Our Vision to Build a Safer, Smarter, and Sustainable World and your
confidence in ourabilities have propelled us forward. We are committed to nurturing this
relationship and continuing our journey together towards achieving shared goals and
greater successes.
DEAR MEMBERS,
As the Chairman of Nuvoco, I am pleased to address you in the Annual
Report for FY 2023-24. Over the years, we have committed ourselves to developing the
country's infrastructure. Our journey tests our endurance and perseverance, which is
determined by our resilience and determination. Understanding the lessons learned matters
most and will help shape our future.
The global economy faced unparalleled challenges in FY 2023-24,
stemming from geopolitical conflicts. The disruption of major trade routes, particularly
in the Red Sea, led to significant logistical delays, which substantially impacted the
cost and availability of raw materials, ultimately affecting commodity prices globally.
These experiences underscore the critical need for robust and strategic management in the
face of global economic volatility.
India's economic narrative paints a much brighter picture, poised to
continue remarkable progress. The provisional estimates of India's real gross domestic
product (GDP) stood at 8.2% in FY 2023-24 underlining robust momentum in the economy.
The nation's economy continues to exhibit strength fueled by stellar
performances in critical sectors such as mining, manufacturing, and services. Notably, the
Manufacturing PMI reached a 16-year high of 59.1 in March 2024*, marking its 33rd
consecutive month above 50, which indicates an ongoing expansion in the sector.
Despite global economic challenges such as inflation and supply chain
disruptions, India's strong growth trajectory stands out positively. Additionally,
proactive economic reforms and strategic trade partnerships are strengthening India's
position as a key global player, attracting significant foreign investment and
strengthening the economy.
The Government of India continues to prioritise the infrastructure
sector, which plays a critical role in the country's economic framework. Investments in
infrastructure drive economic growth by enhancing the quality of life and improving
multi-modal connectivity.
With a government-led initiative, India's infrastructure development
has experienced a notable increase, with total investments reaching '23 lakh crore from FY
2021-22 to FY 2023-24. The Interim Union Budget for FY 2024-25 has further increased the
infrastructure budget by 11.11%, totalling '11.11 lakh crore. A considerable portion of
this budget, nearly 40%, is dedicated to enhancing roads, highways, air and rail
infrastructure. This commitment is supported by various government schemes such as the
Sagarmala Pariyojana, focusing on port infrastructure, Bharatmala Pariyojana (road
connectivity), and UDAN (airline routes), among others.
consistent growth, particularly in the tile adhesive category, and
remain committed to introducing innovative products that enhance the customer experience.
In FY 2023-24, we managed our cost levers exceptionally well. Notable
reductions in operational expenses, coupled with robust EBITDA growth, underscore our
operational efficiency and dedication to cost optimisation. By focusing on strategic
levers like eliminating raw material losses, optimising inventories, and reducing power
and fuel costs, we significantly improved our processes and achieved substantial cost
savings. We remain dedicated to this journey, eagerly anticipating further opportunities
to foster and enhance efficiency.
I would now like to highlight our Company's steadfast focus on
sustainability, a crucial element of today's business landscape in India and globally.
Aligned with India's ambition to achieve net-zero emissions by 2070,
In FY 2023-24, the Company made significant strides in sustainability
efforts with a reduction in carbon emissions to 457 kg CO2 per tonne of
cementitious materials, reaffirming our position amongst the industry leaders in low
carbon emissions.
we have proactively aligned our operations to contribute to a
sustainable future.
Our cement-to-clinker ratio (C/K) of 1.76 continues to set an industry
standard, significantly surpassing national and global averages. The Alternate Fuel Rate
(AFR) mix saw an impressive improvement while there has been a significant increase in the
solar power capacity of the Company. Additionally, we have shown a substantial reduction
in freshwater consumption in FY 2023-24. These efforts demonstrate our commitment to
environmental stewardship and mark significant progress towards a sustainable future.
Shifting focus from our business initiatives, I'm delighted to share
our role as a socially responsible entity. Our Company has consistently contributed
responsibly and sustainably to the communities where we operate. Committed to enhancing
#CSStart#
#DRStart#
BOARD'S REPORT
To,
The Members of
Nuvoco Vistas Corporation Limited (the "Company")
The Directors present their 25th Annual Report (3rd
Integrated Annual Report) on the performance of the Company along with the Audited
Financial Statements for the financial year ended March 31,2024.
FINANCIAL HIGHLIGHTS
t? in rr> c~ )
| Particulars |
Standalone |
Consolidated |
|
FY 2023-24 FY 2022-23 |
FY 2023-24 FY 2022-23 |
| Income |
|
|
|
|
| Revenue from operations |
8,939.23 |
8,581.52 |
10,732.89 |
10,586.17 |
| Other income |
119.97 |
97.79 |
33.49 |
13.21 |
| Total Income |
9,059.20 |
8,679.31 |
10,766.38 |
10,599.38 |
| Earnings before Interest, Tax, Depreciation &
Amortisation |
1,219.64 |
917.29 |
1,657.20 |
1,223.59 |
| Total Expenses |
8,851.30 |
8,811.54 |
10,560.45 |
10,838.82 |
| Profit / (Loss) before exceptional item and tax |
207.90 |
(132.23) |
205.93 |
(239.44) |
| Exceptional item |
- |
238.22 |
- |
405.80 |
| Profit/(Loss) before tax |
207.90 |
(370.45) |
205.93 |
(645.24) |
| Tax expenses |
54.87 |
(460.62) |
58.56 |
(661.10) |
| Profit after tax |
153.03 |
90.17 |
147.37 |
15.86 |
| Other comprehensive income |
|
|
|
|
| Items that will not be reclassified to Profit or Loss: |
|
|
|
|
| Re-measurements gains/ (losses) of defined benefit plans |
(3.37) |
0.82 |
(4.50) |
2.17 |
| Income tax related to above |
1.18 |
(0.29) |
1.57 |
(0.29) |
| Total(A) |
(2.19) |
0.53 |
(2.93) |
1.88 |
| Items that will be reclassified to Profit or Loss: |
|
|
|
|
| Net change in fair value of derivatives designated as cash
flow hedges |
0.12 |
0.05 |
0.12 |
0.05 |
| Income tax related to above |
(0.04) |
(0.02) |
(0.04) |
(0.02) |
| Total(B) |
0.08 |
0.03 |
0.08 |
0.03 |
| Other comprehensive income for the year (A+B) |
(2.11) |
0.56 |
(2.85) |
1.91 |
| Total comprehensive income for the year |
150.92 |
90.73 |
144.52 |
17.77 |
INTEGRATED ANNUAL REPORT
The Company has voluntarily published 3rd Integrated Annual
Report for FY 2023-24 demonstrating its focus on Corporate Governance, compliances and
transparent reporting practices.
DIVIDEND
The Company has not declared dividend for FY 2023-24. DIVIDEND
DISTRIBUTION POLICY
In accordance with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the
Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is
available on the Company's website at www.nuvoco.com/Policies/ DividendDistribution-Policy
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of the
total comprehensive income of '150.92 crores for FY 2023-24 in the Retained Earnings.
PERFORMANCE REVIEW Consolidated
The revenue from operations for FY 2023-24 increased to '10,732.89
crores from '10,586.17 crores in the previous year. The Earnings before Interest, Tax,
Depreciation and Amortisation ("EBITDA") stood at '1,657.20 crores; an increase
of 35.44% as compared to '1,223.59 crores earned in the previous year. This increase was
mainly on account of lower fuel cost (coal and pet coke) and cost reduction measures taken
by the Company as compared to previous year. The total comprehensive income for the year
was '144.52 crores as compared to '17.77 crores in the previous year.
Cement of 18,841 KT was produced in FY 2023-24 as against 18,782 KT in
the previous year. Clinker production increased to 10,477 KT as against 10,397 KT in the
previous year. Cement sales volume was 18,773 KT as against 18,803 KT in the previous
year.
Standalone
The revenue from operations for FY 2023-24 increased to '8,939.23
crores from '8,581.52 crores in the previous year. EBIDTA stood at '1,219.64 crores; an
increase of 32.96% as
Marketing Initiatives
In FY 2023-24, the Company launched several strategic initiatives to
broaden its market presence and enhance customer service. These efforts included impactful
marketing campaigns such as "Seedhi Baat Hai, Duragurad Khaas Hai,"
"Concreto - Naam hi Kaafi Hai" and "Sabse Khaas Sarpanch." Moreover,
the debut of "Duraguard F2F" in Jharkhand highlighted Nuvoco's dedication to
innovation and superior service. Additionally, there was a significant overhaul in the
branding framework, with all product packaging now prominently featuring Mother Brand
Nuvoco in the front, symbolising unified commitment to excellence. Concreto - Naam hi
Kaafi Hai Campaign
The Company announced its collaboration with the legendary superstar,
Prosenjit Chatterjee, for his cinematic marvel, "Dawshom Awbotaar". This unique
partnership of Concreto Cement's Naam Tai Joteshto campaign with Prosenjit Chatterjee
highlights the similarities between the two. Just as the actor's name is synonymous with
brilliance in the entertainment world, Concreto's name is synonymous with excellence in
the cement industry. The film made a significant impact on Bengali cinema, reflecting the
superior quality and premium standards that Concreto Cement brings to the construction
sector.
Seedhi Baat Hai, Duragurad Khaas Hai Campaign
The latest Brand Campaign - "Seedhi Baat Hai, Duraguard Khaas
Hai" has been exclusively designed to promote the entire range of Duraguard Cement.
The campaign has already taken off in the key markets of Rajasthan, Haryana, Gujarat,
Madhya Pradesh, Uttar Pradesh, Punjab and Chhattisgarh. The Company has strategically
amplified its presence through diverse content across print, radio, TV, social media,
blogs and more.
Sabse Khaas Sarpanch - Brand Activation Campaign The Company launched
an interactive brand activation called "Sabse Khaas Sarpanch" under the
Duraguard brand campaign "Seedhi Baat Hai, Duragurad Khaas Hai". This unique
activation is a celebration and acknowledgment of the efforts of the most exceptional
Sarpanch (Village Head) in West Madhya Pradesh. The platform allows the Sarpanch to share
impactful stories of their contributions to village development, highlighting their
remarkable initiatives. The Company believes that this campaign will help strengthen its
position in the market and elevate its brand. This campaign involved 360? promotion
across digital, radio and personal outreach to create awareness and encourage Sarpanches
to submit entries showcasing their village improvement work. The campaign involves
extensive event amplification across print and digital media.
Ready-Mix Concrete ("RMX")
With 58 (fifty eight) plants across India as on March 31, 2024, the
Company is one of the leading industry players in the RMX industry. As a preferred
partner, it provides concrete solutions to developers, small contractors, builders,
architects and individual home builders at large.
The Company's product portfolio includes Concreto (Performance
concrete), Artiste (Decorative concrete), InstaMix (Ready-to-use Bagged Concrete), X-Con
(M20 to M60 grade), and Ecodure (Special green concrete).
The Company launched 7 (seven) RMX plants in FY 2023-24, bringing the
total number of RMX plants in the network to 58 (fifty eight). The new plants commissioned
in FY 2023-24 are at Kandivali (Mumbai), Nerul (Mumbai), Pune, Patna, Vizag, Medchal
(Hyderabad) and Coimbatore.
Some of the notable landmark projects concluded in FY 2023-24 were New
Cricket stadium at Nadhwara (Udaipur), Presidential
House Extension (New Delhi), CAPFIMS (AIIMS) Hospital (New Delhi),
Flooring solution-Patna Planetarium (Taramandal), Vizag Airport, Chennai Metro, HPCL
Refinery Vizag and Oncology Chamber of Wockhardt Hospitals (Rajkot).
The Company launched 2 (two) new products under RMX category - Artiste
Flooring Solution and Instamix Superior Column Concrete.
Artiste Flooring Solution
The Company launched Artiste Industrial Craft Flooring Concrete
Solution that redefines the conventional approach to flooring. It's applications ranges
from Manufacturing Facilities to Warehouses & Distribution Centers, Parking and Podium
areas to Cold Storage units, and even Exhibition & Convention Centers, Data Centers,
and Office Spaces.
InstaMix Superior Column Concrete - A Revolutionary Solution for
Effortless Column Construction
The Company introduced the revolutionary product, InstaMix Superior
Column Concrete. This specialised concrete solution is meticulously designed for column
construction, aiming to address the persistent challenges faced by developers and
contractors. The product's unique formula provides an extended workability duration of up
to four hours, effectively clearing the challenges faced during column construction.
InstaMix Superior Column Concrete provides a remarkable advantage of early deshuttering of
cast columns. Unlike OPC concrete with standard mix design, which often demands 7 to 14
days for de-shuttering of cast columns, InstaMix paves the way for early de-shuttering
within just 12 to 16 hours, attaining a strength of up to 6 MPa, depending on weather
conditions. This ensures ease of pouring and sets a new standard for efficiency during
construction. Modern Building Materials ("MBM")
The Company's MBM business serves as a pivotal distinguishing factor
for the Company. Under the Brand name Zero M the Company markets and sells varied range of
products namely Construction Chemicals, Multipurpose Bonding and Waterproofing Agents,
Wall Putty, Tile Adhesive, Ready-Mix Dry Plaster and Cover Blocks for different
construction application.
Zero M provides a complete portfolio for tiling solutions comprising of
Tile Adhesive, Tile Grout and Tile Cleaner. It represents a ONE-STOP-SHOP proposition for
all tile and stone fixing projects, exceeding industry standards and ensuring precise and
efficient applications.
The Company is continuously innovating formulations at its own research
centre to deliver best-in-class quality that meets customer requirements. It's versatile
product range offers a seamless user experience, superior quality, and excellent customer
service. The Company's products are recently approved by CPWD-Raipur, Chhattisgarh for
usage in construction activities.
The Company is confident that Zero M Franchisee will revolutionise the
tile and stone fixing experience, elevating standards and instilling confidence in all of
its endeavours. Unifying Brand Identity
The strategic decision to standardise the Company's packaging was
driven by a vision to harmonise the diverse brand identities within Cement, RMX, and MBM
businesses under a Mother Brand. The Company proudly introduced the unifying element
"NUVOCO" prominently displayed on the packaging of all its brands. This
initiative serves to firmly align the Company brand with its sub-brands, fortifying the
prominence of NUVOCO Mother Brand and ensuring enduring brand resonance for years to come.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial
position of the Company, subsequent to close of FY 2023-24 till the date of this Board's
Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, no significant and material orders were
passed by the Regulators or Courts or Tribunals impacting the going concern status of the
Company and its future operations.
Ongoing Cement Cartelisation Case
In August 2016, the Competition Commission of India ("CCI")
passed an Order levying a penalty of '490 crores on the Company in connection with a
complaint filed by the Builders Association of India against leading cement companies
(including the Company) for alleged violation of certain provisions of the Competition
Act, 2002. The Company had filed an appeal against the Order before the Competition
Appellate Tribunal ("COMPAT"). The COMPAT had passed an interim order directing
the Company to pre-deposit 10% of the penalty amount and granted stay on the remaining 90%
of the penalty amount subject to the condition that in case appeal is finally decided
against the Company, then Company shall be liable to pay interest of 12% p.a. on the said
90% penalty amount stayed pursuant to the interim order.
The pre-deposit of 10% of the penalty amount was accordingly made
pursuant to the Orders of COMPAT. The COMPAT was replaced by the National Company Law
Appellate Tribunal ("NCLAT") effective May 26, 2017, and NCLAT vide its judgment
dated July 25, 2018, dismissed the Company's appeal and upheld the CCI's order. Against
the above judgment of NCLAT, the Company appealed before the Hon'ble Supreme Court, and
vide its order dated October 05, 2018, the Hon'ble Supreme Court admitted the appeal of
the Company and directed continuation of the interim order as originally passed by the
COMPAT.
The Company under the Share Purchase Agreement ("SPA") is
indemnified by erstwhile promoter group for loss arising from claims/ demands in case
penalty is upheld by Hon'ble Supreme Court. However, the erstwhile promoter has disputed
their obligation towards indemnification of any amount including interest beyond the cap
of '490 crores. Hon'ble Delhi High Court vide its order dated December 06, 2021, preserved
the liberty of the Company to invoke appropriate legal recourse in case such a need arises
in future in the event of a dispute in relation to SPA to claim any consequential interest
demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty
demand before Hon'ble Supreme Court.
FINANCE
Consolidated
The cash flows from operations were positive '1,592.54 crores in FY
2023-24 (FY 2022-23 '1,711.40 crores). Spend on capex was '581.38 crores in FY 2023-24 (FY
2022-23 '486.33 crores). The borrowing of the Company as at March 31, 2024 stood at
'4,137.03 crores (as at March 31, 2023 '4,617.70 crores). Cash and bank balances stood at
'106.98 crores (as at March 31,2023 '203.15 crores). The Net Debt to Equity stood at 0.45
times (as at March 31,2023 0.50 times).
Standalone
The cash flows from operations were positive '1,048.28 crores in FY
2023-24 (FY 2022-23 '1,022.96 crores). Spend on capex was '416.28 crores in FY 2023-24 (FY
2022-23 '352.69 crores).
The borrowing of the Company as at March 31, 2024 stood at '2,915.13
crores (as at March 31, 2023 '3,199.54 crores). Cash and bank balances stood at '85.37
crores (as at March 31,2023 '180.25 crores). The Net Debt to Equity stood at 0.31 times
(as at March 31,2023 0.34 times).
CREDIT RATING
The Company has obtained ratings from CRISIL Ratings Limited
("CRISIL") and India Ratings and Research Private Limited ("Ind-Ra")
and there has been no revision in credit ratings, during the year under review.
