During the year under review, two meetings of NRC were held on 30th
May, 2022 and 2nd March, 2023. The Nomination and Remuneration Policy of the Company is
available on the website of the Company viz. www.nirma.co.in.
Corporate Social Responsibility Committee
The Company’s Corporate Social Responsibility Committee
("CSR") was comprised of Shri K. K. Patel, as Chairman, Smt. Purviben A.
Pokhariya, Independent Director as member and Shri Hiren K. Patel, Managing Director as
member. The terms of Smt. Purviben A. Pokhariyal as Independent Director of the Company
were completed on 4th March, 2023 and accordingly ceased as member. Shri Kaushikbhai N.
Patel, Independent Director has been appointed as a member of the CSR Committee, effective
from 18th May, 2023.
During the year under review, two meetings of CSR Committee were held
on 16th April, 2022 and 30th May, 2022.
Investment Committee
The Board has constituted "Investment Committee of
Directors" comprises of Shri Rakesh K. Patel, Shri Hiren
K. Patel, Shri Shailesh V. Sonara and Shri Kaushikbhai N. Patel
entrusted with clearly de?ned roles and powers with speci?ed limits mainly relating to
borrow / invest funds, to grant / avail loan, to provide security etc.
Three meetings of the Investment Committee were held on 28th June,
2022, 5th July, 2022 and 27th February, 2023 during the year under review.
PERFORMANCE EVALUATION
Pursuant to provisions of the Act and Rules made thereunder, the
NRC has carried out annual evaluation of the performance of the Board, its Committees and
of individual directors ("Evaluation").
The Evaluation was carried out considering the various aspects such as
functioning of the Board and Committees such as structure, independence of judgment,
effective participation, performance, availability and ful?llment of functions assigned to
them.
The Independent Directors of the Company met on 2nd March, 2023, without the attendance
of Non- Independent Directors and members of the management to review the performance of
the Chairman and Managing Director of the Company and to assess the quality, quantity and
timeliness of ?ow of information between the management and the board of directors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act,
read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 is annexed to this Report as
Annexure - I and forms part of this Report.
AUDITOR & AUDITORS’ REPORT
M/s. Rajendra D. Shah & Co., Chartered Accountants (Firm
Registration No. 108363W) were appointed as Auditors of the Company to hold o?ce for ?ve
years from the conclusion of 37th Annual General Meeting ("AGM") held with
respect to the ?nancial year 2017-18 till the conclusion of the 42nd AGM, which was held
on 26th September, 2022.
The Board of Directors of the Company at their meeting held on 10th
August, 2022 on the recommendation of the Audit Committee and the members of the Company
at 42nd AGM have approved the appointment of M/s. Hemanshu Shah & Co., Chartered
Accountants, (Firm registration no. 122439W), Ahmedabad, as the Auditors of the Company in
place of M/s. Rajendra D. Shah & Co., the retiring Auditors, to hold O?ce for a period
of ?ve years from the conclusion of 42nd AGM till the conclusion of the 47th AGM.
The Notes to the ?nancial statements referred in the Auditors’
Report are self-explanatory. There are no quali?cations or reservations or adverse remarks
or disclaimers given by Statutory Auditors of the Company and therefore do not call for
any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the
?nancial statements in this Annual Report.
SECRETARIAL AUDITOR & AUDIT REPORT
In pursuance to the provisions of section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Kashyap
R. Mehta & Associates, Practicing Company Secretaries (Firm Registration No.
S2011GJ166500) was appointed by the Board to undertake the Secretarial Audit of the
Company for the ?nancial year 2022-23. The Secretarial Audit Report is annexed as Annexure
II and forms an integral part of this report. There are no quali?cations, reservations or
adverse remarks given by the Secretarial Auditor in their report.
COST AUDITOR
In pursuance to provisions of section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the cost
audit records maintained by the Company are required to be audited by the Cost Auditor.
The resolution pertaining to remuneration payable to the Cost Auditors
as may be approved by the Board, shall forms part of the notice convening the Annual
General Meeting for rati?cation by members as required under the Act and rules made
thereunder.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act read with the applicable Rules
framed thereunder, the Annual Return for the year ended 31st March 2023 can be accessed on
the Company’s website www.nirma.co.in.
PARTICULARS OF EMPLOYEES
As per the provisions of the Act, your Company is not listed
Company, since only debt securities of the Company are listed. The disclosure as required
under section 197 (12) of the Act, read with Rules 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 pertaining to particulars of employees
and remuneration are not applicable to the Company for the year under review.
