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NESCO Ltd.

BSE: 505355 Sector: Others
NSE: NESCO ISIN Code: INE317F01027
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VOLUME 354
52-Week high 2722.00
52-Week low 1613.05
P/E 18.70
Mkt Cap.(Rs cr) 3,359
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NESCO Ltd. (NESCO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 57th annual report of yourCompany for the year ended 31 March 2016.

1. Financial Results:
(Rs. in lakhs)
Particulars Consolidated Standalone
2015-16 2014-15 2015-16 2014-15
Income 27559.14 22277.98 27336.39 22271.88
Profit before depreciation and tax 20034.13 16634.54 20032.98 16647.56
Depreciation 670.13 670.09 670.13 670.09
Profit Before Taxes 19364.00 15964.45 19362.85 15977.47
Provision for Taxes 6072.03 4814.02 6072.03 4814.02
Net Profit after Taxes 13291.97 11150.43 13290.82 11163.45
Balance brought Forward 50.00 50.00 50.00 50.00
Amount available for appropriations:
1. Dividend 1197.83 915.98 1197.83 915.98
2. Tax on Dividend 243.85 155.67 243.85 155.67
3. Transfer to General Reserve 11850.29 10078.79 11849.14 10091.80
4. Surplus carried forward to Profit and
Loss Account 50.00 50.00 50.00 50.00

2. Review of Operations:

Your Company achieved a consolidated turnover of Rs. 27559.14 lakhs an increase of23.71% over the previous year’s consolidated turnover of Rs. 22277.98 lakhs.

Consolidated profit before depreciation and tax wasRs. 20034.13 lakhs as compared toRs. 16634.54 lakhs in previous year an increase of 20.44%. Consolidated earnings pershare amounted to Rs. 94.32 (previous year Rs. 79.13). Company’s general reservesincreased from Rs. 52547.26 lakhs to Rs. 64397.55 lakhs.

3. Dividend:

The Board of Directors has decided that interim dividend of Rs. 8.50 per share of Rs.10.00 each be dividend confirmed as final

4. Management Discussion and Analysis: i) Nesco IT Park:

Income for the year was Rs. 12046.02 lakhs (previous year Rs. 9067.36 lakhs) anincrease of 32.85%.

Your Company has started construction of IT building 4 having built up area of approx.1700000 sq. ft. The building is pre-certifiedPlatinum rated under the LEED India forCore & Shell rating system from the Indian Green Building Council. IT buildings 1 2and 3 are fully occupied by well renowned companies. Hall 3 provides Incubation Centre andChild Care Centre for children of employees working in Nesco IT Park.

ii) Bombay Exhibition Centre:

Income for the year was Rs. 11183.36 lakhs compared to Rs. 8586.27 lakhs in theprevious year an increase of 30.25%.

During the year 156 exhibitions and conventions were held in our Centre out of which33 were new organizers. Some of the new clients include Infinity Exhibitions &Conferences Pvt. Ltd. JP Morgan Services India Pvt. Ltd. V-Rock Entertainment AgencyDalit Indian Chambers of Commerce & Industry (DICCI) New Media Communication Pvt.Ltd. and Artisians & Weavers Welfare Association. The Maritime Exhibition organized byMinistry of Shipping held in April 2016 in Bombay Exhibition Centre was inaugurated byIndian Prime Minister Mr. Narendra Modi when Chief Ministers of Maharashtra Gujaratother states and several foreign and national dignitaries were present. This exhibitionhas attracted large investments.

Our Centre continues to bring large number of visitors and tourists from out of CityState and Country.

iii) Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited wholly owned subsidiary of your Company has earnedrevenue of Rs. 222.75 lakhs as compared to Rs. 6.10 lakhs during the previous period.