The Company's credit rating denotes a high degree of safety regarding
timely servicing of financial obligations. The Company has received the following credit
ratings for its long term and short term credit Bank Loan facilities, Commercial Papers
and Non-Convertible Debentures from CRISIL and Ind-Ra:
| Rating Agency |
Instrument/Facility |
Rating |
| CRISIL Ratings |
Bank Loan Facilities (Long Term) |
CRISIL AA/Stable |
| Limited |
Bank Loan Facilities (Short Term) |
CRISIL A1 + |
|
Non-Convertible Debentures |
CRISIL AA/ Stable |
|
Non-Convertible Debentures (Perpetual) |
CRISIL AA-/ Stable |
|
Commercial Papers |
CRISILA1 + |
| India Ratings and Research |
Bank Loan Facilities (Long Term/Short Term) |
IND AA/Positive/ IND A1 + |
| Private Limited |
Non-Convertible Debentures (Perpetual) |
IND AA-/ Positive |
|
Commercial Papers |
INDA1 + |
SHARE CAPITAL
During the year under review, there was no change in the Authorised,
Issued, Subscribed and Paid-up Share Capital of the Company.
As at March 31, 2024, the Authorised Share Capital of the Company was
'88,01,11,00,000/- divided into 7,80,11,10,000 equity shares having face value of '10/-
each and 1,00,00,00,000 preference shares having face value of '10/- each and the Issued,
Subscribed and Paid-up Share Capital of the Company was '3,57,15,61,530/- divided into
35,71,56,153 equity shares having face value of '10/- each.
DEBENTURES
During the year under review, the Company had redeemed Secured, Listed,
Redeemable and Rated Non-Convertible Debentures aggregating '500 crores on September 25,
2023.
As on March 31, 2024, Secured, Listed, Redeemable and Rated
Non-Convertible Debentures aggregating '350 crores and Unsecured, Listed, Redeemable and
Rated Non-Convertible Debentures aggregating '600 crores were outstanding.
All the NCDs aggregating '950 crores are listed on the Wholesale Debt
Market segment of The National Stock Exchange of India Limited.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements and transparency in all its
dealings and places high emphasis on business ethics.
As per Regulation 34 read with Schedule V of the Listing Regulations, a
separate report on Corporate Governance together with a certificate from M/s. Parikh &
Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance
of conditions of Corporate Governance as stipulated under the Listing Regulations, forms
part of this Integrated Annual Report.
EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW Re-appointment of
Independent Director
Mr. Achal Bakeri (DIN: 00397573) completed his first term of 3 (three)
consecutive years as an Independent Director of the Company on April 07, 2024.
Based on the recommendation of the Nomination and Remuneration
Committee and the Board of Directors and after taking into account the performance
evaluation of Mr. Achal Bakeri during his first term and considering his knowledge,
acumen, expertise, experience in his field, his substantial contribution and requisite
skills sets & expertise possessed by him, the Members of the Company on April 01,2024,
by way of a Special Resolution passed through Postal Ballot, approved the re-appointment
of Mr. Achal Bakeri as an Independent Director of the Company, for a second term of 5
(five) consecutive years commencing from April 07, 2024 upto April 06, 2029, not liable to
retire by rotation.
BOARD OF DIRECTORS Retirement by Rotation
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Hiren Patel (DIN: 00145149), Non-Executive
Director (Chairman) of the Company, retires by rotation and being eligible, has offered
himself for re-appointment.
The Resolution seeking Member's approval for his re-appointment along
with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the
Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 25th
Annual General Meeting (the "AGM"). Re-appointment of Managing Director
At the 24th AGM of the Company held on July 26, 2023, the
Members of the Company had approved appointment of Mr. Jayakumar Krishnaswamy (DIN:
02099219) for a further period of 5 (five) years commencing from September 17, 2023 till
September 16, 2028.
Appointment of Independent Director
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company had appointed Mr. Shishir Desai (DIN:
01453410) as an Additional Non-Executive Independent Director with effect from August 16,
2023, subject to approval of the Members of the Company.
The Members of the Company on October 17, 2023, by way of a Special
Resolution passed through Postal Ballot, approved appointment of Mr. Shishir Desai as a
Non-Executive Independent Director for a term upto 5 (five) consecutive years i.e. from
August 16, 2023 upto August 15, 2028, not liable to retire by rotation.
Resignation of Independent Director
Mr. Berjis Desai (DIN: 00153675) had resigned from the position of the
Non-Executive, Independent Director of the Company w.e.f. August 17, 2023, and he
confirmed that there were no material reasons for his resignation. The Board placed on
record its sincere appreciation for the valuable contribution and guidance rendered by
him.
Declaration by Independent Directors
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of
Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. The Board of Directors
of the Company have taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct. There has been no change in the circumstances
affecting their status as Independent Directors of the Company.
The Board of Directors of the Company are of the opinion that the
Independent Directors of the Company are leading professionals with high level of
expertise and rich experience across a wide spectrum of functional areas such as
leadership/ operational, business & industry and strategy planning, financial &
risk management expertise, corporate governance, research & development, innovation
and sustainability, human resource development. They hold high standards of integrity and
are independent of the management.
The Company has received confirmation from the Independent Directors of
the Company regarding the registration of their names in the databank maintained by the
Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. Familiarisation Programme for Independent
Directors
Details of Familiarisation Programme for the Independent Directors of
the Company are provided separately in the Corporate Governance Report, which forms part
of this Integrated Annual Report.
Board Committees
As on March 31, 2024, the Board has following Committees according to
their respective roles and defined scope:
• Audit Committee;
• Nomination and Remuneration Committee;
• Corporate Social Responsibility Committee;
• Stakeholders Relationship Committee; and
• Risk Management Committee.
During the year under review, there were no instances of nonacceptance
of any recommendation of the Committees of the Company by the Board of Directors.
The Audit Committee, Nomination and Remuneration Committee and
Corporate Social Responsibility Committee were re-constituted during the year under
review. The details of composition of the Board and its Committees, number of meetings
held, attendance of Board and Committees Members at such meetings, including Committees
terms of reference are provided in the Corporate Governance Report, which forms part of
this Integrated Annual Report.
The composition and terms of reference of all the Committees of the
Company are in line with the provisions of the Act and the Listing Regulations.
Number of Board Meetings
During the year under review, 6 (six) Board Meetings were convened and
held, the details of which are provided in
the Corporate Governance Report, which forms part of this Integrated
Annual Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Act and the Listing Regulations.
BOARD EVALUATION
The Company has devised a framework for performance evaluation of the
Board, its Committees and individual Directors in compliance with the provisions of
Sections 134 and 178 of the Act, Regulation 17(10) of the Listing Regulations and the
Nomination and Remuneration Policy of the Company.
The Board carried out evaluation of its own performance and that of its
Committees and individual Directors. The performance evaluation of Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
performance of the Chairman of the Board was also reviewed, taking into account the views
of the Executive, Non-Executive and Independent Directors.
The criteria for performance evaluation of the Board included aspects
such as Board composition and structure, effectiveness of Board processes, contribution in
the corporate strategy etc. The individual evaluation is based on criteria which inter
alia includes, competency, knowledge of the industry, attendance and preparedness for the
meetings, contribution at meetings and role in the Committees.
Structured questionnaires were circulated to the Directors for
providing feedback on functioning of the Board, Committees and the Chairman of the Board
and the areas of improvement for enhancing the effectiveness. Based on the inputs
received, action plans are drawn up in consultation with the Directors.
In a separate meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance of the Board as a whole including
the Chairman of the Board taking into account the views of Executive Director and
Non-Executive Directors and assessed the quality, quantity and timelines of flow of
information between the management of the Company and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
The Independent Directors of the Company were satisfied with the
overall functioning of the Board and its various Committees, which displayed a high level
of commitment and engagement and appreciated the high standards of corporate governance,
timely reporting and complete transparency of information of the Company.
KEY MANAGERIAL PERSONNEL ("KMP")
As at March 31, 2024, in terms of the provisions of Section 2(51) and
Section 203 of the Act, following are the KMP of the Company:
- Mr. Jayakumar Krishnaswamy, Managing Director;
- Mr. Maneesh Agrawal, Chief Financial Officer;
- Ms. Madhumita Basu, Sales and Business Development, Cement (North)
and Marketing; and
- Ms. Shruta Sanghavi, Company Secretary. REMUNERATION POLICY
The Company has in place a Policy on the appointment and remuneration
for Directors and Senior Management Personnel, including criteria for determining
qualifications, independence of a Director and other related matters, in accordance with
the provisions of Section 178 of the Act and the Rules framed thereunder and Regulation 19
of the Listing Regulations. The said Policy is available on the Company's website at
www.nuvoco.com/Policies/Remuneration-Policy-for-Directors-
KMP-and-other-Employees.
The salient features of the said Policy are set out in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
BOARD DIVERSITY
The Company recognises and embraces the importance of a diverse Board
in its success. The Company believes that a truly diverse Board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical backgrounds, age, ethnicity, race and gender which will help the Company
retain competitive advantage. The Policy on the Diversity of the Board of Directors
adopted by the Board sets out its approach to diversity.
WHISTLEBLOWER POLICY AND VIGIL MECHANISM
The Company has adopted a Vigil Mechanism and Whistleblower Policy (the
"Policy") and established the necessary vigil mechanism, which is in line with
the provisions of Section 177 of the Act and Regulation 22(1) of the Listing Regulations.
Pursuant to the Policy, the Whistleblower can raise concerns relating to Reportable
Matters (as defined in the Policy) such as general malpractice/unethical and improper
practices and events, which have taken place/ reasonable apprehension involving: (a) Abuse
of authority; (b) Breach of contract; (c) Negligence causing substantial and specific
danger to public health and safety; (d) Manipulation of the Company's data/records; (e)
Financial irregularities, including fraud or suspected fraud or deficiencies in internal
control and check, or deliberate error in preparations of financial statements, or
misrepresentation of financial reports; (f) Any unlawful act; whether criminal/ civil; (g)
Pilferage of confidential/ propriety information; (h) Deliberate violation of
law/regulation; (i) Bribery or corruption; (j) Harassment; (k) Retaliation; (l) Breach of
IT security and data privacy; (m) Social media misuse; (n) Wastage/misappropriation of
Company's funds/ assets; (o) Taking kickbacks/seeking bribes, forgery, misuse of the
Company's resources, etc; (p) Breach of Company's policies or failure to implement or
comply with any existing policies of the Company, as notified from time to time, by or
against the Directors and employees, etc.
Further, the mechanism adopted by the Company encourages the
Whistleblower to disclose the Reportable Matters to the Whistle Officer who in turn
reports the matter to the Ethics and Compliance Committee for further action. The Policy
sets out a detailed mechanism of investigation and also provides for adequate safeguards
against retaliation and victimisation of the Whistleblower, who avails of such mechanism
and also provides for direct access to the Chairman of the Audit Committee, in appropriate
or exceptional cases. The Audit Committee supervises the development and implementation of
the Policy, including the work of the Ethics and Compliance Committee. Co-ordination of
the investigation of any serious Protected Disclosures concerning the alleged violation of
laws or regulations is the responsibility of the Audit Committee. During the year under
review, the Company had received 6 (six) complaints under the Policy, which were resolved
expeditiously. There were no pending complaints at the end of the year.
It is affirmed that no personnel of the Company has been denied access
to the Ethics and Compliance Committee and Audit Committee.
The Policy is available on the Company's website at www.nuvoco.
com/Policies/Vigil Mechanism and Whistle Blower Policy.
RISK MANAGEMENT
The Company has a Business Risk Management framework in place to
identify, evaluate business risks and opportunities. This framework focuses to assess
risks to the achievement of business objectives and to deploy mitigation measures.
The framework has been established across the organisation and is
designed to identify, assess and frame a response to threats including fraud risk that
affect the achievement of its objectives. The Company's management systems, organisational
structures, processes, standards, code of conduct and behaviours together govern how the
Company conducts its business and manages associated risks.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal financial control systems of the Company are commensurate with
its size and the nature of its operations. The Company's internal control systems include
policies and procedures, IT systems, delegation of authority, segregation of duties,
internal audit, and review framework, etc. Clearly defined roles and responsibilities have
been institutionalised and systems and procedures are periodically reviewed to keep pace
with the growing size and complexity of the Company's operations. Controls were tested
during the year under review and no reportable material weakness in the operations or in
the design were observed. These controls are periodically reviewed to ensure that they
remain updated to the change in environment.
The internal financial controls have been laid down and the management
believes that the same are commensurate with the nature and size of its business. Based on
the framework of internal financial controls, work performed by the internal, statutory
and external consultants, including audit of internal financial controls over financial
reporting by the Statutory Auditors and the reviews performed by the Management and the
Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during FY 2023-24 for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy, optimal utilisation of resources and completeness of accounting records and
timely preparation of reliable financial disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year under review, as
stipulated under the Listing Regulations, forms part of this Integrated Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has always been committed to sustainable development;
pursuing a Corporate Social Responsibility ("CSR") strategy that combines
industrial know-how with performance, value creation, respect for communities & local
cultures, and environmental protection, as well as conservation of natural resources and
energy and involving partnership with nearby communities to bring about a meaningful
change to improve their quality of life and thus creating shared values both for nearby
communities and the Company. Through the 5 (five) pillars of the CSR Policy, namely
Sangrahit Bharat (Natural Resource Management), Swasth Bharat (Health), Shikshit Bharat
(Education), Saksham Bharat (Livelihood and Skill Development) and Sanrachit Bharat (Rural
Infrastructure Development), the Company continues to foster a safe and responsible
environment for sustained development.
The Annual Report on CSR activities for FY 2023-24 is annexed as
Annexure 1 to this Board's Report. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms part of this Integrated Annual
Report.
The CSR policy is available on the Company's website at
www.nuvoco.com/Policies/CSR-Policy.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for FY 2023-24 are
prepared in compliance with the applicable provisions of the Act and as stipulated under
Regulation 33 of the Listing Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies (Indian Accounting Standards) Rules,
2015, as amended. The Audited Consolidated Financial Statements together with the
Auditor's Report thereon, forms part of this Integrated Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements of the Company along with relevant
documents and the Financial Statements of NVL are available on the Company's website at
www.nuvoco.com/performance-highlights.
Any Member desirous of obtaining copies of the Financial Statements of
NVL may write an e-mail to investor.relations@nuvoco.com upto the date of the ensuing AGM.
HOLDING, SUBSIDIARY AND JOINT VENTURE
As on March 31, 2024, Niyogi Enterprise Private Limited is the Holding
Company. The Company has 1 (one) unlisted material wholly owned subsidiary, viz. NU Vista
Limited, 1 (one) joint venture, viz. Wardha Vaalley Coal Field Private Limited.
A statement containing the salient features of the Financial
Statements, including the performance and financial position of the Joint Venture and NVL
as per the provisions of the Act, is provided in the prescribed Form AOC-1, which is
annexed as Annexure 2 to this Board's Report.
The Company has in place a Policy for determining Material Subsidiary.
The Policy is available on the Company's website at www.nuvoco.com/Policies/Policy for
Determination of Material Subsidiary.
RELATED PARTY TRANSACTIONS
All Related Party Transactions ("RPTs") entered into by the
Company during the year under review were on an arm's length basis and in the ordinary
course of business. All RPTs were reviewed and approved by the Audit Committee. An omnibus
approval was obtained for the RPTs which were repetitive in nature and not foreseen. All
RPTs entered pursuant to the omnibus approval so granted were placed before the Audit
Committee on a quarterly basis for its review.
During FY 2023-24, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions of the Company.
The Company's major RPTs were generally with its unlisted material
wholly owned subsidiary, NVL.
There were no material significant RPTs which could have a potential
conflict with the interest of the Company at large. Also, there were no RPTs under the
scope of Section 188(1) of the Act. Accordingly, the disclosure of RPTs as required under
the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2023-24 and hence does not form part of this Board's Report.
The Policy is available on the Company's website at www.nuvoco.
com/Policies/Policy On Materiality of RPT & Dealing With RPTs.
In terms of Regulation 23 of the Listing Regulations, the Company
submits the details of RPTs to the Stock Exchanges on a half-yearly basis.
The details of RPTs that were entered into during FY 2023-24 are given
in the Notes forming part of the Standalone Financial Statements, which forms part of this
Integrated Annual Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
Details of Loans, Securities and Investments covered under the
provisions of Section 186 of the Act read with the Rules framed thereunder are given in
the Notes forming part of the Standalone Financial Statements, which forms part of this
Integrated Annual Report.
AUDITORS AND THEIR REPORT Statutory Auditors
At the 23rd AGM held on August 05, 2022, M/s. M S K A &
Associates, Chartered Accountants (Firm Registration Number 105047W) ("M S K A")
were re-appointed as Statutory Auditors of the Company for a second term of 5 (five)
consecutive years to hold office from conclusion of 23rd AGM until the
conclusion of 28th AGM to be held in the year 2027.
Pursuant to Sections 139 and 141 of the Act and Rules framed
thereunder, M S K A have confirmed that they are not disqualified from continuing as
Statutory Auditors of the Company and have furnished a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India as required under
Regulation 33 of the Listing Regulations.
The Notes on Financial Statements referred to in the Auditors' Reports
are self-explanatory and do not call for any further comments. The Auditors' Reports do
not contain any qualifications, reservations, adverse remarks or disclaimers.
Cost Auditors
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit
of its cost records conducted by a Cost Accountant and accordingly, it has made and
maintained such cost accounts and records.
M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Firm Registration
Number 000611) ("D. C. Dave & Co.") have conducted the audit of cost records
maintained by the Company for FY 2023-24. The Board at its meeting held on April 30, 2024,
based on the recommendation of the Audit Committee have appointed D. C. Dave & Co. as
the Cost Auditors of the Company for FY 2024-25 under Section 148 and other applicable
provisions of the Act.
In accordance with the provisions of Section 148(3) of the Act read
with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit)
Rules, 2014, a resolution seeking ratification of the remuneration payable to D. C. Dave
& Co., for FY 2024-25 has been incorporated in the Notice of the ensuing AGM for
approval by the Members.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Rules
framed thereunder, the Board had appointed M/s. Parikh & Associates, Practising
Company Secretaries (Firm Registration Number P1988MH009800) ("Parikh &
Associates"), to conduct Secretarial Audit of the Company for FY 2023-24. The Report
of the Secretarial Auditors in Form MR-3 for FY 2023-24 is annexed as Annexure 3 to this
Board's Report.
