year under review, the Company allotted 2,36,262 equity shares of Rs. 10
each pursuant to exercise of Employee Stock Options under the Nuvama Wealth Management
Limited - Employee Stock Option Plan 2021 ('ESOP Scheme').
The shares allotted rank pari pasu with the existing share capital of the Company.
Accordingly, as on March 31, 2024, the issued, subscribed and paid-up share capital of
the Company stood at Rs. 35,30,86,030/- consisting of 3,53,08,603 equity shares of face
value of Rs. 10 each fully paid up.
EMPLOYEES STOCK OPTION SCHEME
The stock options granted to the employees of the Company/its subsidiaries/its
associates are currently operated through Nuvama Wealth Management Limited - Employee
Stock Option Plan 2021.
Consequent to the listing of the equity shares of the Company on BSE and NSE on
September 26, 2023, the Company was required to ratify the ESOP scheme which was in place
prior to the listing of equity shares to be in conformity with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB
Regulations'), by obtaining approval of the Members of the Company before making any fresh
grant under the ESOP Scheme. Further, the ESOP Scheme was also amended to include in the
definition of "employees", as per the SBEB Regulations. The aforesaid
ratification and amendment were approved by the Members of the Company via postal ballot
on March 2, 2024.
A certificate from the Secretarial Auditor of the Company confirming that the ESOP
Scheme has been implemented in accordance with the SBEB Regulations would be made
available for inspection by Members through electronic means.
The relevant disclosures pursuant to Regulation 14 of the SBEB Regulations are uploaded
on the website of the Company i.e. www.nuvama.com and the same would be available for
inspection by Members through electronic means. Members can request the same by sending an
email to secretarial@nuvama.com.
The relevant disclosures in terms of Ind AS 102, relating to the share based payment,
forms part of Note 2.42 and 40.B of the Standalone Financial Statements and Consolidated
Financial Statements of the Company respectively.
INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate policies and procedures to ensure that the system
of Internal Controls including Internal Financial Controls are commensurate with the
nature, size and complexities of the Company's business and operation and the same are
adequate and operating effectively.
The Company has system of Internal Financial Controls which provides a reasonable
assurance in respect of providing financial and operational information, complying with
applicable statutes, safeguarding of assets of the Company, prevention and detection of
errors and frauds, accuracy and completeness of accounting records and ensuring compliance
with corporate policies.
INTERNAL AUDIT
The Internal Auditors of the Company follow standards on Internal Audit along with
guidelines issued by regulators and ensures compliance with Section 138 of the Act read
with Rule 13 of the Companies (Accounts) Rules, 2014, as amended and notified from time to
time. The Internal Audit function operates under the supervision of the Audit Committee of
the Board.
The adequacy and effectiveness of internal controls system, compliance to internal and
regulatory guidelines and risk management practices followed by the company is regularly
tested and reviewed by the internal auditors. Internal Audit Reports and action taken
reports thereon are reviewed by the Audit Committee and discussed. The Company believes
that these systems provide reasonable assurance that the Company's internal controls, risk
management and governance related systems and processes are adequate and are operating
effectively as intended.
BORROWINGS
During the year under review, the Company had issued Commercial papers (listed as well
as unlisted) from time to time.
The details of Credit Rating assigned to the various borrowing programmes forms part of
the Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules,
2014, are given in the Note no. 2.4 and 2.37 of the Standalone Financial Statements of the
Company.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company had 11 Subsidiaries, 1 Associate Company, 1 Joint
Venture Company and the details are as under:
* Joint Venture through Nuvama Asset Management Limited
During the year under review, Nuvama Asset Management Limited, a wholly owned
subsidiary of the Company entered into a joint venture agreement with Cushman and
Wakefield India Private Limited and subsequently Nuvama and Cushman & Wakefield
Management Private Limited was incorporated on September 4, 2023.
During the year under review, Nuvama Investment Advisors LLC ('NIALLC') became a wholly
owned subsidiary of the Company with effect from September 6, 2023, consequent to the
acquisition of 12,51,001 Class A Ordinary equity shares of USD 1 each and 100 Class B
Ordinary equity shares of USD 1 each of NIALLC from EC International Limited.
The Company incorporated a wholly owned subsidiary with the name of Nuvama Wealth
Management (DIFC) Limited in Dubai on June 4, 2024.