The Company has started food court services within our Nesco Complex with leadinginternational and national food brands and is targeting to cater the growing demand ofquality food services from the exhibition organizers exhibitors visitors and employeesworking in Nesco IT Park. Your Company is taking steps to establish a large world classkitchen construction is expected to start in later part of this year. iv) Indabrator:

In the year under review Indabrator income was Rs. 2501.74 lakhs (previous year Rs.1790.92 lakhs) an increase of 39.69%

2015-16 showed some progress in the capital goods industry. A number of projects whichwere deferred in the previous year were completed in the current year. Your Company hasrecently won several large contracts. Company has decided to expand its machine buildingdivision at its Visholi Complex Gujarat construction for which is expected to start inQ4 of this year. v) Investments:

Income from investments and other income was Rs. 1605.27 lakhs (previous year Rs.2827.33 lakhs).

5. Finance:

Your Company had no debt as on 31 March 2016. Company’s liquid resources (fixedmaturity plans mutual funds cash & bank balances) increased by 6.59% to Rs.41439.01 lakhs from Rs. 38878.07 lakhs. Your Company has neither accepted any depositsfrom the public during the year nor are any deposits outstanding for repayment.

6. Corporate Social Responsibility:

Your Company has undertaken several programs and activities as part of its CorporateSocial

Responsibility Group. In the rural areas your Company has supported setting up of anindustrial training institute and three English Medium Schools. These Schools providemodern education facilities including smart class / audio visual learning system moderncomputer labs etc. The Company’s CSR team regularly monitors these activities.

Your Company has also taken initiatives under "Swachh Bharat Abhiyan". A new900000 Litres Over Head Water Tank at a nearby village is completed with yourCompany’s assistance. Old Water Tank having capacity of 240000 Litres was alsorenovated. Several toilets were constructed in a village as part of Swachh Bharat Program.

The Company is evaluating and will take up more CSR activities in different areas. TheAnnual Report on CSR activities is annexed as "Annexure A."

7. Directors and Key Managerial Personnel:

Dr. Ram S. Tarneja Independent Director of the Company who was a Director of theCompany for many years expired on 07 August 2015. Your Board places on record itsappreciation for outstanding contribution made by Dr. Tarneja during his tenure as anIndependent Director. Mrs. Sudha S. Patel Non-Executive Director retires by rotation atthe ensuing annual general meeting pursuant to the provisions of Section 152 of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and Articles of Association of your Company and being eligible has offeredherself for reappointment. Her brief resume and other related information has beendetailed in the annexure to the notice.

Mr. Sumant J. Patel Chairman & Managing Director Mr. Krishna S. Patel JointManaging Director Mr. Dipesh R. Singhania Chief Financial Officer and Ms. Jinal J. ShahCompany Secretary and Compliance Officer (appointed w.e.f. 09 February 2016) are the KeyManagerial Personnel.

8. Board Evaluation:

Regulation 17 of the Listing Regulations mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual Directors.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report section in this annual report.

9. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associatedwith corporate and business organizations. They have been associated with your Companysince last several years hence they all understand Company’s business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company’s business and manufacturing activitiesand were also introduced to Company’s staff. They were also introduced to newactivities of the Company namely Day Care Centre Food Court area and the new HospitalitySubsidiary Company.

10. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Listing Regulations.

11. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b) details of Board Meetings held during the year are givenin the Report on Corporate Governance.

During the year 5 (Five) Board Meetings and 4 (four) Audit Committee meetings wereheld details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

A separate meeting of Independent Directors pursuant to Section 149(7) read withSchedule VI of the Companies Act 2013 and Clause 49 was held on 23 May 2015.

12. Policy on Directors appointment and Remuneration and other details:

The Company’s policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in Corporate Governance Reportwhich forms part of Annual Report.

13. Directors’ Responsibility Statement as required under Section 134(3)(c) of theCompanies Act 2013:

The Directors state that: - a. in the preparation of the annual accounts for thefinancial year ended 31 March 2016 the applicable accounting standards and Schedule IIIof the Companies Act 2013 have been followed and there are no material departures fromthe same; b. the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at 31 March 2016 andof the profitand loss of the Company for the financial year ended 31 March 2016; c. properand sufficientcare has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. the annualaccounts have been prepared on a going concern basis; e. proper internal financialcontrols laid down by the Directors were followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and f. proper systems toensure compliance with the provisions of all applicable laws were followed and that suchsystems were adequate and operating effectively.