Further, pursuant to Regulation 24A of the Listing Regulations, the
Secretarial Audit Report of NVL, an unlisted material wholly owned subsidiary of the
Company in terms of Regulation 16(1 )(c) of the Listing Regulations, submitted by Parikh
& Associates is also annexed as Annexure 3A to this Board's Report.
In terms of Regulation 24A of the Listing Regulations, the Company has
obtained Secretarial Compliance Report for FY 2023-24 from Parikh & Associates.
The Secretarial Audit Reports and Secretarial Compliance Report do not
contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Act and Rules framed
thereunder, Parikh & Associates, have been appointed as Secretarial Auditors of the
Company to conduct the Secretarial Audit for FY 2024-25.
Reporting of Fraud
During the year under review, the Statutory, Cost and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Act.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
as Annexure 4 to this Board's Report.
In terms of provisions of Section 197(12) of the Act read with Rule
5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing particulars of employees, forms part of this Board's
Report. In accordance with the provisions of Section 136 of the Act, this Integrated
Annual Report and the Audited Financial Statements are being sent to the Members and
others entitled thereto, excluding the aforesaid statement. The said statement is
available for inspection electronically by the Members of the Company. Any Member
interested in obtaining a copy thereof may write an e-mail to the Company Secretary at
investor.relations@nuvoco.com.
HEALTH AND SAFETY ("H&S")
At Nuvoco, safety is non-negotiable tenant. The Company prioritises the
well-being of its employees, contractors and neighbouring communities. The Company's
manufacturing plants and mines have received 25+ prestigious awards for steadfast
dedication to safety excellence in FY 2023-24. These accolades, bestowed by esteemed
organisations such as the Confederation of Indian Industry ("CII"), Indian
Chambers of Commerce ("ICC"), OHSSAI Foundation, and Directorate General of
Mines Safety ("DGMS"), highlight the Company's relentless efforts in fostering a
safety culture, pioneering innovative safety initiatives, and achieving commendable
advancements in safety standards.
The Company maintains its commitment to ensuring a safe and healthy
working environment for all its employees. This is monitored through Lost Time Injury
frequency rate ("LTIFR"), which is measured as the number of lost-time injuries
per million hours worked during a single financial year. The LTIFR was under control in FY
2023-24. The focus areas in FY 2023-24 were:
a. Training and Awareness;
b. Focus on Safety Performance Indicators;
c. Project Safety Measures; and
d. Safety Campaign
a. Training and Awareness
Safety policy, rules and guidelines are the guiding principles for
ensuring the safety and well-being of the employees, workers and all stakeholders. The
Company is committed to adhering to these standards through various training and awareness
programmes for maintaining a safe workplace. The Company conducts regular training
sessions for its employees on various safety topics like Work at Heights
("WAH"), Lifting and Rigging, Confined Space Entry ("CSE"), Defensive
Driving Training ("DDT"), Electrical safety, etc. In FY 2023-24, the Company
dedicated approximately 226,000 man-hours to safety training. Additionally, safety
awareness campaigns are conducted throughout the year to promote a culture of safety among
workforces.
b. Focus on safety Performance Indicators
Safety leading indicators like unsafe act, unsafe condition, near-miss
etc. reported in in-house developed STARS (SHE Tracking Analysis and Reporting System)
were thoroughly investigated, and appropriate corrective and preventive actions were
implemented to prevent recurrences. In FY 2023-24, leading indicator reporting increased
by 14% with respect to FY 2022-23.
In FY 2023- 24, analysis of incidents recorded revealed that most
injuries occurred due to low-risk routine activities and road-related incidents,
highlighting the need for enhanced safety measures in these areas. The Company have
planned appropriate actions to prevent recurrence in FY 2024-25.
c. Project Safety Measures
To enhance the focus on safe project execution amid multiple ongoing
projects, a Safety Observation and Resolution Procedure ("SORP") was introduced
as a supplement to the existing safety management systems. SORP ensures that any high-risk
observations made are promptly addressed and resolved on the same day of their recording.
The Company have well established process of Design Safety Review ("DSR") &
Pre-Startup Safety Review ("PSSR"), which has reduced chances of hiccups during
commissioning and initial start-up. The Company has commissioned Haryana Cement Plant -
Grinding Unit expansion project & 7 (seven) RMX project plants without any Loss Time
Injury ("LTI").
d. Safety Campaign
The Company conducts monthly safety drives focused on various themes,
identified through safety leading & lagging incident analysis. These theme-based
monthly safety programs were centrally planned and communicated across all manufacturing
plants and offices to ensure a unified system and process to achieve excellence in H&S
performance.
In FY 2023-24, the following events were organised in line with
national level safety events:
1. Fire Safety month from April 01,2023 to April 30, 2023;
2. Road Safety month from January 01,2024 to January 31,2024;
3. HSE month from February 15, 2024 to March 15, 2024; and
4. National Safety week from March 04, 2024 to March 10, 2024.
The Safety month theme for FY 2023-24 was "PRACTICE SAFETY,
KNOWING IS NOT ENOUGH". During this period, the Company emphasised on instilling
safety norms not only within worksites but also on roads and at home, aiming to embed
safety practices as a habitual part across the organisation.
Additionally, the Company actively collaborated with stakeholders,
spanning local communities, regulatory authorities, and industry associations, to enhance
safety awareness and foster a shared dedication to safety.
Key achievement in FY 2023-24:
• Leading Indicators reporting increased by 4.5 times in
nonmanufacturing compared to FY 2022-23;
• Safety Leadership Development Programme ("SLDP")
training for all levels of the employees;
• Fire & AFR guideline rollout;
• Journey Route Management ("JRM") has been implemented
in entire sales and business development;
• Cross Function Safety audit conducted in RMX plants;
• Tracking of Vehicle Tracking System ("VTS")/ Global
Positioning System ("GPS") including engagement with transporter & driver
has resulted in 47% reduction in the Transit Mixer ("TM") violation;
• Reduced rework during execution through Design Safety Reviews at
Nimbol Cement Plant project, Haryana Cement Plant project and 7 (seven) RMX projects;
• Pre-startup safety review helped in safe and smooth
commissioning of Nimbol Cement Plant project, Haryana Cement Plant project & 7 (seven)
RMX projects.
HUMAN RESOURCES
Nuvoco prioritises employee connection, engagement and development to
foster a safe, engaging and productive workplace. Recognising people as the greatest
asset, various initiatives are implemented to elevate the employee experience, such as
digital expense management solutions, AI-driven assessment tools for entry-level
recruitment, seamless onboarding, world-class learning platforms, and comprehensive
wellness programs.
The Company is committed to developing young talent, hiring fresh
graduates and embracing diversity to build a sustainable organisation. The talent
assessment system, the Organisation and Human Resource (Talent Review)
("O&HR") process, is established to identify employee potential and serves
as the cornerstone for talent development, succession planning and career growth. The
Company's dedication to capacity building and learning is evident from the substantial
increase in learning hours. Nearly 96% of employees have participated in Nuvoco's diverse
learning programs, averaging over 30 hours of selfdevelopment per employee.
Health and Safety: Safety is a non-negotiable tenet of Nuvoco's vision,
and care is one of the core values. Ensuring the well-being of employees is a priority and
a commitment from Management. The Compa ny has introduced a comprehensive wellness program
focusing on both physical and mental health, developed in partnership with health experts.
Furthermore, the 'ZERO HARM' philosophy underscores the Company's commitment to health,
safety and the environment. Stringent safety protocols are integrated into operations with
on-site resident doctors providing regular check-ups and tailored care. In FY 2023-24, the
Company extended extensive medical insurance coverage
for employees and their families, supported by annual health
assessments and discounted rates for extended family members.
Employee Engagement: The Company ensures the satisfaction and
engagement of its diverse workforce, which is paramount to its success. The Company
launched the dynamic spot recognition program, Nu Smiles, that promotes peer-to-peer
recognition through the digital HR platform, the Nuvoco Employee Self-Service Tool
("NEST"). Additionally, initiatives like Rewards and Recognitions, including the
Nuvoco Edge Awards, celebrate the outstanding contributions of employees and foster a
culture of excellence within the organisation. In FY 2023-24, the launch of Nuvoco's
Travel Expense Portal ("NuTEP"), the digital expense management solution, aimed
to enhance the employee experience by offering real-time tracking, faster approvals, and
seamless reimbursements. Additionally, the Company conducts the NuView - Employee
Engagement Survey biennially, with the assistance of an external partner. This survey has
yielded notable enhancements, culminating in an overall Employee Engagement score of 81%.
Learning and Development: To democratise learning, create a
future-ready workforce, and foster a culture of continuous learning, the Company invests
in its employees' professional development through on-the-job and specialised training
opportunities. Introductions of digital learning platforms like the Nuvoco University and
the Manufacturing and Sales Academy cater to the diverse workforce's learning needs.
Collaborations with esteemed institutions such as IIT Madras and LinkedIn Learning ensure
that employees stay abreast of industry trends. The Company is enhancing its capabilities
to gamify virtual learning activities to further enrich the employee learning experience.
Integration of digital learning platforms with virtual and classroom trainings underscores
the Company's commitment to making learning a USP at Nuvoco.
Employee Lifecycle and Growth: The Company's commitment to the
identification and cultivation of the talent has remained resolute. In FY 2023-24, the
Company introduced the Employee Value Proposition ("EVP") - "Enabling You
to be Future-Ready," initiative. This program aims to boost employee engagement,
foster a supportive environment conducive to personal and professional
growth, mitigate attrition rates, and propel organisational success.
Industrial Relations: The industrial relations situation remained
positive, with continuous support from unions and employees in achieving optimum
production and promoting a safety culture. The plant HR teams have fostered a strong sense
of community, ensuring cordial relationships between white and blue-collar workers.
These initiatives are dedicated to the welfare of the employees,
nurturing a culture of ongoing learning and advancement, and presenting avenues for career
development and growth, all while upholding the unwavering commitment to fostering
inclusivity and fairness within the organisation.
INFORMATION TECHNOLOGY
Nuvoco has made a significant progress in its Digital Transformation
journey through its Accelerator program called DEN II (Digitally Enabled Nuvoco).
In FY 2023-24, four major Projects were kicked off under DEN II: (i)
Master Data Harmonisation across Nuvoco;
(ii) Unification of two independent SAP instances to have single SAP
instance with common processes, harmonised data and common interfaces; (iii) Technical
upgrade of SAP S/4HANA to the latest version 2023; and (iv) A major initiative of
implementation of Customer and Vendor portals, aimed at providing stakeholders with
relevant information anytime & anywhere, assuring a secure data access.
During the year under review, the Company has been proactive in
implementing impactful IT initiatives. These efforts were aimed towards enhancing
efficiency, automating processes, and delivering exceptional customer service. The key
highlights are as under:
Unification of SAP Instances: The Company has successfully merged two
separate SAP instances of NVCL and NVL into a single cohesive system & processes,
resulting in several benefits. Unified SAP instances also have enhanced functionalities of
production planning, cross sourcing and product costing. Master data management is now
more efficient and consistent, reporting formats are standardised across the Company, and
users enjoy a seamless experience with single sign-on access to multiple applications.
Reverse Bidding Engine: During the year under review, the Company has
introduced a reverse bidding engine specifically for freight management at Nimbol Cement
Plant resulting in cost-effectiveness and operational efficiency. Encouraged by this
success, the Company has also replicated the model at Chittor Cement Plant.
Travel and Expense Management Portal: To make the travel and expense
management more user friendly NuTEP based on 'HAPPAY' solution was launched. This new
system facilitates easy workfiow-based bill submission using OCR via mobile and ensures
faster expense reimbursements. Furthermore, it streamlines the accounting and
administrative processes related to travel, enabling more control with smart audit,
efficient management and facilitating data-driven decisions for improved operational
efficiency.
A successful disaster recovery drill for the SAP application was
conducted to safeguard business continuity in the event of any disaster. The primary data
centre is hosted at Tier 4 data centre near Mumbai and secondary data centre hosted at
Amravati in different seismic zone ensuring high availability. Enterprise information
landscape is secured with multilayer security and
continuous monitoring mechanism while keeping performance intact.
The Company had rolled out the Nuvo Connect (Intranet portal) fostering
a connected workplace by providing easy access to Company news, collaborative tools that
enhance teamwork, productivity, and overall employee experience. Additionally, it also
provides a central repository for all internal circulars and policies, all on a single
platform. The Information Security team places a strong emphasis on safeguarding the
organisation's intellectual property and data, prioritising their protection. Artificial
Intelligence and Machine Learning Ecosystem: The Company's focus on Artificial
Intelligence ("AI") and Machine Learning ("ML") aims to create an
ecosystem for process automation across all the plants. The pilot projects undertaken
includes:
• Development of a dashboard optimising WHRS and kiln operations
for maximum output.
• Launch of AI project that determines best fuel combinations
based on factors like moisture content, cost and other essential parameters.
Customer Service and IT Service Management: The Company's commitment to
customer service is demonstrated through the deployment of the IT Service Management tool
NuvoDesk. This tool enables the users to easily log tickets, track progress, and ensure
adherence to Service Level Agreements ("SLAs"). Additionally, the Company has
prioritised security by undertaking the implementation of secure SD WAN for providing
secure connectivity to all plant and major office location. The integration of IP 21 as a
Distributed Control System ("DCS") provides real-time visibility and process
optimisation, enhancing overall plant reliability. The Company has also introduced a
workfiow-based system for project approvals, simplifying new project development and
ensuring efficient decision-making.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of
the Act and Rules framed thereunder, is annexed as Annexure 5 to this Board's Report.
ENVIRONMENT AND SUSTAINABILITY
Sustainability is not just a commitment, it is a cornerstone of
Nuvoco's operations, deeply ingrained in its core values and guiding principles. As the
Company strives to build a Safer, Smarter, and Sustainable World, its relentless pursuit
of sustainability underscores every facet of its business.
The journey towards sustainability at Nuvoco has crafted and presented
a steadfast commitment to its Protect Our Planet ("POP") agenda. Overseen
rigorously by the Executive Committee members and the Managing Director, the program
recognises the environment's impact and promotes initiatives that can make positive
contributions from the building materials industry to reduce the carbon footprint. Through
a comprehensive Materiality Assessment for sustainability conducted in the previous
financial year, the following key focus areas had been identified that drives the
sustainability agenda:
1. Decarbonisation;
2. Water Management;
3. Circular Economy; and
4. Biodiversity
Progress Highlights:
Under the umbrella of POP program, Nuvoco has initiated several
cross-functional projects, each with well-defined timelines and
targets, aimed at addressing the critical sustainability themes.
The overview of progress is as under:
1. Decarbonisation:
In the relentless pursuit of decarbonisation, Nuvoco has set ambitious
targets to reduce its carbon emissions intensity year-on-year. Through strategic
investments in green and alternate energy sources, including WHRS, Alternate fuels and
Solar Power Plants, Nuvoco has significantly decreased its carbon footprint. Moreover, the
Company has maximised operational efficiency by harnessing waste heat generated by the
facilities as an alternative energy source, reintegrating this energy into processes
resulting in decreased dependency on grid power, thus reducing scope 2 emissions. The
emission intensity has dropped from 462 kg CO2 to 457 kg CO2 per
tonne of cementitious material. Additionally, the emission intensity for Concrete has
decreased to 2.64 kg CO2 per cubic meter from 2.89 kg CO2 per cubic
meter.
Sustainable Product Mix:
While the focus remains on maintaining a sustainable product mix,
market dynamics have led to adjustments in Cement-to-Clinker ("C/K") ratio.
Despite a slight decrease, Nuvoco continues to promote eco-friendly cement options and
explore avenues for continuous improvement. Notably, 10 (ten) additional RMX plants have
received GreenPro certification in the financial year, bringing the total to 16 (sixteen).
Meanwhile, the C/K ratio for FY 2023-24 stood at 1.76.
2. Water Management:
Nuvoco's commitment to responsible water management is evident in its
efforts to reduce processed water intensity and optimise overall water use. By conducting
internal water audits, implementing water budgeting strategies, and enhancing rainwater
harvesting capacity, the Company has made significant strides towards sustainable water
practices. The processed water intensity in the cement and clinker manufacturing process
has reduced by ~11%, from 58 litres per tonne to 52 litres per tonne of cementitious
material (tcm), which was achieved through a comprehensive Plan Do Check Act
("PDCA") cycle and internal water audits, while freshwater consumption reduced
from 0.25 KL/cum to 0.24 KL/cum i.e. by 4% for RMX. Nuvoco has also successfully started
Nu Aqua Zero Debris Recycling plants at 2 (two) RMX plants in Goa for water reduction with
a plan in place for gradual installation in the rest.
3. Circular Economy:
In line with circular economy initiatives, Nuvoco has surpassed
Extended Producer Responsibility ("EPR") obligations, processing significant
quantities of Refuse- Derived Fuel ("RDF") and plastic waste. This commitment is
further evidenced by increased utilisation of alternative raw materials and construction
and demolition waste in the Company's products, highlighting dedication to resource
efficiency. Specifically, the Company processed 59 KT of RDF and 1.2 KT of plastic.
Additionally, the utilisation of alternative raw materials in RMX plants has expanded from
5 (five) plants to 16 (sixteen) plants. With a cumulative use of 47 KT of alternate raw
materials, including construction and demolition waste, as a replacement for fine sand.
The Company has embraced the co-processing of AFR in all its integrated
cement plants. Additionally, the Company promotes the use of recycled plastic packaging,
as evidenced by the production of 79.4 lakhs bags made from recycled polypropylene in FY
2023-24.
