Board of Directors have pleasure in presenting 63rd annualreport of your Company for the financial year ended 31 March 2022.
1. Financial Results:
(Rs in lakhs)
|Particulars ||Consolidated ||Standalone |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Income ||38241.21 ||35569.72 ||38216.37 ||35565.77 |
|Profit before depreciation and tax ||25476.55 ||24203.67 ||25480.34 ||24207.94 |
|Depreciation ||2830.55 ||2573.06 ||2829.16 ||2572.97 |
|Profit Before Taxes ||22646.00 ||21630.61 ||22651.18 ||21634.97 |
|Tax Expenses ||3728.88 ||4385.05 ||3728.94 ||4385.05 |
|Net Profit after Taxes ||18917.12 ||17245.56 ||18922.24 ||17249.92 |
|Opening Balance of Retained Earnings ||50.00 ||50.00 ||50.00 ||50.00 |
|Amount available for appropriations: ||19011.52 ||17217.43 ||19016.64 ||17221.79 |
|Appropriations: || || || || |
|1. Dividend ||2113.80 ||- ||2113.80 ||- |
|2. Transfer to General Reserve ||16847.72 ||17167.43 ||16852.84 ||17171.79 |
|Closing Balance of Retained Earnings ||50.00 ||50.00 ||50.00 ||50.00 |
|Earning Per Share (Basic) (in t) ||26.85 ||24.48 ||26.86 ||24.48 |
|Earning Per Share (Diluted) (in t) ||26.85 ||24.48 ||26.86 ||24.48 |
2. Review of Operations:
Your Company achieved a consolidated turnover of Rs38241.21 lakhs ascompared to previous year consolidated turnover of Rs35569.72 lakhs.
Consolidated profit before tax was at Rs22646.00 lakhs as compared toRs21630.61 lakhs in the financial year 2020-21.
Consolidated earnings per share amounted to Rs26.85 (previous yearRs24.48). Company?s reserves were Rs168364.82 lakhs (previous year Rs151513.71lakhs).
Your Directors are pleased to recommend a dividend of 150% per equityshare amounting to Rs3 per equity share of Rs2 each (same as last year) for the financialyear ended 31 March 2022 for approval of shareholders at the ensuing Annual GeneralMeeting.
Dividend Distribution Policy
As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) the Dividend Distribution Policy isavailable on the Company?s website at www.nesco.in.
4. Management Discussion and Analysis:
Management Discussion and Analysis as specified under the ListingRegulations is presented 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 7.35% to Rs26415.15lakhs (previous year Rs24606.29 lakhs). 80% of Tower 03 and 92% of Tower 04 are occupiedby our clients. Hall 3 provides Incubation Centre facility; and a Child Care Centre forchildren of employees working in Nesco Center.
Our IT Towers accommodate world?s leading multinationals such asHSBC KPMG PWC MSCI BlackRock Here Solutions Framestore Priceline WeWork ApolloGlobal and several others. After two years of Work from Home some Companies have nowinstructed their employees to come to office.
ii) Bombay Exhibition Centre:
a. Guest Exhibitions and Events: During the period from 01 November2021 to 31 March 2022 twelve guest exhibitions was held in were Centre which wereorganized by the existing clients. Other exhibitions could not be conducted in view of thelockdown and related restrictions imposed from 01 April 2021 to 31 October 2021 to contain3rd wave of Pandemic. Income from the Exhibition Centre for the year wasRs1618.33 lakhs compared to Rs595.11 lakhs in the previous year there was an increase inrevenue by 171.94%.
b. Nesco Exhibitions and Events: During the financial year 2021-22Company couldn?t conduct any exhibitions due to the aftereffects of the pandemicwhich reduced participations by the exhibitors in the Exhibitions.
iii) Nesco Foods:
Income for the year from the foods division decreased from the lastyear by 12.65% to Rs1135.27 lakhs as compared to Rs1299.61 lakhs during the previousyear.
Nesco Foods caters to the needs of visitors to exhibitions andconventions and employees working in Nesco IT Park. The kitchen facility is fullyoperational. During the year Nesco Foods catered food to the Jumbo Dedicated Covid HealthCenter made by MCGM in BEC Halls and outside clients and events. Company is in the processof soon commencing operations of Food Court and Restaurants in Tower 04 of Nesco IT Park.