14. A. Auditors and Auditors Report:

The Board of Directors in their meeting held on 23 May 2015 on the basis ofrecommendations of the Audit Committee in accordance with the provisions of Section139(1) of the Companies Act 2013 had appointed M/s Manubhai & Shah LLP to act asthe Statutory Auditors of your Company till the conclusion of the 60th Annual GeneralMeeting. The Company has received certificate from the Auditors to the effect that theappointment is in accordance with the limits specified under Section 139(9) of theCompanies Act 2013.

The Board of Directors in their meeting held on 30 May 2016 ratified the appointmentof Auditors for the financial year 2016-17.

The Auditors Report for the financialyear 2015-16 does not contain any qualificationreservation or adverse remark.

B. Secretarial Audit and Secretarial Audit Report:

The Board of Directors at its meeting held on 17 March 2016 in accordance with theprovisions of Section 204 of the Companies Act 2013 and the Companies Appointment andRemuneration of Managerial Personnel) Rules 2014 has appointed M/s. ND & Associatesa firm of Company Secretaries in practice to undertake the Secretarial Audit of theCompany. The report of the Secretarial Audit Report is annexed herewith as "AnnexureB." The Secretarial Auditors Report for the financial year 2015-16 does not containany qualification reservation or adverse remark.

15. Particulars of Loans Guarantees and Investments:

The particulars of loans guarantees and investments made by the Company pursuant toSection 186 of the Companies Act 2013 have been disclosed in the financial statementsforming part of Annual Report.

16. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and welldefined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors. The internal audit is conducted at variouslocations of Company and covers all key areas. All audit observations and follow upactions are discussed with the Management as also the Statutory Auditors and the AuditCommittee reviews them regularly.

17. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with fraud and mismanagement if any. Thepolicy is on the website of the Company.

18. Safety Health and Environment:

Your Company recognizes its role in health and safety as well as its responsibilitytowards environment and society. In fact your Company’s goals are: no accidents noinjuries to people and no damage to environment. Safety and security of personnel assetsand environmental protection are also on top of the agenda of the Company at itsmanufacturing facilities.

Clean environment and sustainable development integrated with the business objective isthe focus of the Company. The projects and activities are planned and designed withenvironment protection as an integral part to ensure a safe and clean environment forsustainable development.

19. Corporate Governance:

As required by Regulation 27 of the Listing Regulations of stock exchange a report oncorporate governance and a certificate from M/s. Manubhai & Shah LLP CharteredAccountants confirming compliance with requirement of corporate governance are given as aseparate report which forms part of this annual report.

20. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.

21. Conversion of energy technology absorption foreign exchange earnings and outgo:

The Company is undertaking necessary energy conservation activities in accordance withthe provisions of Section 134(3)(m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

22. Extract of Annual Return:

Pursuant to Section 134(3)(a) extract of Annual Return in Form MGT- 9 has been annexedherewith as "Annexure C".

23. Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company has been annexed herewith as "Annexure D."

24. Subsidiary Company:

During the previous year your Company had entered into the business of food cateringand related services within the Nesco Complex. Nesco Hospitality Private Limited a whollyowned subsidiary of your Company is now operating Food Courts Day Care Centre andGymnasium in Bombay Exhibition Centre and Nesco IT Park. The Company is also in process ofsetting up world class kitchen facility to cater the needs of employees working in NescoIT Park and visitors to exhibitions and conventions.

A separate statement containing the salient features of financial statements ofsubsidiary of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.

25. Related Party Transactions:

During the financial year 2015-16 all related party transactions that were enteredinto were on an arm’s length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure E" to thisReport.

26. Deposits from Public:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

27. Consolidated Financial Statement:

The Consolidated Financial Statement of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India form part of this Annual Report.

28. Appreciation:

Your Board of Directors wish to convey their appreciation for the support extended bythe clients shareholders bankers and the employees of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel

Chairman & Managing Director

DIN: 00186976

Mumbai 30 May 2016

ANNEXURE A REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITES

Nesco’s Corporate Social Responsibility (CSR) policy is aimed at demonstratingcare for the community through its focus on education & skill development and health& wellness. The projects undertaken will be within the broad framework of Schedule VIIof the Companies Act 2013.

Composition of CSR Committee Mr. Sumant J. Patel
Mr. Mahendra Chouhan
Mr. Krishna S. Patel

Average net profit of the Company for Last Three financial

Average Net Profit:Rs. 13011.51 lakhs

Prescribed CSR Expenditure (two percent of the amount as in item above)

The Company is required to spend Rs. 260.23 lakhs towards CSR.

Details of CSR spend for the financial year: i) Total amount spent for thefinancial year: Rs. 260.34 lakhs ii) Amount unspent if any: NIL

Manner in which the amount spent during the financial year is detailed below:

(Figures are in Rs. in lakhs)

CSR projects / activities Sector in which the Project is covere d Location where Project is undertaken (Local Area / District) Amount outlay Project or program wise Amount spent on the projects or programs Cumulative Expenditure up to the Reporting period Amount spent: Direct or through implementing agency
Direct Expenditure Over Heads
Promoting Education by building infrastructure at schools computer hardware and software for smart classes Education Tarapur Gujarat 131.25 131.23 131.23 Through implementing agency
Making available safe drinking water by constructing new overhead water tank and repairing and reconstructing old water tank providing funds for drilling tube well Water Karamsad Gujarat 103.50 101.62 1.77 103.39 Through implementing agency
Promoting healthcare and sanitation by construction of sanitary facilities viz. toilets etc. Health & Hygiene Karamsad Gujarat 0.75 0.72 0.72 Through implementing agency
To serve rural people especially poor downtrodden and weaker sections and provide them medication. Providing training in Medical and Paramedical fields. Promoting Medical Care community Health and Education Loni and other nearby districts of Maharashtra 25.00 25.00 25.00 Direct
TOTAL 260.50 258.57 1.77 260.34

Sumant J. Patel

Chairman CSR Committee

DIN: 00186976

Mumbai 30 May 2016

ANNEXURE B

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

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

To The Members

Nesco Limited

Nesco Complex Western Express Highway Goregaon (East) Mumbai - 400063

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Nesco Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the M/s. Nesco Limited’s books papers minute booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit periodcoveringthefinancialyear ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon 31st March 2016 according to the provisions of: (i) The Companies Act 2013 (the Act)and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

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

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :-

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the Auditperiod)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

(Not applicable to the Company during the Audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(Not applicable to the Company during the Audit period)

(vi) Other laws as per the representation made by the Company are as follows:

Factories Act 1948

Industrial Disputes Act 1947

Industrial Relations Act 1962

Payment of Wages Act 1936

Payment of Gratuity Act 1972

Industries (Development & Regulation) Act 1951

Employees Provident Fund and Miscellaneous Provisions Act 1952

Employees State Insurance Act 1948

Environment Protection Act 1986

Indian Contracts Act 1872

Income Tax Act 1961 and Indirect Tax Laws

Environment (Protection) Act 1986

Water (Prevention and Control of Pollution) Act 1974

Applicable Municipal / Panchayat Laws

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to Board and general meetings are complied.

(ii) The Listing Agreements entered into by the Company with Mumbai Stock Exchange andNational Stock Exchange: During the period under review and as per theexplanations/representation made by the management the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned above.

We have relied on the representation made by the Company and its officers for systemsand mechanism formed by the Company for compliances under other applicable Acts laws andregulations to the

Company.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors during the period under review were carried out incompliance with the provisions of the Act.

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

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no instance of : (i)Public/Right/Preference issue of shares / Debentures / Sweat Equity etc. (ii) Redemption/ Buy-Back of Securities.

(iii) Major decisions taken by the members in pursuance to Section 180 of the CompaniesAct 2013. (iv) Merger / Amalgamation / Reconstruction etc.

(v) Foreign technical collaborations.