4. Biodiversity:
Nuvoco's efforts to preserve biodiversity include comprehensive carbon
sequestration studies and extensive afforestation endeavours, as witnessed by planting
over ~1,19,000 trees in and around the facilities, contributing to the conservation of
native fiora and fauna.
Recognition:
Nuvoco's dedication to sustainability has garnered recognition through
various awards and accolades, which serve as a testament to the team's collective efforts
and strive for even greater heights. Notable recognitions include: a 5-star rating from
the Indian Bureau of Mines for Sonadih Cement Plant for implementing sustainable
development practices, Environment Excellence Award (Gold Category) 1 each from CII &
ICC for the Risda Cement plant, and a National Award for Excellence in Energy Management
from CII at Panagarh Cement Plant. The RMX business has been recognised for excellence in
sustainability from QCFI, Hyderabad & Harit Bharat Award from Realty+ media group,
further solidifying its commitment to environmental stewardship.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted zero tolerance for sexual harassment at
workplace and has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). As per the requirements of POSH Act and Rules framed
thereunder, the Company has formed Internal Complaints Committee ("ICC") to
redress and resolve any complaint pertaining to sexual harassment at the workplace. During
the year under review, the ICC received 1 (one) complaint, which was dealt in line with
the POSH Policy and disposed off. The Company has submitted its annual report on the cases
of sexual harassment at workplace pursuant to Section 21 of the POSH Act and Rules framed
thereunder.
26 (twenty six) Training/Awareness programmes were conducted for
educating and creating awareness about the sensitivity for ensuring safe and secured
workplace.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a)
of the Act and Rules framed thereunder, the Annual Return as on March 31,2024 is available
on the Company's website at www.nuvoco.com/annual-reports.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act,
the Board, to the best of their knowledge and ability, confirm that -
a) in the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards have been followed and that
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 the Company as at March 31,2024
and of the profit for the financial year ended March 31,2024;
c) proper and sufficient care has been taken for the 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 fraud and other irregularities;
d) the annual accounts have been prepared on a "going
concern" basis;
e) proper internal financial controls to be followed by the Company
have been laid down and that such internal financial controls are adequate and operating
effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report disclosing initiatives taken by the
Company from an environmental, social and governance perspective, forms part of this
Integrated Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company is in compliance with applicable Secretarial Standards i.e.
SS-1 and SS-2 relating to "Meeting of the Board of Directors" and "General
Meetings" respectively issued by the Institute of Company Secretaries of India.
OTHER DISCLOSURES
• There has been no change in the nature of business of the
Company which impacted the financial position during the year under review;
• The Managing Director has not received any remuneration or
commission from NVL;
• There was no revision in the Financial Statements;
• The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable;
• The Company has not accepted any deposits from the public
falling within the meaning of the provisions of Sections 73 and 76 of the Act and the
Rules framed thereunder;
• The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise;
• The Company has not issued any sweat equity shares to its
Directors or employees;
• There are no shares lying in the demat suspense account or
unclaimed suspense account;
• No application has been made or any proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from
time to time.
• The Company was identified as a Large Corporate pursuant to
Chapter XII of SEBI Master Circular for issue and listing of Non-convertible Securities,
Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial
Paper ("Master Circular"). Pursuant to the provisions of the said Master
Circular, the Company was required to raise 25% of its incremental borrowings made during
the financial year by way of issuance of debt securities over a contiguous block of three
years.
The Company had availed term loan facility from banks aggregating '750
crores in H1 FY 2023-24, out of which '600 crores were drawn as per the requirement till
March, 2024. Pursuant to the Master Circular, the Company had next two years (i.e. FY
2024-25 and FY 2025-26) for ensuring compliance (i.e. raising fund through issuance of
debt securities to the extent of 25% of incremental borrowing during FY 2023-24). However,
SEBI vide circular SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023
("New Circular"), amended the framework of Large Corporates and provided that
the Large Corporates shall endeavour to comply with the requirement of raising 25% of
their incremental borrowings done during FY 2023-24 by way of issuance of debt securities
till March 31, 2024. However, there was no requirement of further borrowing over and above
'750 crores as mentioned above in H2 FY 2023-24.
The above disclosure is being made pursuant to paragraph 7.3 of the New
Circular.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors appreciate the hard work, dedication, and commitment of
all its employees of the Company. The Directors extend their sincere gratitude to the
shareholders, government and regulatory authorities, banks, financial institutions, rating
agencies, stock exchanges, depositories, auditors, legal counsels, consultants, debenture
holders, debenture trustee, customers, vendors, business partners, suppliers,
distributors, communities in the neighbourhood of the Company's operations and other
stakeholders for their continuous support and the confidence they have placed in the
Management.
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ("CSR")
ACTIVITIES
[Pursuant to the provisions of Section 135 of the Companies Act, 2013
(the "Act") read with the Companies (Corporate Social Responsibility) Rules,
2014, as amended]
1. Brief outline on CSR Policy of the Company:
The Company is committed towards sustainable development, pursuing a
strategy that combines industrial know-how wi performance, value creation, respect for
community and local cultures, environmental protection and the conservation of natu
resources and energy and involving partnership with nearby communities to bring about a
meaningful change to improve th quality of life and thus creating shared value both for
nearby communities and the Company. The Company's CSR objectives a aligned to United
Nations Sustainable Development Goals (UN SDGs).
The themes of CSR activities and programs are:
a. Sangrahit Bharat - Natural Resource Management
b. Shikshit Bharat - Education
c. Swasth Bharat - Health
d. Saksham Bharat - Livelihood and Skill Development
e. Sanrachit Bharat - Rural Infrastructure Development
2. Composition of CSR Committee:
| Sr. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held
during the year |
Number of meetings of CSR Committee
attended during the year |
| 1 |
Mr. Berjis Desai - Chairman* |
Independent Director |
2 |
1 |
| 2 |
Mrs. Bhavna Doshi - Chairperson** |
Independent Director |
2 |
1 |
| 3 |
Mr. Kaushikbhai Patel - Member |
Non-Executive Director |
2 |
2 |
| 4 |
Mr. Jayakumar Krishnaswamy - Member |
Managing Director |
2 |
2 |
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:
Composition of CSR Committee: www.nuvoco.com/committee/CSR Committee
CSR Policy: www.nuvoco.com/Policies/CSR- Policy CSR Programs: www.nuvoco.com/social
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule(3) of Rule 8, if
applicable:
Not Applicable. However, on voluntary basis the Company has carried out
Impact Assessment for 3 (three) of its programs viz. Samriddhi, TARA and Nuvo Mason. The
report is available on the website of the Company at - www.nuvoco.com/social
5. (a) Average net profit of the Company as per Section 135(5): 750.52
crores
(b) Two percent of average net profit of the Company as per Section
135(5): 71.01 crores
(c) Surplus arising out of the CSR projects or programs or activities
of the previous Financial Years: Nil
(d) Amount required to be set off for the Financial Year, if any: 70.68
crores
(e) Total CSR obligation for the Financial Year (b+c-d): 70.33 crores
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): 73.57 crores
(b) Amount spent in Administrative Overheads: 70.13 crores
(c) Amount spent on Impact Assessment, if applicable: 70.08 crores
(d) Total amount spent for the Financial Year (a+b+c): 73.78 crores
(e) CSR amount spent or unspent for the Financial Year:
| Total Amount spent for the Financial Year (in 7) |
Amount Unspent (in 7) |
|
|
|
|
Total Amount transferred to Unspent CSR Account as per
Section 135(6) |
Amount transferred to any fund specified under Schedule VII
as per second proviso to Section 135(5) |
|
|
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
| Date of transfer |
|
|
|
|
| 3.78 crores |
Not Applicable |
|
|
|
(f) Excess amount for set off, if any: (Please refer the foot note
below the table)
| Sr. No. Particular |
Amount (? in crores) |
| (i) Two percent of average net profit of the Company as per
Section 135(5) |
1.01 |
| (ii) Total amount spent for the Financial Year |
3.78 |
| (iii) Excess amount spent for the Financial Year [(ii)-(i)] |
3.45 |
| (iv) Surplus arising out of the CSR projects or programs or
activities of the previous Financial Years, if any |
Nil |
| (v) Amount available for set off in succeeding Financial
Years [(iii)-(iv)] |
3.45 |
Note: Two percent of average net profit of the Company as per Section
135(5) was '1.01 crores for FY 2023-24, however, excess CSR expenditure of '0.68 crores of
FY 2022-23 was set off in FY 2023-24. Accordingly, the obligation under Section 135(5) for
FY 2023-24, after setting off the excess CSR expenditure of FY 2022-23 was '0.33 crores,
as specified in point 5(e) above. Against the said obligation of '0.33 crores the actual
amount spent under CSR expenditure in FY 2023-24 was '3.78 crores, resulting in an excess
spent of '3.45 crores.
7. Details of Unspent CSR amount for the preceding three Financial
Years:
| Sr. No. |
Preceding Financial Year(s) |
Amount transferred to Unspent CSR Account under |
Balance Amount in Unspent CSR Account under |
Amount spent in the Financial Year (in ?) |
Amount transferred to a fund specified under Schedule VII as
per second proviso to Section 135(5), if any |
Amount remaining to be spent in succeeding Financial |
Deficiency, if any |
|
|
|
Section 135 (6)(in ?) |
Section 135 (6)(in ?) |
|
Amount (in ?) |
Date of transfer |
Years (in ?) |
|
| Not Applicable |
|
|
|
|
|
|
|
|
8. Whether any capital assets have been created or acquired through CSR
amount spent in the Financial Year: No
If Yes, enter the number of capital assets created/ acquired: Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through CSR amount spent in the Financial Year:
| Sr. No. |
Short particulars of the property or
asset(s) [including complete address and location of the property] |
Pincode of the property or asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of entity/authority/beneficiary of
the registered owner |
|
|
|
CSR Registration Number, if
applicable |
| Name |
Registered Address |
|
|
|
|
| Not Applicable |
|
|
|
|
|
9. Specify the reason(s), if the Company has failed to spend two
percent of the average net profit as per Section 135(5):
Not Applicable.
FORM AOC-1
[Pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014]
Statement containing salient features of the financial statement of
Subsidiaries/Associate Companies/Joint Ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with the
amounts for the Financial Year ended March 31,2024)
| Sr. No. Particulars |
Details |
| 1. Name of the subsidiary |
NU Vista Limited |
| 2. The date since when subsidiary was acquired |
July 14, 2020 |
| 3. Reporting period for the subsidiary concerned, if
different from the holding company's reporting period |
- |
| 4. Reporting currency and Exchange rate as on the last date
of the relevant Financial year in the case of foreign subsidiaries |
- |
| 5. Share capital |
329.90 |
| 6. Reserves & surplus |
1,279.17 |
| 7. Total Assets |
4,111.19 |
| 8. Total Liabilities |
4,111.19 |
| 9. Investments |
0.78 |
| 10. Turnover |
4,000.82 |
| 11. Profit before tax |
72.45 |
| 12. Tax expenses |
(27.34) |
| 13. Profit after tax |
45.11 |
| 14. Proposed Dividend |
- |
| 15. % of shareholding |
100.00 |
Notes: 1. Names of subsidiaries which are yet to commence operations:
None
2. Names of subsidiaries which have been liquidated or sold during the
year: None
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Associate Companies and Joint Ventures
| Na me of Associates/Joint Ventures |
Wardha Vaalley Coal Field Private Limited |
| 1. Latest audited Balance Sheet date |
March 31,2024 |
| 2. Date on which the Associate or Joint Venture was
associated or acquired |
March 20, 2009 |
| 3. Shares of Associate/Joint Ventures held by the Company on
the year end |
|
| Number of shares |
8,61,300 |
| Amount of Investment in Associates/Joint Venture |
0.86 |
| Extent of Holding % |
19.14 |
| 4. Description of how there is significant influence |
No significant influence, it is a joint
control |
| 5. Reason why the Associate/Joint Venture is not consolidated |
Not Applicable |
| 6. Net worth attributable to shareholding as per latest
audited Balance Sheet |
Nil (Refer Note:1 below) |
| 7. Profit/(Loss) for the year |
|
| i. Considered in Consolidation |
- |
| ii. Not Considered in Consolidation |
Loss of 0.04 (Refer Note: 1 below) |
Note 1: The share of loss amounting to Rs.0.04 crores in Joint Venture
is not considered in consolidation, as the group's interest in Joint Venture has been
reduced to zero and the group does not have any legal or constructive obligations to fund
losses beyond its investment in Joint Venture.
1. Names of Associates or Joint Venture which are yet to commence
operations: None
2. Names of Associates or Joint Venture which have been liquidated or
sold during the year: None
FORM MR-3
#DREnd#
#SARStart#
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED
MARCH 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Nuvoco Vistas Corporation Limited
Equinox Business Park, Tower 3,
East Wing, 4th Floor,
LBS Marg, Kurla (West),
Mumbai - 400 070
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Nuvoco Vistas
Corporation 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 verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company, to the extent the
information provided by the Company, its officers, agents and authorised representatives
during the conduct of Secretarial Audit, the explanations and clarifications given to us
and the representations made by the Management and considering the relaxations granted by
the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby
report that in our opinion, the Company has, during the audit period covering the
Financial Year ended on March 31,2024, generally 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 the books, papers, minute books, forms and returns
filed and other records made available to us and maintained by the Company for the
Financial Year ended on March 31, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the "Act") and the rules made
thereunder;
(ii) The Securities Contract (Regulation) Act, 1956 ("SCRA")
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws 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 (Not applicable to the Company during the
audit period);
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act") as amended from
time to time:
(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
including all notifications, circulars and guidelines issued
thereunder;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and amendments from time to time (Not
applicable to the Company during the audit period);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the
audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(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 (Not applicable to the Company during the audit period);
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 (Not applicable to the Company during the audit period); and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to the Company during the audit period).
/i) Other laws applicable specifically to the Company namely:
1. The Mines and Minerals (Development & Regulation) Act, 1957 and
amendments made thereto;
2. The Mineral Conservation and Development Rules, 201 7;
3. The Mines Act, 1952 with the Mines Rules, 1955 and Metalliferous
Mines Regulations, 1961;
4. The Minerals (other than Atomic and Hydrocarbons Energy Minerals)
Concession Rules, 2016 and amendments made thereto;
5. The Mines Vocational Trainings Rules, 1966;
6. The Mines and Minerals (Contribution to District Mineral Foundation)
Rules, 2015;
7. The Explosives Act, 1884 and Explosives Rules, 2008;
8. The Manufacture, Storage and Import of Hazardous Chemicals Rules,
1989;
9. The Legal Metrology Act, 2009 read with The Legal Metrology
(Packaged Commodities) Rules, 2011 and amendments made thereto;
10. The Factories Act, 1948 and The Factories Rules (State-wise);
11. The Contract Labour (Regulation and Abolition) Act, 1970 and
State-wise Rules;
12. The Industrial Disputes Act, 1947 and State-wise Rules;
13. The Petroleum Act, 1934 and The Petroleum Rules, 2002;
14. Cement Quality Control Order (2003);
15. The Gas Cylinder Rules, 2004;
16. The Environment Protection Act, 1986 and the Environment Protection
Rules, 1986;
17. The Air (Prevention and Control of Pollution) Act, 1 981 ;
18. The Water (Prevention and Control of Pollution) Act, 1974;
19. The Atomic Energy Act, 1962 read with The Atomic Energy (Radiation
Protection) Rules 2004;
20. The Bureau of Indian Standards Act, 2016 read with The Bureau of
Indian Standards (Conformity Assessment) Regulations, 2018;
21. The Indian Boilers Act, 1923 read with The Indian Boiler (Second
Amendment) Regulations, 1950;
22. The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013;
23. The Cigarettes and Other Tobacco Products (Prohibition of
Advertisement and Regulation of Trade and Commerce, Production, Supply and Distribution)
Act, 2003;
24. The Electricity Act, 2003;
25. The Apprentices Act, 1961;
26. The Child and Adolescent Labour (Prohibition and Regulation) Act,
1986;
27. The Employees Compensation Act, 1923 and The Employment Exchanges
(Compulsory Notification of Vacancies) Act, 1959;
28. The Equal Remuneration Act, 1976;
29. The Forest (Conservation) Act, 1980;
30. The Inter-State Migrant Workmen (RoE and CoS) Act, 1979;
31. The Maternity Benefit Act, 1961;
32. The Minimum Wages Act, 1948;
33. The Motor Vehicles Act, 1988;
34. The Payment of Bonus Act, 1965, The Payment of Gratuity Act, 1972,
and The Payment of Wages Act, 1936; and
35. The Public Liability Insurance Act, 1991
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 and General Meetings.
(ii) The Listing Agreements entered into by the Company with the
National Stock Exchange of India Limited and BSE Limited read with the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
During the period under review, the Company has complied with the
provisions of the act, rules, regulations, guidelines, standards, etc. mentioned above.
We further report that:
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 that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for
meetings, 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.
Decisions at the Board Meetings were taken unanimously.
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 the following events
occurred which have a major bearing on the Company's affairs in pursuance of the laws,
rules, regulations, guidelines, standards, etc. referred to above:
1. Redemption of NCDs - 7.25% Secured, Redeemable, Listed, Rated NCDs
of '500 crores having ISIN INE118D07179 were redeemed during the year on September 25,
2023.
2. During the year under review, Commercial Papers of '1,100 crores
were issued and redeemed.
3. Conversion of loan into equity - The Board of Directors of the
Company at their Meeting held on March 22, 2024, had approved the conversion of unsecured
loan and accrued interest thereon totalling to '1,229.50 crores outstanding as on that
date, receivable from its unlisted Material Wholly Owned Subsidiary, NU Vista Limited
("NVL"), into 8,78,21,277 equity share of face value of '10/- each at a fair
value of '140/- per equity share. After settling the balance (fractional) amount of the
unsecured loan, the equity shares were allotted by NVL to the Company on March 22, 2024.
The Company continues to hold 100% of the paid-up equity share capital of NVL and the
above new equity shares rank pari passu with the existing equity shares of NVL.