Details with regard to the Material Subsidiaries of the Company are given in the
Corporate Governance Report which forms part of this Annual Report.
The Company's Financial Statements including the accounts of its subsidiaries which
forms part of this Annual Report are prepared in accordance with the Act and Ind AS.
A report on the performance and financial position of each of the subsidiaries of the
Company, as per the Act is provided in the prescribed Form AOC-1 which is annexed to the
said Audited Consolidated Financial Statement
The Audited Financial Statements of the subsidiaries of the Company for the financial
year ended March 31, 2024, are available on the website of the Company i.e. www.nuvama.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In line with Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In line with Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY ('CSR') INITIATIVES
The Company strongly believes in doing the right thing for all our stakeholders.
The Company's CSR focus areas during the year under review was, economic empowerment of
women, education of children and community resilience and climate action with the
following objectives:
• Promoting gender equality, empowering women and building measures to reduce
inequalities faced by socially and economically backward groups.
• Creating income-generation opportunities.
• Promoting education and enhancing vocational skills, especially among children.
• Ensuring environmental sustainability, ecological balance and conservation of
natural resources.
The Company and its subsidiaries strongly believe in creating a positive impact through
the CSR space and it is our endeavour to deepen the same in the years to come.
The CSR Committee comprises of three Directors viz., Mr. Sameer Kaji, as Chairperson,
Mr. Birendra Kumar and Mr. Shiv Sehgal, as Members in accordance with Section 135 of the
Act.
The CSR Committee has formulated and recommended to the Board a CSR Policy indicating
the CSR activities which can be undertaken by the Company and the same is available on the
website of the Company i.e. https:// www.nuvama.com/wp-content/uploads/2024/03/CSR-
Policy.pdf
The Annual Report on CSR Activities of the Company pursuant to Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, outlining the CSR policy, the
initiatives undertaken by the Company during the year is given in Annexure 1 to
this Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
a. Composition of Board
As on March 31, 2024, the Board of Directors of the Company comprised of eleven (11)
Directors out of which two (2) are Executive Directors, four (4) are Non-executive
Non-Independent Directors (Nominee Director), five (5) are Independent Directors including
one (1) Independent Woman Director. The complete list of Directors of the Company is
provided in the Corporate Governance Report which forms part of this Annual Report.
The Board composition is in compliance with the requirements of the Act and the Listing
Regulations. The Board is of the opinion that the Independent Directors of the Company are
persons of integrity with requisite expertise and experience (including the proficiency).
b. Cessation:
During the year under review, Mr. Sujey Subramanian - Non-executive Non- Independent
Director and Mr. Kunnasagaran Chinniah- Independent Director, resigned from the Board of
the Company with effect from May 1, 2023. The Board placed on record its appreciation for
the contribution made by them during their tenure on the Board of the Company.
Mr. Ramesh Abhishek - Nominee Director resigned from the Board of the Company with
effect from June 10, 2024. The Board placed on record its appreciation for the
contribution made by him during his tenure on the Board of the Company.
c. Appointment:
During the year under review, the Board of Directors on the recommendation of the
Nomination and Remuneration Committee ('NRC') appointed Mr. Sameer Kaji and Mr. Kamlesh
Vikamsey as Additional Directors (Non-executive - Independent) with effect from May 1,
2023 and May 30, 2023, respectively. Subsequently, the Members at the 30th AGM of the
Company held on June 1, 2023, approved their appointment as Independent Directors.
d. Directors liable to retire by rotation:
In accordance with Section 152 of the Act and the Articles of Association of the
Company,
Mr. Ashish Kehair and Mr. Aswin Vikram are liable to retire by rotation at the ensuing
AGM and being eligible have offered themselves for re-appointment. The Board recommends
their re-appointment for the approval of the Members.
e. Re-appointment:
Mr. Ashish Kehair was appointed as the Managing Director & Chief Executive Officer
('MD & CEO') on the Board of Directors of the Company with effect from September 21,
2021, for a period of 3 years. The tenure of Mr. Kehair as the MD will expire on September
20, 2024. Considering that Mr. Kehair has been instrumental in shaping Nuvama Group's
strategic direction and expansion of business across geographies, the Board based on the
recommendation of the NRC and in accordance with the Act and the Listing Regulations
approved the reappointment of Mr. Kehair as the MD & CEO of the Company for a further
term of 3 years, with effect from September 21, 2024, subject to the approval of the
Members of the Company at the ensuing AGM.
