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NESCO Ltd.

BSE: 505355 Sector: Others
NSE: NESCO ISIN Code: INE317F01035
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OPEN 614.35
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VOLUME 8297
52-Week high 697.00
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P/E 26.56
Mkt Cap.(Rs cr) 4,341
Buy Price 614.55
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Sell Price 615.60
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OPEN 614.35
CLOSE 608.00
VOLUME 8297
52-Week high 697.00
52-Week low 463.50
P/E 26.56
Mkt Cap.(Rs cr) 4,341
Buy Price 614.55
Buy Qty 4.00
Sell Price 615.60
Sell Qty 23.00

NESCO Ltd. (NESCO) - Director Report

Company director report

Dear Members

Board of Directors have pleasure in presenting 62nd annual report of your Company forthe financial year ended 31 March 2021.

1. Financial Results:

Particulars

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Income 35569.72 47427.87 35565.77 47411.83
Profit before depreciation and tax 24203.67 31472.30 24207.94 31465.91
Depreciation 2573.06 2243.77 2572.97 2243.76
Profit Before Taxes 21630.61 29228.53 21634.97 29222.15
Tax Expenses 4385.05 5839.52 4385.05 5843.15
Net Profit after Taxes 17245.56 23389.01 17249.92 23379.00
Opening Balance of Retained Earnings 50.00 50.00 50.00 50.00
Amount available for appropriations: 17217.43 23427.75 17221.79 23417.74
Appropriations:
1. Dividend - 3875.33 - 3875.33
2. Tax on Dividend - 796.58 - 796.58
3. Transfer to General Reserve 17167.43 18705.84 17171.79 18695.83
Closing Balance of Retained Earnings 50.00 50.00 50.00 50.00
Earning Per Share (Basic) (in ') 24.48 33.19 24.48 33.18
Earning Per Share (Diluted) (in ') 24.48 33.19 24.48 33.18

2. Review of Operations:

Your Company achieved a consolidated turnover of Rs.35569.72 lakhs as compared toprevious year consolidated turnover of Rs.47427.87 lakhs.

Consolidated profit before tax was at Rs.21630.61 lakhs as compared to Rs.29228.53lakhs in the year 2019-20.

Consolidated earnings per share amounted to Rs.24.48 (previous year Rs.33.19).Company's reserves were Rs.151513.71 lakhs (previous year Rs.134338.59 lakhs).

3. Dividend:

Your Directors are pleased to recommend a dividend of 150% per equity share amountingto Rs.3 per equity share of Rs.2 each (same as last year) for the financial year ended 31March 2021 for approval of shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) the Dividend Distribution Policy is available onthe Company's website at www.nesco.in.

4. Management Discussion and Analysis:

Management Discussion and Analysis as specified under the Listing Regulations ispresented as a separate section in this Annual Report.

5. Company's Performance:

i) Nesco IT Park:

During the year revenue from IT Park increased by 14.89% to Rs.24606.29 lakhs(previous year Rs.21416.82 lakhs).

80% of Tower 03 and 75% of Tower 04 are occupied by our clients. Hall 3 providesIncubation Centre facility; and a Child Care Centre for children of employees working inNesco Center.

Our IT Towers accommodate world's leading multinationals such as HSBC KPMG PWC MSCIBlackRock Here Solution Framestore Priceline and several others. Due to the ongoingCovid-19 Pandemic most of our clients have instructed their employees to work from home.

ii) Bombay Exhibition Centre:

a. Guest Exhibitions and Events: During the year one guest exhibition was held inour Centre which was organized by an existing client. Other exhibitions could not beconducted in view of the lockdown and related restrictions imposed from time to time tocontain ongoing Pandemic. Income from the Exhibition Centre for the year was Rs.595.11lakhs compared to Rs.15860.11 lakhs in the previous year there was a decline in revenueby 96.25%.

b. Nesco Exhibitions and Events: During the financial year 2020-21 Company hadsuccessfully organized one exhibition named India Auto Show. It couldn't conduct its otherexhibitions lined up due to the ongoing pandemic.