To,
The Members,
Nuvoco Vistas Corporation Limited
Equinox Business Park, Tower 3,
East Wing, 4th Floor,
LBS Marg, Kurla (West),
Mumbai - 400 070
Our report of even date is to be read along with this letter.
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 for our 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, rules and regulations and happening of events etc.
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 procedure 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.
MANAGEMENT DISCUSSION AND ANALYSIS
INDIAN ECONOMIC OVERVIEW
As per the provisional estimates, the Indian economy has registered a
GDP growth rate of 8.2% in FY 2023-24, up from 7.0% in FY 2022-23. This robust growth is
likely to have been driven by enhanced performance across key sectors, including mining
and quarrying, manufacturing, and select areas of the services sector. The resilience
demonstrated by the Indian economy can be accredited to increased public sector
investment, a strong financial sector, and significant growth in non-food credit.
India is currently the fifth-largest economy in the world and is
expected to continue to clock the highest GDP growth rate amongst the top five economies
in the foreseeable future. India witnessed several pivotal developments throughout FY
202324 that significantly reinforced foreign investor confidence. As a result of some
progressive government reforms and the growing investor confidence in India's growth
story, the capital markets hit new highs with Nifty 50 index generating a return of 30.08%
in FY 2023-24.
In the last three months of FY 2023-24, India witnessed a substantial
increase in foreign investments in Government bonds, reflecting enhanced global confidence
in its economic prospects. As per the latest figures available on May 31, 2024, India's
foreign exchange reserves hit an all-time high of USD 651.5 billion driven by strong
services exports and significant remittance inflows.
(Source: https://rbi.org.in/Scripts/BS_ViewBulletin.aspx?Id=22646)
Growth of the Indian Economy
|
FY 2019-20 |
FY 2020-21 |
FY 2021-22 |
FY 2022-23 |
FY 2023-24 (E) |
| Real GDP Growth (%) |
3.7 |
(6.6) |
8.7 |
7.0 |
8.2 |
E: Estimated
(Source:h ttps://p ib.gov.in/PressReleseDetailm.
aspx?PRID=2022323#:~:text=The%20growth%20rate%20
in%20Real,a%20growth%20rate%20of%209.6%25.)
The Government's economic policy agenda has been centred on
revitalising India's growth potential. This involves strengthening the financial sector,
streamlining business conditions to spur economic activity, and substantially enhancing
both physical and digital infrastructure to bolster connectivity and thereby boost the
manufacturing sector's competitiveness. In line with this vision, the Government
implemented a range of economic reforms to foster a business-friendly environment, enhance
ease of living, and fortify governance systems and processes.
The growth rate of sectors such as financial services, real estate, and
professional services is estimated at a robust 8.4% in FY 2023-24. Although this marks a
slight decrease from the 9.1% growth rate in FY 2022-23, it still reflects the strength
and resilience of these sectors amidst ongoing economic reforms and improvements. Besides,
the manufacturing sector's gross value-added growth was estimated at 9.9% in FY 2023-24
from (2.2)% in FY 2022-23. The construction gross value-added growth was estimated at 9.9%
in FY 2023-24, on top of the 9.4% recorded in FY 2022-23. The public administration,
defense and other services sector's gross value added was estimated at 7.8% in FY 2023-24
as against 8.9% in FY 2022-23.
The biggest component of services (trade, hotels, transport, and
communication) was estimated at a growth rate of 6.4% in FY 2023-24 as against 12% in FY
2022-23. These developments overall suggest a robust economic environment conducive to
both domestic and international investments.
(Source: https://pib.gov.in/PressReleseDetailm.aspx?PRID=2022323
#:~:text=Key%20Highlights%3A,%25%20in%20FY%20 2022%2D23.)
The agriculture, livestock, forestry and fishing sector were estimated
at a growth rate of 1.4% in FY 2023-24, marking a seven-year low due to poor Kharif
harvest and weak initial sowing of Rabi crops. The annual rate of inflation based on all
India Wholesale Price Index (WPI) number is 1.26% (Provisional) for the month of April,
2024 (over April, 2023). Positive rate of inflation in April, 2024 was primarily due to
increase in prices of food articles, electricity, crude petroleum & natural gas,
machinery & equipment and other manufacturing sectors. This was also among the key
factors contributing to higher profitability of Indian corporates amidst sharply lower
input costs in FY 2023-24. India's Consumer Price Index (CPI) inflation eased to 4.85% in
March 2024 versus 5.09% in February 2024. The Government aims to moderate the CPI
inflation and align it to a specified target on a durable basis for the best interest rate
of the economy.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID= 2020521
#:~:text=The%20rate%20of%20inflation%20 based,5.52%25%20in%20April%2C%202024.)
India has made significant strides in improving its infrastructure in
recent years. The Government has spent ?23 lakh crores on infrastructure over the
three-year period from FY 2021-22 to FY 2023-24. The infrastructure focus is apparent as
the capital spending to GDP ratio has almost doubled to 3.2% of GDP in FY 2023-24 from
1.6% of GDP in FY 2018-19. A significant focus was directed towards building roads,
highways, and railways, with almost 40% of total capital spending allocated to these
sectors through Government schemes such as Sagarmala Pariyojana, Bharatmala Pariyojana,
and UDAN, among others. In the Interim Union Budget 2024-25, the Indian Government
increased the infrastructure outlay by 11.11% from ?10 lakh crores to ?11.11 lakh crores,
aimed at aligning the target of containing the fiscal deficit within the 4.5% threshold by
FY 2025-26. The Government is planning to revisit various schemes such as FAME and Smart
Cities Mission.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=
2010223#:~:text=The%20growth%20rate%20of%20GDP,growth%20 rate%20of%209.1 %20percent)
INDUSTRY OVERVIEW Cement Industry
India is the world's second-largest cement market, after China,
contributing 8% of the global installed capacity. The country's rapid urbanisation,
expanding middle class income, and increasing demand for affordable housing, alongside
developments in construction and infrastructure, are poised to fuel growth in the cement
sector. India's abundant limestone deposits, distributed across the nation and
characterised by both quantity and quality, position the cement industry for substantial
growth opportunities.
(Source: https://www.ibef.org/industry/cement-india)
In FY 2023-24, the sector's total capacity stood at 325-330 million
tonnes per annum. The demand for cement is expected to grow by 7-8% during FY 2024-25,
fuelled by a strong government push towards affordable housing and pre-election spending
on infrastructure. Driven by increasing demand from the infrastructure and housing
sectors, the industry is projected to expand capacity by 150-160 million tonnes between FY
2024-25 and FY 2027-28.
The Indian Government is focused on infrastructure development to spur
economic growth and aims for full infrastructure coverage to establish smart cities.
Additionally, the Government plans to increase railway capacity and enhance handling and
storage facilities to improve cement transfer efficiency and reduce transportation costs.
These measures are expected to boost construction activity across the country, further
increasing the demand for cement in the coming years.
(Source: https://www.crisilratings.com/en/home/newsroom/press-
releases/2023/09/cement-demand-seen-up-10-12percent-this- hscal-on-infra-spending.html)
The cement industry tends to cluster around areas abundant in limestone
deposits, aligning with the markets they serve. This clustering creates a regionalised and
fragmented landscape within the industry. The Indian market is segmented into the key
markets of Northern, Southern, Eastern, Central, and Western India. The eastern states of
India represent emerging markets for cement companies, poised to enhance their financial
performance significantly in the future. Over the next decade, India is positioned to
become a leading exporter of clinker and grey cement to the Middle East, Africa, and other
developing regions. The attractive profit margins and consistent demand are also expected
to draw numerous foreign entrants into the Indian cement market.
GROWTH DRIVERS
Rapid Urbanisation: India is undergoing rapid urbanisation, driving the
demand for infrastructure and construction projects. By CY 2030, India's urban population
is expected to reach 600 million people. In response to this growing demand, the
Government extended the PMAY scheme until December 31, 2024, to achieve the targeted
housing objectives in both rural and urban projects.
Government Investment in Infrastructure: The Indian Government has been
investing heavily in infrastructure development, including roads, bridges, airports and
other projects. The average annual budgetary allocation of the Ministry of Road Transport
& Highways (MoRTH) has increased by 940% to ?2,70,435 crores during FY 2023-24 from
?25,872 crores per year during 2009-14. India's National Highway (NH) network increased by
60% to 1,46,145 km in CY 2023 from 91,287 km in CY 2014. These investments are driving
demand for cement as the primary building material for these projects.
(Source: https://pib.gov.in/PressReleaseIframePage. aspx?PRID=
1988566#:~:text=Annual%20Budgetary%20 Allocation%20of%20the,70%2C435%20Crore%20during%20
2023%2D24&text=The%20Ministry%20of%20Road%20 Transport,
of%20National%20Highways%20(NHs).)
Growing Economy: The steady growth of India's economy in recent years
has resulted in increased demand for cement in various construction projects, including
new buildings and infrastructure.
Increased Disposable Income: As disposable income in India increases,
there is a growing demand for housing and other real
estate projects. Growing disposable incomes are anticipated to motivate
individuals to purchase or build new houses. This is further expected to drive growth in
the construction industry, which will drive demand for cement.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=2010223)
Increased Foreign Investment: India has become an attractive destination for foreign
investment, driving the demand for infrastructure projects to support such investments.
The country has witnessed a twenty-fold increase in FDI inflows from 200001 to 2023-24.
According to the Department for Promotion of Industry and Internal Trade (DPIIT), India
has received a cumulative FDI inflow of USD 971.52 billion between April 2000 and December
2023, primarily attributed to Government initiatives to enhance the ease of doing business
and relaxing FDI regulations. This surge in foreign investment has also stimulated growth
in the construction sector, leading to a rise in demand for cement.
(Source: https://www.investindia.gov.in/why-india)
Rural Proxy: The rise in rural income over recent years has spurred an
increase in demand for cement in individual dwellings, considering that 65% of India's
population resides in rural areas. This trend is expected to persist, supported by various
Government policy initiatives like the Mahatma Gandhi National Rural Employment Guarantee
Scheme (MGNREGS), the Deendayal Antyodaya Yojana-National Rural Livelihood Mission
(DAY-NRLM), as well as women empowerment programmes and self-help groups (SHGs), all
contributing to the growth of average daily income in rural households.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1894901)
Industrialisation and Commercial Construction: Industries such as construction,
manufacturing, and mining play a pivotal role in driving the demand for cement, especially
for industrial buildings and facilities. The commercial real estate sector has experienced
a notable resurgence driven by the country's strong economic growth and increasing foreign
investment. Furthermore, capital-intensive firms are intensifying their capital
expenditure cycles, contributing further to the ongoing recovery. Environmental Concerns
and Regulations: Environmental concerns and regulations drive growth in the cement
industry by fostering innovation and the adoption of sustainable technologies, leading to
more efficient production processes. The increasing demand for green cement opens new
market opportunities and can command higher prices. Companies that comply with or exceed
environmental standards gain a competitive edge, attract environmentally-conscious
investors, and can access incentives, all of which contribute to sustainable growth.
GOVERNMENT INITIATIVES AND INVESTMENTS
• Under the Sagarmala Programme, 839 projects with a total
investment of ?5.89 lakhs crores are currently in various stages of development.
(Source: https://pib.gov.in/PressReleseDetail.aspx?PRID= 2004338)
• The Government has extended Pradhan Mantri Awas Yojana Gramin
(PMAYG) completion deadline till December 2024, in which 2.95 crores houses will be built
according the revised targets.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID =2003570)
• The Western Dedicated Freight Corridor is targeting the
commissioning of 460 km by 2024.
• Phase 1 of the Bharatmala Pariyojana aims to award 66% of the
total 34,800 km contracts by FY 2025-26. Approximately 20,000 kilometers of roads are yet
to be constructed under Phase 1 of the Bharatmala Pariyojana. This includes around 3,600
kilometers in the eastern region covering the Eastern Region.
• The development of six 'Twin City' airports is planned to be
completed by 2030.
• The Airports Authority of India (AAI) has allocated over ?98,000
crores for capital expenditure, including ?25,000 crores, during 2019-24 for the
development, upgradation, and modernisation of airports.
(Source: https://pib.gov.in/PressReleseDetail.aspx?PRID=2004338)
OUTLOOK
In FY 2023-24, India's cement industry capacity stood at 425-430
million tonnes per annum (MTPA) which is poised to increase by 150-160 MTPA by FY 2027-28,
capitalising on the expected upswing in demand from the infrastructure and housing
sectors. Approximately 70-75 million tonnes of additional capacity is anticipated to come
online in FY 2024-25, with around 50-55% of this concentrated in the eastern and central
regions. Major players are projected to contribute 50-55% of the planned capacity
expansion. Nevertheless, the growth in prices is envisaged to be constrained by
incremental supply and intense competition. However, favourable cost dynamics are
anticipated to support and bolster margins. Strong demand over the last two financial
years has strengthened the balance sheets of large cement companies and some mid-sized
ones with substantial market presence, prompting them to expand their capacities fuelled
by healthy cash accrual and credit profile.
(Source: https://www.crisil.com/en/home/newsroom/press-
releases/2024/01/cement-makers-to-add-150-160-mtpa-capacity- by-Hscal-2028.html)
SECTORIAL SWOT ANALYSIS Strengths
• High Demand: Cement is a critical building material used in the
construction of residential, commercial, and infrastructure projects thus ensuring
sustained demand for the product.
• Established Market Players: India's cement industry boasts
numerous well-established players and renowned brands, and a broad market presence. This
ensures competitiveness, market stability, innovation, and economic growth.
• Strong Supply Chain: Supported by an efficient and robust
network, the cement industry ensures prompt and economical distribution of its products.
• Cost-Efficient: Cement manufacturing maintains cost-
effectiveness as a hallmark, with industry leaders persistently innovating in technology
to enhance operational efficiency and cost reduction.
Weaknesses
• Price-Sensitive Market: India's cement market is highly
price-sensitive, with customers often switching to cheaper alternatives.
• Susceptibility to Volatility in Input Cost: Profitability in the
industry is sensitive to fluctuations in input prices, including raw materials, power,
gasoline, and freight. For instance, the rise in pet coke costs in the past year has
negatively impacted the profitability of cement players.
Various factors such as demand, supply, offtake, and geographical
considerations all influence realisations and profitability in the cement industry.
• Cyclical Sector: Cement sector, being cyclical, follows the
trends in the overall economy, which makes their demand volatile. The sector follows all
the cycles of the economy, from expansion to peak and recession, and all the way to
recovery.
Opportunities
• Infrastructure Development: India's infrastructure sector is
witnessing massive investments in roads, railways, airports, and urban infrastructure.
This translates to a substantial demand for cement, making it a lucrative market for
cement manufacturers.
• Housing Sector: With the government's focus on affordable
housing and urbanisation, there is a growing demand for cement in the residential
construction segment. This presents an opportunity for cement companies to cater to the
needs of this burgeoning market.
• Export Potential: India's cement industry has the potential to
become a major exporter of cement due to its strategic location, cost competitiveness, and
quality products. Cement manufacturers can explore export opportunities in neighboring
countries and other emerging markets.
• Technology Adoption: Adoption of advanced technologies such as
automation, robotics, and digitalisation can enhance efficiency, reduce costs, and improve
product quality. Cement companies investing in these technologies can gain a competitive
edge in the market.
• Sustainable Practices: There is a growing focus on
sustainability and environmental conservation in the cement industry. Cement manufacturers
can explore opportunities in producing eco-friendly cement, using alternative fuels and
raw materials, and adopting green practices to meet the evolving market demands.
• Logistics Optimisation: Improving logistics and
distribution networks can help cement companies reduce transportation
costs and improve supply chain efficiency. Investing in infrastructure like railways,
ports, and roadways can further enhance market reach and competitiveness.
• Government Initiatives and Policies: Government initiatives like
'Make in India' and policy reforms in the construction sector can provide a conducive
environment for the growth of the cement industry. Cement companies can align their
strategies with these policies to leverage the opportunities presented by them.
Threats
• Power and Fuel Cost: Power and fuel costs pose a significant
impact on the cement industry, as fluctuations can drastically increase production
expenses and impact profit margins. Additionally, high energy prices can undermine the
industry's competitiveness in the market.
• Regulatory Changes: Changes in Government policies, such as
import/export duties, can considerably impact the profitability of the cement industry.
COMPANY OVERVIEW
Nuvoco ('The Company'), encompassing Nuvoco Vistas Corporation Limited
and NU Vista Limited (NVL), stands as a prominent cement manufacturing entity with a
vision aimed at 'Building a Safer, Smarter and Sustainable World'. Having commenced its
operations in 2014 with the establishment of a greenfield cement plant in Nimbol,
Rajasthan, Nuvoco further
expanded its presence by acquiring Lafarge India Limited in 2016 and
NVL in 2020. Currently, Nuvoco is the fifth largest cement group in India in terms of
capacity and a leading player in the East. Nuvoco's growth trajectory is marked by
strategic acquisitions, with its cement capacity scaling up to 25 MMTPA, doubling its
installed capacity within the last five years.
Nuvoco operates 11 cement manufacturing plants including 5 integrated
unit and 6 grinding units across West Bengal, Bihar, Odisha, Chhattisgarh, and Jharkhand
in East India, as well as Rajasthan and Haryana in North India. Nuvoco also operates with
58 RMX plants and 16 Offices (including the Head Office, CDIC, and Regional Sales
Offices). These facilities are strategically located to meet customer demands efficiently.
All integrated plants are equipped with modern Waste Heat Recovery Systems (WHRS) with a
total capacity of 44.8 MW. Additionally, Nuvoco boasts a Captive Power Plant (CPP)
capacity of 150 MW and a Solar Power Plant (SPP) capacity of 5.3 MW.