Mr. Shiv Sehgal was appointed as an Executive Director ('ED') on the Board of Directors
of the Company with effect from January 11, 2022, for a period of 3 years. The tenure of
Mr. Sehgal as an ED will expire on January 10, 2025. Considering that Mr. Sehgal is
responsible for the Capital Market businesses which includes Institutional Equities
(covering sales, research and trading) and Asset Services, the Board based on the
recommendation of the NRC and in accordance with Act and the Listing Regulations approved
the re-appointment of Mr. Sehgal as an ED of the Company for a further term of 3 years,
with effect from January 11, 2025, subject to the approval of the Members of the Company
at the ensuing AGM.
KEY MANAGERIAL PERSONNEL
a. Composition of Key Managerial Personnel
As on the date of the report, Mr. Ashish Kehair, Managing Director & CEO, Mr. Shiv
Sehgal, Executive Director, Mr. Bharat Kalsi, Chief Financial Officer and Ms. Sneha
Patwardhan, Company Secretary, are the Key Managerial Personnel pursuant to Section 203 of
the Act and Rules made thereunder.
b. Appointment and Cessation of Key Managerial Personnel
Mr. Mihir Nanavati ceased to be the Chief Financial Officer of the Company with effect
from May 14, 2024 and Mr. Bharat Kalsi was appointed as the Chief Financial Officer of the
Company with effect from May 15, 2024.
During the year under review, Ms. Pooja Doshi was appointed as the Company Secretary of
the Company with effect from May 25, 2023 and she ceased to be the Company Secretary with
effect from July 14, 2023. Subsequently, Ms. Sneha Patwardhan was appointed as the Company
Secretary of the Company with effect from July 15, 2023.
MEETING OF DIRECTORS
Meetings of the Board of Directors
During the year under review, seven (7) meetings of the Board of Directors were held.
The details of the meetings are given in the Corporate Governance Report which forms part
of this Annual Report.
Evaluation of the Performance of the Board
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provision of the Act and the Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the
basis of certain criteria such as the Board composition, effectiveness of Board processes,
knowledge, experience, competency etc. of the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the committee members on the basis of
certain criteria such as the roles and responsibilities of the Members, composition of
committees, effectiveness of committee meetings, etc.
The Board reviewed the performance of individual Directors on the basis of certain
criteria such as the contribution of the individual Director to the Board and Committee
Meetings in the form of participation in the deliberations and providing constructive
contribution like preparedness on the issues to be discussed, meaningful and constructive
contribution, deliberation and inputs in meetings, etc. The Board noted that the overall
evaluation was positive and the Board as a whole comprised of qualified and experienced
directors functioning cohesively as a team.
In a separate meeting of Independent Directors, performance of the Non-Independent
Directors and the Board as a whole was evaluated. Additionally, they also evaluated the
Chairperson of the Board, taking into account the views of the Executive and Non-executive
Directors. The Board also assessed 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 above evaluation was then discussed
in the Board Meeting and performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.
Declaration by Independent Directors
The Board took on record the necessary declarations from all the Independent Directors
of the Company as required, pursuant to Section 149(7) of the Act and Regulation 25 (8) of
the Listing Regulations, stating that they meet the criteria of independence laid down in
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
All the Independent Directors of the Company have registered themselves on the
Independent Directors' Databank mandated by the Indian Institute of Corporate Affairs as
per the requirements of Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
Familiarization Programme for the Independent Directors
Details of the Familiarization Programme are provided in the Corporate Governance
Report which forms part of this Annual Report and are also available on the website of the
Company i.e. https://www.nuvama.com/wp-
content/uploads/2024/05/Familiarisation-programme- of-Independent-Director.pdf
Nomination and Remuneration Policy
The Board has formulated a Nomination and Remuneration Policy which lays down the
framework for appointment criteria, removal, retirement and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel.