SECRETARIAL STANDARD
During the year 2022-23, the Company has complied with the all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
VIGIL MECHANISM
The Company has in place Vigil Mechanism cum Whistle Blower Policy
in compliance with the provisions of the Act and Regulations under SEBI LODR and SEBI
(Prohibition of Insider Trading) Regulations, 2015, for the directors and employees to
report their genuine concern or grievances, to freely communicate concerns about illegal
or unethical practices and to report instances of leak of unpublished price sensitive
information. Vigil Mechanism cum Whistle Blower Policy is available on the Company’s
website. The mechanism provides for adequate safeguards against victimization of employees
and Directors who use such mechanism and makes provision for direct access to the
management or to the Chairman of Audit Committee in exceptional cases.
No complaint was reported under said mechanism during the year 2022-23.
In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committees have
been set up by the Company to redress any complaints received related to sexual harassment
of women at the workplace. No complaint was reported during the year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
In pursuance to the provisions of section 186 of the Act,
particulars of Loans given, Investments made and Guarantees given or security provided,
are given in the notes to Financial Statements.
RELATED PARTY TRANSANCTIONS
All related party transactions entered into during the ?nancial
year were on an arm’s length basis. No material related party transactions as
prescribed in Section 188(1) of the Act read with Rule 15(3) of the Companies (Meetings of
Board and its Powers) Rules, 2014 were entered in to during the year, and hence disclosure
in Form AOC-2 is not applicable. The Audit Committee has granted its prior Omnibus
approval on a yearly basis for the related party transactions which are foreseeable and
repetitive in nature, within the limits authorized by the Board. Other Related Party
Transactions were placed before the Audit Committee for review & approval and also
before the Board for approval, wherever required.
The Audit Committee and the Board on a quarterly basis has reviewed and
noted the statement giving details of all related party transactions during the year
2022-23. The related party transactions as are required under Indian Accounting
Standard-24 are set out in the notes to the ?nancial statements.
RISK MANAGEMENT & INTERNAL CONTROL
The Company has in place a Risk Management Framework promoting a
proactive approach in identifying, evaluating, reporting and resolving risks associated
with the business. The framework is instrumental for prioritization of risks to be
monitored to cover all the functions and internal risk factors, as a systematic approach
to control the risk. The functional head identi?es the probable risks in their area of
operation, which are assessed, analyzed for its root cause and criticality of their impact
and after deliberation mitigation steps with action plan and responsibility are rolled
out.
Your Company has put in place robust internal control systems
commensurate with its size and scale of operations. Internal control system provides
reasonable assurance on the effectiveness of its ?nancial and operational information,
reliability of ?nancial reporting, compliance with applicable accounting standards. The
Company has in place a well-designed data protection system.
The Company has Internal Audit Department, which on regular intervals
test all key controls to ensure that the controls are operating effectively. During the
course of internal audit, control matrix of respective processes is referred and process
walkthrough along with sample testing is done to validate to the controls.
On quarterly basis the head of internal audit department submits
internal audit updates and presents audit observation to the Audit Committee. The Audit
Committee reviews the ?ndings of internal audit and necessary actions are being taken. The
Company has adequately insured its assets against various risks.
CORPORATE SOCIAL RESPONSIBILITY
The CSR activities during the year were under the thrust areas of
promoting education, Girls’ hostel, Rural development, making available safe drinking
water, sanitation, healthcare, animal welfare, ensuring environment sustainability etc.
The annual report on CSR activities for the ?nancial year ended 31st March, 2023 is set
out in Annexure- III and forms an integral part of this report. The CSR Policy of the
Company is available on the website of the Company at www.nirma.co.in.
CONSOLIDATED FINANCIAL STATEMEN T
The Consolidated Financial Statements has been prepared in
accordance with applicable Indian Accounting Standards and forms an integral part of this
Report.
In pursuance to Section 129(3) of the Act, read with rules framed
thereunder and relevant Indian Accounting Standards as applicable, the Company has
prepared its Consolidated Financial Statements with its subsidiaries which form part of
this Annual Report.
DEPOSITS
During the year under review, your Company has not accepted any
Deposit in pursuance to the provisions of Section 73 / 76 of the Act. No amount was
outstanding towards unclaimed deposit as on 31st March, 2023.
However, the Company has received a loan of ? 19.50 crore from relative
of Promoter who are Directors, from time to time during the year @ 8% interest p.a. to
meet the timely business requirements of the Company. They have furnished a declaration in
writing to the effect that the amount was not been given out of funds acquired by them by
borrowing or accepting loan or deposits from others.
GENERAL DISCLOSURES
Your Directors states that during the year under review: