Sub: Annual Report of The Company For The Financial Year 2021-22
Sub: Annual Report of The Company For The Financial Year 2021-22
Nesco Center
nesco Western Express Highway
Goregaon (East)
Mumbai 400063
13 July 2022
Sub : Annual Report of the Company for the financial year 2021-22
Dear Sir,
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, please find enclosed Notice convening the 63" Annual
General Meeting (AGM) along with the Annual Report of the Company for the financial year 2021-22.
In compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and
Exchange Board of India, the Notice convening the AGM and the Annual Report of the Company for
the financial year 2021-22 has been sent to all the members of the Company whose email addresses
are registered with the Company or Depository Participant(s).
The Notice of AGM along with the Annual Report for the financial year 2021-22 is also available on
the website of the Company.
Thanking you
Yours faithfully,
Ge
Jinal J. Shah
Company Secretary and
Compliance Officer
Encl : As above
CIN LITIOOMH1946PLCO04886
Report of Board of Directors
Dear Members,
Board of Directors have pleasure in presenting 63rd annual report of your Company for the financial year ended 31 March 2022.
1. Financial Results:
(` in lakhs)
Consolidated Standalone
Particulars
2021-22 2020-21 2021-22 2020-21
Appropriations:
2. Review of Operations:
Your Company achieved a consolidated turnover of ₹ 38,241.21 lakhs as compared to previous year consolidated
turnover of ₹ 35,569.72 lakhs.
Consolidated profit before tax was at ₹ 22,646.00 lakhs as compared to ₹ 21,630.61 lakhs in the financial year 2020-21.
Consolidated earnings per share amounted to ₹ 26.85 (previous year ₹ 24.48). Company’s reserves were ₹ 1,68,364.82
lakhs (previous year ₹ 1,51,513.71 lakhs).
3. Dividend:
Your Directors are pleased to recommend a dividend of 150% per equity share amounting to ₹ 3 per equity share of
₹ 2 each (same as last year) for the financial year ended 31 March 2022 for approval of shareholders at the ensuing
Annual General Meeting.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing
Regulations) the Dividend Distribution Policy is available on the Company’s website at www.nesco.in.
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4. Management Discussion and Analysis:
Management Discussion and Analysis as specified under the Listing Regulations 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 ₹ 26,415.15 lakhs (previous year ₹ 24,606.29 lakhs).
80% of Tower 03 and 92% of Tower 04 are occupied by our clients. Hall 3 provides Incubation Centre facility; and a Child
Care Centre for children of employees working in Nesco Center.
Our IT Towers accommodate world’s leading multinationals such as HSBC, KPMG, PWC, MSCI, BlackRock, Here
Solutions, Framestore, Priceline, WeWork, Apollo Global and several others. After two years of Work from Home, some
Companies have now instructed their employees to come to office.
a. Guest Exhibitions and Events: During the period from 01 November 2021 to 31 March 2022 twelve guest exhibitions
was held in were Centre, which were organized by the existing clients. Other exhibitions could not be conducted in view
of the lockdown and related restrictions imposed from 01 April 2021 to 31 October 2021 to contain 3rd wave of
Pandemic. Income from the Exhibition Centre for the year was ₹ 1,618.33 lakhs compared to ₹ 595.11 lakhs in the
previous year, there was an increase in revenue by 171.94%.
b. Nesco Exhibitions and Events: During the financial year 2021-22, Company couldn’t conduct any exhibitions due to
the aftereffects of the pandemic which reduced participations by the exhibitors in the Exhibitions.
Income for the year from the foods division decreased from the last year by 12.65% to ₹1,135.27 lakhs as compared to
₹1,299.61 lakhs during the previous year.
Nesco Foods caters to the needs of visitors to exhibitions and conventions and employees working in Nesco IT Park.
The kitchen facility is fully operational. During the year, Nesco Foods catered food to the Jumbo Dedicated Covid Health
Center made by MCGM in BEC Halls and outside clients and events. Company is in the process of soon commencing
operations of Food Court and Restaurants in Tower 04 of Nesco IT Park.
iv) Indabrator:
During the year under review, income from Indabrator increased by 75.22% to ₹4,571.12 lakhs as compared to
₹ 2,608.76 lakhs during the previous year.
Income from investments and other income was ₹4,501.34 lakhs (previous year ₹6,459.95 lakhs), decreased by
30.32%.
6. Finance:
Your Company had no debt as on 31 March 2022. Company’s liquid resources (fixed maturity plans, mutual funds, cash
and bank balances) increased by 4.46 % to ₹ 85,578.99 lakhs from ₹ 81,923.11 lakhs.
Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for
repayment.
2 Nesco Annual Report 2021-22
Report of Board of Directors
Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to
recording and providing reliable financial information and complying with applicable accounting standards.
Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies
and also on promoting compliance of ethical and well-defined standards.
Your Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team
regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective
steps.
Your Company periodically tracks all amendments to Indian Accounting Standards and makes changes to the
underlying systems, processes and financial controls to ensure adherence to the same. Corporate account’s function is
actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on
the books of account. All resultant changes to the policy and impact on financials are disclosed after due validation with
the Audit Committee.
The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management
and the internal auditors. The internal audit is conducted at various locations of the Company and covers all key areas.
All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the
Audit Committee reviews them regularly.
Your Company has undertaken various projects during the year in the field of promotion of Education and Special
Education and in promoting Health Care and Preventive Health Care. The Company is evaluating and will take up more
CSR activities in different areas. The CSR Policy 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 March 2022 in accordance with Section
135 of the Companies Act, 2013 (Act) and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in “Annexure A” attached to
this report.
Mrs. Sudha S. Patel, Non-executive Director, retires by rotation at the ensuing annual general meeting pursuant to the
provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 and articles of 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 the notice.
Mr. Krishna S. Patel was appointed as Chairman & Managing Director and Mr. Sumant J. Patel was appointed as
Executive Director & Chief Mentor of the Company with effect from 15 June 2021. Mr. Sumant J. Patel left for his
heavenly abode on 17 November 2021.
Mr. Krishna S. Patel, Chairman & Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Jinal J.
Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel of the Company.
Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations
(including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the
annual performance of the Directors, Board and Committees was carried out.
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Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation
framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors.
The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the
Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Non-
Executive Directors, 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 evaluation of all the Directors, the Board and Committees as a whole was conducted based on the criteria and
framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report
section of this annual report.
Your Company’s Independent Directors are highly qualified and have been associated with corporate and business
organizations. They understand Company’s business and activities very well, however, pursuant to Regulation 4 of the
Listing Regulations, the Independent Directors were given a brief about the Company’s business processes,
manufacturing activities and were also introduced to the employees of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
Pursuant to Section 134(3)(b), details of Board Meetings held during the year are given in the report on Corporate
Governance which forms part of this Annual Report.
During the year five board meetings and four audit committee meetings were held, details of which are given in the
Corporate Governance report. The intervening gap 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 was held on
11 August 2021.
The salient features of the Nomination and Remuneration Policy of the Company and other matters provided in Section
178(3) of the Act are set out in the Corporate Governance Report which forms part of this Annual Report.
The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate
the criteria for appointment & re-appointment of directors on the Board of the Company and persons holding senior
management positions in the Company, including their remuneration and other matters as provided under Section 178
of the Act and Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company
at www.nesco.in.
The remuneration paid to the directors, key managerial personnel and senior management is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the
Listing Regulations.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended 31 March 2022, the applicable Indian accounting
standards and schedule III of the Companies Act, 2013, have been followed and there are no material departures from
the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March
2022 and 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 of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were
adequate and operating effectively.
16. Auditors:
The Board of Directors in their meeting held on 24 May 2019, on the basis of recommendations of the Audit Committee
and in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai &
Shah LLP, to act as the Statutory Auditors of your Company for a second term of five years i.e., till the conclusion of the
65th Annual General Meeting. The Company had received certificate from the Auditors to the effect that the appointment
is in accordance with the limits specified under Section 139(9) of the Companies Act, 2013.
M/s. Manubhai & Shah LLP has confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements for the
financial year ended 31 March 2022. The Auditors Report for the financial year ended 31 March 2022 on the Standalone
and Consolidated Financial Statements of the Company forms a part of this Annual Report.
The Auditors Report for the financial year 2021-22, does not contain any qualification, reservation or adverse remark.
In terms of Section 204 of the Companies Act, 2013, the Board of Directors 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 an audit of the Secretarial records for the financial year 2021-22.
The Secretarial Audit Report for the financial year 2021-22 is annexed herewith as “Annexure B”. The Secretarial
Auditors Report does not contain any qualification, reservation or adverse remark.
None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12)
of the Companies Act, 2013.
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c. Cost Audit and Auditors:
Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with
Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get the cost audit done for
its Indabrator division from the financial year 2022-23 for the cost records maintained by the said division of the
Company.
The Board of Directors of the Company, on the recommendation made by the 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 of products for the financial year 2022-23. M/s. Y. S. Thakar & Co., being eligible, have given their consent to act
as the Cost Auditors of the Company for the financial year 2022-23.
The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at
the ensuing 63rd Annual General Meeting, would not exceed `40,000/- (Rupees Forty Thousand only) excluding taxes
and out-of-pocket expenses, if any.
The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies
Act, 2013 have been disclosed in the financial statements forming part of this annual report. There are no guarantees
issued by the Company.
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section
177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism
to deal with fraud and mismanagement, if any. The policy is placed on the website of the Company.
The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly
changing business environment. The Company, through 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 the Company.
The Board of Directors of the Company on the recommendation of the Risk Management Committee has developed risk
management policy for the Company which articulates the Company’s approach to address the uncertainties in its
endeavor to achieve its stated and implicit objectives.
Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. In
fact, your Company’s goals are: no accidents, no injuries to people and no damage to environment. Safety and security
of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing
facilities.
Clean environment and sustainable development integrated with the business objective is the focus of the Company.
The projects and activities are planned and designed with environment protection as an integral part to ensure a safe
and clean environment for sustainable development.
In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a
certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of
corporate governance forms an integral part of this report.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, read with rules made thereunder, your Company has constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment.
The Annual Return of the Company for the financial year ended 31 March 2022 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 at www.nesco.in.
The information required under Section 197 of the Companies Act, 2013 read 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 exchange earnings and outgo:
Your Company is continuously striving to conserve energy in all its business activities. During the year under review,
Company has installed several equipments, which are reducing power consumption by over 20% in IT Park building.
Further to this with effect from February 2022, IT Park have changed into 100% Green Energy, a big milestone achieved
towards net zero buildings and reduction of carbon footprints.
Nesco Center at Goregaon consist of more than 1,500 grown up trees. It continues its efforts in increasing the trees
annually. Thus, helping in reducing carbon footprints in and around the surrounding areas.
The Company’s foreign exchange earnings during the year was ₹ 15.43 lakhs and outgo during the year was ₹ 34.37
lakhs.
26. Subsidiaries:
A wholly owned subsidiary of your Company, incorporated under Section 8 of the Companies Act, 2013 has obtained
registration under Section 80G and 12AA of the Income Tax Act, 1961. It has also received its CSR-1 registration.
Nesco Foundation for Innovation and Development has commissioned Nesco Incubation Centre which is located near
Indabrator’s Karamsad premises.
A wholly owned subsidiary of your Company operated Food Courts in the Nesco Center.
The scheme of Amalgamation with Nesco Limited was rejected by the Regional Director vide its order no.
RD/WR/Sec.233/Nesco/R29440013/2020/1178 dated 30 July 2021 received on 02 August 2021 on certain technical
requirement pursuant to Section 233(1)(b) of the Companies Act, 2013.
Nesco Hospitality Private Limited has gone under voluntary liquidation pursuant to the provisions of Section 59 of
Insolvency and Bankruptcy Code, 2016 and other applicable provisions of all other applicable statutes, read with
applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
with effect from 17 January 2022. However, the accounts of the said Company have been consolidated with our
Company for the financial year ended 31 March 2022.
Nesco | Believe 7
A separate statement containing the salient features of financial statements of subsidiaries of your Company prescribed
in Form AOC-1 forms part of consolidated financial statements in compliance with Section 129 and other applicable
provisions, if any, of the Companies Act, 2013 (Act).
In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial
statements and related information of the Company and the financial statements of each of the subsidiary companies,
are available on our website at www.nesco.in. The Company’s Policy for determining material subsidiaries may be
accessed on the website of the Company at www.nesco.in.
During the financial year 2021-22, your Company has entered into transactions with related parties as defined under
Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit
Committee. All related party transactions that were entered were on an arm’s length basis and were in the ordinary
course of business.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons 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, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is set out as “Annexure D” to this Report.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
Business Responsibility Report as per Regulation 34 of the Listing Regulations forms part of this Annual Report.
Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the
Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The
significant accounting policies which are consistently applied have been set out in the notes to the financial statements.
31. Appreciation:
Your Directors wish to convey their appreciation for the support extended by the shareholders, bankers, vendors, clients
and the employees of the Company.
Krishna S. Patel
Chairman & Managing Director
DIN: 01519572
Mumbai
25 May 2022
ANNEXURE A
Annual Report on CSR Activities for the Financial Year ended 31 March 2022
Nesco’s Corporate Social Responsibility (CSR) policy is aimed at demonstrating care for the community through its
focus on promoting education and special education, skill development, safe drinking water, health & wellness and
livelihood enhancement and ensuring sustainability. The projects undertaken by the Company are within the broad
framework of Schedule VII of the Companies Act, 2013.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the
board are disclosed on the website of the Company.
https://www.nesco.in/social-responsibility
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of Sub-rule (3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
5. Details of the amount available for set off in pursuance of Sub-rule (3) of Rule 7 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sr. Financial Year Amount available for set-off from Amount required to be set-off for the
No. preceding financial years (` in lakhs) financial year, if any (` in lakhs)
- - NIL NIL
Total - NIL NIL
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7. Sr. No. Particulars Amount (` in lakhs)
a. Two percent of average net profit of the company as per Section 135(5) ₹ 496.88
b. Surplus arising out of the CSR projects or programmes or activities of the –
previous financial years
c. Amount required to be set off for the financial year, if any –
d. Total CSR obligation for the financial year (7a+7b-7c): ₹ 496.88
(b) Details of CSR amount spent against ongoing projects for the financial year:
-1 -2 -3 -4 -5 -6 -7 -8 -9 -10 -11
Sr. Name of the Item Local Location Project Amount Amount Amount Mode of Mode of Implementation
No. Project from the area of the duration allocated spent in transf- Imple- - Through Implementing
list of (Yes/ project for the the erred to mentation Agency
activities No) project current Unspent - Direct
in State District (` in lakhs) financial CSR (Yes/No) Name CSR
Schedule Year Account Registration
VII to (` in lakhs) for number
the Act the project
as per
Section
135(6)
(` in lakhs)
1. Infrastructure Promoting Yes Gujarat Anand One 42.00 - 42.00 No Nesco CSR00000877
at school education Year Foundation
premises and for
special Innovation
education and
Development
Total 42.00 - 42.00
Sr. Name of the Project Item from the Local Location of the project Amount Mode of Mode of implementation -
No. list of activities area spent for imple- Through implementing agency
in schedule VII (Yes/ No) the project mentation
State District Name CSR
to the Act (` in lakhs) Direct
registration
(Yes/No)
number
1. Supporting Covid Care Centre Promoting Yes Maharashtra Mumbai 3.91 Yes Not Applicable Not Applicable
Health care and
preventive
health care
2. Providing infrastructure at Schools Promoting Yes Gujarat Anand 29.84 No Nesco CSR00000877
education and Foundation for
special Innovation and
education Development
3. Construction of Borewell at a Providing Safe Yes Gujarat Anand 0.99 No Nesco CSR00000877
school drinking water, Foundation for
sanitation Innovation and
Development
5. Providing affordable education Promoting Yes Uttar Pradesh Mathura 100.00 No Jan Jagrati CSR00006903
education and Sevarth Sansthan
special
education
6. Providing vocational and Promoting Yes Gujarat Bhavnagar 125.00 No Brahmarshi Gyan CSR00010542
self-employment training education and Savrdhak Trust
special
education
7. Providing affordable medical Promoting Yes Gujarat Mansa, 125.00 No Motiba Memorial CSR00006721
facilities Health care and Ahmedabad, Seva Samaj Trust
preventive health Gandhinagar
care
Total 447.56
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ₹ 497.32 lakhs*
* Includes an amount of ₹ 42.00 lakhs earmarked for ongoing projects transferred to Unspent CSR Account in terms of Section 135(6) of the
Companies Act, 2013 for the Financial Year 2021-22
* Includes an amount of ₹ 42.00 lakhs earmarked for ongoing projects transferred to Unspent CSR Account in terms of Section 135(6) of the Companies Act,
2013 for the Financial Year 2021-22.
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount transferred Amount spent in the Amount transferred to any Amount remaining
No. Financial to Unspent CSR Reporting Financial fund specified under to be spent in
Year Account under Year (` in lakhs) Schedule VII as per Section succeeding
Section 135 (6) 135(6), if any financial years
(` in lakhs) (` in lakhs)
Name of Amount Date of
the Fund (` in lakhs) transfer
1. 2020-21 190.00 168.47 Not Applicable 21.53
Total 190.00 168.47 Not Applicable 21.53
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Sr. Name of Financial Project Total amount Amount spent Cumulative Status of
No. the Year in duration Allocated for on the project amount spent the project
Project which the the project in the at the end of Completed
project was (` in lakhs) reporting reporting /Ongoing
commenced Financial Financial
Year Year
(` in lakhs) (` in lakhs)
1. Expansion of S J Patel 2020-21 Two Years 167.59 0.40 121.40 Ongoing
English Medium School
6. Atal Tinkering Lab at C J 2020-21 One Year 16.56 6.76 6.76 Ongoing
Patel English medium
school, Karamsad
7. Fire Protection System for 2020-21 One Year 4.84 4.84 4.84 Completed
C J Patel Eng. Med.
School, Karamsad
(New Building)
8. Fire Protection System for 2020-21 One Year 5.31 5.31 5.31 Completed
C J Patel Eng. Med. School,
Karamsad (Old Building)
9. Fire Protection System for 2020-21 One Year 3.84 3.84 3.84 Completed
S J Patel Eng. Med. School,
Karamsad (CBSE)
10. Fire Protection System for 2020-21 One Year 4.84 4.84 4.84 Completed
S J Patel Eng. Med. School,
Tarapur
Nesco | Believe 13
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year: Not Applicable
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section
135(5).
The Unspent CSR amount pertains to Ongoing Projects where the duration of the Project continued beyond one
financial year. The balance amount to be spent on such projects will be incurred within the prescribed time limit in
accordance with the CSR Amendment rules and have been transferred to ‘Nesco Limited Unspent CSR Account for
Financial Year 2021-22’.
Mumbai
25 May 2022
ANNEXURE B
To
The Members
Nesco Limited
Nesco Center,
Western Express Highway,
Goregaon (East), Mumbai - 400063
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by M/s. Nesco Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our electronic and physical verification of the M/s. Nesco Limited’s books, papers, minute books, forms and returns
filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives physically and electronically during the conduct of secretarial audit, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on 31 March 2022 complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined physically and electronically the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31 March 2022 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 rules made 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 made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’) :-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not
applicable to the Company during the Audit period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; (Not applicable to the Company during the 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 Share Transfer Agents) Regulations,1993
regarding the Companies Act and dealing with client;
Nesco | Believe 15
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the
Company during the Audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the
Company during the Audit period)
(vi) Other laws as per the representation made by the Company are as follows;
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board (SS – 1) and general
meetings (SS – 2) are complied.
(ii) The provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (LODR) ;
During the period under review and as per the explanations/representation made by the management, the Company has
complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
The Company has paid dividend in the audit period and has complied with the dividend related and IEPF related
compliances as per Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.
We have relied on the representation made by the Company and its officers for systems and mechanism formed by the
Company for compliances under other applicable acts, laws and regulations to the Company.
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors during the period under review were
carried out in compliance with the provisions of the act and the revised regulation of LODR.
During the year Mr. Sumant J. Patel, Executive Director & Chief Mentor left for heavenly abode on 17 November 2021.
The designation of Mr. Krishna S. Patel was changed from Vice Chairman & Managing Director to Chairman &
Managing Director.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting. Provisions are made for sharing and handling
unpublished price sensitive information for legitimate purposes.
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period there were no instance of :
We report that during the audit period the process of merger of its wholly owned subsidiary M/s. Nesco Hospitality
Private Limited (NHPL) (Transferor Company) with the holding Company (Nesco Limited) (Transferee Company) was
rejected by the Regional Director vide Order no. RD/WR/Sec.233/Nesco/R29440013/2020/1178 dated 30 July 2021 on
certain technical requirement pursuant to Section 233(1)(b) of the Companies Act, 2013. Hence, now NHPL has made
an application for Voluntary winding up pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code,
2016 and other applicable provisions of all other applicable statutes read with applicable provisions of Insolvency and
Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
We further report that during the audit period, the Company has accomplished the CSR activities through the newly
incorporated wholly owned Section 8 Company for executing its CSR activities.
Further, our report of even dated to be read along with the following clarifications:
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable
basis of my opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws and regulations
and happening.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Mumbai
16 May 2022 Neeta H. Desai
UDIN : F003262D000328334 Practising Company Secretary
COP No. 4741
Nesco | Believe 17
ANNEXURE C
PARTICULARS OF EMPLOYEES
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company
for the financial year:
b. The percentage increase in remuneration of each director, chief financial officer, company secretary in the
financial year:
c. The percentage increase in the median remuneration of employees in the financial year: 31%
d. The number of permanent employees on the rolls of the Company: 118 (excluding Key Managerial Personnel)
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:
The average annual increase was around 2.74%, after accounting for promotions and other event based compensation
revisions.
There was a decrease in the managerial remuneration for the year by 34.75%.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is
affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the
Remuneration Policy of your Company.
g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and
the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the
said annexure is available on the website of the Company at https://www.nesco.in/financials.
ANNEXURE D
(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in
Sub Section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso
thereto.
Nesco Limited has not entered into any contract or arrangements or transactions with its related parties which are not at
arm's length during the financial year 2021-22.
All contracts or arrangements or transactions entered by the Company during the financial year with related parties were
in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any
material contract or arrangement or transaction with related parties which is required to be reported in Form No. AOC-2
in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Nesco | Believe 19
MANAGEMENT DISCUSSION AND ANALYSIS
Nesco IT Park
Nesco Realty has carved a benchmark with its premium Nesco IT Park. A self-sustained facility, the Park is laid out over
several million square feet. It accommodates the world’s leading multinationals such as HSBC, KPMG, PWC, MSCI,
BlackRock, Here Solution, Framestore, Priceline, WeWork, Apollo Global and several others.
Developments
Our Company had retained JLL’s landlord representative team for sales and marketing activities of Nesco IT Park Tower
04. JLL comes with strong Tenant Representative and landlord representative practice; technology platform and reach
to their strong client network globally.
Due to the ongoing COVID-19 Pandemic where movement of people was restricted virtual tour of the IT Park was
introduced as a method to let the potential clients have a look at the office space and facilities offered. From this year
onwards, physical visits to the location has also started.
The division has prepared and is monitoring a tracker for Grade A properties, Clients and their contractual details to
explore potential clients for its IT Park. Marketing activities like Email, Whatsapp, JLL Client Event, Linkedin Post,
Roadshows in different cities were used for bringing in new and reputed clients from around the Country. Incentive
Schemes for financial year 2021-22 was launched for clients coming through IPCs /Brokers, Email Flyer, Whatsapp
Flyer, Linkedin Post or clients approaching directly.
Bombay Exhibition Centre (BEC) reflects Belief and Opportunity. Bringing over millions of ideas to life, the Center has
helped the globe converge in Mumbai with a common purpose.
The exhibition industry sector enables trade/business transaction of over ` 3,00,000 crore, annually boosting and
supporting the growth of various spectrum of industries while also being a colossal employment provider with nearly
1,20,000 people employed in this industry. Normally, during the year 745 events are conducted, average event size is of
9.8 thousand gross sq. meters.
Bombay Exhibition business includes 73% of exhibition area within Western and Northern region - Western (38%),
Northern (35%), Southern (24%), Central (2%), Eastern (1%) and it primarily focus on B2B events.
As a space of limitless possibility, Bombay Exhibition Centre is endlessly customizable. With robust infrastructure, the
center paces itself to global standards. The wide options of venues, the versatility packed within, are topped with helpful
services.
With the continued expansion of Bombay Exhibition Centre, there is now a versatile solution for any trade fair. The BEC is
already India’s largest exhibition venue in the private sector, hosting exhibition for most of the large and reputed
organisers from India and across the Globe.
Nesco Exhibitions is into the business of organising Exhibitions and Conferences. We have events of different topics
varying from B2B, B2C as well as B2G. The focus of each event is to create a huge business platform where the buyer
and the seller come face to face and benefit commercially not only for themselves but also in the development of the
Nation.
Our foray into the event space has been buoyed with excitement. Nesco Events has created unique properties that have
quickly become resounding successes. This is taking the business off to an impressive start and is enhancing the
Group’s strengths to deliver quality entertainment to a burgeoning audience of eager enthusiasts.
Bombay Exhibition Centre has attained historical status in Mumbai as the ideal location for exhibitions, MICE, trade
shows, business displays, events and entertainment.
Developments
From November 2021, 12 exhibitions were scheduled and held in Halls I, VI and VII. It is expected to receive other Halls
back from MCGM during financial year 2022-23. There are 21 exhibitions scheduled till now for the financial year 2022-
23.
Nesco Exhibitions
In financial year 2021-22, exhibitions were scheduled but couldn’t be held due to second wave of COVID-19, reduced
participants and footfalls. The exhibitions were then postponed to financial year 2022-23. Exhibition scheduled is 3rd
edition of India Auto Show which will be held in the month of May 2022.
Nesco Events
Rangilo Re – Utsav Gujarat no, Navaratri festival spread across 9 days was not organised during the financial year 2020-
21 and 2021-22 due to on-going pandemic. However, Rangilo Re now will be organized in the financial year 2022-23 at
a large scale. There is tremendous revenue opportunity in form of ticket sales and event sponsorship.
Paddy Fields – Folk & Fusion music festival, was also not organised during the financial year 2020-21 and 2021-22 due
to on-going pandemic. Paddy Fields also helps us in generating inquiries and business from third party B2C events like
the Filmfare Marathi, Enchanted Valley Carnival music festival, DID Little Champs, Awards Night, COBEX etc.
Nesco Foods
Nesco Foods caters to all levels of social, business and luxury events. It is one of Mumbai’s most preferred hospitality
providers, well-recognized for their varied capability and array of cuisines. The division operates the largest non-flight
kitchen in the city.
Developments
A team of experienced personnel from the industry have been taken on board to drive revenues for this division. We are
developing market awareness & presence of banquet segment with ballroom in both corporate and social segment.
Marketing tools and aids are shaping up for a better reach and stronger brand recall. We participate in various Industry
forums for increasing recognition of this new division. Nesco Foods also catered to Dedicated Covid and Health Centre
(DCHC) and provided them packed meals during the Pandemic.
Indabrator
Indabrator, our engineering division is a pioneer in the surface-preparation category. Backed by best-in-class
technology, Indabrator boasts one of the largest manufacturing units. Today, it remains a Company with impressive
market share and multiple innovations in the pipeline and only manufacturer in India for equipments, spares and
abrasives all in one location.
Developments
Indabrator seized all the opportunities from firms that showed interest in setting-up or expanding green field and brown
field projects. Abrasive sales continues its upward trend. Activities related to expansion of abrasive plant capacity at
Karamsad was completed during the year.
Nesco | Believe 21
B. Opportunities and Threats
Nesco IT Park
Mumbai Suburban area is home to lot of MNCs, Banks and Global Shared Services. There is huge opportunity as the
existing tenants in this location will either look to expand or relocate in the nearby IT Parks. Having said the micro-market
lacks ‘A’ category supply. Landlord with the supply at the right time will be a key differentiation.
Occupier may increase their focus on Environmental, Social and Corporate governance as key consideration while
choosing building premises to occupy. Adoption of Green building is likely to act catalyst for preference of occupiers.
Tech enhancement spaces and increase in the flexibility of leasing portfolio will be long term outlook.
The only threat to Nesco IT Park business is from the office space providers in the nearby vicinity and more established
Business Parks.
Bombay Exhibition Centre couldn’t provide its space for exhibitions during the year due to ongoing Pandemic. Once the
pandemic scenario improves, it is expected that the show size would increase due to increased participation by
exhibitors seeking added business and markets to make up for the lost period. This would increase BEC revenues.
In the scenario that few states fare well in managing covid whereas Mumbai, Maharashtra faces worsening scenario, few
organisers could be compelled to move their exhibitions to other cities or states.
However, the situation is improving. Some of our Halls which were occupied by MGCM were released during the year.
Though on a smaller scale but we could give our halls for exhibitions. From November 2021 to March 2022, 12 shows
were conducted in the Halls which were available with us such as ACETECH 2021, Tech Textile India 2021, International
Health, Sports 2021.
On one side, we are procuring new clients since organisers are venturing outside their established zones which is an
opportunity for the Company to attract new clients.
On the other side, we are losing voluminous business due to unavailability of Halls and due to new trend of having multi
city exhibitions.
In Nesco Exhibitions and Events, the opportunities are endless, as we can work on various topics that are not being
organised otherwise. Opportunities to an open international market to meet and greet the Indian market at India’s
number one privately owned venue. Getting the exhibitors, visitors and the Government on one single platform is the
biggest opportunity. There is also an opportunity of potential strategic tie-ups with third party exhibitions and events as
partners, wherein the benefits could range from revenues to brand building and increased footfalls to the venue.
Launching new IP’s in B2C space (Music Festivals, Food Festivals, Kids festivals).
However, due to ongoing Pandemic COVID-19 we could not organize any shows during the financial year 2021-22.
Once the pandemic scenario improves, it is expected that we will be able to organize more shows with increased
participation from around the Country.
However, after span of 2 years, the Exhibition business is getting back to track slowly. Since, the market is opening up
after the Pandemic COVID -19, lot of existing exhibitions are finding their footings gain albeit on smaller scale.
Industries have still not recovered from the shock of Covid; hence their spending has reduced substantially and hence
shows are becoming small.
22 Nesco Annual Report 2021-22
Management Discussion and Analysis
The Impact of 3rd wave as well as the threat of 4th wave of Covid has impacted the Exhibition business, which makes it
more difficult for us to start new shows in this scenario.
Nesco Foods
The Pandemic has created a backlog of events that could not take place due to the environment. This includes the Social
& Corporate segment and this is seen as an opportunity to grab for the Banqueting business for Nesco Foods.
The Covid Center tag for Nesco remains a soft deterrent of sorts. But the larger worry would be the non-availability of the
4 Halls still with MCGM. The situation also prohibits confirmation of Event bookings on the campus in the big Halls.
Indabrator
The biggest opportunity for Indabrator is the longevity in the business, strong and wide client base, its capability &
capacity of handling large projects. Division has integrated manufacturing set-up under one roof. Export of Equipment,
Spares and Abrasives can be a good opportunity for the Company.
However, Compliance to international standards, their requirements and local and international competition from
established suppliers is a challenge for the Company.
Current and immediate risk to the Company is due to the pandemic where public gathering is restricted.
Common and General risk or concern which may impact the Company’s business are Statutory permissions, market
conditions, natural concerns, riots, uprisings, religious holidays, acceptance of the exhibitions and events concept by
the targeted audience and potential sponsors.
The Company has a Risk Management Policy, which provides overall framework of Risk Management appropriate to it
and to the business environment under which it operates. Risks are being identified at regular intervals by the
Company’s Board of Directors and key management personnel and their mitigations plans are discussed at the Risk
Management Committee meetings.
Nesco IT Park
Companies have experienced work from home and have been under stress to improve their profitability after Covid
period. Hence, for reducing cost, they may consider reducing their spaces or move out to spaces with lower rentals. This
will create pressure on renegotiating the rent escalation due in this year.
Many Companies have also started mapping their workforce footprints basis they may spread their office location in
western and eastern suburbs in Mumbai.
The major concern of the Company currently is making BEC Halls available for conducting exhibitions and events.
Currently, only three Halls are available with us. We are expecting to get the other Halls back in this financial year.
The Impact of 2nd and 3rd wave and the threat of 4th wave of Covid due to increase in number of daily cases in Mumbai as
well as throughout the country has made it difficult for launching of any new show.
Since spending in Exhibitions is tertiary and is dependent on how the primary Industry operates in that sector, any
slowdown in the sector will affect the Exhibition industry substantially. Due to Covid-19, cash flow and price pressures
will be felt in the industry. Hybrid model will play a big role in the revenues of Exhibitions.
Nesco | Believe 23
Nesco Foods
While the city is creeping into normalcy, the fear of the 4th wave creates a sense of uncertainty and concern in the
industry. The Bureaucracy is also not taking a defined stand on the future. With the experience of the pandemic period,
the industry is not taking any risks and only working on recovery and sustenance.
While Nesco Foods does get an impetus from the Exhibitions held on campus, the Exhibition industry itself is in a state of
turmoil.
Also, the launch of the new Convention Centre in Mumbai brings in a noteworthy competition, which will have to be
faced with aggressive marketing and high service standards.
Indabrator
Availability of raw material and its price, restrictions on local and international travel, imports to India at a cheaper rate,
high logistics cost, uncertain demand scenario around the globe are the matter of concerns for the Company.
Investment
Your Company has invested mostly in Mutual Funds, Corporate Deposits, Non-Convertible Debentures, Bonds and
Preference Shares. The volatility in the market may adversely affect the Company due to Mark to Market losses. To
overcome this risk, the management reviews the investments on regular basis and verify the returns and present the
same before the Board for their consideration every quarter.
The Company has proper and adequate system of internal controls which ensure that all the assets are safeguarded
against loss from unauthorized use or disposition and that all transactions are authorised, recorded and reported
correctly.
Our internal financial control framework is commensurate with the size and operations of the business and is in line with
requirements of the regulations. We have laid down adequate procedures and policies to guide the operations of our
business. Divisional Heads are responsible for ensuring compliance with the policies and procedures laid down by the
management.
Our internal control systems are routinely tested by the Management, Statutory Auditors and Internal Auditors. All major
findings and suggestions arising out of internal audit are reported to and reviewed by the Audit committee.
The management ensures implementation of these suggestions and reviews them periodically. The Company
continuously strives to evolve, improve and implement the best practices for each of its major functional areas with a
view to strengthen its internal control systems.
E. Internal Audit
The internal audit is conducted by an independent audit firm comprising of chartered accountants. The internal auditors
on carries audit basis quarterly / calendar plan. Internal audit comprises risk based approach and also transaction audit
for certain identified areas and processes.
The Company’s vision is to create a cohesive work environment that encourages the employees to pursue their
professional and self-development goals in addition to building operational excellence and a sense of belonging. The
Company believes that human resources are a critical factor for its growth. The emphasis is on grooming inhouse talent
enabling them to take on larger responsibilities. The relations with the employees and workers remained cordial and
harmonious throughout the year. The year 2021-22 saw a drop in overall employee benefit expense as compared to the
previous year. There was approx.16% drop in the said expenditure from the previous year; this drop is due to attrition
and delayed replacements due to covid-19 as well as voluntary pay cuts to KMPs.
G. Financial Review
During the year under review, certain businesses were impacted due to the lockdown measures to contract ongoing
pandemic situation resulting in reduction in revenue and profits. The Standalone and Consolidated financial highlights
for financial year 2021-22 are as follows:
(` in lakhs)
Consolidated Standalone
Particulars
2021-22 2020-21 2021-22 2020-21
Revenue from Operations and Other Income 38,241.21 35,569.72 38,216.37 35,565.77
EBIDTA 26,398.49 25,025.63 26,401.82 25,029.90
Profit Before Tax 22,646.00 21,630.61 22,651.18 21,634.97
Profit After Tax 18,917.12 17,245.56 18,922.24 17,249.92
Consolidated Standalone
Particulars
2021-22 2020-21 2021-22 2020-21
Debtors Turnover Ratio 13.99 12.61 13.99 12.61
Inventory Turnover Ratio 7.65 4.88 7.67 4.91
Current Ratio 3.73 1.73 3.70 1.70
Operating Profit Margin 69.85% 77.13% 69.87% 77.15%
Net Profit Margin 49.47% 48.48% 49.51% 48.50%
Return on Net worth 11.17% 11.23% 11.19% 11.25%
During the financial year 2021-22, expansion plans for IT Park and for BEC were deferred due to continued effects of the
Covid-19 pandemic. The Company’s Exhibition Halls were occupied by the Municipal Corporation of Greater Mumbai
(MCGM) to operate a Jumbo Dedicated Covid Health Centre which included a Quarantine Centre, Hospital, ICU, as well
as a Vaccination Centre.
• Nesco IT Park has completed the designing & finalization of plans for the new Tower 02 which will be located in place of
legacy IT building 02 and the adjoining areas. The designs are made by Singapore Based Architects – Aedas and the
total development size will be about 4.6 million sq. ft. that includes office space, hotel, car parking and other amenities.
The estimated cost for Tower 02 is around ₹ 2,00,000 lakhs, with outflow spread across over more than 5 years and civil
work expected to start shortly after approvals from various authorities.
The Company is now commencing part of its various F&B and Retail areas in Tower 04 which includes new Restaurants,
Food Court, Gym, Convenience Store, Salon and a Coffee Shop. The expected cost is approximately ₹ 5,000 lakhs.
The Company has completed conceptualisation for landscaping of its Tower 03 which is estimated at a cost of ₹ 400
lakhs and shall be undertaken in financial year 2022-23 for overall upgradation of the facility.
Nesco | Believe 25
• Bombay Exhibition Centre has obtained the clearance of State Government to the suggestion of objection filed in
respect of DP 2034 which were included in the Excluded Portion (EP).
Company has plans to develop a large world class integrated Exhibition Centre comprising of Exhibition Centre,
Convention Centre, Hotel and other amenities in the coming years.
• For the financial year 2022-23, Nesco Foods is planning to increase its revenue stream by foraying into outdoor
catering and B2B contracts outside the Nesco Center and operating two brands in food court named as ‘Indic’ & ‘Daily
Dely’, serving authentic Indian cuisines. This additional business will be managed within its existing production capacity.
• At Indabrator, the abrasive plant manufacturing capacity of 2000 MT/annum has been ramped-up to 6000 MT/annum
and can generate revenue of approximately ` 2,500 lakhs on full capacity basis.
The division is also undertaking upgradation of its process as well as infrastructure. The infrastructure enhancement
includes beautification of the existing structures and is estimated at approximately ₹ 530 lakhs
• The Company has implemented SAP (SG/HANA) for all its accounting functions and business processes across all
divisions. It is now working on digitization of various aspects of other business processes. Furthermore, Company is in
the process of implementing "LS Retail" as a front end solution for all its food courts and restaurants.
• Company has completed upgradation of the existing storm water drain within the Nesco Center in the financial year
2021-22 and is awaiting completion certificate from the relevant authorities. This will help eliminate the risk of water
logging during monsoon season. The cost of completion for the same was ₹ 1,000 lakhs.
• A new sub-division under Nesco foods, named as ‘Restaurant & Outlets’ has been developed to run the business of
restaurants, food court and lounge bar. It is projected that this division will be gearing its operation from second quarter
in alliance with some reputed brands of the City.
The year under review was another challenging year with some sign of relief from the pandemic. Corporates have
incorporated several new methods of conducting business activities with renewed focus on employees and
sustainability.
Nesco has always adopted a robust governance framework which played a critical role in ensuring that we remain true to
our culture and values. The high standard of corporate governance is the cornerstone of our long termism and continued
success.
Your Company believes in maximising the interests of Shareholders & Stakeholders alike. Hence, we are also working on
Environmental, Social & Governance (ESG) agenda with renewed focus. Nesco is committed to adopt best governance
standards & sustainability practices, and sustainable development of communities around our areas of businesses. We
have a board which is striving to provide effective oversight and maintain a culture of transparency, accountability and
equanimity. This culture inspires trust among all stakeholders.
Company has adopted a code of conduct which is applicable to all employees and is posted on the website of the
Company. The Company also has in place a code for preventing insider trading.
Company is fully compliant with the requirements of the Listing Regulations and applicable corporate governance
norms and is committed to ensuring compliance with all modifications within the prescribed time.
Customers, Employees, Shareholders and Stakeholders form the nucleus of NESCOs sphere of business. Therefore,
the products & services that we provide and the customer satisfaction it generates, gives a special joy to us and to
everyone involved. We believe in enriching and uplifting people’s lives and that is what makes people believe in us!
2. Board of Directors:
The Board has an optimum mix of Executive, Non-executive and Independent Directors, who have proficiency in their
respective fields including competencies required in context of Company’s businesses.
The composition and strength of the Board is reviewed periodically to ensure that the Board is a wholesome blend of
Directors with complementary skill set and for ensuring compliance with the statutory requirements.
We have a cohesive board with diversity of domain expertise as well as gender diversity. The present strength of the
Board of Directors is seven members. The Board comprises of Chairman & Managing Director and six other Non-
executive Directors, out of which five are Independent Directors.
Day to day management of the business is conducted by the Head of Departments with Chairman & Managing Director
of the Company subject to direction, control and effective oversight by the Board of Directors.
The composition of the Board is in conformity with the requirements of Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) as well as the Companies
Act, 2013 read with the rules issued thereunder.
Nesco | Believe 27
Details of composition of the Board and summary of other Directorships and Committee Memberships or
Chairmanships of each of the Directors as on 31 March 2022 are as follows:
Directorship Membership held Chairmanship held
in other in Committees in Committee of
Name of the Directors Nature of Directorship Companies Directors
* # ##
Mr. Krishna S. Patel Promoter / Executive/ Chairman &
Managing Director --- 02 ---
Mr. Mahendra K. Chouhan Non-Executive and Independent 02 02 01
Mr. Jai S. Diwanji Non-Executive and Independent 02 05 ---
Mr. K. S. Srinivasa Murty Non-Executive and Independent --- 02 ---
Mr. Manu M. Parpia Non-Executive and Independent 01 02 01
Mrs. Sudha S. Patel Promoter / Non-Executive --- 01 01
Mrs. Amrita Verma Chowdhury Non-Executive and Independent 02 03 ---
* This excludes directorship held in Nesco Limited, private companies, foreign companies, companies formed under section 8 of the Companies Act,
2013 and directorship held as an alternate director.
# Membership in Audit Committee and Stakeholders Relationship Committee in Indian Public Limited Companies including Nesco Limited.
## Chairmanship in Audit Committee and Stakeholders Relationship Committee in Indian Public Limited Companies including Nesco Limited.
The Details of Directors, their inter-se relationship, directorships held in other listed companies, their shareholding in the
Company as on 31 March 2022 and their areas of expertise.
Name of the Directors Relationship with each other Directorships held in other No. of shares and percentage
listed entities held in the Company by
Non-Executive Directors
Mr. Krishna S. Patel Son of Shri. Sumant J. Patel and -- Not Applicable
Mrs. Sudha S. Patel
The Company has received declarations from the Independent Directors that they meet the criteria of Independence laid
down under the Companies Act, 2013 and the Listing Regulations.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent
Directors have completed the registration with the Independent Directors Databank.
• Nesco IT Park: Our IT Towers 03 and 04 provides office space on lease to some of the world’s leading Companies.
• Bombay Exhibition Centre (BEC): BEC provides infrastructure to leading Indian and Foreign organizers for Guest
Exhibitions and Events. Nesco also holds its own Exhibitions and Events.
• Nesco Foods: Our Foods division caters to Banquets, Exhibitions, F&Bs and offices situated in the Nesco Premises.
On the days of exhibitions Nesco Foods prepares and serves over 20,000 meals per day.
• Indabrator: Our Indabrator division is a leading manufacturer of surface preparation equipment with integrated
manufacturing facilities for Equipment, Spares and Abrasives in Gujarat.
The following is the list of core skills/expertise/competencies identified by the Board of Directors as required in the
context of the Company’s aforesaid business(es) for it to function effectively and those available with the Board as a
whole.
Corporate Governance Experience in developing and implementing good corporate governance practices,
maintaining board and management accountability, managing stakeholders’ interests.
Experience in boards and committees of other large companies.
Legal Understanding legal and regulatory aspects, mergers and acquisition, etc.
Finance Understanding the financial statements, financial controls, risk management, accounting
aspects in mergers and acquisition, etc.
Information Technology A significant background in technology, digitization resulting in knowledge of how to
anticipate technological trends, generate disruptive innovation and extend or create new
business.
Wide management and Strong management and leadership experience, including in areas of business
leadership experience development, strategic planning, operations in technology, manufacturing, investments
and finance.
Diversity Diversity of thought, experience, knowledge, perspective and culture brought to the Board
by individual members. Varied mix of strategic perspectives.
Personal values Personal characteristics matching the Company’s values, such as integrity, accountability
and high performance standards.
Given below is a list of core skills, expertise and competencies of the individual Directors:
Nesco | Believe 29
Familiarization Programme:
The Company conducts familiarization programme for Independent Directors to enable them to understand their roles,
rights and responsibilities. Presentations are also made at the Board meetings which facilitates them to clearly
understand the business of the Company and the environment in which the Company operates. Field visits are also done
to various locations of the Company to enable the directors to have a better understanding of the Company’s processes.
They are also provided a platform to interact with multiple levels of management and are provided with all the documents
required and/or sought by them to have a good understanding of Company’s operations, businesses and the industry as
a whole.
Majority of the Non-executive Independent Directors are associated with the Company for several years. Besides,
regular presentations are made to all Non-executive Independent Directors, an update and details of Company’s
operations, including new activities undertaken and details of the proposed activities is also provided to the
Independent Directors.
Brief details of the Familiarization Programme for Independent Directors are put up on the Company’s website at
www.nesco.in.
Meetings of the Board are scheduled well in advance. The Board meets at least once in a quarter to review business of
the Company and to consider financial results. Each time a detailed agenda is prepared in consultation with the
Executive Director & Chief Mentor and Chairman & Managing Director.
During the financial year, five meetings of the Board of Directors of the Company were held on 28 May 2021, 15 June
2021, 11 August 2021, 12 November 2021 and 03 February 2022.
The details of attendance of each Director at the Board meetings held during the year and at the last Annual General
Meeting is as under:
Name of Director Number of board meetings during the year 2021-22 Attendance at the last AGM
held on 11 August 2021*
Held* Attended*
Mr. Sumant J. Patel** 5 3 Yes
Mr. Mahendra K. Chouhan 5 5 Yes
Mr. Jai S. Diwanji 5 5 Yes
Mr. K. S. Srinivasa Murty 5 5 Yes
Mr. Manu M. Parpia 5 5 Yes
Mrs. Sudha S. Patel 5 5 Yes
Mr. Krishna S. Patel 5 5 Yes
Mrs.Amrita Verma Chowdhury 5 5 Yes
* As per the Companies (Meetings of Board and its Powers) Amendment Rules, 2020, all meetings were held through VC/OAVM.
** Mr. Sumant J. Patel, Executive Director & Chief Mentor of the Company left for his heavenly abode on 17 November 2021.
The Board has constituted six committees i.e. Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and
Sexual Harassment Committee.
Audit Committee
Composition:
The composition of the Audit Committee of the Board of Director of the Company along with the details of the meetings
held and attended by the members of the Committee during the financial year 2021-22 is detailed below:
During the year, Committee met four times on 27 May 2021, 10 August 2021, 11 November 2021 and 03 February 2022.
The attendance of each director at the meeting was as follows:
Sr. no. Name of the Member Nature of No. of Committee meetings during the year 2021-22
membership Held* Attended*
a. Mr. Mahendra K. Chouhan Chairman 4 4
b. Mr. K. S. Srinivasa Murty Member 4 4
c. Mr. Jai S. Diwanji Member 4 4
d. Mr. Manu M. Parpia Member 4 4
e. Mr. Krishna S. Patel Member 4 4
f. Mrs. Amrita Verma Chowdhury Member 4 4
* As per the Companies (Meetings of Board and its Powers) Amendment Rules, 2020, all meetings were held through VC/OAVM.
Ms. Jinal J. Shah, Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.
a. Overall assessment of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
b. Recommending appointment, remuneration and terms of appointment of auditors of the listed entity;
c. Reviewing with the management the annual financial statements and auditors report before submission to the board,
focusing primarily on:
• Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report as
per Section 134(3) (c) of the Companies Act, 2013;
• Changes if any, in accounting policies and practices and reasons for the same;
• Significant changes or adjustments made in the financial statements arising out of audit findings;
d. Reviewing with the management quarterly, half yearly unaudited financial results before submission to the Board for
approval.
Nesco | Believe 31
e. Evaluating the internal financial controls and risk management policies system of the Company.
f. Reviewing with the management, performance of statutory and internal auditors and the adequacy of internal control
systems.
g. Reviewing the adequacy of internal audit functions, if any, including the structure of internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
h. Discussion with internal auditors of any significant findings and follow up thereon;
i. Reviewing the findings, if any, of any internal investigation by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the
Board.
j. Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
l. To look into the reasons for substantial defaults, if any, in the payment to the shareholders (in case of non–payment of
declared dividends) and creditors.
m. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;
n. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
• Management letters / letters of internal control weaknesses issued by the statutory Auditors;
• The appointment, removal and terms of remuneration of the Chief Internal Auditor.
p. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.
q. Approval or any subsequent modification of transactions of the company with related parties;
s. Appointing registered valuers and defining the terms and conditions for conducting the valuation of undertakings/
assets/net-worth/liabilities of the Company, wherever it is necessary. Reviewing the valuation report and follow-up
thereon;
t. Reviewing the utilization of loans and/ or advances from/ investment by the holding company in the subsidiary
exceeding ` 100 crore or 10% of the asset size of the subsidiary, whichever is lower.
The Chairman of the Audit Committee briefs the Board about the significant discussions held at the Audit Committee
Meetings.
The broad terms of reference to the Nomination and Remuneration Committee includes the following:
a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;
b. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
d. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal;
e. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of
performance evaluation of Independent Directors;
f. Recommend to the Board, all remuneration, in whatever form, payable to senior management;
g. Any other matter as the Board may decide from time to time.
The Nomination and Remuneration Committee has determined a process for evaluating the performance of every
Director, Committees of the Board and the Board on an annual basis.
Remuneration Policy:
Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results.
Company pays remuneration by way of salary, perquisites and allowances (fixed components) and commission (variable
components) to its Executive Director & Chief Mentor and Chairman & Managing Director. Annual increments are
decided by the Nomination and Remuneration Committee within the salary scale approved by the members of the
Company. Nomination and Remuneration Committee decides on the commission payable to the Executive Director &
Chief Mentor and Chairman & Managing Director as a percentage of profits for the financial year and within the ceiling
limits prescribed under the Act based on the performance of the Company as well as of the Executive Director & Chief
Mentor and Chairman & Managing Director.
The Nomination and Remuneration Policy of the Company has been uploaded on the Company's website and can be
accessed at www.nesco.in.
Nesco | Believe 33
Details of Remuneration of the Directors of the Company for the financial year 2021-22 are as follows:
(` in lakhs)
Name of Directors Designation Sitting Salary Perquisites Commission Provident Total
fees and allowance Fund
Mr. Sumant J. Patel Executive Director &
(upto 17 November 2021) Chief Mentor --- 30.27 --- 300.00 --- 330.27
Mr. Krishna S. Patel Chairman & Managing
Director --- 54.00 --- 485.00 6.48 545.48
Mr. Mahendra K. Chouhan Director 6.05 --- --- --- --- 6.05
Mr. Jai S. Diwanji Director 6.55 --- --- --- --- 6.55
Mr. K. S. Srinivasa Murty Director 5.05 --- --- --- --- 5.05
Mr. Manu M. Parpia Director 4.55 --- --- --- --- 4.55
Mrs. Sudha S. Patel Director 3.50 --- --- --- --- 3.50
Mrs. Amrita Verma Chowdhury Director 4.55 --- --- --- --- 4.55
Total 30.25 84.27 --- 785.00 6.48 906.00
One of the key functions of the Board is to monitor and review the Board evaluation framework. The questionnaire of the
survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible
paths for improvements.
Each Board member is requested to evaluate the effectiveness of Board dynamics and relationships, information flow,
decision making of Directors, relationship to stakeholders, Company performance, Company strategy and the
effectiveness of the whole Board and its various Committees.
Independent Directors have three key roles i.e., governance, control and guidance. The performance indicators on
which the Independent Directors are evaluated include:
Performance Evaluation
In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation
of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the
effectiveness of the Board and the Committees. The Company has a structured assessment process for evaluation of
performance of the Board, Committees of the Board and individual performance of each Director including an Executive
Director & Chief Mentor, Chairman & Managing Director and Non-executive Directors.
The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the
Board as a whole, Chairperson of the Company after taking into account the views of Non-executive Directors, the
quality, quantity and timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. During the year under review, evaluation of
performance of Directors, Board as a whole and Committees of the Board were carried out. Based on the inputs received
from the Directors, a separate meeting of the Board would be held to discuss and draw up a plan of action.
Composition:
The composition of the Stakeholders Relationship Committee of the Board of Directors of the Company along with the
details of the meetings held and attended by the members of the Committee during the financial year 2021-22 is detailed
below:
During the year, Committee met twice on 28 May 2021 and 12 November 2021. The attendance of each director at the
meeting was as follows:
Sr. no. Name of the Member Nature of No. of Committee meetings during the year 2021-22
membership Held* Attended*
a. Mrs. Sudha S. Patel Chairperson 2 2
b. Mr. K. S. Srinivasa Murty Member 2 2
c. Mr. Jai S. Diwanji Member 2 2
d. Mr. Krishna S. Patel Member 2 2
* As per the Companies (Meetings of Board and its Powers) Amendment Rules, 2020, all meetings were held through VC/OAVM.
Ms. Jinal J. Shah, Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.
a. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
c. Reviewing adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
d. Reviewing various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.
e. Reviewing matters relating to unclaimed equity shares and dividend transferred to Investor Education and Protection
Fund (IEPF) pursuant to IEPF rules.
The Company is in constant touch with Link Intime India Private Limited, the registrar and share transfer agent of the
Company, and reviews periodically the outstanding complaints, if any.
At present there are no pending cases wherein adverse claims are made against the Company.
Nesco | Believe 35
Corporate Social Responsibility Committee
Composition:
The composition of the Corporate Social Responsibility Committee of the Board of Directors of the Company along with
the details of the meetings held and attended by the members of the Committee during the financial year 2021-22 is
detailed below:
During the year Committee met twice on 28 May 2021 and 11 November 2021. The attendance of each director at the
meeting was as follows:
Sr. no. Name of the Member Nature of No. of Committee meetings during the year 2021-22
membership Held* Attended*
$
a. Mrs. Sudha S. Patel Chairperson 2 0
b. Mr. Sumant J. Patel** Member 2 1
c. Mr. Krishna S. Patel Member 2 2
d. Mr. Mahendra K. Chouhan Member 2 2
e. Mr. Jai S. Diwanji Member 2 2
* As per the Companies (Meetings of Board and its Powers) Amendment Rules, 2020, all meetings were held through VC/OAVM.
$
Mrs. Sudha S. Patel, Non-executive Director was appointed as member of the Committee w.e.f. 12 November 2021 and was appointed as
Chairperson in the meeting held on 24 May 2022.
** Mr. Sumant J. Patel, Executive Director & Chief Mentor of the Company left for his heavenly abode on 17 November 2021.
The details of CSR initiatives forms part of the Directors Report in the Annual Report. The CSR policy of the Company has
been uploaded on the Company’s website at www.nesco.in.
Your Company has constituted a Risk Management Committee to monitor and review the Risk Management Policy and
plans of the Company.
Composition:
The Committee comprises of Mr. Krishna S Patel – Chairman & Managing Director as Chairman, Mr. Jai S. Diwanji -
Independent Director, Mr. Mahendra K. Chouhan - Independent Director and Mr. Dipesh R. Singhania - Chief Financial
Officer as members.
During the year Committee met twice on 11 August 2021 and 03 February 2022. The attendance of each director at the
meeting was as follows:
Sr. no. Name of the Member Nature of No. of Committee meetings during the year 2021-22
membership Held* Attended*
a. Mr. Krishna S. Patel Chairman 2 2
b. Mr. Mahendra K. Chouhan Member 2 2
c. Mr. Jai S. Diwanji Member 2 2
d. Mr. Dipesh R. Singhania Member 2 2
* As per the Companies (Meetings of Board and its Powers) Amendment Rules, 2020, all meetings were held through VC/OAVM.
The terms of reference of the Risk Management Committee includes the following:
During the year under review, a meeting of the Independent Directors of the Company was held on 10 August 2021 in
accordance with provisions of Schedule IV (Code of Independent Directors), without the attendance of Non-
Independent Directors and members of management inter-alia to :
Details of location, time and date of last three annual general meetings of the Company:
Postal Ballot:
Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules
(including any statutory amendments(s) or re-enactment(s) thereof made thereunder), no Special Resolution was
passed through Postal Ballot during financial year 2021-22. Further, no Special Resolution is proposed to be passed
through Postal Ballot as on the date of this report.
Nesco | Believe 37
7. Means of Communication:
The Company regularly intimates about the Quarterly, Half-yearly and Annual financial results to the Stock Exchanges as
soon as these are taken on record / approved.
Quarterly, Half-yearly and Annual financial results of the Company are published in leading English and vernacular
Marathi language newspapers, viz., Business Standard and Lakshwadeep Marathi.
The Company makes timely disclosures of necessary information to BSE Limited and the National Stock Exchange of
India Limited in terms of Listing Regulations and other rules and regulations issued by the SEBI.
Any presentations made to the Institutional Investors or to the Analysts are intimated to the stock exchanges and is
disclosed on the website of the Company under the Investors section.
In compliance with Regulation 46 of the Listing Regulations, a separate dedicated section under ‘Investors’ tab on the
Company’s website gives information on various announcements, submissions or disclosures made by the Company to
the stock exchanges from time to time.
The results are also displayed on the website of the Company at www.nesco.in.
The Company has designated the following email-id exclusively for investors for all their queries:
[email protected].
8. Compliance Officer:
Ms. Jinal J. Shah, Company Secretary of the Company, is designated as Compliance Officer of the Company.
9. Secretarial Audit:
Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Board of Directors of the Company
appointed M/s. ND & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of records and
documents of the Company. The Report on Secretarial Audit is annexed and forms part of Directors Report as
“Annexure B”.
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company
Secretary of all applicable SEBI Regulations and circulars or guidelines issued thereunder. The said Secretarial
Compliance report is in addition to the Secretarial Audit Report provided by Practicing Company Secretaries and is
required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
The Company has engaged the services of Ms. Neeta H. Desai (CP No. 4741), Practicing Company Secretary and
Secretarial Auditor of the Company for providing this certification.
11. Code of Practices and procedures for fair disclosures of unpublished price sensitive information:
As per the requirements of Regulation 8(1) of Securities and Exchange of Board India (Prohibition of Insider Trading)
Regulation, 2015, the Company has formulated Code of fair disclosures of unpublished price sensitive information and
has uploaded the same on the official website of the Company. The Company’s Code of Conduct to regulate, monitor
and report trading by promoters, directors, employees and other connected persons is already in place.
The Managing Director and Chief Financial Officer have certified to the Board of Directors, compliance in respect of all
matters pursuant to Regulation 17(8) of the Listing Regulation. The certificate is annexed and forms part of this Annual
Report as “Annexure E”.
The Company has a process for monitoring the related party transactions. The Audit Committee, during the financial
year 2021-22, has approved Related Party Transactions in line with the Policy of dealing with related party
transactions and other applicable provisions of the Companies Act, 2013 read with the rules issued thereunder and
the Listing Regulations (including any statutory modification(s) or Re-enactment(s) thereof for the time being in
force.)
The policy for Determining Material Related Party Transactions has been uploaded on the website of the Company at
www.nesco.in.
All the transactions entered into by the Company with the related parties, during the financial year 2021-22, were in
the ordinary course of business and on arm’s length basis. The details of the related party transactions are set out in
the Notes to Financial Statements forming part of this Annual Report.
Also, the Related Party Transactions undertaken by the Company were in compliance with the provisions of the
Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the Listing Regulations.
There were no materially significant transactions with related parties during the financial year which have potential
conflict with the interest of the Company. Suitable disclosures as required by Indian Accounting Standard 24 (Ind AS
24) have been made in the notes to the Financial Statements.
b. Subsidiary Companies
The Company does not have any material unlisted subsidiaries in terms of Regulation 16 of the Listing Regulations.
However, Nesco Hospitality Private Limited and Nesco Foundation for Innovation and Development are wholly
owned subsidiaries of Nesco Limited.
A synopsis of the minutes of the Board meetings of the subsidiary companies are placed at the Board meeting on
periodical basis. The Audit Committee reviews the financial statements of the unlisted subsidiaries of the Company.
The management of the unlisted subsidiaries periodically brings to the notice of the Board of Directors of the
Company, a statement of all significant transactions and arrangements entered into by unlisted subsidiary, if any.
The Policy for determining material subsidiary has been uploaded and can be accessed on the Company’s website
at www.nesco.in.
Our Company believes in conducting its business and working with all its stakeholders, including employees,
customers, suppliers, shareholders and business associates in an ethical and lawful manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. Accordingly, the Company has adopted a
Whistle Blower Policy and an effective vigil mechanism system to provide a formal mechanism to its Directors,
employees to voice concerns in a responsible and effective manner regarding suspected unethical matters involving
serious malpractice, abuse or wrongdoing within the organisation and also safeguards against victimisation of
Directors / employees who avail of the mechanism. Whistle Blower Policy and Vigil Mechanism are also placed on
the website on the Company.
Nesco | Believe 39
d. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements
The Company has complied with all mandatory requirements of Regulation 34 of the Listing Regulations. The
Company has adopted the following discretionary requirements of the Listing Regulations:
Audit Qualification
The Internal Audit Department of the Company, co-sourced with professional firms of Chartered Accountants,
reports directly to the Audit Committee.
e. Details of preferential allotment or qualified institutional placement as specified under Regulation 32 (7A) of
the Listing Regulations
The Company has not raised funds through preferential allotment or qualified institutional placement.
Certificate as required under Part C of Schedule V of Listing Regulations, received from Ms. Neeta H. Desai (CP No.
4741), Practicing Company Secretary, that none of the Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange
Board of India or Ministry of Corporate Affairs was placed before the Board of Directors at their meeting held on 25
May 2022. The Certificate is enclosed as “Annexure F” in the Annual Report.
There were no instances during the financial year 2021-22, wherein the Board had not accepted recommendations
made by any Committee of the Board.
Total fees of ` 31.27 lakhs (Rupees Thirty One Lakhs and Twenty Seven Thousand only) for financial year 2021-22, for
all services, was paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors.
i. Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at
workplace. The details relating to the number of complaints received and disposed of during the financial year 2021-
22 are as under:
j. Code of Conduct
Your Company has framed its own Code of Conduct for the members of the Board of Directors and senior
management personnel of the Company. The same is available on the Company’s website at www.nesco.in.
k. The Company has duly complied with the requirements specified in Regulations 17 to 27 and clause (b) to (i) of Sub-
regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
l. There are no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any statutory
authorities for non-compliance by the Company or on any other matter related to capital markets, during last three
years.
Krishna S. Patel
Chairman and Managing Director
DIN: 01519572
Mumbai
25 May 2022
Nesco | Believe 41
ANNEXURE E
To
The Board of Directors
Nesco Limited
Mumbai
We, Krishna S. Patel, Chairman and Managing Director and Dipesh R. Singhania, Chief Financial 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 any material fact or contain statements that
may be misleading;
(ii) These statements present a true and fair view of the Company’s affairs and are 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 by the Company during the year which are
fraudulent, illegal or in violation of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and steps taken or proposed to be taken for rectifying these deficiencies.
(i) Significant changes, if any, in the internal control over financial reporting during the year.
(ii) Significant changes, if any, in accounting policies made during the year and that the 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 involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
Mumbai
25 May 2022
ANNEXURE F
To,
The Members
Nesco Limited
Nesco Center,
Western Express Highway,
Goregaon East, Mumbai – 400 063
We have examined electronically the relevant registers, records, forms, returns and disclosure received from the Directors of
Nesco Limited having CIN L17100MH1946PLC004886 and having registered office at Nesco Center, Western Express
Highway, Goregaon East, Mumbai – 400063 (hereinafter referred to as ‘the Company’) produced before us by the Company by
e-mail for the purpose of issuing this certificate in accordance with Regulation 34(3) read with Schedule V Para C Sub Clause
(10) (i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our knowledge and according to the verifications including Directors Identification Number
(DIN) status at the portal www.mca.gov.in as considered necessary and explanation furnished to us by the Company and its
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending
on 31 March 2022 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the
Securities Exchange Board of India, Ministry of Corporate Affairs or such other Statutory Authority.
Sr. No. Name of The Director DIN Date of appointment in the Company
Ensuring the eligibility for the appointment or continuity of every Director on the Board of above referred Company is the
responsibility of the management of the Company. Our responsibility is to express an opinion as stated above based on our
electronic verification. This certificate is neither an assurance as to the future viability of the Company or effectiveness with
which the management has conducted the affairs of the Company.
Neeta H. Desai
Practising Company Secretary
Mumbai COP No. 4741
29 April 2022
UDIN: F003262D000237034
Nesco | Believe 43
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT
To,
The Members of Nesco Limited
I, Krishna S. Patel, Chairman and Managing Director of the Company hereby confirm that the Company has obtained from all
the members of the Board and Senior Management Personnel, affirmation(s) that they have complied with the Code of Conduct
for Board Members and Senior Management Personnel in respect of the financial year ended 31 March 2022.
Krishna S. Patel
Chairman and
Managing Director
DIN:01519572
Mumbai
25 May 2022
To
The Members of Nesco Limited
We, Manubhai & Shah LLP, Chartered Accountants, the Statutory Auditors of Nesco Limited (‘the Company’), have examined
the compliance of conditions of Corporate Governance by the Company for the year ended 31 March 2022 as stipulated in
Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’).
Management’s Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions
of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We have examined the books of accounts and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the standards on
Auditing specified under Section 143 (10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate
and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the
Listing Regulations during the year ended 31 March 2022.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
Ashish Shah
Partner
M. No.: 103750
Mumbai
25 May 2022
UDIN: 22103750AJOUOR1199
Nesco | Believe 45
SHAREHOLDERS INFORMATION
1 Annual General Meeting The 63rd Annual General Meeting (AGM) will be held on 08
August 2022 at 2.30 p.m. through Video Conference and
Other Audio Visual Means (OAVM).
2. Schedule for declaration of Financial Results during Financial Year: 01 April 2022 to 31 March 2023
the financial year 2022-23
First quarterly results: On or before
2nd week of August 2022
4. Listing on Stock Exchange The Company’s equity shares are listed on:
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400001.
6. Demat ISIN in NSDL and CDSL for Equity Shares INE 317F01035
Final Dividend for financial year 2021-22 of ` 3 per (Subject to approval of the shareholders)
equity share recommended by the Board of Directors
at its meeting held on 25 May 2022.
The Company hereby confirms that the Company has paid annual listing fees to both the Exchanges and there is no
outstanding payment towards the exchanges as on date.
BSE NSE
650.00 60000.00
650.00 18000.00
58000.00
600.00 600.00 17000.00
56000.00
Sensex
54000.00
Nesco
Nesco
Nifty
550.00 550.00 16000.00
52000.00
Jun-21
Aug-21
Sep-21
Dec-21
Mar-22
Jan-22
Feb-22
Oct-21
Nov-21
May-21
Nesco NIFTY
Nesco Sensex
Nesco | Believe 47
3. Share Transfer System
Link Intime India Private Limited is the Registrar and Share Transfer Agent (RTA) of the Company. The Securities and
Exchange Board of India has mandated transfer of securities only in dematerialized form with effect from 01 April 2019,
baring certain instances. The shares lodged for transfer, transmission, etc. are processed and share certificates duly
endorsed are returned within the stipulated time, subject to documents being valid and complete in all respects.
A summary of approved transfers, transmission, dematerialization of shares etc. is placed before the Board of Directors
from time to time as per the Listing Regulations.
4. Dematerialization of Shares
As an on-going measure to enhance ease of dealing in securities markets by the investors, SEBI vide Circular No.
SEBI/HO/MIRSD/ MIRSD_RTAMB /P/CIR/ 2022/8 dated 25 January 2022 declared that Listed Companies shall issue
the securities in dematerialized form only while processing the following service request with immediate effect -
a) Issue of duplicate securities certificate;
b) Claim from Unclaimed Suspense Account;
c) Renewal / Exchange of securities certificate;
d) Endorsement;
e) Sub-division / Splitting of securities certificate;
f) Consolidation of securities certificates/folios;
g) Transmission;
h) Transposition;
For this purpose, the Securities holder/claimant shall submit a duly filled up Form ISR-4.
Details of shares dematerialized during the year under review are given below:
Nesco | Believe 49
7. Unclaimed / unpaid dividends
Final dividend for the financial year ended 31 March 2015 and subsequent years, which remain unpaid or unclaimed, will
be due for transfer to the Investor Education and Protection Fund of the Central Government on the dates mentioned in
the table below. Members who have not claimed or encashed their dividend warrants for these years are requested to
seek issue of duplicate warrants on or before the due dates mentioned therein, by writing to the Company’s Registrar
and Share Transfer Agent M/s. Link Intime India Private Limited.
Sr. No. For the financial year ended Date of declaration Due for transfer to IEPF
1 31.03.2015 03.08.2015 09.09.2022
2 31.03.2016 17.03.2016 23.04.2023
3 31.03.2017 14.08.2017 20.09.2024
4 31.03.2018 08.08.2018 14.09.2025
5 31.03.2019 05.08.2019 11.09.2026
6 31.03.2020 26.03.2020 02.05.2027
7 31.03.2021 11.08.2021 17.09.2028
The Company has not issued any GDRs/ ADRs/ Warrants/ Convertible Instruments in past and hence, the Company
does not have any outstanding GDRs/ ADRs/ Warrants/ Convertible Instruments as on 31 March 2022.
The Company does not have any exposure hedged through commodity derivatives.
10. Credit Ratings and any revisions thereto for debt instruments or any fixed deposit programme or any scheme or
proposal involving mobilization of funds, whether in India or abroad:
The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or
proposal involving mobilization of funds in India or abroad during the financial year ended 31 March 2022. Obtaining
credit rating is not applicable to our Company during the year under review.
Secretarial Department
Nesco Limited
Nesco Center, Western Express Highway,
Goregaon (East), Mumbai 400063.
Tel: 022 66450123, Email: [email protected],
Website: www.nesco.in
Nodal Officer
Ms. Jinal J. Shah
Nesco Limited
Nesco Center, Western Express Highway,
Goregaon (East), Mumbai 400063.
Tel: 022 66450123
Fax: 022 66450101
Email: [email protected],
Website: www.nesco.in
Krishna S. Patel
Chairman and Managing Director
DIN:01519572
Mumbai
25 May 2022
Nesco | Believe 51
BUSINESS RESPONSIBILITY REPORT (BRR)
Bombay Exhibition Centre (BEC) Domestic and International Domestic and International Exhibitions and Events
Nesco Foods Domestic and International Caters Foods to Exhibitors, Visitors visiting
Domestic and International Exhibitions
SECTION D: BR INFORMATION
Nesco | Believe 53
2. Principle-wise (as per NVGs) BR Policy/policies – National Voluntary Guidelines.
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/ policies for… Y Y Y Y Y Y Y Y Y
2. Has it been formulated in consultation with relevant stakeholders? Y Y Y Y Y Y Y Y Y
3. Does the policy conform to any national / international standards? If
Y Y Y Y Y Y Y Y Y
yes, specify? (50 words)*
4. Has the policy being approved by the Board? Is yes, is it signed by
Y Y Y Y Y Y Y Y Y
MD/ owner/ CEO/ appropriate Board Director?
5. Does the Company have a specified committee of the Board/ Director/
Y Y Y Y Y Y Y Y Y
Official to oversee implementation of the policy?
6. Indicate the link for the policy to be viewed online?** Y Y Y Y Y Y Y Y Y
7. Has the policy been formally communicated to all relevant internal &
Y Y Y Y Y Y Y Y Y
external stakeholders?
8. Does the Company have in-house structure to implement the policies Y Y Y Y Y Y Y Y Y
9. Does the Company have a grievance redressal mechanism related to
the policy/ policies to address stakeholders’ grievances related to the Y Y Y Y Y Y Y Y Y
policy/ policies?
10. Has the Company carried out independent audit/ evaluation of the
Y Y Y Y Y Y Y Y Y
working of this policy by an internal or external agency?
* The policies are as per the ISO Standards and Indian Green Building Council.
** We have internal as well as external policies related to business responsibility. The link of the external policies is available at
http://www.nesco.in/Policies.html.
3. Governance Related to BR
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR
performance of the Company.
The Board of Directors, either directly or through its Committees, assesses various initiatives forming part of the BR
performance of the Company on a periodic basis.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
The Company publishes Business Responsibility Report (BRR) every year as a part of the annual report. It will be
available on the Company’s website at www.nesco.in.
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1 Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Does it extend to the Group/
Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?
We have a Code of Conduct which governs the Directors and senior management of the Company in carrying out their
responsibilities towards the Company and stakeholders. The Code has been formulated so as to promote the highest
degree of personal and professional integrity, honesty and values. It is applicable to:
• Members of the Board of Directors.
• Designated Persons, Senior management, Key Management Personnel and Functional Heads (“Manager”).
The principles of ethics, bribery and corruption are covered in the Code of Conduct. All Directors and senior
management members are required to confirm compliance with the Code of Conduct annually.
We have guidelines for bribery, corruption and ethical business conduct which apply to the suppliers, vendors,
contractors and implementing agencies.
2. Stakeholder complaints received in the past financial year and percentage satisfactorily resolved by the
management?
We monitor stakeholder complaints through various formal and informal mechanisms. The complaints received and
resolved are listed below:
Principle 2 Provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. Products or services whose design has incorporated social or environmental concerns, risks and/or
opportunities
a) Nesco IT Building Tower 03 and Tower 04 are a Platinum LEED Certified Green Buildings. Both the towers have
recently received 100% Green Energy Certificate. The buildings have green activities that achieved outcomes of
energy efficient design, reduction of water use, selection and development of sustainable site, responsible material
selection, waste management and enhanced indoor environmental quality.
b) We have rain water harvesting at Nesco IT Building Tower 03 and Tower 04. The rain water collected is going to
recharge the ground water and will help in maintaining the Green Belt.
c) About 100 kilo litres of water used in Tower 03 and 150 kilo litres used in Tower 04 is recycled per day.
d) There are approximately 1500 trees planted in Nesco Complex which provide clean air and oxygen in the nearby
vinicity. Temperature at Nesco Complex is lower than the surrounding areas by 2 to 3 degrees due to greenery in and
around the complex.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.)
per unit of product (optional):
Reduction during Use - Nesco IT Park Tower 03 and Tower 04
There is almost 20% reduction in use of energy and water for the offices because of the Green Building features. Now
Tower 03 and Tower 04 have received 100% Green Energy Certificate.
Reduction during Sourcing
More than 95% of materials for facilities management and for manufacturing division are sourced locally which helps
reduce the emissions from inbound transportation of input materials.
3. Procedures for sustainable sourcing (including transportation)
We have a Procurement Policy for facilities development & management and for manufacturing businesses. The
Company aims for sustainability in logistics to be achieved by using less polluting and less fuel consuming transport
options or selecting vendors who are close to the manufacturing locations (wherever possible and delivering cost
efficient products).
4. Sourcing of goods and services from local producers
Manufacturing
Materials in terms of volume were sourced from top five suppliers within a radius of 100 kms from the manufacturing
plants.
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Facilities Management and Development
All food products for the exhibitions and IT Park are sourced locally.
5. Mechanism to recycle products and waste
Manufacturing
a) 100% of the metal sheet waste generated from fabrication activity is recycled to manufacture castings and abrasives
in the foundry.
b) 100% rejects from the foundry for making steel shots and castings are remelted into the foundry in a cyclical process.
Facilities Management and Development
We have composting pit to manage the food waste generated at the Food Court at Nesco IT Park and Nesco Foods. All
the food waste generated during the day is recycled. The outcome of the recycled waste is utilized as the fertilizer for
maintenance of the green belt.
5% of our products are recycled every year and 60% of waste generated at our Nesco IT Park is recycled every year.
This year due to ongoing restrictions and Work from Home Policies adopted by the Companies operating from our
premises, there was reduction in wastage at Nesco Premises.
Principle 3 Promote the wellbeing of all employees
7. Number of complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment in the
last financial year and pending as on the end of the financial year.
8. Percentage of employees given safety and skill upgradation training in financial year 2021-22.
Health, Safety, First Aid, Fire Safety
Business Location Contractual Permanent
Manufacturing Karamsad Plant 100% 100%
Vishnoli Plant 100% 100%
Facilities Development and Management Nesco IT Park 100% 100%
Nesco Foods 100% 100%
Bombay Exhibition Hall 100% 100%
Nesco Exhibitions 100% 100%
Training by Topics
Karamsad and Vishnoli Security Personnel First Aid, Fire Safety Every quarter
Karamsad and Vishnoli Employees Tool Box Talks Daily
IT Park and BEC Permanent, Retainer and Others Mock Drill on fire safety Every six months
IT Park Nesco IT Park office employees Mock Drill on fire safety Every six months
IT Park, BEC, Nesco Exhibitions and
Nesco Foods Security Personnel First Aid, Fire Safety Daily
IT Park, BEC, Nesco Exhibitions and
Nesco Foods Employees POSH Seminar Once a year
Principle 4 Be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and
marginalized.
1. Internal and External Stakeholders
Internal Employees
External Customers, Vendors, Suppliers, Business Partners, NGOs, Local Communities,
Police Department, Law and Order, Municipal Authorities, Bankers.
2. Disadvantaged, vulnerable and marginalized stakeholders and special initiatives to engage with them.
Our CSR Activities like contribution towards health care and spread awareness about preventive healthcare; providing
education to vulnerable class; setting up of English medium schools; encouraging women in villages; enhancing their
skills in various fields and encouraging women empowerment and construction of drinking water tanks in rural areas
were aimed at providing access to health care and equal education opportunities. The beneficiaries are the people of
the villages who earlier had limited access to this infrastructure and to create awareness related to various diseases.
Nesco | Believe 57
Principle 5 Respect and Promote Human Rights
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/Others?
We have a policy on Human Rights which covers the employees of Nesco and our subsidiary Companies, Nesco
Hospitality Private Limited and Nesco Foundation for Innovation and Development.
2. How many stakeholder complaints have been received in the past financial year and what percentage was
satisfactorily resolved by the management?
• We have started running the Foundry Plant in three shifts. It has enabled us to be energy efficient by reducing idling
time by 15%.
• Various measures were taken for replacement and upgradation to more energy efficient machinery at the
manufacturing plants for example fuel switch, change in the air pressure line etc.
6. Are the emissions/waste generated by the Company within the permissible limits given by CPCB/SPCB for the
financial year being reported?
Yes. We strictly comply with the conditions laid down in the grant of consent to establish and operate by the Pollution
Control Board and the Environmental Clearance.
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year.
In financial year 2021-22, there were no show cause notices or fines from CPCB or SPCB.
Principle 7 Engage in influencing public and regulatory policy in responsible manner
1. Is your Company a member of any trade and chamber or association? Name major ones that your business
deals with:
As a policy, Nesco does not engage in public policy formulation and lobbying. However, the Company is a member of
several leading Industry Associations including
• Indian Exhibition Industry Association (IEIA).
• Indo German Chambers of Commerce (IGCC).
• Maharashtra Economic Development Council
• CREDAI (MCHI)
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good?
We do not lobby or influence public policy formulation.
Principle 8 Support Inclusive Growth and Equitable Development
1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle
8? If yes details thereof.
Our Community Initiatives and projects are governed by the CSR Policy of the Company. We lay emphasis on enhancing
quality of life for the community in which we live and work. Our CSR vision is embedded in trust, fairness and care. The
focus areas of our CSR Initiatives are education, healthcare and safe drinking water. The community development
initiatives taken in the reporting year are:
Health and Hygiene
• A Borewell was constructed for providing clean drinking water to the students of S J Patel Kinder Garden kids and
students from C J Patel English Medium School-Primary and Secondary sections.
• Sanitizers were distributed at S J Patel English Medium School, C J Patel English Medium School – Primary and
Secondary, C J Patel English Medium School – Higher Secondary and Charutar Vidhya Mandal University to prevent
students from getting affected with COVID-19.
• All our Halls were provided to Municipal Corporation of Greater Mumbai (MCGM) for Jumbo Dedicated Health Centre
and Vaccination Centre for curbing spread of and preventing COVID-19. During the year, Company supported
MCGM for their relocation within the premises.
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Education and Special Education
• Construction work of New KG section at Smt. C J Patel English Medium School (Karamsad) and development of
smart classes was almost completed during the year.
• Previous year, Company had supported construction of a new floor at S J Patel English Medium School (CBSE
Board), Karamsad. Construction of the floor was completed during the year. Now we supported in the making of
furnitures & fixtures and preparing a laboratory at the said floor.
• During the year, Company supported establishment of Atal Tinkering Lab at C J Patel English Medium School,
Karamsad.
• Contribution was made to Jan Jagrati Sevarth Sansthan and Brahmarshi Gyan Savrdhak Trust for promoting
affordable, quality education and special education for the relevant activities or programmes.
• We are supporting young entrepreneurs in developing their creative or innovative ideas.
Promoting Healthcare and Preventive Healthcare
• Contribution was made to Motiba Memorial Seva Samaj Trust, Mansa, Gandhinagar for supporting projects at
various hospitals for promotion of healthcare and preventive healthcare.
2. Are the programmes/projects undertaken through inhouse team/own foundation/external NGO/government
structures/any other organization?
The CSR initiatives were undertaken through existing, recognized and approved institutions and through own
foundation. However, sometimes small CSR projects are also taken and managed by Inhouse CSR team.
Initiative Institutions
Construction work of New KG section at Smt. C J Patel English Medium Karamsad Kelavani Mandal, Karamsad
School (Karamsad) and development of smart classes
Furnitures & fixtures and construction of Laboratory at S J Patel English Nesco Foundation for Innovation and
Medium School, Karamsad (CBSE) Development
Construction of Borewell at C J Patel English Medium School - Primary and Nesco Foundation for Innovation and
Secondary sections Development
Establishment of Atal Tinkering Lab at C J Patel English Medium School, Karamsad Kelavani Mandal, Karamsad
Karamsad
Distribution of Sanitizers at S J Patel English Medium School, C J Patel Nesco Foundation for Innovation and
English Medium School – Primary and Secondary, C J Patel English Medium Development
School – Higher Secondary and Charutar Vidhya Mandal University to
prevent students from getting affected with COVID-19.
Providing affordable Medical facilities and creating awareness towards Motiba Memorial Seva Samaj Trust, Gandhi
Health Care and Preventive Health Care Nagar
Vocational and self-employment training for the poor community in the rural Brahmarshi Gyan Savrdhak Trust,
areas of Gujarat Bhavnagar
Providing affordable Education to the poor community in the rural areas of Jan Jagrati Sevarth Sansthan, Uttar Pradesh
Utter Pradesh
4. Company’s direct contribution to community development projects - amount in INR and the details of the
projects undertaken:
Construction work of New KG section at Smt. C J Patel English Medium School (Karamsad) 0.99
Providing affordable Medical facilities through Motiba Memorial Seva Samaj Trust 125.00
Vocational and self-employment training to poor community through Brahmarshi Gyan Savrdhak Trust 125.00
Providing affordable Education to the poor community through Jan Jagrati Sevarth Sansthan 100.00
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the
community?
The administration of all the CSR Initiatives is overseen by the CSR Committee of the Board and implemented through
institutions who oversee the smooth functioning and long term impact of the infrastructure investments. The future
needs are shared with us by these institutions. Depending on the needs of the institutions, the Company provides
support in terms of upgradation, repairs, etc.
Principle 9 Engage with and provide value to customers and consumers in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
Owing to the nature of the products and services we provide; immediate resolution of customer complaints is essential
for the business.
Bombay Exhibition Centre: Complaints received from exhibitors & organizers of exhibitions are related to AC
temperature, Wi Fi, power tripping etc. However, all complaints are resolved during the event. As there were only few
exhibitions held during the year, there were no complaints received.
Nesco Foods: We provide food to all our exhibition halls during exhibitions, we also cater weddings held at Nesco
Center. Complaints received from customers are usually related to Lightings in Halls, more options for Jain food, more
staff be to allotted for starter services, etc. However, due to the ongoing Pandemic, Nesco Foods was catering to the
food requirements of MCGM. We had received 2 complaints during the year and both the complaints were resolved.
Nesco IT Park: We maintain excellent quality of infrastructure, security and housekeeping. All feedback received from
the occupants is taken seriously and considered. During the financial year we had received 30 complaints from our
licensees at Nesco IT Park. All 30 complaints were resolved.
Nesco | Believe 61
Indabrator: 60-70% of the products manufactured at Indabrator are non-standard products customized as per
customer requirements. Further we provide end to end solution which includes providing product, spares and
maintenance of the machinery. During the year we had received 128 complaints out of which 5 complaints (3.91%) were
pending as on 31 March 2022.
2. Does the Company display product information on the product label, over and above what is mandated as per
local laws?
Manufacturing
For both standard and non-standard products, we give all the product specific requirements and health and safety
measures during installation and use of the product. Where relevant, Material Safety Data Sheets (MSDS) are shared.
Facilities Development and Management
We are not required to display any information on the product and services. However, where relevant, we share details of
the key features of our service offerings for the Exhibition halls and IT Park.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year.
If so, provide details thereof, in about 50 words or so.
We follow fair trade practices. There have been no complaints relating to anti competitive behavior or unfair trade
practices by any stakeholders.
4. Did your Company carry out any consumer survey/ consumer satisfaction trends?
The year under review saw challenging times for the Company as well as for the world at large due to the impending
COVID-19 pandemic. The situation continued to be exceptional and dynamic during the year.
Due to restrictions imposed by the State Government from time to time, there were only few exhibitions and events held
in the premises during the year.
Hence, no consumer survey was carried out during the year under review.
Nesco | Believe 63
2. Provision and disclosure of Contingent Liability in • Gone through the request letter received and
respect of property tax complaint filed by the Company.
• Obtained details of the working along with supporting
The Company had paid property tax amounting to documents to evaluate management’s assessment of
` 338.80 lakhs in respect of plot of land on which IT 4 is probability of outcome of the disputed liability and
currently constructed as per the invoices received for the provision required for the same.
period from November 2014 to March 2021. However, in • Also, had discussion with the management’s legal
March 2021, the Company had received request letter expert on the writ petition in the court of law with
with additional property tax liability for the plot and period respect to retrospective application of changed
mentioned above at ` 2,044.18 lakhs and asking for 50% method of calculating the property tax liability.
payment. Of the said demand, the Company has paid
`424.70 lakhs in March 2021 under dispute, made a Based on above procedures performed, we did not
provision of ` 994.73 lakhs and disclosed ` 619.60 lakhs identify any material exceptions in the provision
as contingent liability in standalone financial statement for recognized and contingent liability disclosed in the
FY 2020-21. It has also filed a complaint on 8 April 2021 for standalone financial statements.
not accepting the said liability completely on various
grounds.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report,
Corporate Governance, Business Responsibility report and Shareholder’s Information, but does not include the standalone
financial statements, consolidated financial statements and our auditor’s report thereon. Our opinion on the standalone
financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also
includes 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 frauds and other irregularities; selection and application of appropriate
implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Financials Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in the internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence and where applicable, related safeguards.
Nesco | Believe 65
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure A ” a statement on matters specified in paragraphs 3 and 4 of the order
2) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified
under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the
Board of Directors, none of the director is disqualified as on 31 March 2022 from being appointed as a director in terms
of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls refer to our separate report in “Annexure B”; Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section
197(16) of the Act, as amended, we report that in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with
the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements – Refer Note 35(1) and (2) to the standalone financial statements;
(ii) The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses;
(iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection
Fund by the Company.
(iv) (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the notes to accounts, no
funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to accounts,
no funds have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under Sub-clause (i) and (ii) of Rule 11(e),
as provided under (a) and (b) above, contain any material misstatement.
(v) The dividend for the year 2020-21, declared and paid by the Company during the year is in accordance with Section 123
of the Act, as applicable.
The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the
members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123
of the Act, as applicable.
Ashish Shah
Partner
Membership No: 103750
Mumbai
25 May 2022
UDIN: 22103750AJOSDE8123
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ANNEXURE – A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even
date)
(i) (a) i. The Company has maintained proper records showing full particulars, including quantitative details and
situation of property, plant and equipment and relevant details of right-of-use assets;
ii. The Company has maintained proper records showing full particulars of Intangible Assets.
(b) The Company has a program of verification to cover all items of property, plant and equipment in a phased
manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its
property, plant and equipment. Pursuant to the programme, a portion of the property, plant and equipment have
been physically verified by the management during the year and no material discrepancies have been noticed on
such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the title deeds of all the immovable properties (other than immovable properties where the
Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the
standalone financial statements included in Property, Plant and Equipment and Investment Property are held in
the name of the Company as at balance sheet date.
(d) The company has not revalued its Property, Plant and Equipment (including right of use assets) or intangible
assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at 31March 2022 for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and
rules made thereunder.
(ii) (a) According to the information and explanations given to us and on the basis of our examination of the records of
the Company the Management has conducted physical verification of the inventories at reasonable intervals. No
discrepancies of 10% or more in the aggregate for each class of inventory were noticed during such verifications.
(b) According to the information and explanations given to us, the Company has been sanctioned working capital
limits in excess of Rs. Five crores in aggregate at point of time during the year from bank on the basis of security
of Mutual Funds under lien. The company has utilised non fund based limit only and thus there was no
requirement to submit the quarterly statement with the bank.
(iii) (a) The company has not provided any guarantee or security or granted any loans or advances in the nature of loans,
secured or unsecured, to Companies, firms, Limited Liability Partnerships or any other parties during the year
and hence sub clause iii (a), (c), (d), (e ), (f) under clause (iii) of the Order is not applicable.
(b) The investments made, during the year are, prima facie, not prejudicial to the interest of the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the
provisions of Section 185 and 186 Companies Act, 2013 in respect of grant of loans, making investments and providing
guarantees and securities as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public
as per the provisions of Section 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there
under to the extent notified.
(vi) We are informed that maintenance of cost records prescribed by the Central Government of India under Section 148(1)
of the Act, is not applicable in respect of Company’s business.
(vii) (a) According to the information and explanations given to us and based on the records of the Company examined
by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including
Provident Fund, Employees’ State Insurance, Income-tax, Excise Duty, Custom Duty, Goods and Service Tax,
Cess and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and based on the records of the Company examined
by us, in our opinion, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance,
Income-tax, Excise Duty, Custom Duty, Goods and Service Tax, Cess and other material statutory dues, as
applicable were in arrears as at 31 March 2022 for a period of more than six months from the date they became
payable.
(c) According to the information and explanations given to us and based on the records of the Company examined
by us, the particulars of dues of Income Tax, Service Tax, Sales Tax, Excise Duty, Custom Duty, Value Added Tax,
Goods and Service Tax, Cess and other statutory dues as at 31 March 2022 which have not been deposited on
accounts of any disputes are as follows:
Name of Nature of dues Amount Period to which the Forum where the
the Statute (` in lakhs) amount relates dispute is pending
Income Tax Act, 1961 Income Tax 7.07 FY 2007-08 ITAT
Income Tax Act, 1961 Income Tax 38.62 FY 2009-10 ITO
Income Tax Act, 1961 Income Tax 113.08 FY 2010-11 ITO
Income Tax Act, 1961 Income Tax 13.15 FY 2011-12 ITO
Income Tax Act, 1961 Income Tax 0.18 FY 2012-13 ITO
Income Tax Act, 1961 Income Tax 2.88 FY 2014-15 ITO
Income Tax Act, 1961 Income Tax 18.80 FY 2015-16 ITO
Income Tax Act, 1961 Income Tax 92.46 FY 2017-18 ITO
Municipal Corporation Property Tax 510.02 FY 2020-21 Municipal
Act 1949 Corporation
(Maharashtra)
(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) According to the records of the Company examined by us and the information and explanations given to us, the
Company does not have any loans or borrowings from any financial institution, bank, and Government as at the
balance sheet date and hence, reporting under clause (ix) (a) of the order is not applicable.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
(c) The Company has not taken any term loan during the year and there are no unutilized term loans at the beginning
of the year and hence, reporting under clause (ix) ( c) of the order is not applicable.
(d) On an overall examination of the financial statements of the Company, there were no funds raised on short-term
basis during the year and hence, reporting under clause (ix) (d) of the order is not applicable.
(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries during the year and hence the reporting requirements of clause (ix) (e) of the Order is not applicable.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, and hence
the reporting requirements of clause (ix) (f) of the Order is not applicable.
Nesco | Believe 69
(x) (a) In our opinion, and according to the information and explanations given to us, the Company did not raise any
money by way of initial public offer or further public offer (including debt instruments) during the year.
(b) According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year.
(xi) (a) To the best of our knowledge, no material fraud on or by the Company has been noticed or reported during the
year nor have we been informed of any such case by the Management.
(b) No report under Sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the
year and up to the date of this report
(c) As represented by the management, there are no whistle blower complaints received by the company during the
year.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company.
Accordingly, reporting as per clause (xii) of the Order is not required.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of
such transactions have been disclosed in the standalone financial statements as required by the applicable Indian
Accounting Standards.
(xiv) (a) In our opinion the Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to the Company, in determining
nature, timing and extent of our audit procedure.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not entered into any non-cash transactions with its directors or persons connected with them.
Accordingly, reporting as per clause (xv) of the Order is not required.
(xvi) (a) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act,
1934, hence reporting requirement of clause (xvi) (a), (b), (c) and (d) of the Order are not applicable to the
Company.
(xvii) The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating
that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) requiring a transfer to a Fund
specified in Schedule VII to the Companies Act in compliance with second proviso to Sub-section (5) of Section
135 of the said Act.
(b) During the year the Company has transferred unspent amounts towards Corporate Social Responsibility (CSR)
ongoing project to special account in compliance with provision of Sub- section (6) of Section 135 of the said
Act.
Ashish Shah
Partner
Membership No: 103750
Mumbai
25 May 2022
UDIN: 22103750AJOSDE8123
Nesco | Believe 71
ANNEXURE – B TO THE INDEPENDENT AUDITOR’S REPORT
The Annexure referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of
even date,
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of Nesco Limited (“the Company”) as of 31 March 2022
in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by ICAI (the “Guidance Note”) and the Standards on Auditing prescribed under Section 143(10) of the Act, to
the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at 31 March, 2022, based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
Ashish Shah
Partner
Membership No: 103750
Mumbai
25 May 2022
UDIN: 22103750AJOSDE8123
Nesco | Believe 73
CIN : L17100MH1946PLC004886
BALANCE SHEET
Assets
Non-Current Assets
Property, Plant and Equipment 4 17,169.35 8,465.20
Capital work-in-progress 4a 8,206.20 5,073.05
Investment Property 5 67,267.70 67,177.48
Other Intangible Assets 6 204.41 228.98
Intangible Assets Under Development 6a 29.43 27.39
Financial Assets
Investments 7 64,955.27 68,572.31
Other Non Current Financial Assets 8 7,730.31 7,650.05
Non Current Tax Assets(Net) 9 1,733.54 1,509.91
Other Non Current Assets 10 1,440.23 2,303.36
Total Non Current Assets 1,68,736.44 1,61,007.72
Current Assets
Inventories 11 752.13 735.30
Financial assets
Investments 7 19,697.91 12,455.69
Trade Receivables 12 1,862.90 2,959.69
Cash and Cash Equivalents 13a 376.63 323.41
Other Balances with Banks 13b 273.95 259.38
Other Current Financial Assets 14 3,120.18 2,250.88
Other Current Assets 15 2,077.98 1,912.29
Total Current Assets 28,161.68 20,896.62
CIN : L17100MH1946PLC004886
BALANCE SHEET (Contd.)
Nesco | Believe 75
CIN : L17100MH1946PLC004886
STATEMENT OF PROFIT AND LOSS
Revenue
Revenue from Operations 26 33,739.87 29,109.44
Other Income 27 4,476.50 6,456.33
Total Income 38,216.37 35,565.77
Expenses
Cost of Materials Consumed 28 2,534.97 1,554.05
Change in Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade 29 35.83 148.04
Employee Benefits Expenses 30 1,339.99 1,599.77
Finance Cost 31 921.48 821.96
Depreciation and Amortisation Expenses 4,5 & 6 2,829.16 2,572.97
Other Expenses 32 7,903.76 7,234.01
Total Expenses 15,565.19 13,930.80
Tax expense 44
Current Tax 4,223.72 3,368.00
Deferred Tax (439.49) 1,017.05
Income Tax for Earlier Year (55.29) -
CIN : L17100MH1946PLC004886
STATEMENT OF CHANGES IN EQUITY
Balance as at 01 April 2021 Changes in Equity Share Capital Restated balance Changes in equity share Balance as at
due to prior period errors as at 01 April 2021 capital during the year 31 March 2022
1,409.20 - - - 1,409.20
Balance as at 01 April 2020 Changes in Equity Share Capital Restated balance Changes in equity share Balance as at
due to prior period errors as at 01 April 2020 capital during the year 31 March 2021
1,409.20 - - - 1,409.20
B) OTHER EQUITY
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Particulars Reserves and Surplus Other Comprehensive Total
Income Other
Retained Preference General Equity Other Equity
Earnings Shares Reserve Instruments items
Redemption
Reserve
Reductions during the year
CIN : L17100MH1946PLC004886
CASH FLOW STATEMENT
Operating profit before change in operating assets and liabilities 20,372.54 15,960.07
Add / (Less):
(Increase)/Decrease in Inventory (16.83) 120.80
(Increase)/Decrease in Trade & other receivable 937.69 (1,541.39)
(Increase)/Decrease in Other operating assets 718.54 (287.81)
Increase/(Decrease) in Trade payables (12.95) (315.11)
Increase/(Decrease) in Provisions 31.23 40.59
Increase/(Decrease) in Other operating liabilities (1,274.10) 383.58 3,348.21 1,365.30
Nesco | Believe 79
Particulars 2021-2022 2020-2021
Notes:-
a) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in
the Indian Accounting Standard (Ind AS- 7) Statement of Cash Flow
b) Cash and Cash Equivalent comprises of
Cash on hand 0.10 0.02
Balances with Banks in Current Account 376.53 323.39
Cash and Cash Equivalents in Cash Flow Statements 376.63 323.41
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Note 2- Significant Accounting Policies
a) Property, Plant and Equipment:
Freehold land is carried at historical cost. All other items of property, plant and equipment are carried at the historical
cost, less accumulated depreciation, and accumulated impairment losses if any. The cost of Property, Plant and
Equipment comprises of its purchase price, including import duties and other non-refundable taxes or levies and any
directly attributable cost of bringing the asset to its working condition for its intended use.
Subsequent recognition is done in assets carrying amount or as a separate asset only when it is probable that future
economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
Profit or Loss on disposal of Property, Plant and Equipment is recognised in the Statement of Profit and Loss. All other
repairs and maintenance expenses are charged to profit or loss during the reporting period in which they are incurred.
Expenses incurred on property, plant and equipment, net of income earned during the under-development stage prior
to its intended use, are disclosed under Capital Work-in-progress.
b) Investment Property:
Investment properties are properties that are held to earn rentals and /or for capital appreciation and not occupied by
the Company for its own use. Investment properties are measured initially at cost, including transaction costs and net
of recoverable taxes. The cost includes the cost of replacing parts and borrowing costs if recognition criteria are met.
When significant parts of the investment property are required to be replaced at intervals, the Company depreciates
them separately based on their specific useful lives. All other repair and maintenance costs are recognized in profit or
loss as incurred. Subsequent to initial recognition, investment properties are stated at cost less accumulated
depreciation and accumulated impairment loss, if any.
Investment properties are derecognized either when they have been disposed of or when they are being occupied by
the Company for its own use or when they are permanently withdrawn from use and no future economic benefit is
expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset
is recognized in profit or loss in the period of de-recognition.
c) Depreciation methods, estimated useful lives and residual value:
Depreciation on Property, Plant and Equipment and Investment Property is provided using the Straight-Line Method
based on the useful life of the assets as estimated by the management and is charged to the Statement of Profit and
Loss as per the requirement of Schedule II of the Companies Act, 2013. The estimate of the useful life of the assets has
been assessed based on technical advice which considered the nature of the asset, the usage of the asset, expected
physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers
warranties and maintenance support, etc. The estimated useful life of Property, Plant and Equipment is mentioned
below:
Freehold land is not depreciated. Leasehold land and Leasehold improvements are amortised over the period of the
lease. Depreciation Methods, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.
d) Non-Current Assets held for sale:
The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally
through a sale rather than through continuing use of the assets and actions required to complete such sale indicate
that it is unlikely that significant changes to the plan to sell will be made or that the decision to sell will be withdrawn.
Also, such assets are classified as held for sale only if the management expects to complete the sale within one year
from the date of classification.
Non-current assets classified as held for sale are measured at the lower of their carrying amount and the fair value less
cost to sell. Non-current assets are not depreciated or amortised.
e) Intangible assets:
Intangible Assets are stated at cost of acquisition less accumulated amortization and accumulated impairment, if any.
Amortization is done over their estimated useful life on straight line basis from the date that they are available for
intended use, subjected to impairment test. Purchase cost and consultancy fees for major software are amortized
over the useful life of the software. Software, which is not an integral part of the related hardware is classified as an
intangible asset and is amortized over the useful life of 6 years.
f) Impairment of Assets:
At each balance sheet date, the Company’s carrying amount of assets are reviewed to determine whether there is any
indication of impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and
value in use. If any such impairment exists, the recoverable amount of an asset is estimated to determine the extent of
impairment, if any.
g) Inventories:
Raw materials, work in progress, stores and spares and finished goods are valued at the lower of cost or net realizable
value. However, materials and other items held for use in production of inventories are not written down below cost if
the finished goods in which they will be incorporated are expected to be sold at or above cost. The comparison of cost
and net realizable value is made on an item-by item basis.
In determining the cost of raw materials, packing material and stores and spares, weighted average method is used.
Cost of work in progress and finished goods comprises direct materials, direct labour, and an appropriate share of
manufacturing overheads.
Cost of Inventories comprises of costs of purchase, cost of conversion, duties, and taxes (other than those
refundable), inward freight and all other costs incurred in bringing them to their respective present location and
condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
h) Financial Instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
1. Investments and other Financial Assets:
(i) Classification:
The Company classifies its financial assets in following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or
loss), and
Nesco | Believe 83
• those measured at amortised cost.
The classification depends on entity’s business model for managing financial assets and the contractual terms of cash
flow.
(ii) Initial recognition and measurement:
At initial recognition, the Company measures a financial asset at fair value, plus in case of a financial asset not at fair
value through profit and loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transactions costs of financial assets carried at fair value through profit and loss are expensed in profit or loss.
(iii) Financial Assets measured at amortised cost:
Financial assets are measured at amortised cost when asset is held within a business model, whose objective is to
hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates to cash
flows that are solely payments of principal and interest. Such financial assets are subsequently measured at amortised
cost using the effective interest rate (EIR) method. A gain or loss on such an instrument is recognised in profit or loss.
Interest income from these financial assets is included in other income using effective interest method. The losses
arising from impairment are recognised in the Statement of Profit and Loss.
(iv) Financial Assets measured at fair value through other comprehensive income (FVTOCI):
Assets that are held for collection of contractual cash flows and for selling the financial assets, where represent solely
payments of principal and interest, are measured at fair value initially as well as at each reporting date through other
comprehensive income. Fair value movements in the carrying amount are recognized in the other comprehensive
income, except for the recognition of impairment of gains and losses, interest revenue and foreign exchange gain or
loss which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains / (losses). Interest
income from these financial assets is included in other income using the effective interest rate method.
(v) Financial Assets measured at fair value through profit or loss (FVTPL):
Assets that do not meet the criteria for amortised cost or FVTOCI are measured initially as well as at each reporting
date at fair value through profit or loss as other income. Income from these financial assets is included in other income.
(vi) Investment in Subsidiary and Associates:
Investment in equity instruments of Subsidiaries and Associates are measured at cost in accordance with the option
available in Ind AS 27, “Separate Financial Statements”.
Investment in subsidiary and associate companies are reviewed for impairment, whenever events or changes in
circumstances indicate that carrying amount may not be recoverable. Such circumstances include, though are not
limited to, significant or sustained decline in revenues or earnings and material adverse changes in economic
environment.
(vii) Investment in Equity Instruments:
Equity instruments which are held for trading are classified as at FVTPL. All other equity instruments are classified as
FVTOCI.
Fair value changes in case of the equity instruments classified as FVTOCI are recognised in the Other Comprehensive
Income. There is no subsequent reclassification of gains and losses from other comprehensive income to profit or loss.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains / (losses) in
the statement of profit and loss. Dividend from such investments is recognised in profit and loss as other income when
the Company’s right to receive payments is established. Impairment loss (and reversal of impairment loss) on equity
instruments measured at FVTOCI are not accounted separately from other changes in fair value.
(viii) Investment in Debt Instruments:
A debt instrument is measured at amortised cost or at FVTPL. Any debt instrument, which does not meet the criteria for
categorization as at amortized cost or as FVOCI, is classified as at FVTPL. Debt instruments included within the FVTPL
category are measured at fair value with all changes recognised in the Statement of Profit and Loss.
Nesco | Believe 85
3. Offsetting Financial Instruments:
Financial assets and liabilities are offset, and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously.
i) Provisions and Contingencies:
A provision is recognised, if as a result of a past event the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are measured at the present value of the management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used to determine the
present value is the pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability.
Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are not recognised but
disclosed in the Financial Statements when economic inflow is probable.
j) Segment Reporting:
Operating segments have been identified on the basis of the nature of business activities from which the Company
earns revenues or incurs expenses and for which discrete financial information is available. The Management monitors
the operating results of its business segments for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently
with profit or loss in the financial statements. The Operating segments have been identified on the basis of the nature of
products / services.
1. Segment revenue includes sales and other income directly identifiable with/ allocable to the segment including
inter-segment revenue.
2. Expenses that are directly identifiable with/ or allocable to segments are considered for determining the segment
result. Expenses which relate the Company as a whole and not allocable to segments are included in un-allocable
expenditure.
3. Income which relates to the Company as a whole and not allocable to segments is included in un-allocable
income.
4. Segment assets and liabilities include those directly identifiable with the respective segments. Un-allocable assets
and liabilities represent the assets and liabilities that relate to the Company as a whole and not allocable to any
segment.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker.
k) Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable. The Company recognises revenue
when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity
and specific criteria have been met for each of the Company’s activities as described below.
Recognition of revenue from major business activities:
1. Revenue from Industrial Capital Goods Division operations includes sale of manufactured machines and capital
equipment, engineering fees, services, and other charges. Revenue from sale of goods is recognized when all the
control on the goods have been transferred to the buyer as per the terms of the contracts and no significant uncertainty
exists regarding the amount of consideration that will be derived from the sale of goods.
2. Revenue from Bombay Exhibition Centre operations includes income from renting of halls for exhibitions, events and
providing other related services to the organisers. Revenue from such renting activity and the related services is
recognised in the accounting period in which the event occurs.
3. Revenue from IT Park operations includes income of renting of office space in IT park and providing related services to
IT /ITES companies.
4. Interest income is recognised using effective interest method and dividend income is recognised when the right to
receive the payment is established.
l) Income tax:
Income tax expense comprises current tax and deferred tax. It is recognised in statement of profit and loss except to
the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive
income.
1. Current tax:
Current tax comprises of the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of the previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Company:
• has a legally enforceable right to set off the recognised amounts; and
• Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
2. Deferred tax:
Deferred tax is recognized for the future tax consequences of deductible temporary differences between the carrying
values of assets and liabilities and their respective tax bases at the reporting date, using the tax rates and laws that are
enacted or substantively enacted as on reporting date. Deferred tax assets are recognized to the extent that it is
probable that future taxable income will be available against which the deductible temporary differences, unused tax
losses and credits can be utilised. Deferred tax relating to items recognised in other comprehensive income and
directly in equity is recognised in correlation to the underlying transaction.
Deferred tax assets and liabilities are offset only if:
• Entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
• Deferred tax assets and the deferred tax liabilities relate to the income taxes levied by the same taxation authority.
m) Cash and cash equivalents:
Cash and cash equivalents include cash on hand, Balances with Banks, other short term, highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings
in current liabilities in the balance sheet.
n) Trade Receivables:
Trade receivables are non-interest bearing and receivable in normal operating cycle. Trade receivables are recognised
initially at fair value (that is transaction price on initial recognition) and subsequently measured at amortised cost using
effective interest method, less provision for impairment.
o) Leases
The Company’s lease asset classes primarily consist of license for land for office premises. The Company, at the
inception of a contract, assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a time in exchange for a consideration. This policy
has been applied to contracts existing and entered into on or after 01 April 2020.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received.
Nesco | Believe 87
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to
the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the Company’s incremental borrowing rate. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s
estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its
assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is
remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a
lease term of 12 months or less and leases of low-value assets (assets of less than ₹ 1,00,000 in value). The Company
recognises the lease payments associated with these leases as an expense over the lease term.
Leases as lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an
operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the
lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain
indicators such as whether the lease is for a major part of the economic life of the asset. When the Company is an
intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease
classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to
the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described
above, then it classifies the sub-lease as an operating lease. The Company recognises lease payments received under
operating leases as income on a straight-line basis over the lease term as part of ‘revenue from operation’.
p) Earnings Per Share:
Basic Earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year
q) Employee Benefits:
1. Short term obligations:
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits and they are recognized in the period in which the employee renders the related service. The
Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for
services rendered as a liability (accrued expense) after deducting any amount already paid.
2. Other long term employee obligations:
Entitlements to annual leave are recognized when they accrue to employees. Annual leave can either be availed or
encashed at the time of separation or retirement subject to a restriction on the maximum number of 42 days of
accumulation of leave. The Company determines the liability for such accumulated leaves using the Projected Unit
Credit method with actuarial valuations being carried out at each Balance Sheet date.
3. Post-employment obligations:
The Company operates the following post-employment schemes.
i) Defined benefit plans (gratuity):
The Company has unfunded defined benefit gratuity plan for employees.
Nesco | Believe 89
a) Income Taxes:
The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the
purpose of paying advance tax, determining the provision for income taxes, including amount expected to be
paid/recovered for uncertain tax positions.
b) Property, Plant and Equipment and Investment Property:
Property, Plant and Equipment and Investment Property represent a significant proportion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s
expected useful life and the expected residual value at the end of its life. The useful lives and residual values of
Company’s assets are determined by the management at the time the asset is acquired and reviewed periodically,
including at each financial year end. The lives are based on historical experience with similar assets as well as
anticipation of future events, which may impact their life, such as changes in technical or commercial obsolescence
arising from changes or improvements in production or from a change in market demand of the product or service
output of the asset.
c) Defined Benefit Obligation:
The costs of providing other post-employment benefits are charged to the Statement of Profit and Loss in accordance
with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the employees’ services. The
costs are assessed since assumptions selected by the management. These assumptions include salary escalation
rate, discount rates, expected rate of return on assets and mortality rates.
d) Fair value measurement of Financial Instruments:
When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the
discounted cash flow model, which involve various judgements and assumptions.
e) Estimates of uncertainties relating to the global health pandemic from COVID-19:
The Company has considered the possible effects that may result from the pandemic relating to COVID -19 on the
carrying amounts of receivables, investments etc. In developing the assumptions relating to the possible future
uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of
these financial statements has used internal and external sources of information including credit reports and
economic forecasts. The Company has performed sensitivity analysis on the assumptions used and based on current
estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company’s
financial statements may differ from that estimated as at the date of approval of these financial statements.
Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2022
Particulars Freehold Right of Use Freehold Plant and Electrical Furniture, Vehicles Total
land - Leasehold building machinery Installations fixture &
Land* office
equipment
Opening gross carrying amount 638.23 - 4,612.45 4,111.68 1,344.49 825.62 445.99 11,978.44
Additions - 68.17 9,248.80 283.81 8.22 15.72 43.32 9,668.05
Deductions / Adjustments - - - - - (0.53) (124.65) (125.18)
Closing gross carrying amount (A) 638.23 68.17 13,861.25 4,395.49 1,352.71 840.81 364.66 21,521.31
Opening accumulated depreciation - - 573.04 1,635.50 535.76 525.60 243.34 3,513.24
Depreciation during the year - 14.87 421.68 222.03 128.68 100.03 40.70 927.99
Deductions / Adjustments - - - - - (0.51) (88.76) (89.27)
Closing accumulated depreciation
and impairment (B) - 14.87 994.72 1,857.53 664.44 625.12 195.28 4,351.96
Net carrying amount (A-B) 638.23 53.30 12,866.53 2,537.96 688.26 215.69 169.37 17,169.35
Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2021
Title deeds of all immovable properties are in the name of the Company.
Nesco | Believe 91
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
There are no projects whose completion is overdue or has exceeded the cost compared to its original budget as on 31 March
2022 & 31 March 2021.
Changes in carrying value of Investment property for the year ended 31 March 2022
Particulars Freehold building Plant and Electrical Furniture, fixture & Total
machinery Installations office equipment
Opening gross carrying amount 63,107.70 3,344.30 4,990.37 636.55 72,078.92
Additions 282.81 305.36 475.70 1,390.45 2,454.32
Deductions / Adjustments (22.37) (100.54) (157.44) (378.72) (659.07)
Closing gross carrying amount (A) 63,368.14 3,549.12 5,308.63 1,648.28 73,874.17
Opening accumulated depreciation 2,585.24 773.12 1,291.85 251.24 4,901.44
Depreciation during the year 1,008.92 234.69 508.71 101.84 1,854.16
Deductions / Adjustments - - - (149.13) (149.13)
Closing accumulated depreciation
and impairment (B) 3,594.16 1,007.81 1,800.56 203.95 6,606.47
Net carrying amount (A-B) 59,773.98 2,541.32 3,508.07 1,444.33 67,267.70
Changes in carrying value of Investment property for the year ended 31 March 2021
Particulars Freehold building Plant and Electrical Furniture, fixture & Total
machinery Installations office equipment
Opening gross carrying amount 62,635.48 3,271.58 4,829.31 602.96 71,339.33
Additions 472.22 72.72 161.05 33.57 739.56
Deductions / Adjustments - - 0.01 0.02 0.03
Closing gross carrying amount (A) 63,107.70 3,344.30 4,990.37 636.55 72,078.92
Opening accumulated depreciation 1,565.82 546.60 777.83 175.58 3,065.82
Depreciation during the year 1,019.42 226.52 514.02 75.66 1,835.62
Deductions / Adjustments - - - - -
Closing accumulated depreciation
and impairment (B) 2,585.24 773.12 1,291.85 251.24 4,901.44
Net carrying amount 60,522.46 2,571.18 3,698.52 385.32 67,177.48
Title deeds of all immovable properties are in the name of the Company.
Note:-
The fair value of freehold building as at 31 March 2022 is ₹ 3,53,326.16 lakhs (previous year ₹ 3,53,326.16 lakhs) which is based on Stamp Duty
Ready Reckoner published by Government of India every year.
The Company has no restrictions on the realisability of its investment properties.
Particulars Amount
Nesco | Believe 93
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
Changes in carrying value of Other Intangible Assets for the year ended 31 March 2022
Particulars As at 31 March
2022 2021
Particulars As at 31 March
2022 2021
Note 7 - Investments
Particulars As at 31 March
2022 2021
Investments - Non-Current
Unquoted
Investment in Equity Instruments - Subsidiary measured at cost 26.10 26.10
Other Investment measured at cost 1.03 1.03
Less :- Provision for Diminution in value of investments (1.03) - (1.03) -
Total 26.10 26.10
Quoted
Investment carried at fair value through OCI
Fully paid equity shares 20.00 16.62
Total 20.00 16.62
Investment in Mutual Funds carried at fair value through profit and loss
Fixed Maturity Plans - 4,366.90
Debt Funds 18,707.60 14,460.09
Short Term Debt Funds 10,388.41 15,036.63
Balanced Funds 770.23 724.26
Equity Funds 3,553.63 122.50
Dynamic Asset Allocation Fund 519.11 -
Liquid Funds 1,740.57 -
Total 35,679.54 34,710.38
Investments - Current
Investment in Mutual Funds carried at fair value through profit and loss
Fixed Maturity Plans 4,561.36 7,367.22
Debt funds - ultra short term bond funds 13,051.70 3,868.69
Total (A) 17,613.06 11,235.91
Investment carried at amortised cost
Non Convertible Debentures and Bonds 1,684.85 819.77
Corporate Deposits 400.00 400.00
Total (B) 2,084.85 1,219.77
Nesco | Believe 95
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
Particulars As at 31 March
2022 2021
Trade Receivables ageing schedule for the year ended 31 March 2022
Trade Receivables ageing schedule for the year ended 31 March 2021
Particulars As at 31 March
2022 2021
Particulars As at 31 March
2022 2021
Share Capital
Authorised
7,37,50,000 Equity Shares of ₹ 2 each 1,475.00 1,475.00
(Previous year 7,37,50,000 Equity Shares of ₹ 2 each)
2,50,000 Preference Shares of ₹ 10 each 25.00 25.00
(Previous year 2,50,000 Preference Shares of ₹ 10 each)
Total 1,500.00 1,500.00
a) Reconciliation of shares outstanding at the beginning and at the end of the year
As at 31 March
2022 2021
Particulars Equity Shares Equity Shares
Number ` Number `
At the beginning of the year 7,04,59,960 14,09,19,920 7,04,59,960 14,09,19,920
Changes in Equity Share Capital during the year - - - -
At the end of the year 7,04,59,960 14,09,19,920 7,0459,960 14,09,19,920
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution
will be in proportion to the number of equity shares held by the shareholders.
c) Proposed Dividend
The Board of Directors at its meeting held on 25 May 2022 have recommended a payment of dividend of ₹ 3.00 (Rupees Three) per equity share of
face value ₹ 2 each for the financial year ended 31 March 2022 amounting to ₹ 2,113.80 lakhs and subject to approval at the ensuing AGM of the
Company and hence is not recognized as a liability.
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80
Mr. Sumant J. Patel* 88,67,335 12.58 88,67,335 12.58
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35
@ As per the records of the Company, including its register of members
As at 31 March
2022 2021 % of change
Particulars No. of % of No. of % of during the
Shares Held Holding Shares Held Holding year
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80 -
Mr. Sumant J. Patel* 88,67,335 12.58 88,67,335 12.58 -
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61 -
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49 -
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35 -
Sumant J Patel HUF 31,63,640 4.49 31,63,640 4.49 -
Mr. Krishna S. Patel 21,25,400 3.02 21,25,400 3.02 -
Aarav K. Patel 1,40,000 0.20 1,40,000 0.20 -
*Shri Sumant J. Patel left for his heavenly abode on 17 November 2021.
Nesco | Believe 99
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
General Reserve This reserve was created from time to time by way of transfer profits from retained
earnings for appropriation purposes.General Reserve is created by a transfer from one
component of equity to another and is not an item of other comprehensive income
Equity Instruments through Other This represents the cumulative gains and losses arising on the revaluation of equity
Comprehensive Income instruments measured at fair value through other comprehensive income, under an
irrevicable option, net of amounts reclassified to retained earnings when such assets
are disposed off
Preference Shares Redemption Reserve This reserve was created for redemption of preference shares
Other Comprehensive Income This represents cumulative gain and losses on revaluation of long term employee
benefits
Retained Earnings Retained earnings are the profits that the Company has earned till date, less any
transfers to general reserve, dividends or other distributions paid to shareholders
Particulars As at 31 March
2022 2021
Note 19 Provisions
a) Provision for Employee benefits (Refer Note 43)
Gratuity 304.86 291.75
Leave Encashment 76.49 74.40
Trade Payables ageing schedule for the year ended 31 March 2022
Trade Payables ageing schedule for the year ended 31 March 2021 ( ` in lakhs)
Particulars Outstanding for following periods from due date of payment
Not Due Less than 1-2 2-3 More than Total
1 year Years Years 3 Years
(I) MSME 76.94 119.55 - - - 196.49
(ii) Others 201.91 419.99 73.01 47.73 1.86 744.50
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - 5.18 4.32 107.13 1.23 117.86
Total 278.85 544.72 77.33 154.86 3.09 1,058.85
Particulars As at 31 March
2022 2021
Financial Assets / Financial Liabilities Amortised Fair Value Fair Value Total carrying
cost through profit through other value
or loss comprehensive
income
Financial Assets
Investments
Equity Instruments - - 20.00 20.00
Mutual Funds - 53,292.60 - 53,292.60
Corporate Deposits, Non-convertible Debentures,
Bonds and Preference Shares 31,314.47 - - 31,314.47
Other Investments 26.10 - - 26.10
Trade Receivables 1,862.90 - - 1,862.90
Cash and Cash Equivalents 376.63 - - 376.63
Other Balances with Banks 273.95 - - 273.95
Other financial assets 10,850.50 - - 10,850.50
Total Financial Assets 44,704.55 53,292.60 20.00 98,017.15
Financial Liabilities
Trade Payables 880.27 - - 880.27
Lease Liabilities 55.02 - - 55.02
Other financial liabilities 15,478.97 - - 15,478.97
Total Financial Liabilities 16,414.26 - - 16,414.26
Financial Assets / Financial Liabilities Amortised Fair Value Fair Value Total carrying
cost through profit through other value
or loss comprehensive
income
Financial Assets
Investments
Equity Instruments - - 16.62 16.62
Mutual Funds - 45,946.29 - 45,946.29
Corporate Deposits, Non-convertible Debentures,
Bonds and Preference Shares 35,038.99 - - 35,038.99
Other Investments 26.10 - - 26.10
Trade Receivables 2,959.69 - - 2,959.69
Cash and Cash Equivalents 323.41 - - 323.41
Other Balances with Banks 259.38 - - 259.38
Loans / Sundry Deposits 433.56 - - 433.56
Other financial assets 9,467.36 - - 9,467.36
Total Financial Assets 48,508.49 45,946.29 16.62 94,471.40
Financial Liabilities
Trade Payables 1,058.85 - - 1,058.85
Other financial liabilities 16,238.09 - - 16,238.09
Total Financial Liabilities 17,296.94 - - 17,296.94
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 hierarchy includes financial
instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have
quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the
closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an
active market is determined using valuation techniques which maximise the use of observable market data and
rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3 Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or
more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted equity securities included in level 3
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Particulars As of 31 March 2022 Fair value hierarchy at the end of the reporting
period/year using
Level 1 Level 2 Level 3
Investments in Equity Instruments 20.00 20.00 - -
Investments in Mutual Funds 53,292.60 53,292.60 - -
Particulars As of 31 March 2021 Fair value hierarchy at the end of the reporting
period/year using
Level 1 Level 2 Level 3
Investments in Equity Instruments 16.62 16.62 - -
Investments in Mutual Funds 45,946.29 45,946.29 - -
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
reasonable approximation of their fair values since the company did not anticipate that the carrying amounts would be
significantly different from the values that would be received or settled.
The Company’s financial liabilities comprises mainly of trade payables and other payables. The company’s financial assets
comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other
receivables.
The Company’s activities are exposed to Market risk, credit risk and liquidity risk. The Company has set up Risk Management
Committee to minimize any adverse effects of the risk exposure on the financial performance of the Company.
The Board has been monitoring the risks that the Company is exposed to due to outbreak of COVID 19 closely. The Board has
taken all necessary actions to mitigate the risks identified basis the information and situation present.
1. Market Risk:
Market risk comprises of three types of risk: Currency Risk, Interest rate Risk and Other Price Risk.
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate due to changes in
foreign currency exchange rates. The carrying amounts of the Company’s foreign currency denominated monetary
items are as follows:
The Company has not entered into any forward contract during the year ended 31 March 2022 and 31 March 2021.The
Company has not entered into any forward instrument for trades or speculation purpose.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Since the Company has NIL interest bearing borrowings, the exposure to risk of
changes in market interest rate is NIL. The Company has not used any interest rate derivatives.
Other Price risk is the risk that fair value of a financial instrument will fluctuate due to changes in market traded price.
Other price risk arises from both financial assets such as investments in equity instruments and bonds.
The Company invests in units of mutual funds including Fixed Maturity Plans, various debt Funds and Equity funds, and
hence exposed to Other Price risk. Company’s Treasury dept. manages investments portfolio diversification in order to
minimize risk and ongoing monitoring of market prices of investments.
2. Credit Risk:
Credit risk refers to the risk of default on its obligation by the counterparty resulting in financial loss. Trade receivables
are typically unsecured and are derived from customers from four operations Nesco IT Park lease, Bombay Exhibition
Centre (BEC) revenue, sale of Industrial Capital Goods and Nesco Foods.
The maximum exposure to credit risk on account of trade receivables, at the reporting date is ₹ 1,862.90 lakhs and
₹ 2,959.69 lakhs as on 31 March 2022 and 31 March 2021 respectively
The Company minimizes credit risk relating to IT Park lease and BEC business as follows:
- The Company obtains security deposits from IT Park lessees and entitled to terminate lease agreement in case
lessee makes defaults in payment of lease for a period of two consecutive months.
- BEC customers are required to pay advance and place refundable security deposit with the Company.
- Hospitality customers are required to pay advances to the Company.
Whereas, in case of trade receivables from Industrial Capital Goods division for sale of machineries, credit risk is
managed through credit approvals, establishing credit limits, and continuously monitored creditworthiness of
customers to whom, credit terms are granted in normal course of business.
The Company takes into account available credit risk factors as Company’s historical experience for customers,
customers’ standing for credit defaults in market.
The allowance for lifetime expected credit loss on customer balances as on 31 March 2022 and 31 March 2021 was
₹ 134.24 lakhs and ₹ 134.18 lakhs respectively.
• Investments in mutual fund schemes are marked to market on ongoing basis, which is major part of total Non-
current and current investments.
• Long term loans and advances include deposits with local authorities, electricity Board, electricity companies etc.
• Cash and Cash equivalents are balances with Public and Private Banks.
• Other current assets include lease rentals receivables and deposits with more than 12 months maturities with Public
and Private Banks and Earnest Money Deposits with Govt. customer.
Credit risk arising from investment in mutual funds, financial instruments and other balances with banks is limited and
there is no collateral held against these because the counterparties are banks and recognized financial institutions with
high credit ratings assigned by the international credit rating agencies.