The Nomination and Remuneration Policy is given in Annexure 2 to this Report and
is also available on the website of the Company i.e. https://www.nuvama.
com/wp-content/uploads/2024/05/Nomination-and- Remuneration-Policy.pdf
COMMITTEES OF THE BOARD
The various Committees constituted pursuant to provisions of the Act and the Listing
Regulations are provided in the Corporate Governance Report which forms part of this
Annual Report.
RISK MANAGEMENT
Risk Management of the Company establishes the philosophy towards risk identification,
analysis and prioritization of risks, development of risk mitigation plans and reporting
on the risk environment.
The Company has put in place a Policy for identification of internal and external risks
including financial, operational, sectoral, information, cyber security, people, infra
risks and any other risks as may be determined by the Risk Management Committee/Board. The
Policy details the measures for risk mitigation, including systems and processes for
internal control of identified risks and business continuity planning.
Internal Audits monitor and conduct periodic evaluations of the risk management,
internal control and compliance activities to ensure the adequacy of risk controls and
appropriate risk governance. The Board and the Risk Management Committee of the Company
are entrusted with the responsibility to review, assess and oversee the implementation of
risk management policies and practices.
During the year under review, the Risk Management Committee has not identified any
element of risk which in its opinion may threaten the existence of the Company. The
Company's internal control systems are commensurate with the nature of its business, size
and complexity of its operations.
RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during the F.Y. 2023-24
with the related parties were in compliance with the applicable provisions of the Act and
the Listing Regulations. Omnibus approval of the Audit Committee is obtained for all
related party transactions which are foreseen and of repetitive nature. Pursuant to the
said omnibus approval, details of transactions entered into are also reviewed by the Audit
Committee on a quarterly basis.
During the year under review, all contracts/arrangements/ transactions entered into by
the Company with related parties were in ordinary course of business and on an arm's
length basis. None of the transactions required members' prior approval under the Act or
the Listing Regulations. There were no material related party transactions by the Company
during F.Y. 2023-24. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
The Company has also put in place necessary mechanism and has formulated a policy on
materiality of related party transactions and on dealing with related party transactions,
in line with the requirements of Regulation 23 of the Listing Regulations. This Policy
provides a framework to ensure proper identification, approval, and subsequent
modification of the Related Party Transactions and the said policy is available on the
website of the Company i.e. https://www.nuvama.
com/wp-content/uploads/2023/08/Nuvama-Policy-on-
dealing-with-Related-Party-Transactions.pdf
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and the Rules made thereunder and amended from
time to time, the Annual Return of the Company for the financial year ended March 31, 2024
in prescribed Form MGT-7, is available on the website of the Company i.e. www.nuvama.com
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars on energy conservation, technology absorption and foreign exchange earnings
and outgo are annexed as Annexure 3 to this Annual Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the
Company has formulated a Vigil Mechanism/ Whistle Blower Policy for Directors and
Employees of the Company to facilitate responsible and secure reporting of genuine
concerns providing adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.
The Vigil Mechanism is overseen by the Audit Committee and the same is available on the
website of the Company i.e. https://www.nuvama.com/wp-content/
uploads/2023/08/Nuvama-Whistle-Blower-Vigil- Mechanism-Policy.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to establishing and maintaining a congenial, safe and fair
work environment that is free from discrimination, intimidation and sexual harassment of
women at workplace.
Focused efforts have been put to be fully compliant with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the Rules
framed thereunder and creating a culture of Zero Tolerance towards any untoward act or
behaviour which is in violation to the provisions of the POSH Act.
The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee pursuant to the POSH Act.
The Company has established a detailed framework for adherence of the POSH Act, which
includes formulating a detailed Policy, Investigation & Redressal mechanism,
constitution of Internal Committees and training of all Internal Committee members and
other Senior Leaders.
All employees are also required to undergo a detailed e-learning module on the key
aspects of Prevention of Sexual Harassment Policy.
The details of complaints pursuant to Section 22 of the POSH Act for F.Y. 2023-24 are
as under:
a) Number of complaints received during the year: 0
b) Number of complaints disposed of during the year: 0
c) Number of cases pending as on end of the year: 0
d) Nature of action taken by the employer or district officer: Not Applicable
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in Annexure 4 to this Annual Report.
In terms of first proviso to Section 136 of the Act, this Annual Report is being sent
to the Members and others entitled thereto, excluding the information on employees'
particulars as required pursuant to the provisions of Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information
will be available for inspection by Members in electronic mode. Members can inspect the
same by sending an e-mail to the Company at secretarial@nuvama.com.