Nuvoco's business portfolio operates across three segments: Cement,
Ready-Mix Concrete (RMX), and Modern Building Materials (MBM). The Company's Cement
product range includes renowned brands such as Concreto, Duraguard, Double Bull, PSC,
Nirmax, and Infracem. These brands cover a comprehensive range of customer needs with
Ordinary Portland Cement (OPC), Portland Slag Cement (PSC), Portland Pozzolana Cement
(PPC), and Portland Composite Cement (PCC). These products cater to both individual home
builders and institutional customers by utilising high-quality raw materials and
consistently delivering superior cement products. As a result, Nuvoco has received top
regulatory ratings.
In FY 2023-24, Nuvoco introduced key products that have set new
benchmarks in the industry. Concreto Uno is a standout product, offering unique
water-repelling properties that protects structures from water ingress, dampness, and
efflorescence, thereby enhancing durability and protection. It was initially launched in
Bihar in FY 2022-23 and expanded to Jharkhand in FY 2023-24, where it is rapidly gaining
market share in the Eastern region.
Another significant product, Duraguard F2F, is a high-quality composite
cement that enhances workability, provides a superior finish, and strengthens construction
against harmful waterborne pollutants from foundation to finish.
Duraguard Microfiber featuring India's first patented microfiber
technology, reduces cracks effectively. This premium Portland Pozzolana Cement (PPC),
packaged in laminated polypropylene bags helps to maintain its freshness and represents an
innovative step forward in enduring construction materials.
Additionally, the Company recently commissioned a 1.2 MMTPA grinding
unit at its Haryana Cement plant, boosting its overall cement capacity to 25 MMTPA. With
these advancements, Nuvoco continues to lead in delivering innovative, high-quality
solutions that meet the evolving needs of the construction industry.
Nuvoco's RMX product range includes Concreto (performance concrete),
Artiste (decorative concrete), InstaMix (ready-to-use bagged concrete), X-Con (M20 to M60
grades), and Ecodure (special green concrete). The Company has added two new products to
its RMX product range: InstaMix Superior Column Concrete, which offers the significant
advantage of early deshuttering of cast columns and Artiste Industrial Craft Flooring
Concrete, which provides an innovative solution that redefines the conventional approach
to flooring. The applications of Artiste Industrial Craft Flooring Concrete range from
manufacturing facilities, warehouses, and distribution centers to
parking areas, podiums, cold storage units, exhibition and convention centers, data
centers, and office spaces.
Nuvoco's RMX product range have contributed to landmark infrastructure
projects such as the Mumbai-Ahmedabad Bullet Train, Birsa Munda Hockey Stadium in
Rourkela, Aquatic Gallery Science City in Ahmedabad, and various Metro Railway projects in
Delhi, Jaipur, Noida, and Mumbai.
In FY 2023-24, Nuvoco made significant strides in its RMX segment. 7
new RMX plants were commissioned, increasing the total number of plants across India to
58. This reflects Company's strong focus on increasing its pan-India footprint.
Additionally, the Company stays committed to its strategy of premiumisation with
value-added products which comprise ~31% of the total sales volume for the year.
The MBM business serves as a distinguishing factor for the Company.
Under the brand name Zero-M, the Company offers cutting-edge solutions in the building
materials industry through a varied range of products, including Construction Chemicals,
Multipurpose Bonding and Waterproofing Agents, Wall Putty, Tile Adhesive, Ready-Mix Dry
Plaster, and Cover Blocks. These products cater to different construction applications,
providing efficient solutions that save time, cost, and resources.
OPERATIONAL PERFORMANCE
Nuvoco continuously strives for operational excellence through various
measures aimed at optimising processes and enhancing efficiency. The Company's focus is on
the optimal utilisation of pet coke, coal, and alternative fuels and raw materials (AFR).
To achieve this, AFR systems have been installed at all its integrated units. Nuvoco
increased the proportion of AFR in its fuel mix to 13% in FY 2023-24 from 9% in FY
2022-23, surpassing the industry average of 10%. Furthermore, the strategic implementation
of state-of-the-art fuel feeding systems at the Nimbol and Risda cement plants, allows to
consume alternate fuels in an efficient and effective way leading to significant cost
savings.
Nuvoco has also prioritised power efficiency by installing Waste Heat
Recovery systems (WHRs) at all its integrated units. During the year, Nuvoco expanded its
solar power capacity to 5.3 MW from 1.5 MW by installing 2.4 MW at the Odisha grinding
unit and 1.4 MW at the Bihar grinding unit. These initiatives are expected to further
reduce power costs.
Technologies such as AI optimisation at the Chittor Cement plant, along
with advanced control systems providing realtime monitoring, has maximised kiln and WHR
efficiency. Nuvoco achieved a 13% AFR in FY 2023-24, demonstrating its commitment to
utilising alternative fuels and sustainability.
To ensure operational reliability and efficiency, the Total Productive
Maintenance (TPM) system, known as LEAP-O, minimises downtime and maintenance costs. This
system is supported by regular energy audits that help identify and address energy
wastage.
The Project BRIDGE 1.0, which focused on enhancing efficiency to
achieve cost savings, resulted in a savings of ~ ?30 per tonne in FY 2023-24. Nuvoco
continues to emphasise margin improvement through initiatives such as premiumisation,
innovation, geo-optimisation, trade share enhancement, fuel mix optimisation, brand
reinforcement, and cost efficiency. Additionally, the Company has initiated a channel
integration programme, offering its premium brands Concreto and Duraguard Microfiber
through the Double Bull channel.
FINANCIAL PERFORMANCE
| Description |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
| Revenue from Operations |
8,939.23 |
8,581.52 |
10,732.89 |
10,586.17 |
| Other Income |
119.97 |
97.79 |
33.49 |
13.21 |
| Total Revenue |
9,059.20 |
8,679.31 |
10,766.38 |
10,599.38 |
| Expenditure |
|
|
|
|
| Cost of Materials Consumed |
1,633.26 |
1,426.87 |
1,741.39 |
1,764.95 |
| Purchases of Stock in Trade |
1,102.79 |
1,003.32 |
145.62 |
44.33 |
| Changes in Inventory |
45.65 |
(6.95) |
66.69 |
(23.59) |
| Power and Fuel |
1,571.08 |
2,013.36 |
2,140.19 |
2,792.34 |
| Freight and Forwarding Charges |
1,853.65 |
1,858.72 |
2,928.50 |
2,818.25 |
| Employee Benefit Expenses |
556.96 |
481.45 |
681.77 |
605.51 |
| Other Expenses |
1,076.17 |
985.25 |
1,405.02 |
1,374.00 |
| Total Expenditure |
7,839.56 |
7,762.02 |
9,109.18 |
9,375.79 |
| EBITDA |
1,219.64 |
917.29 |
1,657.20 |
1,223.59 |
| EBITDA Margin (%) |
14% |
11% |
15% |
12% |
| Depreciation |
643.76 |
696.20 |
918.64 |
951.13 |
| Finance Costs |
367.98 |
353.32 |
532.63 |
511.90 |
| Profit/(Loss) before Exceptional Item and Tax |
207.90 |
(132.23) |
205.93 |
(239.44) |
| Exceptional Item |
- |
238.22 |
- |
405.80 |
| Income Tax |
54.87 |
(460.62) |
58.56 |
(661.10) |
| Profit after Tax (PAT) |
153.03 |
90.17 |
147.37 |
15.86 |
Revenue from Operations
The growth of Nuvoco's Revenue from Operations remained flat in FY
2023-24 over a year-on-year basis compared to the previous year.
Sales Volume
During the year, the volume of cement sold was 18,773 KT compared to
18,803 KT in FY 2022-23. Nuvoco maintained a solid leading position in the Eastern
markets. The average selling price (net of taxes) rose to ?5,197/T in FY 2023-24 from
?5,123/T in FY 2022-23. Also, RMX volume increased to 2,350 Km3 in FY 2023-24
from 2,110 Km3 in FY 2022-23.
Raw Material Cost
Nuvoco's raw material costs form a substantial part of operating costs.
Raw material costs for cement operations decreased by 3% to ?598/T in FY 2023-24 from
?619/T in FY 2022-23 on account of decrease in usage of slag and fly ash price.
Power and Fuel
During the year under review, the Company's power and fuel expenses for
cement operations decreased by 23%, to ?1,135/T in FY 2023-24 from ?1,480/T in FY 2022-23
primarily on account of reduction in coal and pet coke prices, increase in AFR usage, and
increase in linkage coal mix and reduction in grid mix.
Freight and Forwarding
During the year, Nuvoco's cement operations freight and forwarding
costs increased by 4% to ?1,514/T in FY 2023-24 from ?1,457/T in FY 2022-23 primarily on
account of busy season surcharge in rail freight.
Employee Benefit Expenses
Nuvoco firmly considers its employees to be its most valuable asset.
Accordingly, the Company prioritises their training and retention, ensuring they have the
necessary skills and support to excel in their roles. Nuvoco's commitment to employee
development is reflected in its annual increments, which are in line with industry
standards. By offering competitive compensation and opportunities for growth, the Company
aims to boost productivity and enhance the efficiency of its workforce.
Finance Costs
During the year under review, the Company's finance costs increased to
?532.63 crores in FY 2023-24 from ?511.90 crores in FY 2022-23 primarily on account of
higher working capital requirement and increase in unwinding of interest on lease
liabilities.
Cash Flow
The net cash outflow during the year under review stood at ?(94.91)
crores as compared to the net cash inflow of ?89.36 crores in FY 2022-23. The cash flow
from operating activities was lower and stood at ?1,592.54 crores as compared to ?1,711.40
crores in the previous year. Net cash outflow from investing activities during the year
under review stood at ?573.36 crores as compared to ?260.36 crores in FY 2022-23. Lastly,
net cash outflow from financing activities stood at ?1,114.09 crores as compared to cash
outflow of ? 1,361.68 crores in the previous year. During the year under review, Nuvoco
spent ?498.54 crores in interest and other financial costs as compared to ?470.72 crores
in the previous year.
Key Ratios
| Particulars |
FY 2023-24 FY 2022-23 |
| Debtors Turnover Ratio |
14.12 |
14.23 |
| Inventory Turnover Ratio |
10.56 |
9.71 |
| Interest Service Coverage Ratio |
3.23 |
2.85 |
| Current Ratio |
0.57 |
0.63 |
| Debt Equity Ratio |
0.46 |
0.52 |
| Operating Margin (%) |
15.41 |
11.76 |
| Net Profit Margin (%) |
1.40 |
0.15 |
| Return on Equity (%) |
1.65 |
0.18 |
| Return on Capital Employed (ROCE) (%) |
5.49 |
1.99 |
| Earnings per Share |
4.13 |
0.44 |
Performance of Unlisted Material Wholly Owned Subsidiary, NU Vista
Limited ('NVL')
NVL, wholly owned by Nuvoco Vistas Corp. Limited, is primarily engaged
in the manufacturing and marketing of cement and Building Material product. An overview of
NVL's operational and financial performance for the year under review is given below:
• Cement sales volume stood at 7,986 KT, registering a decrease of
3% compared to FY 2022-23.
• EBITDA (Earnings before Interest, Tax, Depreciation and
Amortisation) for FY 2023-24 was clocked in at ?529.66 crores, up from ?390.93 crores in
FY 2022-23.
• The Profit after Tax in FY 2023-24 was recorded at ?45.11 crores
compared to a loss of ?141.43 crores in FY 2022-23. Loss during the previous year was
primarily due to the exceptional item of ?167.58 crores pertaining to the provisions for
time of value relating to Panagarh incentive.
RISK MANAGEMENT
Raw Material and Fuel Price Volatility
Impact
The cement industry, known for its capital, energy, and raw material
intensity, faces significant challenges in ensuring fuel and raw material security. The
ongoing tension in Red Sea region adds another layer of complexity, potentially affecting
supply chains and further challenging profitability. Additionally, any fluctuations in
fuel and raw material prices may pose threats to Nuvoco's bottom line. Operating expenses
& bottom line heavily depends on energy and raw material costs, making an
uninterrupted supply crucial for business continuity.
Mitigation strategy
Nuvoco employs a comprehensive strategy to address these challenges.
The Company optimises the fuel mix for fuel security, enhances plant efficiency, and
increases the utilisation of alternative fuels. The Company has explored opportunities to
integrate waste materials into their manufacturing processes as alternative fuels.
Thorough research was conducted to identify cost-effective raw materials without
compromising quality. The Company also focused on enhancing the utilisation of Alternative
Fuel and Raw Materials (AFR) to 13% to reduce dependency on traditional fossil fuels and
mitigate environmental impact. In addition, Nuvoco has long terms supply agreements for
key raw material and fuel which to an extent mitigate the risk of nonavailability.
Technological Advancements Impact
Remaining abreast of the latest technological advancements is
imperative for Nuvoco. Failure to do so could lead to heightened production costs,
diminished efficiency, and reduced profitability.
Mitigation strategy
Nuvoco has made substantial investments in cutting-edge facilities and
technical advancements to bolster its operational efficiency. The Company's robust
research and development capabilities and modern infrastructure support all its product
lines. The Construction Development and Innovation Centre (CDIC) serves as a pivotal
customer interface offering tailored solutions for the building materials sector's
specific requirements. Nuvoco prioritises local innovation, consistently investing in
existing technologies' maintenance while embracing emerging advancements The Company
strongly emphasises leveraging technology in product development, innovation, and
manufacturing processes to elevate the quality of its offerings. The introduction of a
reverse bidding engine for freight management at the Nimbol Cement Plant has resulted in
cost- effectiveness and operational efficiency, later replicated at the Chittor Cement
Plant. Engagements with esteemed institutions like IIT Madras have commenced, leading to
various formulations developed and validated at the National Council for Cement and
Building Materials (NCCBM).
Additionally, Nuvoco has streamlined operations by merging two separate
SAP instances—NVCL and NVL—into a single cohesive system, improving efficiency
and consistency in master data management. The Company's focus on Artificial Intelligence
(AI) and Machine Learning (ML) aims to automate processes across all plants.
Furthermore, Nuvoco's innovative initiatives, such as NuvoNirmaan,
'Captain Nuvoco' D2C Home Assist App and Tech Express Vehicles manned by skilled civil
engineers, demonstrate its commitment to providing comprehensive guidance and services to
customers across all stages of homebuilding. Transforming Economic and Industry Dynamics
Impact
Nuvoco recognises that economic downturns and sluggish sector growth
can pose challenges, potentially hindering consumption levels and causing delays in the
execution of expansion plans. During such periods, the Company remains vigilant and
proactive, monitoring market trends closely and adjusting its strategies to mitigate the
impact. Nuvoco's focus on efficiency and flexibility allows it to navigate through these
challenges with resilience, ensuring that it can adapt and respond effectively to changing
market conditions.
Mitigation strategy
Nuvoco's cement products are in high demand in the core markets of East
and North India, backed by a loyal dealer base. This strong market presence insulates the
Company from significant demand fluctuations.
Nuvoco's dedication to maintaining a flexible business model allows it
to adapt swiftly to changing economic conditions. This commitment enables the Company to
respond effectively to evolving market dynamics. Furthermore, the Company prioritises
strengthening relationships with suppliers and partners to collaboratively navigate
uncertainties, enhancing its resilience in a dynamic business environment.
Increased Competition
Impact
In the fiercely competitive cement industry, Nuvoco faces formidable
competition from both established players and newcomers. Failing to compete effectively
could lead to a loss of market share, thereby potentially adversely affecting the
Company's operations and financial health. Furthermore, Nuvoco's competitive edge may be
eroded by obstacles such as scarcity of skilled labour and escalating labour expenses.
Mitigation strategy
Nuvoco is well-prepared to tackle the challenges posed by rising
competition by strongly emphasising the delivery of exceptional customer service,
maintaining operational excellence, and staying externally focused.
At the core of its customer-centric approach are three pillars:
Quality, Innovation, and Trust, which have proven their effectiveness over time.
The Company's strategic focus is on delivering value over volume,
prioritising the sale of the right products in the right markets to maximise shareholder
value, rather than solely pursuing market share.
Nuvoco excels in sourcing raw materials, maintaining longterm tie-ups
that enable it to manage costs effectively, on par with other leading industry players.
The CDIC serves as a vital interface with customers, offering tailored solutions that
cater to the unique requirements of the building materials sector. Customers highly value
Nuvoco's products and recognise the inherent benefits of paying market prices for them.
Additionally, the Company has fostered strong relationships with its suppliers, channel
partners, and customers, who trust and actively promote its products to potential clients
and projects. The Company's customer-centric approach is evident in its efforts to
innovate and provide sustainable products. This focus on customer needs has helped
strengthen the Nuvoco brand.
Regulatory Changes Impact
Nuvoco operates within a regulatory framework governed by various
environmental laws and regulations, which could substantially affect its operations.
Non-compliance with these regulations may lead to increased legal expenses, reputational
damage, and a decline in profitability. Given the dynamic nature of the regulatory
landscape, it is imperative for Nuvoco to stay abreast of the latest requirements. Changes
in mining regulations and royalty rates also pose potential challenges to Nuvoco's
operations. Therefore, ensuring compliance with the amended Mines and Minerals
(Development and Regulation) Act and other applicable laws, is crucial for the Company's
continued success.
Mitigation strategy
Nuvoco remains firm in its adherence to all legal and regulatory
requirements while actively engaging in sustainable practices to minimise its carbon
footprint. It is also vigilant about upcoming regulatory changes and updates, ensuring
that the Company stays informed and compliant. This commitment is reflected in the
continuous development and updating of internal compliance procedures to ensure strict
adherence to regulations.
The Company's dedication to fuel flexibility extends to the formulation
of strategies aimed at enabling kiln operations to operate independently of pet coke,
while also advancing its Alternative Fuel and Raw Material (AFR) initiatives. Moreover,
Nuvoco diligently follows all prescribed Standard Operating Procedures (SOPs) for safely
handling hazardous materials and strictly complies with established Government standards.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Nuvoco upholds internal financial controls tailored to the size and
complexity of its operations. Throughout the fiscal year, these controls underwent
thorough assessment, revealing no significant flaws in their design or functionality.