During the year under review income from Indabrator increased by75.22% to Rs4571.12 lakhs as compared to Rs2608.76 lakhs during the previous year.
v) Investments and Other Income:
Income from investments and other income was Rs4501.34 lakhs (previousyear Rs6459.95 lakhs) decreased by 30.32%.
Your Company had no debt as on 31 March 2022. Company?s liquidresources (fixed maturity plans mutual funds cash and bank balances) increased by 4.46 %to Rs85578.99 lakhs from Rs81923.11 lakhs.
Your Company has neither accepted any deposits from the public duringthe year nor are any deposits outstanding for repayment.
7. Internal Financial Controls related to Financial Statements:
Internal financial control over financial reporting have been designedto provide reasonable 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 assetmanagement adherence to Management policies and also on promoting compliance of ethicaland well-defined standards.
Your 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.
Your Company periodically tracks all amendments to Indian AccountingStandards and makes changes to the underlying systems processes and financial controls toensure adherence to the same. Corporate account?s function is actively involved indesigning large process changes as well as validating changes to IT systems that have abearing on the books of account. All resultant changes to the policy and impact onfinancials are disclosed after due validation with the Audit Committee.
The Audit Committee which meets at regular intervals also reviews theinternal control systems with the Management and the internal auditors. The internal auditis conducted at various locations of the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
8. Corporate Social Responsibility (CSR):
Your Company has undertaken various projects during the year in thefield of promotion of Education and Special Education and in promoting Health Care andPreventive Health Care. The Company is evaluating and will take up more CSR activities indifferent areas. The CSR Policy of the Company is available on the website of the Companyat www.nesco.in.
Annual report on CSR activities undertaken during the financial yearended 31 March 2022 in accordance with Section 135 of the Companies Act 2013 (Act) andCompanies (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 theensuing annual general meeting pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and articles of association of your Company and being eligible has offered herself forreappointment. Her brief resume and other related information have been detailed in theannexure to the notice.
Mr. Krishna S. Patel was appointed as Chairman & Managing Directorand Mr. Sumant J. Patel was appointed as Executive Director & Chief Mentor of theCompany with effect from 15 June 2021. Mr. Sumant J. Patel left for his heavenly abode on17 November 2021.
Mr. Krishna S. Patel Chairman & Managing Director Mr. Dipesh R.Singhania Chief Financial Officer and Ms. Jinal J. Shah Company Secretary and ComplianceOfficer of the Company are the Key Managerial Personnel of the Company.
10. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with therules issued thereunder and the Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force) the process forevaluation of the annual performance of the Directors Board and Committees was carriedout.
Regulation 17 of the Listing Regulations mandates that the Board shallmonitor and review the Board evaluation framework. The Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and individual Directors.
The Independent Directors at their separate meeting reviewed theperformance of Non-Independent Directors and the Board as a whole Chairperson of theCompany after taking into account the views of Executive Director and NonExecutiveDirectors the quality quantity and timeliness of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The evaluation of all the Directors the Board and Committees as awhole was conducted based on the criteria and framework adopted by the Board. Theevaluation process has been explained in the Corporate Governance Report section of thisannual report.
11. Training of Independent Directors:
Your Company?s Independent Directors are highly qualified and havebeen associated with corporate and business organizations. They understand Company?sbusiness and activities very well however pursuant to Regulation 4 of the ListingRegulations the Independent Directors were given a brief about the Company?sbusiness processes manufacturing activities and were also introduced to the employees ofthe Company.
12. Declaration by Independent Directors:
All Independent Directors have given declarations that they meet thecriteria of independence as prescribed under the provisions of the Companies Act 2013 andRegulation 16(1)(b) of the Listing Regulations.
13. Number of Board and Committee Meetings:
Pursuant to Section 134(3)(b) details of Board Meetings held duringthe year are given in the report on Corporate Governance which forms part of this AnnualReport.
During the year five board meetings and four audit committee meetingswere held details of which are given in the Corporate Governance report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149(7)read with Schedule VI of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 was held on 11 AugusRs2021.
14. Policy on Directors appointment and Remuneration and other details:
The salient features of the Nomination and Remuneration Policy of theCompany and other matters provided in Section 178(3) of the Act are set out in theCorporate Governance Report which forms part of this Annual Report.
The said policy of the Company inter alia provides that theNomination and Remuneration Committee shall formulate the criteria for appointment &re-appointment of directors on the Board of the Company and persons holding seniormanagement positions in the Company including their remuneration and other matters asprovided under Section 178 of the Act and Listing Regulations. The Nomination andRemuneration Policy is available on the website of the Company at www.nesco.in.
The remuneration paid to the directors key managerial personnel andsenior management is in accordance with the Nomination and Remuneration Policy formulatedin accordance with Section 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 CompaniesAct 2013 your Directors confirm that:
a. in the preparation of the annual accounts for the financial yearended 31 March 2022 the applicable Indian accounting standards and schedule III of theCompanies Act 2013 have been followed and there are no material departures from thesame;
b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as on 31 March 2022and of the profit and loss of the Company for the financial year ended 31 March 2022;
c. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. proper internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f. proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
a. Statutory Audit and Auditors Report:
The Board of Directors in their meeting held on 24 May 2019 on thebasis of recommendations of the Audit Committee and in accordance with the provisions ofSection 139(1) of the Companies Act 2013 had appointed M/s Manubhai & Shah LLP toact as the Statutory Auditors of your Company for a second term of five years i.e. tillthe conclusion of the 65th Annual General Meeting. The Company had receivedcertificate from the Auditors to the effect that the appointment is in accordance with thelimits specified under Section 139(9) of the Companies Act 2013.
M/s. Manubhai & Shah LLP has confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Auditors have issued an unmodified opinion on the Standalone andConsolidated Financial Statements for the financial year ended 31 March 2022. The AuditorsReport for the financial year ended 31 March 2022 on the Standalone and ConsolidatedFinancial Statements of the Company forms a part of this Annual Report.
The Auditors Report for the financial year 2021-22 does not containany qualification reservation or adverse remark.
b. Secretarial Audit and Secretarial Audit Report:
In terms of Section 204 of the Companies Act 2013 the Board ofDirectors at its meeting held on 28 May 2021 appointed Ms. Neeta H. Desai of M/s. ND& Associates Practising Company Secretary as the Secretarial Auditor to conduct anaudit of the Secretarial records for the financial year 2021-22.
The Secretarial Audit Report for the financial year 2021-22 is annexedherewith 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 asspecified under the second proviso of Section 143 (12) of the Companies Act 2013.
c. Cost Audit and Auditors:
Pursuant to the provisions of Section 148 and other applicableprovisions if any of the Companies Act 2013 read with Rule 3 of the Companies (CostRecords and Audit) Rules 2014 your Company is required to get the cost audit done forits Indabrator division from the financial year 2022-23 for the cost records maintained bythe said division of the Company.
The Board of Directors of the Company on the recommendation made bythe Audit Committee have appointed M/s. Y. S. Thakar & Co. (Firm Registration No.000318) as the Cost Auditors of the Company to conduct the audit of cost records ofproducts for the financial year 2022-23. M/s. Y S. Thakar & Co. being eligible havegiven their consent to act as the Cost Auditors of the Company for the financial year2022-23.
The remuneration proposed to be paid to the Cost Auditors subject toratification by the members of the Company at the ensuing 63rd Annual GeneralMeeting would not exceed Rs40000/- (Rupees Forty Thousand only) excluding taxes andout-of-pocket expenses if any.
17. Particulars of Loans Guarantees and Investments:
The particulars of loans guarantees and investments made by theCompany pursuant to Section 186 of the Companies Act 2013 have been disclosed in thefinancial statements forming part of this annual report. There are no guarantees issued bythe Company.
18. Vigil Mechanism and Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal withfraud and mismanagement if any. The policy is placed on the website of the Company.
19. Risk Management:
The Company endeavors to continually sharpen its Risk Managementsystems and processes in line with a rapidly changing business environment. The Companythrough its risk management process aims to contain the risks within its risk appetite.There are no risks which in the opinion of the Board threaten the existence of theCompany.
The Board of Directors of the Company on the recommendation of the RiskManagement Committee has developed risk management policy for the Company whicharticulates the Company?s approach to address the uncertainties in its endeavor toachieve its stated and implicit objectives.
20. Safety Health and Environment:
Your Company recognizes its role in health and safety as well as itsresponsibility towards environment and society. In fact your Company?s goals are: noaccidents no injuries to people and no damage to environment. Safety and security ofpersonnel assets and environmental protection are also on top of the agenda of theCompany at its manufacturing facilities.
Clean environment and sustainable development integrated with thebusiness objective is the focus of the Company. The projects and activities are plannedand designed with environment protection as an integral part to ensure a safe and cleanenvironment for sustainable development.
21. Corporate Governance:
In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from M/s. Manubhai & Shah LLPChartered Accountants confirming compliance with requirement of corporate governance formsan integral part of this report.
22. Prevention of Sexual Harassment at Workplace:
As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with rules made thereunder yourCompany has constituted Internal Complaints Committee which is responsible for redressalof complaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
23. Annual Return:
The Annual Return of the Company for the financial year ended 31 March2022 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 is available on the website of the Company atwww.nesco.in.
24. Particulars of Employees:
The information required under Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company has been annexed herewith as"Annexure C".
25. Conservation of energy technology absorption foreign exchangeearnings and outgo:
Your Company is continuously striving to conserve energy in all itsbusiness activities. During the year under review Company has installed severalequipments which are reducing power consumption by over 20% in IT Park building. Furtherto this with effect from February 2022 IT Park have changed into 100% Green Energy a bigmilestone achieved towards net zero buildings and reduction of carbon footprints.
Nesco Center at Goregaon consist of more than 1500 grown up trees. Itcontinues its efforts in increasing the trees annually. Thus helping in reducing carbonfootprints in and around the surrounding areas.
The Company?s foreign exchange earnings during the year wasRs15.43 lakhs and outgo during the year was Rs34.37 lakhs.
a. Nesco Foundation for Innovation and Development:
A wholly owned subsidiary of your Company incorporated under Section 8of the Companies Act 2013 has obtained registration under Section 80G and 12AA of theIncome Tax Act 1961. It has also received its CSR-1 registration.
Nesco Foundation for Innovation and Development has commissioned NescoIncubation Centre which is located near Indabrator?s Karamsad premises.
b. Nesco Hospitality Private Limited:
A wholly owned subsidiary of your Company operated Food Courts in theNesco Center.
The scheme of Amalgamation with Nesco Limited was rejected by theRegional Director vide its order no. RD/WR/Sec.233/Nesco/R29440013/2020/1178 dated 30 July2021 received on 02 AugusRs2021 on certain technical requirement pursuant to Section233(1)(b) of the Companies Act 2013.
Nesco Hospitality Private Limited has gone under voluntary liquidationpursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code 2016 and otherapplicable provisions of all other applicable statutes read with applicable regulationsof Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations2017 with effect from 17 January 2022. However the accounts of the said Company have beenconsolidated with our Company for the financial year ended 31 March 2022.
A separate statement containing the salient features of financialstatements of subsidiaries of your Company prescribed in Form AOC-1 forms part ofconsolidated financial statements in compliance with Section 129 and other applicableprovisions if any of the Companies Act 2013 (Act).
In accordance with Section 136 of the Act the audited financialstatements including the consolidated financial statements and related information of theCompany and the financial statements of each of the subsidiary companies are available onour website at www.nesco.in. The Company?s Policy for determining materialsubsidiaries may be accessed on 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 2021-22 your Company has entered intotransactions with related parties as defined under Section 2(76) of the Companies Act2013. All transactions with related parties were reviewed and approved by the AuditCommittee. All related party transactions that were entered were on an arm?s lengthbasis and were in the ordinary course of business.
There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as "AnnexureD" to this Report.
28. Deposits from Public:
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
29. Business Responsibility Report:
Business Responsibility Report as per Regulation 34 of the ListingRegulations forms part of this Annual Report.
30. Indian Accounting Standards:
Your Company has adopted Indian Accounting Standard (Ind AS) notifiedby MCA and the relevant provision of the Companies Act 2013 and the general circularsissued by the Ministry of Corporate Affairs from time to time. The significant accountingpolicies which are consistently applied have been set out in the notes to the financialstatements.
Your Directors wish to convey their appreciation for the supportextended by the shareholders bankers vendors clients and the employees of the Company.
|For and on behalf of the Board of Directors |
|Krishna S. Patel |
|Chairman & Managing Director |
|25 May 2022 |