AUDIT COMMITTEE
The Audit Committee comprises of four (4) Directors viz Mr. Kamlesh Vikamsey,
Chairperson, Mr. Birendra Kumar, Mr. Navtej S. Nandra and Mr. Nikhil Kumar Srivastava as
Members of the Committee. All the recommendations made by the Audit Committee were
accepted by the Board.
The brief details of the Audit Committee are provided in the Corporate Governance
Report which forms part of this Annual Report.
STATUTORY AUDITORS' AND AUDITORS' REPORT
Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014, the Members of the Company at its 30th AGM held on June 1, 2023, approved the
re-appointment of M/s. S. R. Batliboi & Co. LLP (Firm Registration Number -
301003E/E300005) as the Statutory Auditors' of the Company for a second term for a term of
five years commencing from the conclusion of the 30th AGM till the conclusion of 35th AGM
of the Company to be held in the year 2028.
Auditors' Report
The Report of the Statutory Auditors' on the financial statements does not contain any
qualification, reservation, adverse remarks or disclaimer. The Notes to the Accounts
referred to in the Statutory Auditors' Report are self-explanatory and therefore do not
call for any further explanation including a matter of emphasis related to specific
litigation . Further, pursuant to Section 143(12) of the Act, the Statutory Auditors' of
the Company
have not reported any instances of fraud committed by its officers or employees.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Act and the Rules made thereunder, the Board had
appointed M/s. SVVS & Associates, Company Secretaries LLP, Practicing Company
Secretaries to conduct Secretarial Audit of the Company for F.Y. 2023-24. The report of
the Secretarial Auditor is annexed as Annexure 5 to this Annual Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remarks,
or disclaimer.
Pursuant to Regulation 24A of the Listing Regulations, a listed company is required to
annex secretarial audit report of its material unlisted subsidiary to its Directors'
Report. Accordingly, the Secretarial Audit Report of Nuvama Clearing Services Limited for
the F.Y. 2023-24 is annexed as Annexure 6 to this Annual Report.
FEMA COMPLIANCE
With reference to Master Direction on Foreign Investment in India and circulars issued
thereunder by Reserve Bank of India ("RBI"), the Company has complied
with the provisions for downstream investment from time to time. Accordingly, the Company
has obtained certificate from statutory auditors in this regard pursuant to applicable
guidelines issued by RBI.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under the Listing Regulations forms an
integral part of this Report. The requisite certificate from M/s. SVVS & Associates
Company Secretaries LLP, Practicing Company Secretaries confirming compliance with the
conditions of Corporate Governance as stipulated under Listing Regulations is attached to
the Corporate Governance Report which forms part of this Annual Report.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors of the Company to the
best of their knowledge, belief, ability and according to the information and explanation
obtained by them, hereby confirm that:
a) in the preparation of the annual financial statement for the F.Y. 2023-24, the
applicable accounting standards had been followed and there were no material departures
from prescribed accounting standards;
b) Your Company has 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 F.Y. and of the profit of
the Company for that period;
c) proper and sufficient care has been taken 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;
d) the annual financial statement has been prepared on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
OTHER DISCLOSURE
Your Directors' state that no disclosure or reporting is required as there were no
transactions during the year under review in respect of the following matters:
a) details relating to the deposits covered under Chapter V of the Act;
b) issue of equity shares with differential rights as to dividend, voting or otherwise,
sweat equity shares;
c) maintenance of cost records as specified by the Central Government under Section 148
of the Act;
d) proceeding pending with National Company Law Tribunal under the Insolvency and
Bankruptcy Code, 2016;
e) significant or material orders by the Regulators or Courts or Tribunals which impact
the going concern status and Company's operations in future;
f) instance of one-time settlement with any Bank or Financial Institution;
g) change in nature of business of the Company during the year;
h) transfer of any amount to Investor Education and Protection Fund; and
i) defaulted in repayment of loans from banks and financial institutions.
ACKNOWLEDGEMENTS
The Board acknowledges the valuable guidance and continued support extended by the
Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges,
Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders.
Your Directors would also like to take this opportunity to express their appreciation for
the dedicated efforts of the employees of the Company.