Regular reassessments ensure their adequacy and adaptability to the evolving business
landscape.
The Board confirms the robustness and effectiveness of Nuvoco's
internal financial controls during FY 2023-24. This assessment was based on the framework
of internal financial controls, evaluations conducted by internal audit team in-house,
including the Statutory Auditors' audit of internal financial controls over financial
reporting, as well as reviews undertaken by Management and the Audit Committee.
Furthermore, the Board asserts that Nuvoco has implemented policies and
procedures to uphold integrity in business conduct, safeguard assets, ensure the timely
preparation of accurate financial information, maintain the accuracy and completeness of
accounting records, and prevent and detect fraud and errors. HUMAN RESOURCES
Nuvoco is dedicated to crafting workplaces that inspire and ignite
passion, evolving from a foundation of culture of trust, mutual respect, and inclusivity.
Its people are the most valuable asset, integral to the organization's growth. Their
determination and ambition significantly contributes to achieving Company's vision.
A promising commitment from employees lays the groundwork for an
enhanced customer experience. To foster this commitment, the Company rolled out a range of
initiatives aimed at creating an environment that would help employees stay committed and
thrive. These included designing progressive people policies and procedures, rewards and
recognition programs, and has implemented physical and mental wellness sessions to ensure
the well-being of its employees.
As of March 31,2024, Nuvoco had a workforce of 4,092 permanent
employees, spread across its various operations and offices.
Employee Engagement and Talent Development
Nuvoco emphasises ensuring that its workforce is well-informed and
fully aligned with the Company's goals, core values, and expected conduct. Prioritising
process improvement and workforce development, Nuvoco strives to consistently achieve
exceptional outcomes, with the overarching mission of
becoming a leading building materials Company delivering superior
performance.
Nuvoco's dedication to building a world-class team and fostering a
culture of execution excellence has earned it recognition as one of the most preferred
workplaces. This commitment is further affirmed by accolades from the Confederation of
Indian Industry (CII) for implementing an efficient people development system. The
Company's strong focus on capacity building and learning is evident by the statics
achieved during FY 2023-24, with nearly 96% of our employees dedicated their time to
self-development through diverse learning programs, with an average of over 30 hours per
employee. The NuView Employee Engagement Survey report released in December 2023 revealed
that Learning and Development emerged as a key area of satisfaction among Nuvoco's
employees.
To equip employees with the skills to enable them future ready @Nuvoco,
the Company introduced digitally learning platforms like the Nuvoco University and the
Manufacturing and Sales Academy - an employee development initiative and industry best
practice aimed at transforming the learning and growth experience at Nuvoco. The Company
is also investing in
developing leadership skills to create leaders for tomorrow @ Nuvoco,
its new Leadership Competency Framework, includes programmes like FITCHAMP.
To enrich the overall learning experience of its employees, the Company
has integrated digital learning platforms with virtual and classroom training. By
gamifying virtual learning and collaborating with esteemed institutions such as IIT Madras
and LinkedIn Learning, it further bolstered the employee development initiatives and
ensure that employees stay abreast of industry trends and capabilities.
Career advancement lies at the heart of Nuvoco's human resource
strategy. Various initiatives are introduced to improve employee experience. These include
Digital Hiring/Candidate journeys, seamless Onboarding, transparent and fair Performance
Management, competitive rewards, world class Learning platforms, Employee Wellness
covering mental, physical and financial aspects, Recognition schemes to motivate &
award employees are some of the key initiatives.
The Company launched the Employee Value Proposition (EVP) initiative
titled "Enabling You to be Future-Ready". This initiative is structured around
four key pillars: Leadership, Learning, Career, and Care. Additionally, the talent
assessment system, known as the O&HR Process, has been established to identify
employee potential. It serves as the foundation for talent development, succession
planning, and career advancement.
Technology and digital tools for HR processes are vital for enhancing
employee experience. Nuvoco introduced Nuvoco Employee Self-service Tool (NEST) for
seamless access to various HR activities such as Talent Management, Recruitment,
Performance Management, Learning Management, Onboarding, and Employee Central. In FY
2023-24, NuTEP, a digital expense management solution, was launched for real-time tracking
and faster reimbursements. Additionally, Nu Smiles, a dynamic spot recognition program,
was introduced through NEST to foster peer-to-peer recognition among employees.
Employee communication has been robust ensuring that employees are
fully aware of what is going on in the organisation and what their responsibilities are.
There are communications from Managing Director, other Leadership at regular frequency to
align and engage employees and build the right organisational culture. Moreover,
structured channels are in place to receive employee feedback, promoting transparency and
continuous improvement.
Industrial Relations
Throughout FY 2023-24, every manufacturing unit within Nuvoco
experienced a period of harmonious industrial relations. The unions and workers exhibited
strong support, committing to assist Nuvoco in achieving optimal production levels and
fostering a safe work culture.
Occupational Health and Safety
At Nuvoco, safety is paramount, reflecting a steadfast commitment to
prioritising the well-being of its employees, contractors, and neighbouring communities.
Despite an increase in the Lost Time Injury Frequency Rate (LTIFR) from 0.19 to 0.28, the
Company upholds a 'ZERO HARM' philosophy, underscoring its dedication to health, safety,
and the environment.
Stringent safety protocols are seamlessly integrated into operations,
complemented by on-site resident doctors who provide regular check-ups and personalised
care. In FY 2023-24, Nuvoco extended extensive medical insurance coverage for employees
and their families, supplemented by
annual health assessments and discounted rates for extended family
members.
Key focus areas for FY 2023-24 encompassed training and awareness
initiatives, emphasis on safety performance indicators, project safety enhancements, and
safety campaigns. Notably, the Company's manufacturing plants and mines were lauded with
29 prestigious awards from esteemed bodies such as CII, ICC, OHSSAI, and DGMS for their
dedication to safety excellence. Vigil Mechanism and Whistleblower Policy Nuvoco maintains
a firm commitment to uphold all pertinent laws, regulations, and ethical norms, including
the highest standards of corporate ethics, honesty, and integrity. To reinforce this
commitment, the Board has instituted a vigilant mechanism by adopting a 'Vigil Mechanism
and Whistleblower Policy' This policy empowers all stakeholders to raise concerns
regarding unlawful or unethical activities openly.
By offering a dedicated platform accessible to both employees and
directors, the policy guarantees that any misconduct can be reported without fear of
retaliation. The Company has also instituted rigorous protocols to maintain absolute
confidentiality during the reporting process. Additionally, measures are in place to
prevent bias against those who voice legitimate concerns, promoting a culture of
accountability and transparency within the organisation.
Prevention of Sexual Harassment
Nuvoco is committed to fostering a positive work environment that is
devoid of discrimination and gender bias. As an equal opportunity employer, the Company
has implemented a comprehensive policy to prevent sexual harassment and any form of
gender-based bias. This policy encompasses the formation of an Internal Complaints
Committee tasked with investigating and addressing sexual harassment allegations in strict
adherence to the provisions outlined in the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, and the corresponding rules.
#SAREnd#
#CSRStart#
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Nuvoco is deeply committed to sustainable development, encapsulated in
its core value of Care. Through its CSR initiatives, the Company endeavours to foster
socially sustainable programmes in health, education, livelihood, and environmental
protection by engaging with relevant stakeholders. The initiatives that Company supports
fall under the five pillars of Corporate Social Responsibility (CSR), namely Sangrahit
Bharat (Natural Resource Management), Swasth Bharat (Health), Shikshit Bharat (Education),
Saksham Bharat (Livelihood and Skill Development), and Sanrachit Bharat (Rural
Infrastructure Development). It's aim is to cultivate self-sufficient communities through
sustainable development efforts, enabling local participation and enhancing overall
quality of life.
Under Shikshit Bharat (Education), the focus lies on providing access
to modern education and enhancing its quality through improved infrastructure facilities
such as smart classes, computer labs, benches, tables, teaching aids, and sanitation
amenities. Swasth Bharat (Health) aims to promote good health and hygiene by providing
access to primary healthcare, improved sanitation, and safe drinking water, particularly
addressing the needs of adolescent girls. Nuvoco supports and upgrades Anganwadis,
enhancing health service delivery in rural areas. Saksham Bharat (Livelihood and Skill
Development) focuses on empowering youth and women by imparting new skills, facilitating
self-reliance, and improving overall quality of life. Through skill development programmes
and initiatives like
'Nuvo Mason', Nuvoco empowers construction workers and youth, enhancing
job opportunities and improving living standards.
Furthermore, Nuvoco invests in women empowerment programmes, training
rural girls and facilitating their employment. In collaboration with farmers in West
Bengal, the Company promotes sustainable agriculture techniques to enhance income and
agri-allied activities.
Sangrahit Bharat (Natural Resource Management) emphasises on the
conservation of natural resources, promoting renewable energy, water harvesting, tree
planting, and reducing carbon footprints through initiatives like solar panel
installations, rainwater harvesting, and plantations.
Sanrachit Bharat (Rural Infrastructure Development) focuses on
enhancing community infrastructure by constructing and repairing roads, refurbishing
school buildings, constructing community centres, improving drainage systems, and
conducting tree plantations in communities where Nuvoco operates.
CAUTIONARY STATEMENT
Certain statements in the MDA section concerning future prospects may
be forward-looking statements that involve a number of underlying identifed/non-identifed
risks and uncertainties that could cause actual results to differ materially. In addition,
the foregoing changes in the macro-environment may pose an unforeseen, unprecedented,
unascertainable, and constantly evolving risk(s), inter-alia, to Nuvoco and the
environment in which it operates. The results of these assumptions are made based on
available internal and external information and form the basis for determining certain
facts and figures stated in the report. Since the factors underlying these assumptions are
subject to change over time, the estimates on which they are based are also subject to
change accordingly. These forward-looking statements represent only Nuvoco's current
intentions, beliefs or expectations and any forward-looking statement speaks only as of
the date on which it was made. Nuvoco assumes no obligation to revise or update any
forward-looking statements, whether as a result of new information, future events, or
otherwise.
#CSREnd#
#CGStart#
CORPORATE GOVERNANCE REPORT
A Report on compliance with the Corporate Governance provisions as
prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time (the "Listing Regulations") for FY 2023-24 is given
herein below:
PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company has consistently adhered to stringent Corporate Governance
practices with a resolute commitment to managing its business affairs in a fair and
transparent manner, while being true to its Vision, Mission, and Values. With its Vision
of Building a Safer, Smarter, and Sustainable World, the Company remains focused on its
Mission to be a Leading Building Materials Company Delivering Superior Performance.
Integrity, Entrepreneurship, Collaboration, Care, and Operational Excellence
("IECCO") are among the Core Values of the Company. These are reinforced by
well-articulated tenets of its Operating Philosophy, Rules of the Journey and Expected
Behaviours by its leadership and employees. This is underpinned by strictly adhering to
Safety guidelines, Quality, Sustainability, xQ Culture and IBP (Way of Working), which
make up the Non-Negotiable service conditions.
The principles of Execution Excellence are an integral part of the
Company's culture. They enable its employees to achieve their goals and focus on
sustainability by leveraging trust, transparency, and collaboration as its core strengths.
The Company's Corporate Governance framework reflects its culture, policies, commitment to
core values, and relationship with accountability to its various stakeholders. The Company
recognises Corporate Governance that arises from the sound management practices and
following the laws of the land while adhering to the highest standards of transparency and
business ethics.
BOARD OF DIRECTORS
The composition of the Board of Directors of the Company
("Board") is governed by the provisions of the Companies Act, 2013 (the
"Act"), and the Listing Regulations, which is an optimum mix of Executive and
Non-Executive Directors; including a Woman Director. The Board plays a significant role in
ensuring the highest Corporate Governance practice in the Company.
The Board consists of eminent individuals with considerable
professional expertise, qualifications, and experience in finance, taxation, legal,
commercial, strategy and planning, business administration and other related fields, which
enables them to contribute effectively to the Company through their wide range of
experience, and also impart the desired level of independence to the Board. The Board's
roles, functions, responsibilities and accountability are clearly defined. The day-to-day
management of the Company is entrusted with the Senior Management Personnel of the Company
and is headed by the Managing Director, who functions under the overall supervision,
direction and control of the Board.
Composition of the Board
The Company believes in having a Board enriched with the diverse
experience, thoughts, beliefs, perspective, skills, expertise, etc. The Board plays a
pivotal role in overseeing how the management serves the short and long-term interests of
all stakeholders. During the year under review, the composition of the Board was in
conformity with the provisions of Sections 149 and 152 of the Act and Regulation 17 of the
Listing Regulations.
In terms of Regulation 17 of the Listing Regulations, as the
Non-Executive Chairman of the Company is related to Promoters, half of the Board comprised
of Non-Executive Independent Directors. As on March 31, 2024, the Board comprised 6 (six)
Directors, of which 3 (three) are Non-Executive Independent Directors, including 1 (one)
Independent Woman Director, 2 (two) are Non-Executive Directors, and 1 (one) is the
Managing Director.
During the year under review, recognising the performance of the
Company under the leadership of Mr. Jayakumar Krishnaswamy, Managing Director, he was
re-appointed for the further period of 5 (five) years w.e.f. September 17, 2023.
Mr. Berjis Desai resigned as a Non-Executive, Independent Director of
the Company w.e.f. August 17, 2023. The Board appreciated and placed on record the
significant contribution made by him during his tenure as a Non-Executive, Independent
Director. Further, he had confirmed that there was no material reason for his resignation
other than that mentioned in his resignation letter dated August 16, 2023.
Further, based on the recommendation of Nomination and Remuneration
Committee ("NRC"), Mr. Shishir Desai was appointed as a NonExecutive,
Independent Director of the Company for a term upto 5 (five) consecutive years w.e.f.
August 16, 2023.
Subsequent to the financial year, basis the recommendation of NRC, Mr.
Achal Bakeri, Non-Executive Independent Director was re-appointed for a second term of 5
(five) consecutive years commencing from April 07, 2024 upto April 06, 2029.
None of the Directors on the Board is a member of more than 10 (ten)
Committees and Chairperson of more than 5 (five) Committees (Committees being Audit
Committee and Stakeholders Relationship Committee as per Regulation 26(1) of the Listing
Regulations) across all the public companies in which he/she is a Director. All the
Directors have made the requisite disclosures regarding committee positions held by them
in other companies. None of the Directors hold office in more than 10 public limited
companies as prescribed under Section 165(1) of the Act. None of the Directors holds
directorships or serves as an Independent Director in more than 7 (seven) listed companies
as required under Regulation 17A of the Listing Regulations. Further, the Managing
Director does not serve as an Independent Director in any listed company.
Key Skills, Expertise and Competencies of the Board of Directors
The Directors have identified the list of core
skills/expertise/competencies as required for them to function effectively as follows and
the Board believes that Directors of the Company possess these
skills/expertise/competencies, which helps the Company to function effectively:
• Leadership/Operational experience
• Business & Industry and Strategy Planning
• Financial Expertise
• Regulatory/Legal and Risk Management expertise
• Corporate Governance
• Research & Development
• Innovation and Sustainability
• Human Resource Development
Board Meetings
The Board meets at least once in every calendar quarter and 4 (four)
times in a year with a maximum time gap of not more than 120 days (one hundred and twenty
days) between two consecutive meetings. The tentative annual calendar of meetings is
determined in the beginning of each financial year. In case of exigencies or urgency of
matters, resolutions are passed by circulation, for such matters as permitted by the Act.
The Board takes note of the resolutions passed by circulation at its subsequent meeting.
Additional meetings of the Board are held as and when deemed necessary.
All the agenda items backed by comprehensive agenda notes and relevant
supporting papers containing all the vital information, are circulated well in advance to
the Directors as per the statutory timelines, to enable them to have focused discussion
and take informed decisions at the meetings. With the unanimous consent of the Board, all
information which is in the nature of Unpublished Price Sensitive Information
("UPSI"), is circulated to the Board and its Committees at a shorter notice. In
line with the evolving technology, the Company has a web-based system in place to enable
the Board easy access to the "E-agenda" along with all the relevant documents
and information for the Board and Committee meetings.
The Company Secretary monitors Board and Committee meeting proceedings
in line with the Terms of Reference to ensure the compliance with the Act and the Listing
Regulations. The Terms of Reference are amended and updated from time to time in order to
align the functions and role of the Board and Committees with the changing statutes. The
Managing Director apprises the Board at the meeting about the overall performance of the
Company, followed by presentations on business operations on a regular basis. The members
of the senior leadership of various functions are usually invited at the Board and
Committee meetings based on the agenda of the meetings to provide necessary insights on
further developments on the projects and for discussing corporate strategies, which
provides them proper direction and creates sense of accountability in them. Further, the
decisions of the meetings are properly recorded in the minutes and actions on the same are
monitored regularly.
The provisions of the Act, Secretarial Standards and the Listing
Regulations with respect to convening and holding the meetings of the Board of Directors,
its Committees and the General Meetings of the Members of the Company are adhered to.
The Board periodically reviews the strategy, annual operating and
capital expenditure budgets, investments and exposure limits, compliance report of all
laws applicable to the Company, review of major legal matters, significant transaction and
arrangement with joint venture and unlisted material wholly- owned subsidiary, minutes of
the committee meetings, adoption of quarterly/half-yearly/annual results of the Company,
major accounting provisions and write offs, corporate structuring, details of any
acquisition, joint venture or collaboration agreements, transactions pertaining to
purchase or disposal of property, risk management framework, development in Human
Resource/Industrial Relations, Information Technology and ESG. The important decisions
taken at the Board or Committee meetings are communicated to the concerned business
verticals/departments promptly for their immediate action. The Action Taken Report on the
decisions taken/suggestions made at previous meetings are placed at the subsequent meeting
of the Board or Committee for its review. The Board and Committees are responsible for
corporate strategy, planning, external contracts and related matters. The Senior
Management Personnel heading respective divisions are responsible for day-to-day
operations of their divisions.