Further our report of even dated to be read along with the following

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide areasonable basis of my opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws and regulations and happening.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Mumbai ND & Associates
21 May 2016 FCS No. 3262
C P No.: 4741

ANNEXURE D Particulars of Employees a. The ratio of the remuneration of each directorto the median remuneration of the employees of the Company for the financial year:

Executive Director Ratio to median remuneration
Mr. Sumant J. Patel 126.23
Mr. Krishna S. Patel 53.11
Non- executive Directors Ratio to median remuneration
NIL NIL

b. The percentage increase in remuneration of eachdirector officerchief executivefinancial officer company secretary in the financial year:

Name % increase
Mr. Sumant J. Patel Chairman & Managing Director 6.59%
Mr. Krishna S. Patel Joint Managing Director 61.13%
Mr. Dipesh R. Singhania Chief Financial Officer 18.52%

c. The percentage increase in the median remuneration of employees in the financialyear: 19%

d. The number of permanent employees on the rolls of the Company: 135 (excludingKey Managerial Personnel)

e. The explanation on the relationship between average increase in remuneration andCompany performance:

The individual increments varied from 10% to 20% based on individual performance.Besides in applicable cases higher increments were also given.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance besides individual performance.

f. Comparisonoftheremunerationofthekeymanagerialpersonnelagainsttheperformance of theCompany:

(Amount in Rs.)
Aggregate remuneration of Key Managerial Personnel (KMP) 599.25
Consolidated Revenue 27559.14
Remuneration of KMPs (as % of revenue) 2.17%
Profit Before Tax (PBT) 19364.00
Remuneration of KMPs (as % of PBT) 3.09%

g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

(Rs. in lakhs)
Particulars 31 March 2016 31 March 2015 % Change
Market Capitalization 211379.88 217756.51 (2.93%)
Price Earnings Ratio 15.90 19.51 (18.50%)

h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 7.5% after accounting for promotions and otherevent based compensation revisions.

Increase in the managerial remuneration for the year was 18.73%

i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Revenue Rs. 27559.14 lakhs
Profit Before Tax Rs. 19364.00 lakhs

 

Key Managerial Personnel Rs. in lakhs % of Revenue % of PBT
Mr. Sumant J. Patel
Chairman and Managing Director 387.63 1.41% 2.00%
Mr. Krishna S. Patel
Joint Managing Director 163.08 0.59% 0.84%
Mr. Dipesh R. Singhania
Chief Financial Officer 47.22 0.17% 0.24%

j. The key parameters for any variable components of remuneration availed by thedirectors:

The members in the annual general meeting of the Company held on 08 August 2013 hadapproved payment of commission to Mr. Sumant J. Patel at 3% of net profits and in theannual general meeting held on 03 August 2015 approved commission to Mr. Krishna S. Patelat 3% of net profits of the Company.

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

No employee has received remuneration in excess of highest paid director.

l. Affirmation that the remuneration is as per the remuneration policy of the

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and Senior Management is as per the Remuneration Policy of yourCompany.

m. There were no employees in respect of remuneration not less than limitsprescribed under Section 197(12) of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014.

ANNEXURE E FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for Disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 including certain arms lengthtransactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms lengthbasis.

Nesco Limited has not entered into any contract or arrangements or transactions withits related parties which are not on arms length basis during financial year 2015-16.

2. Details of contracts or arrangements or transactions at arms length basis.

Nesco Limited has not entered into any contract or arrangements or transactions withits related parties during financial year 2015-16.