Since 23 March 2020 in view of the lockdown to control the COVID-19 pandemic allexhibitions have been either postponed or cancelled. This has significantly impactedperformance of financial year 2020-21. However Company is closely monitoring thesituation and future developments.

iii) Nesco Foods:

Income for the year from the foods division declined by 63.58% to Rs.1299.61 lakhs ascompared to Rs.3568.82 lakhs during the previous year.

Nesco Foods caters to the needs of visitors to exhibitions and conventions andemployees working in Nesco IT Park. The kitchen facility is fully operational. CurrentlyNesco Foods is catering to the food requirements of Jumbo Dedicated Covid Health Centermade by MCGM in BEC Halls.

iv) Indabrator:

During the year under review income from Indabrator increased by 12.09% to Rs.2608.76lakhs as compared to Rs.2327.43 lakhs during the previous year.

v) Investments and Other Income:

Income from investments and other income was Rs.6459.95 lakhs (previous yearRs.4254.69 lakhs) increased by 51.83%.

6. Finance:

Your Company had no debt as on 31 March 2021. Company's liquid resources (fixedmaturity plans mutual funds cash and bank balances) increased by 19.48% to Rs.81923.11lakhs from Rs.68566.60 lakhs.

Your Company has neither accepted any deposits from the public during the year nor areany deposits outstanding for repayment.

7. Internal Financial Controls related to Financial Statements:

Internal financial control over financial reporting have been designed to providereasonable assurance with regards to recording and providing reliable financialinformation and complying with applicable accounting standards.

Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical andwell-defined standards.

The Company follows an exhaustive budgetary control and standard costing system.Moreover the management team regularly meets to monitor goals and results and scrutinizesreasons for deviations in order to take necessary corrective steps.

The Company periodically tracks all amendments to Accounting Standards and makeschanges to the underlying systems processes and financial controls to ensure adherence tothe same. Corporate accounts function is actively involved in designing large processchanges as well as validating changes to IT systems that have a bearing on the books ofaccount. All resultant changes to the policy and impact on financials are disclosed afterdue validation with the Audit Committee.

The Audit Committee which meets at regular intervals also reviews the internal controlsystems with the Management and the internal auditors. The internal audit is conducted atvarious locations of the Company and covers all key areas. All audit observations andfollow up actions are discussed with the Management as also the Statutory Auditors and theAudit Committee reviews them regularly.

8. Corporate Social Responsibility (CSR):

Your Company has undertaken various projects during the year in the field of promotionof Education and Special Education Health Care Safe Drinking water women empowermentand provides support to young entrepreneurs in developing their innovative ideas. TheCompany is evaluating and will take up more CSR activities in different areas. The CSRPolicy of the Company is available on the website of the Company at www.nesco.in.

Annual report on CSR activities undertaken during the financial year ended 31 March2021 in accordance with Section 135 of the Companies Act 2013 (Act) and Companies(Corporate Social Responsibility Policy) Rules 2014 (including any statutorymodification(s) or re- enactment(s) thereof for the time being in force) is set out in"Annexure A" attached to this report.

9. Directors and Key Managerial Personnel:

Mrs. Sudha S. Patel Non-executive Director retires by rotation at the ensuing annualgeneral meeting pursuant to the provisions of Section 152 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and articlesof association of your Company and being eligible has offered herself for reappointment.Her brief resume and other related information have been detailed in the annexure to thenotice.

Mr. Sumant J. Patel Executive Chairman Mr. Krishna S. Patel Vice Chairman &Managing Director Mr. Dipesh R. Singhania Chief Financial Officer and Ms. Jinal J. ShahCompany Secretary and Compliance Officer of the Company are the Key Managerial Personnelof the Company.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with the rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors Board and Committees was carried out.

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 Independent Directors at their separate meeting review the performance ofNon-Independent Directors and the Board as a whole Chairperson of the Company aftertaking into account the views of Executive Director and NonExecutive Directors thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

The evaluation of all the Directors the Board and Committees as a whole was conductedbased on the criteria and framework adopted by the Board. The evaluation process has beenexplained in the Corporate Governance Report section in this annual report.