The allowance for lifetime expected credit loss on current license and other fees receivables as on 31 March 2022 and
31 March 2021 was ₹120.83 lakhs and ₹61.74 lakhs respectively.
3. Liquidity Risk:
The Company’s principal sources of liquidity are cash and cash equivalents, Balances and cash flows that are
generated from business. The Company does not have any borrowings. The Company believes that their working
capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
The Company manages the liquidity risk by maintaining adequate cash and cash equivalent ₹ 376.63 lakhs and
₹ 323.41 lakhs as on 31 March 2022 and 31 March 2021 respectively
The table below provides details regarding the contractual maturities of significant financial liabilities as on 31 March
2022:
Particulars Less than 1 year 1-5 years More than 5 years Total
Other financial liabilities (non-current)
Lease Liabilities - 40.94 - 40.94
Security Deposits from IT Park Licensees and Others - 12,747.15 - 12,747.15
Other financial liabilities (current)
Lease Liabilities 14.07 - - 14.07
Security deposit from licensees and customers 1,083.98 - - 1,083.98
Trade Payables 880.27 - - 880.27
Other financial liabilities 1,647.84 - - 1,647.84
Total 3,626.16 12,788.09 - 16,414.25
The outbreak of COVID 19 pandemic globally and in India has severely impacted businesses and economies. The
disruption to regular business operations continues due to the measures taken to curb the impact of the pandemic from
time to time, since start of it. The Company has considered external and internal information in assessing the impact of
COVID 19 on various elements of its financial statements, including recoverability of its assets as at the Balance Sheet
date.
5. Capital Management
For the purpose of the Company’s capital management, capital includes issued capital, and all other equity reserves
attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital
is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize
shareholder value.
As of 31 March 2022, the Company has only one class of shares referred to as Equity Shares and has nil debt.
Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or
achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into
business based on its long-term financial plans.
Nesco | Believe 109
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
1 Income tax demand disputed by the Company ₹ 286.24 lakhs (previous year ₹ 139 lakhs)
2 Claims against the Company not acknowledged as debts ₹ 3,256.67 lakhs (previous year ₹ 2,053.65 lakhs)
3 Estimated value of contracts remaining to be executed on capital account and not provided for is ₹ 2,605.91 lakhs
(previous year ₹ 2,623.35 lakhs) against which an advance of ₹ 55.06 lakhs (previous year ₹ 903.66 lakhs) has been paid
4 Bank Guarantees given by Indian Bank on Company’s behalf ₹ 694.89 lakhs (previous year ₹ 721.95 lakhs) secured by
lien on Mutual Fund (Fixed Maturity Plan) of value ₹ 1,009.70 lakhs ( previous year ₹ 1,224.72 lakhs).
Disclosure under the MSMED Act 2006 is provided as under for the year 2021-22, to the extent the Company has received
intimation from the “Suppliers” regarding their status under the Act.
Particulars As at 31 March
2022 2021
1. Principal amount and the interest due thereon remaining unpaid in each supplier
at the end of each accounting year (but within due date as per the MSMED Act)
Principal amount due to Micro and Small Enterprise 88.80 196.49
Interest due on above - -
2. Interest paid by the company in terms of Section 16 of the MSMED Act 2006,
along with the amount of the payment made to the supplier beyond the - -
appointed day during the period
3. Interest due and payable for the period of the delay in making payment (which
have been paid but beyond the appointed day during the period), but without 0.69 0.43
adding interest specified under the MSMED Act 2006
4. The amount of interest accrued and remaining unpaid at the end of each 1.84 1.15
accounting year
5. Interest due and remaining payable even in the succeeding years, until such
- -
date when the interest dues as above are actually paid to the Small Enterprises
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified based on
information collected by the Management. This has been relied upon by the auditors.
Note 37 - Details of Hedged and Unhedged exposure in foreign currency denominated monetary items.
a) Exposure in Foreign Currency – Hedged: - The company has not entered into any foreign exchange contract. The
Company does not enter into any derivative instruments for trading or speculative purpose.
b) Exposure in Foreign Currency – Un Hedged: - The foreign currency exposure not hedged as on 31 March 2022 are as
under:
Payables Receivables
Currency
As at 31 March 2022 As at 31 March 2021 As at 31 March 2022 As at 31 March 2021
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are as follows:
b) There are no loans given to any related party during the year.
c) There are no guarantees issued by the Company in accordance with Section 186 of the Companies Act, 2013 read with
rules issued thereunder
1. Gross amount required to be spent by the Company during the year 2021-22 ₹496.88 lakhs (Previous year ₹ 537.37
lakhs) towards CSR activities prescribed under Schedule VII of the Companies Act, 2013.
There is no unspent amount at the end of the year to be deposited in specified fund of Schedule VII under Section 135(5)
of the Companies Act, 2013.
* Includes an amount of ₹ 42.00 lakhs earmarked for ongoing projects transferred to Unspent CSR Account in terms of Section 135(6) of the
Companies Act, 2013 for the Financial Year 2021- 22.
The Company’s CSR activities primarily include one or more of the items covered under Schedule VII of the Act with
special focus on the following:
(i) Promoting preventive health care and sanitation and making available safe drinking water;
(ii) Promoting education, including special education and employment enhancing vocational skills especially among
children, setting up Atal Tinkering Labs (ATL);
(iii) Contribution to incubators or research and development projects in the field of science, technology, engineering
and medicine;
(iv) Extending support to Jumbo Covid Centre managed by MCGM at Nesco Premises.
Note 40 - Leases:
Pursuant to Ind AS 116 – Leases, following information is disclosed:
Company as Lessor:
Ind AS 116 “Leases” requires the lessor to recognize income from operating leases on a straight-line basis over the lease term
which includes rent free period. Thus, contracted lease rental income including future escalation is straight lined over the lease
term. This has resulted in recognizing unearned lease income amounting to ₹ 985.25 lakhs for the year ended 31 March 2022.
The Company has entered into operating leases on its Investment Property located at Byculla and Goregaon IT Park premises:
Future minimum rentals receivable under these non-cancellable operating leases are, as follows:
There is no contingent rent receivable from lessees under the lease agreements.
Lease income recognized during the year in Statement of profit and loss is ₹ 26,415.15 lakhs (previous year ₹ 24,606.29 lakhs)
Company as Lessee:
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The Company has taken factory land at Karamsad, Gujarat under non-cancellable Operating Lease. These lease rentals are
payable by the Company on a monthly basis. Company recognizes this lease as right of use assets and lease liability.
The Company recognises the lease payments associated with these leases as an expense over the lease term. There is no
contingent rent payable to lessors under the lease agreements.
The following is the carrying amounts of Company’s Right of Use assets (ROU), Movement in liabilities, amount recognized in
Profit & Loss and Cash outflow for ROU assets: -
Particulars As at 31 March
2022 2021
Entities in which KMPs have significant influence Patel Consultancy Pvt Ltd
J V Patel Investment and Trading Co. Pvt. Ltd.
Engineering Global Pte Limited
Chandler and Price India Private Limited
K S Patel Finance & Investment Company Pvt Ltd
Key Management Personnel Mr. Sumant J. Patel – Executive Director and Chief Mentor
(till 17 November 2021)
Mr. Krishna S. Patel – Chairman and Managing Director
Mr. Dipesh R. Singhania – Chief Financial Officer
Ms. Jinal J. Shah – Company Secretary and Compliance Officer
The amounts recognised in the Company’s financial statements as at year end are as under
Gratuity (Unfunded)
Particulars
As at 31 March 2022 As at 31 March 2021
Present Value of Benefit Obligation at the Beginning of the Period 307.38 200.05
Interest Cost 20.11 13.39
Current Service Cost 24.86 23.16
Benefit Paid Directly by the Employer (7.57) (33.64)
Actuarial (Gains)/Losses on Obligations - Due to Change in (19.00) 100.50
Financial Assumptions
Demographic Assumptions 21.44 -
Actuarial (Gains)/Losses on Obligations - Due to Experience (37.92) 3.92
Present Value of Benefit Obligation at the End of the Period 309.30 307.38
Expenses Recognized in the Other Comprehensive Income (OCI) for Current Period
Actuarial (Gains)/Losses on Obligation for the Period (35.48) 104.41
Net (Income)/Expense for the Period Recognized in OCI (35.48) 104.41
Other Details
No of Active Members 121 133
Per Month Salary for Active Members 44.02 46.75
Average Past Services (Years) 6.73 6.33
Average Age (Years) 39.18 39.26
Average Expected Future Service 18.82 18.74
Projected Benefit Obligation 309.30 307.38
Assumptions
Expected Return on Plan Assets N.A. N.A.
Rate of Discounting 7.20% 6.55%
Rate of Salary Increase 10.00% 10.00%
Rate of Employee Turnover 2.00% 5.00%
Mortality Rate During Employment Indian Assured Lives Indian Assured Lives
Mortality (2012-14) Mortality (2012-14)
Mortality Rate After Employment N.A. N.A.
Sensitivity Analysis
Projected Benefit Obligation on Current Assumptions 309.30 307.38
Delta Effect of +1% Change in Rate of Discounting (11.2%) (9.6%)
Delta Effect of -1% Change in Rate of Discounting 13.1% 11.1%
Delta Effect of +1% Change in Rate of Salary Increase 12.7% 10.7%
Delta Effect of -1% Change in Rate of Salary Increase (11.1%) (9.4%)
Delta Effect of +50% Change in Rate of Employee Turnover (1.5%) (2.2%)
Delta Effect of -50% Change in Rate of Employee Turnover 1.6% 2.4%
The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. There was no change in the
methods and assumptions used in preparing the sensitivity analysis from prior years.
2. Long Term Employee Benefits:
The liability towards compensated absences (annual leave) as on 31 March 2022, based on actual valuation carried
out by using the project accrued benefit method amount to ₹ 6.22 lakhs (previous year ₹ 47.73 lakhs) has been
recognized on the Statement of Profit and Loss.
B Reconciliation of tax expense and the accounting profit for the year is as under:
The tax rate used for reconciliation above is the corporate tax rate of 25.168 % (Previous Year 25.168%) payable by corporate entities in India
on taxable profits under Indian law.
• Income considered under other head of income, mainly comprises of IT Park rental income considered under ‘Income from House
property’ as per the provisions of Income Tax Act, 1961.
• Income not considered for tax purpose mainly consists of other income on account of fair valuation of Investments in Mutual funds.
Details of income tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
The gross movement in the Current Tax assets / (liabilities) for the year ended 31 March 2022 and 31 March 2021 is as follows:
Details of deferred tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
Detailed bifurcation of deferred tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
The credits relating to temporary differences during the year ended 31 March 2022 and 31 March 2021 are primarily on account of Other
income due to fair valuation of investments on mutual funds and Ind AS 116 adjustment.
The Board of Directors at its meeting held on 25 May 2022 have recommended a payment of dividend of ₹ 3.00 (Rupees Three)
per equity share of face value ₹ 2 each for the financial year ended 31 March 2022 amounting to ₹ 2,113.80 lakhs and subject to
approval at the ensuing AGM of the Company and hence is not recognized as a liability.
The Company has following business segments, which are its reportable segments. Operating segment disclosures are
consistent with the information provided to and reviewed by the management.
Note 47 - Pursuant to the IND AS 37 – ‘Provisions, Contingent Liabilities and Contingent Assets’, the disclosure relating
to provisions made in the accounts for the year ended 31 March 2022 is as follows.
(` in lakhs)
Compensation Payable * Provision for warranty #
Particulars
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Opening Balance 171.36 171.36 12.99 16.80
Additions - - 7.36 -
Utilizations / Reversals (6.36) - - (3.81)
Closing Balance 165.00 171.36 20.35 12..99
* These provisions represent estimates made mainly for probable claims arising out of litigations / disputes pending with
authorities under various statues. The probability and the timing of the outflow with regard to these matters depend on the
final outcome of the litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.
# Provision for warranty represents cost associated with providing post-sales support services which are accrued at the time
of recognition of revenues and are expected to be utilized over a period of two years.
1 Current Ratio Current Assets 28,161.68 20,896.62 Current Liabilities 7,612.65 12,259.47 3.70 1.70 117.02*
4 Return on Equity Profit after tax 18,922.24 17,249.92 Average 1,61,077.30 1,44,059.44 11.75% 11.97% (1.89)
Ratio Shareholders Equity
5 Inventory Turnover Net Sales of 5,706.39 3,908.04 Average Inventory 743.72 795.70 7.67 4.91 56.22^
Ratio Indabrator & Nesco
Foods Division
6 Trade Receivables Revenue from 33,739.87 29,109.44 Average Trade 2,411.29 2,308.46 13.99 12.61 10.96
Turnover Ratio Operations Receivables
7 Trade Payables Total Purchases 2,570.80 1,702.09 Average Trade 969.56 1,259.61 2.65 1.35 96.22^^
Turnover Ratio Payables
8 Net Capital Net Sales 38,216.37 35,565.77 Average Working 474.48 (4,141.94) 80.54 (8.59) 1037.99"
Turnover Ratio Capital
9 Net Profit Ratio Profit After Tax 18,922.24 17,249.92 Net Sales 38,216.37 35,565.77 49.51% 48.50% 2.09
10 Return on EBIT 23,572.66 22,456.93 Capital Employed 1,69,505.41 1,52,649.18 13.91% 14.71% (5.47)
Capital employed
11 Return on Return/Profit/ 4,223.20 6,274.26 Investment 82,840.59 74,139.16 5.11% 8.46% (39.62)**
Investment Earnings
* Increase in investments maturing within 12 months and corresponding reduction in payables towards capital expenditure
^ Increase in sales of fast moving standard equipments
^^ Increase in net cash generated from operating activities
" Increase in current assets vis-à-vis reduction in current liabilities
** Impact of Market Dynamics
Note 49 - Additional Regulatory Information required by Schedule III to the Companies Act, 2013.
(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are
pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and Rules made thereunder.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or
any government authority.
(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of
the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act,
1961 (such as search or survey), that has not been recorded in the books of account.
(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.
(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of
Companies beyond the statutory period.
(viii) During the year, the company had no transactions with struck off companies.
Note 50 - Previous year’s figures have been regrouped / reclassified wherever necessary.
Note 51 - The financial statements are approved for issue by the Audit Committee and thereafter by the Board of Directors at its
meeting held on 25 May 2022.
Sr. Key Audit Matters How was the matter addressed in our audit
No.
1. Recognition of lease rental income of IT Park & related • Understanding the internal control environment for
disclosures. revenue recognition and to test check with a view to
verify its operative effectiveness.
Lease rental income of Holding Company amounting to • Read terms of the contract/ modified agreements /
` 26,415.15 lakhs reported in the Company’s consolidated communications with the lessee’s and verified
financial statement is recognised based on the accuracy of lease rental income recognition on test
agreements / contract with the tenants on straight line basis.
basis over the lease term. Due to modifications in terms of • On sample basis, examining supporting documents /
agreement, risk of material misstatement on such emails/ approval for deferments / waiver given to
modifications significantly increases for its accuracy, tenants.
completeness, presentation, and disclosure. This can • Performed analytical procedures.
lead to revenue either being recognised in incorrect • Ensured that revenue is recognized in accordance with
accounting periods or at incorrect value thereby accounting standards and policy.
impacting the results. Considering these factors, in the Based on above procedures performed, we did not
context of our audit this matter was of significant and identify any material exceptions in the lease rental income
hence considered as a Key Audit Matter. recognized and related disclosures in the Consolidated
financial statements.
Nesco | Believe 125
2. Provision and disclosure of Contingent Liability in • Gone through the request letter received and
respect of property tax complaint filed by the Holding Company.
• Obtained details of the working along with supporting
The Holding Company had paid property tax amounting to documents to evaluate management’s assessment of
` 338.80 lakhs in respect of plot of land on which IT 4 is probability of outcome of the disputed liability and
currently constructed as per the invoices received for the provision required for the same.
period from November 2014 to March 2021. However, in • Also, had discussion with the management’s legal
March 2021, the Holding Company had received request expert on the writ petition in the court of law with
letter with additional property tax liability for the plot and respect to retrospective application of changed
period mentioned above at ` 2,044.18 lakhs and asking for method of calculating the property tax liability.
50% payment. Of the said demand, the Holding Company
has paid ` 424.70 lakhs in March 2021 under dispute, Based on above procedures performed, we did not
made a provision of ` 994.73 lakhs and disclosed ` 619.60 identify any material exceptions in the provision
lakhs as contingent liability in Consolidated financial recognized and contingent liability disclosed in the
statement for FY 2020-21. Consolidated financial statements.
Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to
Board’s Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated financial
statements, Standalone financial statements, and our auditor’s report thereon. Our opinion on the consolidated financial
statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the
preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position,
consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified
under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other
irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether
the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the financial statements of such entities included in the consolidated
financial statements.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in the internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, with respect to the matters specified in paragraphs 3 and 4 of the order, according to the
information and explanations given to us, and based on the CARO reports issued by us and the auditors of respective
companies included in the consolidated financial statements to which reporting under CARO is applicable, as provided
to us by the management of the Holding Company, we report that there are no qualifications or adverse remarks by the
respective auditors in the CARO reports of the said Companies included in the consolidated financial statements.
2) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by
this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified
under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2022
taken on record by the Board of Directors of the Holding Company, and the report of the statutory auditors of the
subsidiary companies incorporated in India, none of the director is disqualified as on 31 March 2022 from being
appointed as a director in terms of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the group and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section
197(16) of the Act, as amended, we report that, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Holding Company to its directors during the year is in
accordance with the provisions of Section 197 of the Act. There is no remuneration to directors in subsidiary companies
of the group.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
(i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position
of the Group – Refer Note 35 (1) and (2) to the consolidated financial statements.
(ii) The Group did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses; and
(iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection
Fund by the Holding Company and subsidiary companies.
(iv) (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the notes to
accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Holding Company or its subsidiaries to or in any other person or entity,
including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Holding Company or any of subsidiaries (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to
accounts, no funds have been received by the Holding Company or its Subsidiaries from any person or entity,
including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that
the Holding Company or its subsidiaries shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under Sub-clause (i) and (ii)
of Rule 11(e), as provided under (iv) (a) and (b) above, contain any material misstatement.
(v) The dividend for the year 2020-21, declared and paid by the Holding Company during the year is in accordance with
Section 123 of the Act, as applicable.
The Board of Directors of the Holding Company have proposed dividend for the year which is subject to the approval of
the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section
123 of the Act, as applicable.
Ashish Shah
Partner
Membership No. 103750
Mumbai
25 May 2022
UDIN: 22103750AJOUDZ3217
The Annexure referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of
even date,
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
In conjunction with our audit of the Consolidated financial statements of the Company as of and for the year ended 31 March
2022, we have audited the internal financial controls over financial reporting of the Nesco Limited (‘’the Holding Company’’) and
its subsidiary companies which are incorporated in India, as of that date.
Auditor’s Responsibility
Our responsibility is to express an opinion on internal financial controls over financial reporting of the Company and its
subsidiary companies incorporated in India based on our audit. We conducted our audit in accordance with the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting issued by ICAI (the “Guidance Note”) and the Standards on
Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and audit evidence obtained by the other auditor of the subsidiary
Companies incorporated in India in terms of their report referred to in the Other Matters paragraph below is sufficient and
appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the
Company and its subsidiary companies incorporated in India.
Opinion
In our opinion, the Holding Company and its subsidiary companies incorporated in India, have, in all material respects, an
adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting
were operating effectively as at 31March, 2022, based on the internal control over financial reporting criteria established by
these Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid report under Section 143(3)(I) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting in so far as it relates to subsidiary companies incorporated in India, is based on the
corresponding report of the auditor of such company. Our opinion is not modified in respect of the above matters.
Ashish Shah
Partner
Membership No. 103750
Mumbai
25 May 2022
UDIN: 22103750AJOUDZ3217
Assets
Non-Current Assets
Property, Plant and Equipment 4 17,174.03 8,465.20
Capital work-in-progress 4a 8,206.20 5,073.05
Investment Property 5 67,267.70 67,177.48
Other Intangible Assets 6 204.74 229.41
Intangible Assets Under Development 6a 29.43 27.39
Financial Assets
Investments 7 64,929.27 68,546.31
Other Non Current Financial Assets 8 7,733.13 7,660.23
Non Current Tax Assets(Net) 9 1,733.54 1,510.02
Other Non Current Assets 10 1,440.23 2,303.36
Total Non-Current Assets 1,68,718.27 1,60,992.44
Current Assets
Inventories 11 752.13 740.21
Financial assets
Investments 7 19,697.91 12,455.69
Trade Receivables 12 1,862.90 2,959.69
Cash and Cash Equivalents 13a 677.86 661.73
Other Balances with Banks 13b 273.95 259.38
Other Current Financial Assets 14 3,120.18 2,250.88
Other Current Assets 15 2,078.68 1,861.31
Total Current Assets 28,463.61 21,188.88
CIN : L17100MH1946PLC004886
BALANCE SHEET (Contd.)
Revenue
Revenue from operations 26 33,739.87 29,109.77
Other income 27 4,501.34 6,459.95
Total Income 38,241.21 35,569.72
Expenses
Cost of materials consumed 28 2,534.97 1,554.83
Change in Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade 29 35.83 148.04
Employee Benefits Expenses 30 1,339.99 1,599.77
Finance Cost 31 921.95 821.96
Depreciation and Amortisation Expenses 4,5 & 6 2,830.55 2,573.06
Other Expenses 32 7,931.92 7,241.45
Total Expenses 15,595.21 13,939.11
CIN : L17100MH1946PLC004886
STATEMENT OF PROFIT AND LOSS (Contd.)
Balance as at 01 April 2021 Changes in Equity Share Capital Restated balance Changes in equity share Balance as at
due to prior period errors as at 01 April 2021 capital during the year 31 March 2022
1,409.20 - - - 1,409.20
Balance as at 01 April 2020 Changes in Equity Share Capital Restated balance Changes in equity share Balance as at
due to prior period errors as at 01 April 2020 capital during the year 31 March 2021
1,409.20 - - - 1,409.20
B) OTHER EQUITY
Operating Profit Before Change In Operating Assets And Liabilities 20,364.43 15,952.17
Add/(Less):
(Increase)/Decrease in Inventory (11.93) 121.58
(Increase)/Decrease in Trade & Other Receivable 935.21 (1,541.39)
(Increase)/Decrease in Other Operating Assets 674.23 (1,173.16)
Increase/(Decrease) in Trade Payables (169.95) (401.29)
Increase/(Decrease) in Provisions 38.60 36.77
Increase/(Decrease) in Other Operating Liabilities (1,117.40) 348.75 3,439.47 481.98
Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) 16.13 (293.97)
Cash/Cash Equivalents at the beginning of the year 661.73 955.70
Cash/Cash Equivalents at the end of the year 677.86 661.73
Notes:-
a) The above Cash Flow Statement has been prepared under the "Indirect Method"
as set out in the Indian Accounting Standard (Ind AS- 7) Statement of Cash Flow
Notes forming part of the financial statements For and on behalf of the Board
As per our report of even date
ACCOUNTING POLICIES
Company Background
Nesco Limited ("Nesco" or "Parent Company") was incorporated on 15 April 1946, under the Indian Companies Act VII of
1913. The Parent Company is domiciled in India having registered office at Nesco Center, Western Express Highway,
Goregaon (East), Mumbai 400063 and listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
These consolidated financial statements comprise the Parent Company and its subsidiaries (referred to collectively as “the
Group”)
The Group is mainly engaged in the following:
i) Licencing premises in IT park buildings and providing related services.
ii) Licencing premises for exhibitions and providing services to the organisers.
iii) Manufacturing of machines and capital equipment.
iv) Hospitality and catering services.
v) Providing CSR Activities
Note 1 - Basis of Preparation of Financial Statements
a) Compliance with Ind AS:
These consolidated financial statements have been prepared in compliance with Indian Accounting Standards (Ind-AS)
notified under Section 133 of the Companies Act 2013 (The Act), read together with the Companies (Indian Accounting
Standards) Rules, 2015 (as amended).
These consolidated financial statements have been prepared and presented under the historical cost convention, on
the accrual basis of the accounting except for certain financial assets and financial liabilities that are measured at fair
values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies
have been applied consistently over all the periods presented in these consolidated financial statements.
b) Current / Non-Current Classification:
Any asset or liability is classified as current if it satisfies any of the following conditions: -
i) The asset / liability is expected to be realised / settled in the Group’s normal operating cycle.
ii) The asset is intended for sale or consumption.
iii) The asset/liability is held primarily for the purpose of trading.
iv) The asset/liability is expected to be realised / settled within twelve months after the reporting period.
v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting cycle.
vi) In the case of a liability, the Group does not have an unconditional right to defer settlement of a liability for at least
twelve months after the reporting cycle.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Group has ascertained its normal
operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of
assets or inventories for processing their realisation in cash and cash equivalents.
c) Functional and Presentation Currency:
The Consolidated Financial Statements are presented in Indian rupees which is the functional currency for the Group.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in
profit or loss. Foreign exchange gains and losses are presented in the statement of profit and loss on a net basis.
d) Rounding of Amounts:
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the
requirement of schedule III, unless otherwise stated.
Note 2- Significant Accounting Policies
a) Property, Plant and Equipment:
Freehold land is carried at historical cost. All other items of property, plant and equipment are carried at the historical
cost, less accumulated depreciation, and accumulated impairment losses if any. The cost of Property, Plant and
Equipment comprises of its purchase price, including import duties and other non-refundable taxes or levies and any
directly attributable cost of bringing the asset to its working condition for its intended use.
Subsequent recognition is done in assets carrying amount or as a separate asset only when it is probable that future
economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
Profit or Loss on disposal of Property, Plant and Equipment is recognised in the Statement of Profit and Loss. All other
repairs and maintenance expenses are charged to profit or loss during the reporting period in which they are incurred.
Expenses incurred on property, plant and equipment, net of income earned during the under-development stage prior
to its intended use, are disclosed under Capital Work-in-progress.
b) Investment Property:
Investment properties are properties that are held to earn rentals and /or for capital appreciation and not occupied by
the Group for its own use. Investment properties are measured initially at cost, including transaction costs and net of
recoverable taxes. The cost includes the cost of replacing parts and borrowing costs if recognition criteria are met.