ANNEXURE F

SHARE HOLDING PATTERN
Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year 01/04/2015 No. of Shares held at the end of the year 31/03/2016 % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(A) PROMOTER’S SHAREHOLDING
(1) Indian
(a) Individual 3774219 - 3774219 26.783 3774219 - 3774219 26.783 -
(b) Central Govt. - - - - - - - - -
(c) State Govt(s). - - - - - - - - -
(d) Bodies Corporate 4937712 - 4937712 35.039 4937712 - 4937712 35.039 -
(e) FIs / Banks - - - - - - - - -
(f) Others - - - - - - - - -
Sub-total (A) (1):- 8711931 - 8711931 61.822 8711931 - 8711931 61.822 -
(2) Foreign
(a) NRIs / Individuals - - - - - - - - -
(b) Other Individuals - - - - - - - - -
(c) Bodies Corporates 750000 - 750000 5.322 894400 - 894400 6.347 1.025
(d) FIs / Banks - - - - - - - - -
(e) Qualified Foreign Investor - - - - - - - - -
(f) Others - - - - - - - - -
Sub-total (A) (2):- 750000 - 750000 5.322 894400 - 894400 6.347 1.025
Total Shareholding of Promoter (A) = (A) (1)+(A)(2) 9461931 - 9461931 67.144 9606331 - 9606331 68.169 1.025
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds 405818 - 405818 2.880 452468 - 452468 3.211 0.331
(b) Banks / FIs 3103 40 3143 0.022 3071 40 3111 0.022 -
(c) Central Govt. - - - - - - - - -
(d) State Govt. 1446 - 1446 0.010 452 - 452 0.003 (0.007)
(e) Venture Capital Funds 4050 - 4050 0.029 600 - 600 0.004 (0.025)
(f) Insurance Companies 134400 - 134400 0.954 134400 - 134400 0.954 -
(g) FIs 856270 - 856270 6.076 672111 - 672111 4.769 (1.307)
(h) Foreign Venture Capital Funds - - - - - - - - -
(i) Others - - - - - - - - -
Sub-total (B)(1):- 1405087 40 1405127 9.971 1263102 40 1263142 8.963 (1.008)
(2) Non Institutions
(a) Bodies Corporate - - - - - - - - -
(i) Indian 330880 1768 332648 2.361 389615 1768 391383 2.777 0.416
(ii) Overseas - - - - - - - - -
(b) Individuals - - - - - - - - -
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh 1613924 693157 2307081 16.372 1591932 652845 2244777 15.929 (0.443)
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 492426 49960 542386 3.849 214047 319562 533609 3.787 (0.062)
(c) Others - - - - - - - - -
Non Resident Indians 39967 - 39967 0.284 50135 - 50135 0.356 0.072
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members 2852 - 2852 0.020 2615 - 2615 0.019 (0.001)
Trusts - - - - - - - - -
Foreign Boodies - D R - - - - - - - - -
Sub-total (B)(2):- 2480049 744885 3224934 22.886 2248344 974175 3222519 22.868 (0.018)
Total Public Shareholding (B)=(B) (1)+ (B)(2) 3885136 744925 4630061 32.857 3511446 974215 4485661 31.831 (1.026)
(C) SHARES HELD BY CUSTODIAN FOR GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 13347067 744925 14091992 100.000 13117777 974215 14091992 100.000 -

ANNEXURE G

Managing Director and Chief Financial Officer Certification

To

The Board of Directors

Nesco Limited Mumbai

Dear Members of the Board

We Sumant J. Patel Chairman & Managing Director and Dipesh R. Singhania ChiefFinancial Officer of Nesco Limited to the best of our knowledge and belief state that:

(a) (i) These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that may be misleading;

(ii) These statements present a true and fair view of the Company’s affairs andare in compliance with existing accounting standards applicable laws and regulations.

(b) There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or in violation of theCompany’s code of conduct.

(c) We accept responsibility for establishing and maintaininginternalcontrolsforfinancialreporting. We have evaluated the effectiveness of internalcontrol systems of the Company pertaining to reporting and have disclosed to the Auditorsand the Audit Committee deficiencies in financial the design or operation of suchinternal controls if any of which we are aware and steps taken or proposed to be takenfor rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) Significant changes if any in the internal control over financial reportingduring the year.

(ii) Significant changes if any in accounting policies made during the year and thatthe same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany’s internal control system over financial reporting.

Mumbai Sumant J. Patel Dipesh R. Singhania
30 May 2016 Chairman & Managing Director Chief Financial Officer
DIN: 00186976