11. Training of Independent Directors:

Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hadshown all the Independent Directors Company's business and manufacturing activities andwere also introduced to Company's staff.

12. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 and Regulation16(1)(b) of the Listing Regulations.

13. 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 which forms part of this Annual Report.

During the year four board meetings and four audit committee meetings were helddetails of which are given in the Corporate Governance report. The intervening gap betweenthe 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 Regulation 25 was held on 12 February 2021.

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

The salient features of the Nomination and Remuneration Policy of the Company and othermatters provided in Section 178(3) of the act are set out in the Corporate GovernanceReport which forms part of this Annual Report.

The said policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment & re-appointmentof directors on the Board of the Company and persons holding senior management positionsin the Company including their remuneration and other matters as provided under Section178 of the act and Listing Regulations. The Nomination and Remuneration Policy isavailable on the website of the Company at www.nesco.in.

The remuneration paid to the directors key managerial personnel and senior managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 of the Listing Regulations.

15. Director's Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 March2021 the applicable accounting standards and schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as on 31 March 2021 and of the profitand loss of the Company for the financial year ended 31 March 2021;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

16. Auditors:

a. Statutory Audit and Auditors Report:

The Board of Directors in their meeting held on 24 May 2019 on the basis ofrecommendations of the Audit Committee and 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 for a second term of five years i.e. till theconclusion of the 65th Annual General Meeting. The Company had received certificate fromthe Auditors to the effect that the appointment is in accordance with the limits specifiedunder Section 139(9) of the Companies Act 2013.

M/s. Manubhai & Shah LLP has confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for thefinancial year ended 31 March 2021. The Auditors' Report for the financial year ended 31March 2021 on the financial statements of the Company forms part of this Annual Report.

The Auditors Report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark.

b. Secretarial Audit and Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 the Board of Directors at itsmeeting held on 19 May 2020 appointed Ms. Neeta H. Desai of M/s. ND & AssociatesPractising Company Secretary as the Secretarial Auditor to conduct an audit of theSecretarial records for the financial year 2020-21.

The Secretarial Audit Report for the financial year 2020-21 is annexed herewith as"Annexure B." The Secretarial Auditors Report does not contain anyqualification reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013.

17. 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 this annual report. There are no guarantees issued by the Company.

18. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is placed on the website of the Company.

19. Risk Management:

The Company endeavors to continually sharpen its Risk Management systems and processesin line with a rapidly changing business environment. The Company through its riskmanagement process aims to contain the risks within its risk appetite. There are no riskswhich in the opinion of the Board threaten the existence of the Company.

The Board of Directors of the Company on the recommendation of the Risk ManagementCommittee has developed risk management policy for the Company which articulates theCompany's approach to address the uncertainties in its endeavor to achieve its stated andimplicit objectives.

20. 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.

21. Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from M/s. Manubhai & Shah LLP CharteredAccountants confirming compliance with requirement of corporate governance forms anintegral part of this report.

22. 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.

23. Extract of Annual Return:

The Annual Return of the Company as on 31 March 2021 in Form MGT - 7 in accordance withSection 92(3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttps://www.nesco.in/financials.

24. 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 C."

25. Conservation of energy technology absorption foreign exchange earnings and outgo:

Your Company is continuously striving to conserve energy in all its businessactivities. During the year under review Company has installed several equipments whichare reducing power consumption by over 20% in IT Park building. It is trying to make allits IT Park building ‘Net Zero Energy Building' in phased manner.

• IT Tower 03

Energy Performance Index (EPI) of IT Tower 03 currently is 155 KwH/Sq. Mtr./Annum.Efforts are made by the Company to reduce it to 125 KwH/Sq. Mtr./Annum by 2022. Effortsare being made to make the building Net Zero Energy Building in a phased manner by 2023.

• IT Tower 04

Tower 04 of Nesco IT Park is now complete and is a Green Building with LED lightingsenergy efficient designs use of latest power saving techniques and equipmentssustainable site selection etc. This will further lead to energy conservation. Effortsare being made to make this building as Net Zero Energy Building in the coming years.

Nesco Complex at Goregaon consist of more than 1500 grown up trees. It continues itsefforts in increasing the trees annually. Thus helping in reducing carbon footprints inand around the surrounding areas.

The Company's foreign exchange earnings during the year was Rs.80.71 lakhs and outgoduring the year was Rs.156.26 lakhs.

26. Subsidiaries:

a. Nesco Foundation for Innovation and Development:

A Wholly Owned Subsidiary of your Company incorporated under Section 8 of theCompanies Act 2013 has obtained registration under Section 80G and 12AA of the Income TaxAct 1961. It has also received its CSR-1 registration.

Nesco Foundation has commissioned Nesco Incubation Centre which is located nearIndabrator's Karamsad premises.

In February 2020 Nesco Foundation along with A D Patel Institute of Technology &CVM University Charutar Vidya Mandal had organized a mega startup event known as"Startup Sankrant 2020". Nesco Foundation earned attention through this event.

During the year 65 entrepreneurs had approached the Centre for incubation support. Fromthese 3 start-ups were finalized and approved to provide seed fund grant based oninnovation interest product novelty and market potential.

b. Nesco Hospitality Private Limited:

A wholly owned subsidiary of your Company operated Food Courts in the Nesco Complex.

Pursuant to Section 233 of the Companies Act 2013 the Scheme of Amalgamation of NescoHospitality Private Limited with Nesco Limited as approved by the shareholders of theCompany was approved by ROC on 13 January 2020 and is submitted to the Regional Directorfor approval which is expected shortly.

A separate statement containing the salient features of financial statements ofsubsidiaries of your Company prescribed in Form AOC-1 forms part of consolidated financialstatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013 (Act).

In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and thefinancial statements of each of the subsidiary companies are available on our website atwww.nesco.in. The Company's Policy for determining material subsidiaries may be accessedon the website of the Company at www.nesco.in.

The Company does not have a material subsidiary.

27. Related Party Transactions:

During the financial year 2020-21 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013. Alltransactions with related parties were reviewed and approved by the Audit Committee. Allrelated party transactions that were entered were on an arm's length basis and were in theordinary course of business.

There are 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.

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 set out as "Annexure D" to thisReport.

28. 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.

29. Business Responsibility Report:

A Business Responsibility Report as per Regulation 34 of the Listing Regulations formspart of this Annual Report.

30. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and therelevant provision of the Companies Act 2013 and the general circulars issued by theMinistry of Corporate Affairs from time to time. The significant accounting policies whichare consistently applied have been set out in the notes to the financial statements. Inthe preparation of the financial statements figures of previous year have beenreclassified or regrouped wherever necessary to bring it in line with the IndianAccounting Standard (Ind AS).

31. Impact of COVID-19 Pandemic:

The country witnessed lockdown being implemented since March 2020. There were alsorestrictions of varying extent across larger part of the world due to the COVID-19pandemic. This impacted the business operations of the Company significantly.

• Indabrator: From June 2020 the division resumed manufacturing operations aftertaking requisite permissions from Government authorities and adopting all prescribedsafety measures.

• Due to the ongoing Pandemic during the Financial Year 2020-21 our Exhibitionsdivision was impacted.

All our Exhibition Halls have been provided to the Municipal Corporation of GreaterMumbai (MCGM) as we continue to fight the COVID - 19. Halls of Nesco Center are being usedas Jumbo Dedicated Health Centre and Vaccination Centre.

• Revenues of Nesco Foods were impacted as majority clients of foods division areexhibition organizers exhibitors and visitors. Currently Nesco Foods is providing foodto Municipal Corporation of Greater Mumbai (MCGM).

• Our divisions Indabrator and Nesco IT Park are operating in a normal way.

32. Appreciation:

Your Directors wish to convey their appreciation for the support extended by theshareholders clients and the employees of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel

Executive Chairman

DIN: 00186976

Panaji 28

May 2021

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