When significant parts of the investment property are required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives. All other repair and maintenance costs are recognized in profit or loss as
incurred. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and
accumulated impairment loss, if any.
Investment properties are derecognized either when they have been disposed of or when they are being occupied by
the Group for its own use or when they are permanently withdrawn from use and no future economic benefit is expected
from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is
recognized in profit or loss in the period of de-recognition.
c) Depreciation methods, estimated useful lives and residual value:
Depreciation on Property, Plant and Equipment and Investment Property is provided using the Straight-Line Method
based on the useful life of the assets as estimated by the management and is charged to the Statement of Profit and
Loss as per the requirement of Schedule II of the Companies Act, 2013. The estimate of the useful life of the assets has
been assessed based on technical advice which considered the nature of the asset, the usage of the asset, expected
physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers
warranties and maintenance support, etc. The estimated useful life of Property, Plant and Equipment is mentioned
below:
Asset Class Years
Factory Buildings 30
Buildings (other than Factory Buildings) 60
Plant and Equipment 15
Electrical Installations 10
Patterns and Mouldings 8
Kitchen Equipment 5
Furniture and Fixtures and Office equipment: -
-Office furniture 10
-Computers 3
-Office equipment 5
Vehicles 10
Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are not recognised but
disclosed in the Financial Statements when economic inflow is probable.
j) Segment Reporting:
Operating segments have been identified on the basis of the nature of business activities from which the Group earns
revenues or incurs expenses and for which discrete financial information is available. The Management monitors the
operating results of its business segments for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with
profit or loss in the financial statements. The Operating segments have been identified on the basis of the nature of
products / services.
1. Segment revenue includes sales and other income directly identifiable with/ allocable to the segment including inter-
segment revenue.
2. Expenses that are directly identifiable with/ or allocable to segments are considered for determining the segment result.
Expenses which relate the Group as a whole and not allocable to segments are included in un-allocable expenditure.
3. Income which relates to the Group as a whole and not allocable to segments is included in un-allocable income.
4. Segment assets and liabilities include those directly identifiable with the respective segments. Un-allocable assets and
liabilities represent the assets and liabilities that relate to the Group as a whole and not allocable to any segment.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker.
k) Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable. The Group recognises revenue when
the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and
specific criteria have been met for each of the Group’s activities as described below.
Recognition of revenue from major business activities:
1. Revenue from Industrial Capital Goods Division operations includes sale of manufactured machines and capital
equipment, engineering fees, services, and other charges. Revenue from sale of goods is recognized when all the
control on the goods have been transferred to the buyer as per the terms of the contracts and no significant uncertainty
exists regarding the amount of consideration that will be derived from the sale of goods.
2. Revenue from Bombay Exhibition Centre operations includes income from renting of halls for exhibitions, events and
providing other related services to the organisers. Revenue from such renting activity and the related services is
recognised in the accounting period in which the event occurs.
3. Revenue from IT Park operations includes income of renting of office space in IT park and providing related services to
IT /ITES companies.
4. Interest income is recognised using effective interest method and dividend income is recognised when the right to
receive the payment is established.
l) Income tax:
Income tax expense comprises current tax and deferred tax. It is recognised in statement of profit and loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive
income.
1. Current tax:
Current tax comprises of the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of the previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date.
Leases as lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating
lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of
the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease;
if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether
the lease is for a major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its
interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with
reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease
is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an
operating lease. The Group recognises lease payments received under operating leases as income on a straight-line
basis over the lease term as part of ‘revenue from operation’.
p) Earnings Per Share:
Basic Earnings per share is calculated by dividing:
• the profit attributable to owners of the Group
• by the weighted average number of equity shares outstanding during the financial year of Parent Company
q) Employee Benefits:
1. Short term obligations:
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits and they are recognized in the period in which the employee renders the related service. The Group
recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for services
rendered as a liability (accrued expense) after deducting any amount already paid.
2. Other long term employee obligations:
Entitlements to annual leave are recognized when they accrue to employees. Annual leave can either be availed or
encashed at the time of separation or retirement subject to a restriction on the maximum number of 42 days of
accumulation of leave. The Group determines the liability for such accumulated leaves using the Projected Unit Credit
method with actuarial valuations being carried out at each Balance Sheet date.
3. Post-employment obligations:
The Group operates the following post-employment schemes.
i) Defined benefit plans (gratuity):
The Group has unfunded defined benefit gratuity plan for employees.
Recognition and measurement of Defined Benefit plans:
The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations
being carried out at each reporting date. The defined benefit obligations recognized in the Balance Sheet represent the
present value of the defined benefit obligations.
All expenses represented by current service cost, past service cost, if any, and net interest on the defined benefit liability
/ (asset) are recognized in the Statement of Profit and Loss. Re-measurements of the net defined benefit liability / (asset)
comprising actuarial gains and losses are recognized in Other Comprehensive Income. Such re-measurements are not
reclassified to the Statement of Profit and Loss in the subsequent periods.
The Group presents the above liability/(asset) as current and non-current in the Balance Sheet as per actuarial valuation
by the independent actuary.
Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2022
Particulars Freehold Right of Use Freehold Plant and Electrical Furniture, Vehicles Total
land - Leasehold building machinery Installations fixture &
Land* office
equipment
Opening gross carrying amount 638.23 - 4,612.45 4,111.68 1,344.49 825.62 445.99 11,978.44
Additions - 74.16 9,248.80 283.81 8.22 15.73 43.32 9,674.04
Deductions / Adjustments - - - - - (0.54) (124.65) (125.18)
Closing gross carrying amount (A) 638.23 74.16 13,861.25 4,395.49 1,352.71 840.81 364.66 21,527.30
Opening accumulated depreciation - - 573.04 1,635.50 535.76 525.60 243.34 3,513.24
Depreciation during the year - 16.18 421.68 222.03 128.68 100.03 40.70 929.30
Deductions / Adjustments - - - - - (0.50) (88.77) (89.27)
Closing accumulated depreciation
and impairment (B) - 16.18 994.72 1,857.53 664.44 625.13 195.28 4,353.27
Net carrying amount (A-B) 638.23 57.98 12,866.53 2,537.96 688.26 215.68 169.38 17,174.03
Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2021
Title deeds of all immovable properties are in the name of the Group Companies.
There are no projects whose completion is overdue or has exceeded the cost compared to its original budget as on 31 March
2022 & 31 March 2021.
Changes in carrying value of Investment property for the year ended 31 March 2022
Particulars Freehold building Plant and Electrical Furniture, fixture & Total
machinery Installations office equipment
Opening gross carrying amount 63,107.70 3,344.30 4,990.37 636.55 72,078.92
Additions 282.81 305.36 475.70 1,390.44 2,454.32
Deductions / Adjustments (22.37) (100.53) (157.44) (378.72) (659.07)
Closing gross carrying amount (A) 63,368.14 3,549.13 5,308.63 1,648.27 73,874.17
Opening accumulated depreciation 2,585.24 773.12 1,291.85 251.24 4,901.44
Depreciation during the year 1,008.92 234.69 508.71 101.84 1,854.16
Deductions / Adjustments - - - (149.13) (149.13)
Closing accumulated depreciation
and impairment (B) 3,594.16 1,007.81 1,800.56 203.95 6,606.47
Net carrying amount (A-B) 59,773.98 2,541.32 3,508.07 1,444.33 67,267.70
Changes in carrying value of Investment property for the year ended 31 March 2021
Particulars Freehold building Plant and Electrical Furniture, fixture & Total
machinery Installations office equipment
Opening gross carrying amount 62,635.48 3,271.58 4,829.31 602.96 71,339.33
Additions 472.22 72.72 161.05 33.57 739.56
Deductions / Adjustments - - 0.01 0.02 0.03
Closing gross carrying amount (A) 63,107.70 3,344.30 4,990.37 636.55 72,078.92
Opening accumulated depreciation 1,565.82 546.60 777.83 175.58 3,065.82
Depreciation during the year 1,019.42 226.52 514.02 75.66 1,835.62
Deductions / Adjustments - - - - -
Closing accumulated depreciation 2,585.24 773.12 1,291.85 251.24 4,901.44
and impairment (B)
Net carrying amount (A-B) 60,522.46 2,571.18 3,698.52 385.32 67,177.48
Note:-
The fair value of freehold building as at 31 March 2022 is ₹ 3,53,326.16 lakhs ( previous year ₹ 3,53,326.16 lakhs) which is based on Stamp Duty
Ready Reckoner published by Government of India every year.
The Company has no restrictions on the realisability of its investment properties.
Particulars Amount
Changes in carrying value of Other Intangible Assets for the year ended 31 March 2022
Particulars As at 31 March
2022 2021
Particulars As at 31 March
2022 2021
Note 7 - Investments
Particulars As at 31 March
2022 2021
Investments - Non-Current
Unquoted
Investment in Government Securities measured at cost 1.00 1.00
Other Investment measured at cost 0.13 0.13
Less :- Provision for Diminution in value of investments (1.03) 0.10 (1.03) 0.10
Total 0.10 0.10
Quoted
Investment carried at fair value through OCI
Fully paid equity shares 20.00 16.62
Total 20.00 16.62
Investment in Mutual Funds carried at fair value through profit and loss
Fixed Maturity Plans - 4,366.90
Debt Funds 18,707.60 14,460.09
Short Term Debt Funds 10,388.41 15,036.63
Balanced Funds 770.23 724.26
Equity Funds 3,553.63 122.50
Dynamic Asset Allocation Fund 519.11 -
Liquid Funds 1,740.57 -
Total 35,679.55 34,710.38
Investment in Mutual Funds carried at fair value through profit and loss
Fixed Maturity Plans 4,561.36 7,367.22
Debt funds - ultra short term bond funds 13,051.70 3,868.69
Total (A) 17,613.06 11,235.91
Investment carried at amortised cost
Non Convertible Debentures and Bonds 1,684.85 819.77
Corporate Deposits 400.00 400.00
Total (B) 2,084.85 1,219.77
Particulars As at 31 March
2022 2021
Trade Receivables ageing schedule for the year ended 31 March 2022
Particulars Not Due Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 More than
6 months - 1 year Years Years 3 Years
Trade Receivables ageing schedule for the year ended 31 March 2021
Particulars Not Due Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 More than
6 months - 1 year Years Years 3 Years
(i) Undisputed Trade receivables
– considered good 220.96 2,443.14 170.76 81.78 23.07 19.99 2,959.69
(ii) Undisputed Trade Receivables
– which have significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables
– credit impaired - 45.09 21.82 22.35 15.58 9.20 114.04
(iv) Disputed Trade Receivables
– considered good - - - - - - -
(v) Disputed Trade Receivables
– which have significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables – credit impaired - - - - - 20.14 20.14
Total 220.96 2,488.23 192.58 104.12 38.65 49.33 3,093.87
Particulars As at 31 March
2022 2021
Particulars As at 31 March
2022 2021
Share Capital
Authorised
7,37,50,000 Equity Shares of ₹ 2 each 1,475.00 1,475.00
(Previous year 7,37,50,000 Equity Shares of ₹ 2 each)
2,50,000 Preference Shares of ₹ 10 each 25.00 25.00
(Previous year 2,50,000 Preference Shares of ₹ 10 each)
Total 1,500.00 1,500.00
a) Reconciliation of shares outstanding at the beginning and at the end of the year
As at 31 March
2022 2021
Particulars Equity Shares Equity Shares
Number ` Number `
At the beginning of the year 7,04,59,960 14,09,19,920 7,04,59,960 14,09,19,920
Changes in Equity Share capital during the year - - - -
At the end of the year 7,04,59,960 14,09,19,920 7,04,59,960 14,09,19,920
The Company has only one class referred to as equity shares having a par value of ₹ 2/- per share. Each holder of equity
share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. Payment of dividend is
also made in foreign currency to shareholders outside India.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
c) Proposed Dividend
The Board of Directors of Parent Company at its meeting held on 25 May 2022 have recommended a payment of dividend
of ₹ 3.00 (Rupees Three) per equity share of face value ₹ 2 each for the financial year ended 31 March 2022 amounting to
₹ 2,113.80 lakhs and subject to approval at the ensuing AGM of the Company and hence is not recognized as a liability.
As at 31 March
2022 2021
Particulars No. of % of No. of % of
Shares Held Holding Shares Held Holding
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80
Mr. Sumant J. Patel* 88,67,335 12.58 88,67,335 12.58
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35
@ As per the records of the Parent Company, including its register of members
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80 -
Mr. Sumant J. Patel* 88,67,335 12.58 88,67,335 12.58 -
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61 -
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49 -
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35 -
Sumant J Patel HUF 31,63,640 4.49 31,63,640 4.49 -
Mr. Krishna S. Patel 21,25,400 3.02 21,25,400 3.02 -
Aarav K. Patel 1,40,000 0.20 1,40,000 0.20 -
*Shri Sumant J. Patel left for his heavenly abode on 17 November 2021.
Particulars Reserves and Surplus Other Comprehensive Income Total Non Total Other
attributable Controlling Equity
Retained Preference General Equity Other items to owners of Interest
Earnings Shares Reserve instruments the Company
Redemption
Reserve
Balance as at 01 April 2020 (A) 50.00 9.56 1,34,270.15 8.88 - 1,34,338.59 - 1,34,338.59
General Reserve This reserve was created from time to time by way of transfer profits from retained
earnings for appropriation purposes.General Reserve is created by a transfer from one
component of equity to another and is not an item of other comprehensive income
Equity Instruments through This represents the cumulative gains and losses arising on the revaluation of equity
Comprehensive Income instruments measured at fair value through other comprehensive income, under an
irrevicable option, net of amounts reclassified to retained earnings when such assets
are disposed off
Preference Shares Redemption Reserve This reserve was created for redemption of preference shares
Other Comprehensive Income This represents cumulative gain and losses on revaluation of long term employee
benefits
Retained Earnings Retained earnings are the profits that the Company has earned till date, less any
transfers to general reserve, dividends or other distributions paid to shareholders
Particulars As at 31 March
2022 2021
Note 19 Provisions
a) Provision for Employee benefits (Refer Note 41)
Gratuity 304.86 291.75
Leave Encashment 76.49 74.40
Particulars Not Due Outstanding for following periods from due date of payment Total
Trade Payables ageing schedule for the year ended 31 March 2021
Particulars Not Due Outstanding for following periods from due date of payment Total
Particulars As at 31 March
2022 2021
Particulars As at 31 March
2022 2021
Note 25 Provisions
Provision for Employee benefits (Refer Note 41)
Gratuity 4.44 15.63
Leave Encashment 5.86 7.77
Provision for Warranty (Refer Note 45) 20.35 12.99
30.65 36.39
Financial Assets / Financial Liabilities Amortised Fair Value Fair Value Total carrying
cost through profit through other value
or loss comprehensive
income
Financial Assets
Investments
Equity Instruments - - 20.00 20.00
Mutual Funds - 53,292.60 - 53,292.60
Corporate Deposits, Non-convertible Debentures,
Bonds and Preference Shares 31,314.47 - - 31,314.47
Other Investments 0.10 - - 0.10
Trade Receivables 1,862.90 - - 1,862.90
Cash and Cash Equivalents 677.86 - - 677.86
Other Balances with Banks 273.95 - - 273.95
Other financial assets 10,853.31 - - 10,853.31
Total Financial Assets 44,982.59 53,292.60 20.00 98,295.19
Financial Liabilities
Trade Payables 889.13 - - 889.13
Lease Liabilities 59.85 - - 59.85
Other Financial Liabilities 15,479.70 - - 15,479.70
Total Financial Liabilities 16,428.68 - - 16,428.68
Financial Assets / Financial Liabilities Amortised Fair Value Fair Value Total carrying
cost through profit through other value
or loss comprehensive
income
Financial Assets
Investments
Equity Instruments - - 16.62 16.62
Corporate Deposits, Non-convertible Debentures,
Bonds and Preference Shares 35,038.99 - - 35,038.99
Mutual Funds - 45,946.29 - 45,946.29
Other investments 0.10 - - 0.10
Trade Receivables 2,959.69 - - 2,959.69
Cash and cash equivalents 661.73 - - 661.73
Other balances with Banks 259.38 - - 259.38
Loans / Sundry Deposits 443.75 - - 443.75
Other financial assets 9,467.36 - - 9,467.36
Total Financial Assets 48,831.00 45,946.29 16.62 94,793.91
Financial Liabilities
Trade Payables 1,059.08 - - 1,059.08
Other financial liabilities 16,295.68 - - 16,295.68
Total Financial Liabilities 17,354.76 - - 17,354.76
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an
active market is determined using valuation techniques which maximise the use of observable market data and
rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3 Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or
more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted equity securities included in level 3
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Particulars As of 31 March 2022 Fair value hierarchy at the end of the reporting
period/year using
Level 1 Level 2 Level 3
Investments in Equity Instruments 20.00 20.00 - -
Investments in Mutual Funds 53,292.60 53,292.60 - -
Particulars As of 31 March 2021 Fair value hierarchy at the end of the reporting
period/year using
Level 1 Level 2 Level 3
Investments in Equity Instruments 16.62 16.62 - -
Investments in Mutual Funds 45,946.29 45,946.29 - -
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
reasonable approximation of their fair values since the company did not anticipate that the carrying amounts would be
significantly different from the values that would be received or settled.
The Group’s financial liabilities comprises mainly of trade payables, lease liabilities and other payables. The Group’s financial
assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and
other receivables.
The Group’s activities are exposed to Market risk, credit risk and liquidity risk. The Group has set up Risk Management
Committee to minimize any adverse effects of the risk exposure on the financial performance of the Group.
The Board has been monitoring the risks that the Group is exposed to due to outbreak of COVID 19 closely. The Board has
taken all necessary actions to mitigate the risks identified basis the information and situation present.
1. Market Risk:
Market risk comprises of three types of risk: Currency Risk, Interest rate Risk and Other Price Risk.
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate due to changes in
foreign currency exchange rates. The carrying amounts of the Group’s foreign currency denominated monetary items
are as follows:
The Group has not entered into any forward contract during the year ended 31 March 2022 and 31 March 2021.The
Group has not entered into any forward instrument for trades or speculation purpose.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Since the Group has NIL interest bearing borrowings, the exposure to risk of changes
in market interest rate is NIL. The Group has not used any interest rate derivatives.
Other Price risk is the risk that fair value of a financial instrument will fluctuate due to changes in market traded price.
Other price risk arises from both financial assets such as investments in equity instruments and bonds.
The Group invests in units of mutual funds including Fixed Maturity Plans, various debt Funds and Equity funds, and
hence exposed to Other Price risk. Company’s Treasury dept. manages investments portfolio diversification in order to
minimize risk and ongoing monitoring of market prices of investments.
2. Credit Risk:
Credit risk refers to the risk of default on its obligation by the counterparty resulting in financial loss. Trade receivables
are typically unsecured and are derived from customers from four operations Nesco IT Park lease, Bombay Exhibition
Centre (BEC) revenue, sale of Industrial Capital Goods and Nesco Foods.
The maximum exposure to credit risk on account of trade receivables, at the reporting date is ₹ 1,862.90 lakhs and
₹ 2,959.69 lakhs as on 31 March 2022 and 31 March 2021 respectively.
The Group minimizes credit risk relating to IT Park lease and BEC business as follows:
- The Group obtains security deposits from IT Park lessees and entitled to terminate lease agreement in case lessee
makes defaults in payment of lease for a period of two consecutive months.
- BEC customers are required to pay advance and place refundable security deposit with the Group.
Whereas, in case of trade receivables from Industrial Capital Goods division for sale of machineries, credit risk is
managed through credit approvals, establishing credit limits, and continuously monitored creditworthiness of
customers to whom, credit terms are granted in normal course of business.
The Group takes into account available credit risk factors as Company’s historical experience for customers,
customers’ standing for credit defaults in market.
The allowance for lifetime expected credit loss on customer balances as on 31 March 2022 and 31 March 2021 was
₹ 134.24 lakhs and ₹ 134.18 lakhs respectively.
• Investments in mutual fund schemes are marked to market on ongoing basis, which is major part of total Non-
current and current investments.
• Long term loans and advances include deposits with local authorities, electricity Board, electricity companies etc.
• Cash and Cash equivalents are balances with Public and Private Banks.
• Other current assets include lease rentals receivables and deposits with more than 12 months maturities with Public
and Private Banks and Earnest Money Deposits with Govt. customer.
Credit risk arising from investment in mutual funds, financial instruments and other balances with banks is limited and
there is no collateral held against these because the counterparties are banks and recognized financial institutions with
high credit ratings assigned by the international credit rating agencies.
The allowance for lifetime expected credit loss on current license and other fees receivables as on 31 March 2022 and
31 March 2021 was ₹120.83 lakhs and ₹61.74 lakhs respectively.
3. Liquidity Risk:
The Group’s principal sources of liquidity are cash and cash equivalents, Balances and cash flows that are generated
from business. The Group does not have any borrowings. The Group believes that their working capital is sufficient to
meet its current requirements. Accordingly, no liquidity risk is perceived.
The Group manages the liquidity risk by maintaining adequate cash and cash equivalent ₹ 677.86 lakhs and ₹ 661.73
lakhs as on 31 March 2022 and 31 March 2021 respectively.
The table below provides details regarding the contractual maturities of significant financial liabilities as on 31 March
2022:
Particulars Less than 1 year 1-5 years More than 5 years Total
Other financial liabilities (non-current)
Lease Liabilities - 44.54 - 44.54
Security Deposits from IT Park Licensees and Others - 12,747.15 - 12,747.15
Other financial liabilities (current)
Lease Liabilities 15.31 - - 15.31
Security deposit from licensees and customers 1,083.98 - - 1,083.98
Trade Payables 889.13 - - 889.13
Other financial liabilities 1,648.57 - - 1,648.57
Total 3,636.99 12,791.69 - 16,428.68
Particulars Less than 1 year 1-5 years More than 5 years Total
Other financial liabilities (non-current)
Security Deposits from IT Park Licensees and Others - 10,559.83 - 10,559.83
Other financial liabilities (current)
Security deposit from licensees and customers 911.07 - - 911.07
Trade Payables 1,059.08 - - 1,059.08
Other financial liabilities 4,770.10 - - 4,770.10
Total 6,740.25 10,559.83 - 17,300.08
The outbreak of COVID 19 pandemic globally and in India has severely impacted businesses and economies. The
disruption to regular business operations continues due to the measures taken to curb the impact of the pandemic from
time to time, since start of it. The Group has considered external and internal information in assessing the impact of
COVID 19 on various elements of its financial statements, including recoverability of its assets as at the Balance Sheet
date.
5. Capital Management
For the purpose of the Group’s capital management, capital includes issued capital, and all other equity reserves
attributable to the equity shareholders of the Group. The primary objective of the Group when managing capital is to
safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize
shareholder value.
As of 31 March 2022, the Group has only one class of shares referred to as Equity Shares and has nil debt. Consequent
to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an
optimal capital structure, the Group allocates its capital for distribution as dividend or re-investment into business
based on its long-term financial plans.
168 Nesco Annual Report 2021-22
Consolidated Financial Statements
1 Income tax demand disputed by the Company ₹ 286.24 lakhs (previous year ₹ 139 lakhs)
2 Claims against the Company not acknowledged as debts ₹ 3,256.67 lakhs (previous year ₹ 2,053.65 lakhs)
3 Estimated value of contracts remaining to be executed on capital account and not provided for is ₹ 2,605.91 lakhs
(previous year ₹ 2,623.35 lakhs) against which an advance of ₹ 55.06 lakhs (previous year ₹ 903.66 lakhs) has been paid
4 Indian Bank Guarantees given by bank on Company’s behalf ₹ 694.89 lakhs (previous year ₹ 721.95 lakhs) secured by
lien on Mutual Fund (Fixed Maturity Plan) of value ₹ 1,009.70 lakhs ( previous year ₹ 1,224.72 lakhs).
Disclosure under the MSMED Act 2006 is provided as under for the year 2021-22, to the extent the Group has received
intimation from the “Suppliers” regarding their status under the Act.
Particulars As at 31 March
2022 2021
1. Principal amount and the interest due thereon remaining unpaid in each supplier
at the end of each accounting year (but within due date as per the MSMED Act)
Principal amount due to Micro and Small Enterprise 88.80 196.49
Interest due on above - -
2. Interest paid by the company in terms of Section 16 of the MSMED Act 2006,
along- with the amount of the payment made to the supplier beyond the - -
appointed day during the period
3. Interest due and payable for the period of the delay in making payment (which
have been paid but beyond the appointed day during the period), but without 0.69 0.43
adding interest specified under the MSMED Act 2006
4. The amount of interest accrued and remaining unpaid at the end of each 1.84 1.15
accounting year
5. Interest due and remaining payable even in the succeeding years, until such
- -
date when the interest dues as above are actually paid to the Small Enterprises
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified based on
information collected by the Management. This has been relied upon by the auditors.
Note 37 - Details of Hedged and Unhedged exposure in foreign currency denominated monetary items.
a) Exposure in Foreign Currency – Hedged: - The Group has not entered into any foreign exchange contract. The Group
does not enter into any derivative instruments for trading or speculative purpose.
b) Exposure in Foreign Currency – Un Hedged: - The foreign currency exposure not hedged as on 31 March 2022 are as
under
Payables Receivables
Currency
As at 31 March 2022 As at 31 March 2021 As at 31 March 2022 As at 31 March 2021
Note 38 - Leases:
Company as Lessor:
Ind AS 116 “Leases” requires the lessor to recognize income from operating leases on a straight-line basis over the lease term
which includes rent free period. Thus, contracted lease rental income including future escalation is straight lined over the lease
term. This has resulted in recognizing unearned lease income amounting to ₹ 985.25 lakhs for the year ended 31 March 2022.
The Group has entered into operating leases on its Investment Property located at Byculla and Goregaon IT Park premises:
Future minimum rentals receivable under these non-cancellable operating leases are, as follows:
Particulars As at As at
31 March 2022 31 March 2021
Within one year 26,065.16 23,026.17
After one year but not more than five years 40,301.47 51,345.07
More than 5 years 77.06 110.12
There is no contingent rent receivable from lessees under the lease agreements.
Lease income recognized during the year in Statement of profit and loss is ₹ 26,415.15 lakhs (previous year ₹ 24,606.29 lakhs)
Company as Lessee:
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The Group has taken factory land at Karamsad, Gujarat under non-cancellable Operating Lease. These lease rentals are
payable by the Group on a monthly basis. Group recognizes this lease as right of use assets and lease liability.
The Group recognises the lease payments associated with these leases as an expense over the lease term. There is no
contingent rent payable to lessors under the lease agreements.
The following is the carrying amounts of Group’s Right of Use assets (ROU), Movement in liabilities, amount recognized in Profit
& Loss and Cash outflow for ROU assets: -
Particulars As at 31 March
2022 2021
Less than one year 19.50 -
One to two years 19.50 -
Two to five years 30.88 -
More than five years - -
Total 69.88 -
Entities in which KMPs have significant influence Patel Consultancy Pvt Ltd
J V Patel Investment and Trading Co. Pvt. Ltd.
Engineering Global Pte Limited
Chandler and Price India Private Limited
K S Patel Finance & Investment Company Pvt Ltd
Key Management Personnel Mr. Sumant J. Patel – Executive Director and Chief Mentor
(till 17 November 2021)
Mr. Krishna S. Patel – Chairman and Managing Director
Mr. Dipesh R. Singhania – Chief Financial Officer
Ms. Jinal J. Shah – Company Secretary
and Compliance Officer
The amounts recognised in the Group’s financial statements as at year end are as under
Gratuity (Unfunded)
Particulars
As at 31 March 2022 As at 31 March 2021
Present Value of Benefit Obligation at the Beginning of the Period 307.38 200.05
Interest Cost 20.11 13.39
Current Service Cost 24.86 23.16
Benefit Paid Directly by the Employer (7.57) (33.64)
Actuarial (Gains)/Losses on Obligations - Due to Change in (19.00) 100.50
Financial Assumptions
Demographic Assumptions 21.44 -
Actuarial (Gains)/Losses on Obligations - Due to Experience (37.92) 3.92
Present Value of Benefit Obligation at the End of the Period 309.30 307.38
Expenses Recognized in the Other Comprehensive Income (OCI) for Current Period
Actuarial (Gains)/Losses on Obligation for the Period (35.48) 104.41
Net (Income)/Expense for the Period Recognized in OCI (35.48) 104.41
Other Details
No of Active Members 121 133
Per Month Salary for Active Members 44.02 46.75
Average Past Services (Years) 6.73 6.33
Average Age (Years) 39.18 39.26
Average Expected Future Service 18.82 18.74
Projected Benefit Obligation 309.30 307.38
Assumptions
Expected Return on Plan Assets N.A. N.A.
Rate of Discounting 7.20% 6.55%
Rate of Salary Increase 10.00% 10.00%
Rate of Employee Turnover 2.00% 5.00%
Mortality Rate During Employment Indian Assured Lives Indian Assured Lives
Mortality (2012-14) Mortality (2012-14)
Mortality Rate After Employment N.A. N.A.
Sensitivity Analysis
Projected Benefit Obligation on Current Assumptions 309.30 307.38
Delta Effect of +1% Change in Rate of Discounting (11.2%) (9.6%)
Delta Effect of -1% Change in Rate of Discounting 13.1% 11.1%
Delta Effect of +1% Change in Rate of Salary Increase 12.7% 10.7%
Delta Effect of -1% Change in Rate of Salary Increase (11.1%) (9.4%)
Delta Effect of +50% Change in Rate of Employee Turnover (1.5%) (2.2%)
Delta Effect of -50% Change in Rate of Employee Turnover 1.6% 2.4%
The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. There was no change in the
methods and assumptions used in preparing the sensitivity analysis from prior years.
2. Long Term Employee Benefits:
The liability towards compensated absences (annual leave) as on 31 March 2022, based on actual valuation carried out
by using the project accrued benefit method amount to ₹ 6.22 lakhs (previous year ₹ 47.73 lakhs) has been recognized
on the Statement of Profit and Loss.
Note 42 - Income Taxes:
A. The major components of Income Tax expense for the year are as under
B. Reconciliation of tax expense and the accounting profit for the year is as under:
The tax rate used for reconciliation above is the corporate tax rate of 25.168 % (Previous Year 25.168%) payable by corporate entities in India
on taxable profits under Indian law.
• Income considered under other head of income, mainly comprises of IT Park rental income considered under ‘Income from House
property’ as per the provisions of Income Tax Act, 1961.
• Income not considered for tax purpose mainly consists of other income on account of fair valuation of Investments in Mutual funds.
Details of income tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
The gross movement in the Current Tax Assets / (Liabilities) for the year ended 31 March 2022 and 31 March 2021 is as follows:
Details of deferred tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
Detailed bifurcation of deferred tax assets and liabilities as of 31 March 2022 and 31 March 2021 are as follows:
The credits relating to temporary differences during the year ended 31 March 2022 and 31 March 2021 are primarily on account of Other
income due to fair valuation of investments on mutual funds and Ind AS 116 adjustment.
The Board of Directors of the Parent Company at its meeting held on 25 May 2022 have recommended a payment of dividend
of ₹ 3.00 (Rupees Three) per equity share of face value ₹ 2 each for the financial year ended 31 March 2022 amounting to
₹ 2,113.80 lakhs and subject to approval at the ensuing AGM of the Company and hence is not recognized as a liability.
The Group has following business segments, which are its reportable segments. Operating segment disclosures are
consistent with the information provided to and reviewed by the management.
Note 45 - Pursuant to the IND AS 37 – ‘Provisions, Contingent Liabilities and Contingent Assets’, the disclosure relating
to provisions made in the accounts for the year ended 31 March 2022 is as follows:
* These provisions represent estimates made mainly for probable claims arising out of litigations / disputes pending with
authorities under various statues. The probability and the timing of the outflow with regard to these matters depend on the
final outcome of the litigations / disputes. Hence, the Group is not able to reasonably ascertain the timing of the outflow.
# Provision for warranty represents cost associated with providing post-sales support services which are accrued at the time
of recognition of revenues and are expected to be utilized over a period of two years.
Note 46 – The shareholders of Nesco Hospitality Private Limited (Subsidiary Company) in their Extra Ordinary General Meeting
held on 17 January 2022 approved Voluntary Liquidation under Section 59 of Insolvency & Bankruptcy Code,2016.
Accordingly, the company has appointed a Liquidator and has also filed Form GNL-2 and Form MGT-14 with the MCA which
have been approved. Accordingly the Company has drawn the accounts on liquidation basis i.e. Assets have been recorded at
their realizable value and liabilities recorded at their known estimated settlement value.
Note 47 – Additional Regulatory Information required by Schedule III to the Companies Act, 2013.
(i) The Group does not have any benami property held in its name. No proceedings have been initiated on or are pending
against the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
Rules made thereunder.
(ii) The Group has not been declared wilful defaulter by any bank or financial institution or other lender or government or
any government authority.
(iii) The Group has complied with the requirement with respect to number of layers as prescribed under Section 2(87) of the
Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
I The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act,
1961 (such as search or survey), that has not been recorded in the books of account.
(vi) The Group has not traded or invested in crypto currency or virtual currency during the year.
(vii) The Group does not have any charges or satisfaction of charges which is yet to be registered with Registrar of
Companies beyond the statutory period.
(viii) During the year, the Group had no transactions with struck off companies.
Note 48 – Disclosure of additional information pertaining to the Parent Company, Subsidiary and Associates as per
Schedule III of Companies Act, 2013
Parent
Nesco Limited 1,69,505.41 99.84 18,922.24 100.03 47.79 100.00 18,970.03 100.03
Subsidiaries
Nesco Hospitality Private
Limited 261.67 0.16 (13.06) (0.07) - - (13.06) (0.07)
Nesco Foundation for
Innovation and Development 6.94 0.00 7.94 0.04 - - 7.94 0.04
Non-controlling interest - - - - - - - -
Total 1,69,774.02 100.00 18,917.12 100.00 47.79 100.00 18,964.91 100.00
Parent
Nesco Limited 1,52,649.18 99.82 17,249.92 100.03 (70.44) 100.00 17,179.48 100.03
Subsidiaries
Nesco Hospitality Private
Limited 274.72 0.18 (4.77) (0.03) - - (4.77) (0.03)
Nesco Foundation for
Innovation and Development (1.00) (0.00) 0.40 0.00 - - 0.40 0.00
Non-controlling interest - - - - - - - -
Total 1,52,922.91 100.00 17,245.56 100.00 (70.44) 100.00 17,175.12 100.00
Note 49 - Previous year’s figures have been regrouped / reclassified wherever necessary.
Note 50 - The financial statements are approved for issue by the Audit Committee and thereafter by the Board of Directors at
its meeting held on 25 May 2022.
Form AOC-1
(Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules,
2014) Statement containing salient features of the financial statement of Subsidiary Companies
Notes:
1 Names of subsidiaries which are yet to commence operations - NIL
2 Names of subsidiaries which have been liquidated during the year - NIL*
*Nesco Hospitality Pvt. Ltd. (NHPL) is in the process of Voluntary Liquidation
Notice is hereby given that 63rd Annual General Meeting (AGM) of Nesco Limited will be held on Monday, 08 August 2022 at 2.30
p.m. through video conference (VC) or other audio visual means (OAVM) organized by the Company to transact the following
businesses.
Ordinary Business:
1. To consider and adopt audited standalone and consolidated financial statements of the Company for the financial year
ended 31 March 2022, together with the report of the Board of Directors and Auditors thereon.
2. To declare final dividend on equity shares for the financial year ended 31 March 2022.
3. To appoint a Director in place of Mrs. Sudha S. Patel (DIN: 00187055), who retires by rotation and being eligible, offers
herself for reappointment.
Special Business:
4. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014
(including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the remuneration
payable to M/s. Y. S. Thakar & Co., Cost Accountants (Firm Registration No. 000318), who were appointed by the Board
of Directors as Cost Auditors, based on the recommendation of the Audit Committee, to audit the cost records of the
Company for the financial year ending 31 March 2023, amounting to ` 40,000/- (Rupees Forty Thousand only) plus taxes
and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit, be and is hereby
ratified.
RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company be and are hereby
authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such
acts, deeds, matters and things as may be necessary, proper or expedient for the purpose of giving effect to this
resolution and for matters concerned or incidental thereto”.
Jinal J. Shah
Company Secretary and
Compliance Officer
Mumbai
25 May 2022
Registered Office:
Nesco Center,
Western Express Highway,
Goregaon (East), Mumbai – 400 063.
CIN No. – L17100MH1946PLC004886
NOTES:
1. Pursuant to the General Circular nos. 14/2020, 17/2020, 20/2020, 02/2021, 02/2022 issued by the Ministry of Corporate
Affairs (MCA) and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11 and
SEBI/HO/CFD/CMD2/CIR/P/2022/62 issued by the Securities and Exchange Board of India (SEBI), (hereinafter
collectively referred to as “the Circulars”), Companies are allowed to hold Annual General Meeting (AGM) through Video
Conference (VC) or Other Audio Visual Means (OAVM), without the physical presence of members at a common venue.
Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM.
2. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available
for this AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
3. Institutional / Corporate Members are requested to send a scanned copy (PDF format) of the Board Resolution
authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at
[email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than
individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking
on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
4. The Register of Members and share transfer books of the Company will remain closed from Saturday, 30 July 2022 to
Monday, 08 August 2022 (both days inclusive), for the purpose of annual general meeting and payment of dividend.
5. The dividend, if approved by the members at the annual general meeting will be paid on or before the 30th day from the
date of declaration to those members whose names appear in the Register of Members of the Company as on Friday, 29
July 2022.
6. Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or
Arrangements in which the Directors are interested, maintained under the Companies Act, 2013 will be available
electronically for inspection by the members during the AGM at https://www.nesco.in/announcements.
7. As per the provisions of Section 124(5) of the Companies Act, 2013, money transferred to unpaid dividend accounts of
the Company and remaining unpaid / unclaimed over a period of 7 years from the date of such transfer shall be
transferred to ‘Investor Education and Protection Fund’ and no claim will be entertained thereafter by the Company. The
Company has already transferred the dividend for the year 2013-14 and is in process to transfer the unpaid/unclaimed
dividend for the year 2014-15. The due date for transfer of the unpaid/unclaimed dividend for the year 2014-15 is Friday,
09 September 2022. Members are therefore requested to expeditiously put their claims for unclaimed dividends.
8. Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 all shares in respect of which dividend has not
been claimed or has remained unpaid for seven consecutive years, shall be transferred by the Company to Investor
Education and Protection Fund (IEPF) set up by the Central Government.
9. All Members are requested to
i. Intimate immediately any change in their address to Company’s Registrar and Share Transfer Agent:
Link Intime India Private Limited
C-101, 247 Park,
LBS Marg, Vikhroli (West),
Mumbai – 400083.
Tel: 022 49186270
Fax: +91 22 28512885
Email: [email protected]
Website: www.linkintime.co.in
ii. Inform change in address directly to their respective depository participants in case members are holding shares in
demat form.
iii. Quote their folio no. / client ID no. in their correspondence with the Registrar and Share Transfer Agent.
iv. Intimate Registrar and Share Transfer Agents, Link Intime India Private Limited for consolidation of folios, in case having
more than one folio.
17. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to
use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
18. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under
Section 103 of the Act.
PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:
19. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are
encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio
number, email id, mobile number at [email protected]. Questions / queries received by the Company till
5.00 p.m. on Saturday, 06 August 2022 shall only be considered and responded during the AGM.
20. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker,
by following the steps mentioned at note no. 26 Step 1: Access to NSDL e-Voting system between 9.00 a.m. on
Thursday, 04 August 2022 to 5.00 p.m. on Saturday, 06 August 2022. After successful login, Members will be able to
register themselves as a speaker shareholder by clicking on the link available against the EVEN of the Company.
Speakers can also send their questions in advance to the Company at [email protected].
21. Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth
conduct of the AGM.
PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM:
22. In compliance with the provision of Section 108 of the Companies Act, 2013 and Rule 20 of Companies (Management
and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment,
Rules 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is pleased to provide its members facility to exercise their right to vote at 63rd annual general meeting by
electronic means and the business may be transacted through e-voting services provided by National Securities
Depository Limited (NSDL).
23. Pursuant to Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as
amended and Regulation 44 of Listing Regulations, the Company is pleased to provide the facility to Members to
exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means.
24. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 29 July 2022,
i.e. the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the Resolutions
set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of AGM for
information purpose only.
25. Members may cast their votes on electronic voting system from any place (remote e-voting). The voting period begins on
Thursday, 04 August 2022 at 09.00 a.m. and ends on Sunday, 07 August 2022 at 05.00 p.m. (preceding the date of
AGM). In addition, the facility for voting through electronic voting system shall also be made available during the AGM.
Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through
e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM,
however, they shall not be eligible to vote at the meeting. The e-voting module shall be disabled by NSDL for voting
thereafter.
26. The details of the process and manner for remote e-voting are explained herein below:
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode
In terms of SEBI circular dated 09 December 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Nesco | Believe 185
Login method for Individual shareholders holding securities in demat mode is given below:
3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as shown on
the screen.
4. After successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the
meeting.
C. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id
holding securities in and password. Option will be made available to reach e-Voting page without any
demat mode with further authentication.
CDSL
2. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ myeasi/
home/login or www.cdslindia.com and click on New System Myeasi.
3. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders 1. You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility.
demat mode) login
through their 2. Once logged in, you will be able to see e-Voting option. Click on e-Voting option, you
depository participants will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature.
3. Click on company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL sending a request at [email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with CDSL sending a request at [email protected] or contact at 022-
23058738 or 022-23058542-43
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.
4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you
can proceed to Step 2 i.e. Cast your vote electronically.
c) For Members holding shares in EVEN Number followed by Folio Number registered with the Company
Physical Form.
For example, if folio number is 001*** and EVEN is 101456 then user ID is
101456001***
6. Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system
will force you to change your password.
a. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you
on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e.
a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of
client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your
‘initial password’.
b. In case if your email ID is not registered, please follow steps mentioned below in process for those shareholders whose
email ids are not registered.
c. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
i. Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option
available on www.evoting.nsdl.com.
ii. Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
iii. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
iv. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
10. After you click on the “Login” button, Home page of e-Voting will open.
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General
Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
The instructions for Members for e-voting on the day of the AGM are as under:
a. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
b. Only those Members, who will be present in the AGM through VC / OAVM facility and have not casted their vote on the
Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-
voting system in the AGM.
c. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to
vote at the AGM.
d. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 /1800
224 430 or send a request to (Ms. Soni Singh) at [email protected]
28. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting
with the assistance of scrutinizer, by use of electronic voting for all those members who are present at the AGM but have
not cast their votes by availing the remote e-Voting facility.
29. The results declared along with Scrutinizers’ Report shall be placed on the Company’s website www.nesco.in within two
days of the passing of the resolutions at the 63rd AGM of the Company and shall be immediately communicated to BSE
Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
30. Final dividend for the financial year ended 31 March 2022, as recommended by the Board of Directors, if approved by the
members at the AGM, will be paid on or after Thursday, 11 August 2022, to those members whose names appear on the
Register of Members as on Friday, 29 July 2022.
31. Members holding shares in electronic form are hereby informed that bank particulars registered with their respective
Depository Participants (DP), with whom they maintain their demat accounts, will be used by the Company for payment
of dividend.
32. Members holding shares in physical/electronic form are required to submit their bank account details, if not already
registered, as mandated by SEBI.
33. Shareholders holding shares in dematerialized mode are requested to register complete bank account details with the
Depository Participant(s) and shareholders holding shares in physical mode shall send a duly signed request letter to
TSR mentioning the name, folio no., bank details, self-attested PAN card and original cancelled cheque leaf. In case of
absence of name of the first shareholder on the original cancelled cheque or initials on the cheque, bank attested copy of
first page of the Bank Passbook/Statement of Account along with the original cancelled cheque shall be provided.
34. In case the Company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of
the details of the bank account, the Company shall dispatch the dividend warrants to such shareholder by post.
35. Members may note that as per the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividends paid or
distributed by the Company after 01 April 2020, shall be taxable in the hands of the shareholders and the Company shall
be required to deduct tax at source (TDS) at the prescribed rates from the dividend to be paid to shareholders, subject to
approval of shareholders in the ensuing AGM. The TDS rate would vary depending on the residential status of the
shareholder and the documents submitted by them and accepted by the Company.
a. All Shareholders are requested to ensure that the below information & details are completed and/or updated, as
applicable, in their respective demat account(s) maintained with the Depository Participant(s); or in case of shares held in
physical form, with Link Intime India Private Limited, on or before the Record Date i.e. Friday, 29 July 2022. Please note
that the following information & details, if already registered with Link Intime and Depositories, as the case may be, will be
relied upon by the Company, for the purpose of complying with the applicable TDS provisions:
II. Residential status as per the Income Tax Act i.e. Resident or Non-Resident for financial year 2021- 22.
III. Category of the Shareholder viz. Mutual Fund, Insurance Company, Alternate Investment Fund (AIF) Category I and II,
AIF Category III, Government (Central/State Government), Foreign Portfolio Investor (FPI)/Foreign Institutional Investor
(FII): Foreign Company, FPI/FII: Others (being Individual, Firm, Trust, Artificial Juridical Person, etc.), Individual, Hindu
Undivided Family (HUF), Firm, Limited Liability Partnership (LLP), Association of Persons (AOP), Body of Individuals
(BOI) or Artificial Juridical Person, Trust, Domestic Company, Foreign Company, Overseas Corporate Bodies, etc.
V. Residential Address.
*If the PAN is not as per the database of the Income-tax Portal, it would be considered as invalid PAN. Further as per the
Notification of Central Board of Direct Taxes, individual shareholders are requested to link their Aadhaar number with
PAN.
b. For Resident Shareholders, TDS is required to be deducted at the rate of 10% under Section 194 of the Income Tax Act,
1961 on the amount of dividend declared and paid by the Company in the financial year 2021-22 provided valid PAN is
registered by the Shareholder. If the valid PAN is not registered, the TDS is required to be deducted at the rate of 20%
Section 206AA of the Income Tax Act, 1961.
However, in case the dividend is not exceeding ` 5,000 in a fiscal year to resident individual shareholder then no tax will
be deducted from the dividend. If any resident individual shareholder is in receipt of Dividend exceeding ` 5,000 in a
fiscal year, entire dividend will be subject to TDS @ 10%. Even in the cases where the shareholder provides valid Form
15G (for individuals, with no tax liability on total income and income not exceeding maximum amount which is not
chargeable to tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income), no TDS shall
be deducted.
c. For Non-resident shareholders [Including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)], the TDS
is required to be deducted at the rate of 20% (plus applicable surcharge and cess) under Section 195 or 196D of the
Income Tax Act, 1961, as the case may be.
d. Further, as per Section 90 of the Income Tax Act, 1961 the non-resident shareholder has the option to be governed by the
provisions of the Double Tax Avoidance Treaty between India and the country of tax residence of the shareholder, if they
are more beneficial to them.
For this purpose, i.e. to avail Tax Treaty benefits, the non-resident shareholders will have to provide the following:
I. Self-attested copy of the PAN allotted by the Indian Income Tax authorities
II. Self-attested copy of valid Tax Residency Certificate obtained from the tax authorities of the country of which the
shareholder is a resident;
• Shareholder is and will continue to remain a tax resident of the country of its residence during the financial year 2021-22;
• Shareholder is eligible to claim the beneficial Double Taxation Avoidance Agreement (DTAA) rate for the purposes of tax
withholding on dividend declared by the Company;
• Shareholder has no reason to believe that its claim for the benefits of the DTAA is impaired in any manner;
• Shareholder is the ultimate beneficial owner of its shareholding in the Company and dividend receivable from the
Company; and
• Shareholder does not have a taxable presence or a permanent establishment in India during the financial year 2021-22.
d. The draft of the aforementioned documents may also be accessed from the Company’s website at
https://www.nesco.in/shareholder-services.
Resident Shareholders
The aforesaid documents such as Form 15G/15H, documents under Sections 196, 197A, etc. can be sent to the
Company or to the RTA on or before Monday, 01 August 2022 to enable the Company to determine the appropriate TDS
withholding tax rate applicable. Any communication on the tax determination/deduction received post Monday, 01
August 2022 shall not be considered. Shareholders can also send the scanned copies of the documents mentioned
above at the email id mentioned below:
Email ID [email protected]
Non-Resident Shareholders
Shareholders are requested to send the scanned copies of the documents mentioned above at the email id mentioned
below:
Email ID [email protected]
These documents should reach us on or before Monday, 01 August 2022 in order to enable the Company to determine
and deduct appropriate TDS/withholding tax rate. No communication on the tax determination/deduction shall be
entertained post Monday, 01 August 2022.
f. It may be further noted that in case the tax on dividend is deducted at a higher rate in absence of receipt of the
aforementioned details/documents, there would still be an option available with the shareholder to file the return of
income and claim an appropriate refund, if eligible. No claim shall lie against the Company for such taxes deducted.
Jinal J. Shah
Company Secretary and
Compliance Officer
Mumbai
25 May 2022
Registered Office:
Nesco Center,
Western Express Highway,
Goregaon (East), Mumbai – 400063.
CIN No. – L17100MH1946PLC004886
Item No. 3
Details of Director seeking re-appointment at the forthcoming annual general meeting pursuant to Regulation 36 of the Listing
Regulations
Particulars Director
Age 84 years
Brief Resume / Profile Mrs. Sudha S. Patel founded Sudha Garments 35 years ago to elevate the
status of Indian textiles and garment design, both globally and locally. She is
also a devoted philanthropist, actively serving as a trustee of Shrujan
Creations, Kutch.
Item No. 4
To ratify remuneration payable to M/s. Y. S. Thakar & Co., Cost Accountants (FRN - 000318), Cost Auditors of the
Company, for the financial year ending 31 March 2023.
The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of
M/s. Y. S. Thakar & Co., Cost Accountants (Firm Registration No. 000318), as the Cost Auditors for audit of the cost records
maintained by the Company for the financial year ending 31 March 2023, at a remuneration not exceeding ` 40,000 (Rupees
Forty Thousand) plus taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the
audit.
The overall remuneration proposed to be paid to the Cost Auditor for the financial year ending 31 March 2023 is commensurate
to the scope of the audit to be carried out by the Cost Auditors. M/s. Y. S. Thakar & Co., Cost Accountants, have confirmed that
they are eligible for appointment pursuant to the applicable provisions of the Cost and Works Accountants Act, 1959.
In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) and/or re-
enactment(s) thereof for the time being in force), the remuneration payable to Cost Auditors is required to be ratified by the
members of the Company.
Accordingly, consent of the members is required for ratification of the remuneration payable to the Cost Auditors as set out in
Item No. 4 of this Notice.
None of the Directors, key managerial personnel or their relatives are concerned or interested in the proposed resolution as set
out in the notice.
Jinal J. Shah
Company Secretary and
Compliance Officer
Mumbai
25 May 2022
Registered Office:
Nesco Center,
Western Express Highway,
Goregaon (East), Mumbai – 400063.
CIN No. – L17100MH1946PLC004886