During the year under review, 6 (six) meetings of the Board were held
on May 09, 2023, August 10, 2023, August 16, 2023, October 31, 2023, January 29, 2024 and
March 22, 2024. The requisite quorum was present at all the Board meetings. For the
Directors who are unable to attend the meetings in person, the Company provides a video
conferencing facility as permitted under Section 173(2) of the Act read with Rules framed
thereunder.
Re-appointment of Director liable to retire by rotation
In accordance with Section 152 of the Act and the Articles of
Association of the Company, Mr. Hiren Patel (DIN: 00145149), Non-Executive Chairman of the
Company, retires by rotation and being eligible, has offered himself for re-appointment. A
Resolution seeking Member's approval for his re-appointment along with other required
details pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard-2
issued by the Institute of Company Secretaries of India forms part of the Notice of the
ensuing AGM.
Independent Directors
All Independent Directors have confirmed that they meet the criteria of
independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and in the opinion of the Board, they fulfill the conditions as
specified under the Listing Regulations and are independent of the management. In terms of
Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstances or situations which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.
The Independent Directors are made aware of their roles, rights,
responsibilities at the time of their appointment/re-appointment through a formal letter
of appointment/re-appointment along with the terms and conditions of their engagement.
Pursuant to Regulation 46 of the Listing Regulations, the terms and conditions of the
appointment of the Independent Directors are available on the Company's website at
www.nuvoco.com/ Policies/T&C-of-appointment-of-ID.
Meeting of Independent Directors
During the year under review, Independent Directors meeting was held on
March 22, 2024 in accordance with the provisions of Section 149(8) read with Schedule IV
of the Act, Regulation 25(3) of the Listing Regulations and Secretarial Standard on
Meetings of the Board of Directors, wherein all the Independent Directors were present. At
the meeting, the Independent Directors:
i. Reviewed the performance of Non-Independent Directors, the Board as
a whole and of its Committees;
ii. Reviewed the performance of the Chairman of the Company;
iii. Assessed 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.
The Non-Independent Directors did not take part in the meeting.
The Company has adopted a Code of Conduct for the Independent Directors
in compliance with Regulation 17 (5)(b) of the Listing Regulations read with Section
149(8) along with Schedule IV of the Act which guides the professional conduct for
Independent Directors, which is available on the Company's website at
www.nuvoco.com/Policies/CoC-Board-and-Senior- Management.
Familiarisation Programme for Independent Directors
Pursuant to Regulation 25(7) of the Listing Regulations, the objective
of the Familiarisation Programme is to provide insight to the Independent Directors of the
Company, to enable them to understand their roles, rights, obligations and
responsibilities, abide by the Code of Conduct, the Company's operations, business model,
industry and environment in which the Company operates and the regulatory environment
applicable to it, etc.
The Independent Directors of the Company are apprised by the Company
through formal and informal engagements, from time to time and as and when a new
Independent Director is appointed on the Board. Periodic presentations are made at the
Board and its various Committee meetings to update on the economy and industry scenario,
business developments/plan, capital expenditure, growth strategy, operational and
financial performance of the Company and its subsidiary, initiatives on Health &
Safety, Corporate Social Responsibility and ESG, risk management framework, strategic
priorities, competition in the market, major litigations, compliances, regulatory changes
and its impact on the business and any other external challenges, etc. Pursuant to
Regulation 46 of the Listing Regulations, the details of familiarisation programme for
Independent Directors during FY 2023-24 are available on the Company's website at
www.nuvoco.com/Policies/Familiarisation-Programme-for- Independent-Directors-FY24.
Remuneration of Directors:
Non-Executive Directors
The remuneration by way of commission to the Non-Executive Directors is
recommended by the NRC to Board and paid to them based on their attendance, participation
and contribution at the Board and Committee meetings as well as time spent on matters
other than at meetings.
Sitting fees are paid as under:
• Board including ID Meeting: '75,000/- per meeting
• All Committees Meeting: '50,000/- per meeting
The sitting fee paid/payable to the Non-Executive Directors is excluded
while calculating the limits of managerial remuneration in accordance with Section 197 of
the Act. The Company also reimburses out-of-pocket expenses incurred by Directors for
attending the meetings.
A disclosure of all the pecuniary relationships/transactions of the
Non-Executive Directors with the Company has been made under the head 'Related Party
Disclosures' forming part of Notes to the Audited Financial Statements contained in this
Integrated Annual Report. The NRC and the Board reviews the performance of the
Non-Executive Directors on an annual basis.
Details of Remuneration paid/payable to the Non-Executive Directors for
FY 2023-24:
| Name of the Director |
Sitting Fees |
Commission* |
| Bhavna Doshi |
11.25 |
12.00 |
| Achal Bakeri |
5.00 |
10.00 |
| Shishir Desai** |
5.75 |
8.00 |
| Berjis Desai*** |
4.75 |
6.00 |
| Kaushikbhai Patel |
11.50 |
12.00 |
Managing Director
The Company pays remuneration by way of salary, benefits, perquisites
and allowances being fixed component along with variable component to the Managing
Director. Increments are recommended by the NRC on a yearly basis and are effective from 1st
April each year. The NRC recommends the remuneration payable to the Managing Director out
of the profits for the financial year, as computed in accordance with Section 198 of the
Act read with Rules framed thereunder, based on the performance of the Company as well as
that of the Managing Director.
Details of Remuneration paid to the Managing Director for FY 2023-24
are as given below:
| Name of the Director |
Salary, Allowance, Bonus and Perquisites |
| Jayakumar Krishnaswamy |
8.28 |
The terms of appointment and remuneration of the Managing Director are
contractual in nature. As per the provisions of the service contracts entered into by the
Company with Managing Director, the validity period of service contract is upto 5 (five)
years from the date of appointment by the Board. The Notice period for the Managing
Director is 6 (six) months. The service contract may be terminated earlier, by either
party by giving to the other party 6 (six) months notice of such termination or the
payment of basic salary in lieu of the notice period or part thereof by either party.
There is no provision for payment of severance fees.
D&O Insurance for Directors and Key Managerial Personnel
("KMP")
In line with the requirements of Regulation 25(10) of the Listing
Regulations, the Company has a Directors and Officers Insurance policy
("D&O") for all its Directors and KMP.
COMMITTEES OF THE BOARD
The Committees play a vital role in critical functions of the Company
in order to ensure smooth and efficient business operations. The Board is responsible for
constituting, assigning, co-opting and fixing the composition and the Terms of Reference
of the Committees. Accordingly, various Committees with specific terms of reference in
line with the provisions of the Listing Regulations and the Act have been constituted. The
recommendation and/or observations and decisions taken at the Committee Meetings are
placed before the Board for information or approval. The Chairman/Chairperson of the
respective Committee updates the Board regarding the discussions held/ decisions taken at
the Committee Meetings. The Company has 5 (five) Statutory Committees of the Board, viz.:
AUDIT COMMITTEE
The composition of the Audit Committee is in conformity with Section
177 of the Act and Regulation 18(1) of the Listing Regulations. The members of the
Committee are well versed with finance, accounts, corporate laws and general business
practices. The Committee at a regular interval meets the Statutory and external Internal
Auditors to seek their inputs and opinion. Representatives of the Statutory and Internal
Auditors are invited to the Committee Meetings. The Chief Financial Officer and Managing
Director of the Company are the permanent invitees to the Committee Meetings. The Company
Secretary of the Company acts as Secretary to the Committee. The minutes of the Committee
Meetings are placed in the next meeting of the Board.
During the year under review, 6 (six) meetings of the Committee were
held on May 09, 2023, August 10, 2023, October 31, 2023, December 20, 2023, January 29,
2024 and March 22, 2024; and the gap between two consecutive meetings of the Committee did
not exceed 120 (one hundred and twenty) days. The Committee Meeting achieved 100%
attendance of the members during the year. The Chairperson of the Committee was present at
the 24th AGM held on July 26, 2023. All recommendations made by the Committee
during FY 2023-24 were accepted by the Board.
| Name of the Member |
Category |
No. of Meetings Attended |
| Bhavna Doshi - Chairperson |
Non-Executive Independent Director |
6 |
| Shishir Desai* |
Non-Executive Independent Director |
4 |
| Kaushikbhai Patel |
Non-Executive Director |
6 |
| Berjis Desai** |
Non-Executive Independent Director |
2 |
The Board has framed and approved Terms of Reference of the Committee
for its functioning, which defines its composition, authority, responsibilities and
reporting functions. The Committee functions according to the said Terms of Reference. All
the items listed in Section 177 of the Act and Regulation 18(3) read with Part C of
Schedule II of the Listing Regulations are covered in the Terms of Reference which is
reviewed from time to time to maintain conformity with the regulatory framework.
Terms of Reference
i. recommend the appointment, remuneration and terms of appointment of
auditors of the Company;
ii. review and monitor the auditor's independence and performance, and
effectiveness of the audit process;
iii. examine the financial statement and the auditors' report thereon,
in particular the investments made by unlisted subsidiaries;
iv. approve transactions of the Company with related parties (including
omnibus approval) and any subsequent modification thereof and review, at least on a
quarterly basis, the details of related party transactions entered into by the Company
pursuant to each omnibus approval provided;
v. approve the transactions referred to in Section 188 of the Act
between the Company and its wholly owned subsidiary company;
vi. make recommendation to the Board, in case of transactions, other
than transactions referred to in Section 188 of the Act entered with, other than wholly
owned subsidiary company, and where the Audit Committee does not approve the same;
vii. ratify the transactions for an amount as specified in Section 177
of the Act, entered into by a director or official of the Company, if not, approved by the
Audit Committee within three months from the date of the transaction;
viii. scrutinise inter-corporate loans and investments;
ix. undertake valuation of undertakings or assets of the Company,
wherever it is necessary;
x. evaluate internal financial controls and risk management systems;
xi. review/ monitor with the management, the statement of
uses/application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilised for purposes other than those
stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
xii. call for the comments of the auditors about internal control
systems, the scope of audit, including the observations of the auditors and review of the
financial statements before their submission to the Board and discuss any related issues
with internal and statutory auditors and management of the Company;
xiii. review with the management, the annual financial statements and
auditor's report thereon (both standalone and consolidated) before submission to the Board
for approval, with particular reference to:
a. matters required to be included in the Directors' Responsibility
Statement to be included in the Board's Report under Section 134(3)(c) of the Act;
b. changes, if any, in accounting policies and practices and reasons
for the same;
c. major accounting entries involving estimates based on the exercise
of judgment by management;
d. significant adjustments made in the financial statements arising out
of audit findings;
e. compliance with listing and other legal requirements relating to
financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report;
xiv. review with the management, the quarterly and half-year financial
statements before submission to the Board for approval;
xv. review the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of internal audit;
xvi. discuss with internal auditors of any significant findings and
follow up there on;
xvii. review the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board;
xviii. discuss with the statutory auditors, before the audit commences,
about the nature and scope of audit and postaudit, to ascertain any area of concern;
xix. look into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;
xx. review the functioning of the whistle blower mechanism/ vigil
mechanism;
xxi. approve the appointment of the chief financial officer (i.e., the
whole-time finance director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
xxii. oversight of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial statements are
correct, sufficient and credible;
xxiii. review of internal controls for financial reporting and review
of significant changes in internal control over financial reporting;
xxiv. approve payment to statutory auditors for any other services
rendered by the statutory auditors;
xxv. review utilisation of loans and/or advances from/investment by the
Company in the subsidiary exceeding '100 crores or 10% of the asset size of the
subsidiary, whichever is lower including existing loans/advance/investments;
xxvi. the Audit Committee shall mandatorily review:
a. management discussion and analysis of financial condition and
results of operations;
b. statement of significant related party transactions (as defined by
the Audit Committee), submitted by management;
c. management letters/letters of internal control weaknesses issued by
the statutory auditors;
d. internal audit reports relating to internal control weaknesses;
e. the appointment, removal and terms of remuneration of the chief
internal auditor; and
f. statement of deviations in terms of the SEBI Listing Regulations:
• quarterly statement of deviation(s) including report of
monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation
32(1) of the SEBI Listing Regulations; and
• annual statement of funds utilised for purposes other than those
stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of the SEBI
Listing Regulations.
xxvii. review and note the compliance certificate furnished by chief
executive officer and the chief financial officer on annual and quarterly financial
statements and cash flow statements on standalone and consolidated basis;
xxviii. review with the management, performance of statutory and
internal auditors and adequacy of the internal control systems;
xxix. consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the Company and its
shareholders;
xxx. frame suitable policies, procedures and systems to ensure that
there is no violation of securities laws, as amended from time to time, or any other
applicable law, including:
a. the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended; and
b. the Securities and Exchange Board of India (Prohibition of
Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations,
2003, by the Company and its employees, as applicable;
xxxi. review compliance with the provisions of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended, from time to time, at least once in a
financial year and verify that the systems for internal control are adequate and are
operating effectively;
xxxii. select, engage and approve fees for professional advisors/
consultants that the Audit Committee may require to carry out their duties; and
xxxiii. carry out any other function required to be carried out by the
Audit Committee under the SEBI Listing Regulations or any other applicable law, as and
when amended, from time to time, and any other function as mandated by the Board, from
time to time.
NOMINATION AND REMUNERATION COMMITTEE ("NRC")
The composition and role of the NRC are in line with Section 178 of the
Act and Regulation 19, read with Part D of Schedule II of the Listing Regulations. During
the year under review, 2 (two) meetings of the NRC were held on May 09, 2023 and August
16, 2023. All Committee members attended the meetings. The Company Secretary of the
Company acts as Secretary to the NRC. The Chairman of the NRC was present at the 24th
AGM held on July 26, 2023. All recommendations made by the NRC during FY 2023-24 were
accepted by the Board.
| Name of the Member |
Category |
No. of Meetings Attended |
| Bhavna Doshi - Chairperson* |
Non-Executive Independent Director |
2 |
| Shishir Desai** |
Non-Executive Independent Director |
- |
| Berjis Desai*** |
Non-Executive Independent Director |
2 |
| Kaushikbhai Patel |
Non-Executive Director |
2 |
Terms of Reference
(i) formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board, a policy
relating to the remuneration of the directors, key managerial personnel and other
employees ("Remuneration Policy");
(ii) formulation of criteria for evaluation of performance of
independent directors and the Board;
(iii) identify persons who are qualified to become directors of the
Company and who may be appointed in senior management (one level below the Board), key
managerial personnel in accordance with the criteria laid down, recommend to the Board
their appointment and removal and carrying out evaluation of every director's performance
(including independent director);
(iv) devise a policy on Board diversity;
(v) identify 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;
(vi) recommend to the board, all remuneration, in whatever form,
payable to senior management;
(vii) assist the Board in formulating succession plan for the Board and
Senior Management;
(viii) select, engage and approve fees for professional advisors that
the NRC may require to carry out their duties; and
(ix) carry out any other functions required to be carried out by the
NRC as contained in the Listing Regulations or any other applicable law, as and when
amended, from time to time, and any other function as mandated by the Board, from time to
time.
Remuneration Policy and its Salient Features
The Company has in place a Remuneration Policy for Directors,
KMP and other employees, in accordance with the provisions of
the Act and the Listing Regulations. This Policy is derived from the
Terms of Reference adopted by the NRC. It outlines the role of the NRC, inter alia, for
determining the criteria for Board membership, approving, and recommending compensation
packages and policies for Directors and Senior Management. The said Policy is available on
the Company's website at www. nuvoco.com/Policies/Remuneration-Policy-for-Directors-KMP-
and-other-Emplovees.
In accordance with the Policy, the responsibilities of NRC, inter alia,
include:
- Ensuring the independent nature of Directors vis-a-vis the Company
before appointment;
- Ensuring that the Director identified for appointment is not
disqualified under Section 164 of the Act;
- Considering the mentioned attributes/criteria for recommendation of
candidature for appointment as Director;
- Recommending the remuneration payable to the MD/CEO/ Executive
Director/ Senior Management Employees based on the criteria prescribed in the Policy;
- I dentifying a person of integrity who possesses relevant expertise,
experience and leadership qualities in line with the HR Policy of the Company for the
position of MD/CEO/ Executive Director/ Senior Management Employees.
Succession Plan
Succession planning is an essential component and tool to ensure
continued effective performance of the Company through continued leadership for growth of
Company's business. The Company's succession planning aims to identify high growth
individuals, train them and feed the pipelines with talents.
The Senior Management Personnel positions within the Company are filled
in by the human resource department based on the recommendation of the Managing Director
and NRC.
Pursuant to Regulation 17(4) of the Listing Regulations, the Board has
adopted a Policy on Succession Planning for the Board and Senior Management.
In FY 2023-24, as part of the succession planning process, a detailed
development Program was conducted for select leaderships of the Company. This is part of
the annual Organisation and Human Resource (O&HR -Talent Review) process. Accordingly,
potential successors for Sales & Marketing, Manufacturing, Finance, Logistics were
identified.
Board Effectiveness Evaluation
Pursuant to the provisions of the Act and the Listing Regulations,
performance evaluation of the Board, its Committees and individual Directors, including
the role of the Chairman of the Board, was carried out during the year under review. For
details pertaining to the same, kindly refer to the Board's Report, which forms part of
this Integrated Annual Report.
The composition and role of the SRC are in line with Section 178 of the
Act and Regulation 20 read with Part D of Schedule II of Listing Regulations. During the
year under review, the Committee met once i.e. on January 29, 2024. All Committee members
attended the meeting. The Company Secretary of the Company acts as Secretary to the SRC.
The Chairman of the SRC was present at the 24th AGM held on July 26, 2023.
| Name of the Member |
Category |
No. of Meetings Attended |
| Kaushikbhai Patel - Chairman |
Non-Executive Director |
1 |
| Achal Bakeri |
Non-Executive Independent Director |
1 |
| Jayakumar Krishnaswamy |
Managing Director |
1 |
Terms of Reference
(i) consider and look into various aspects of interest of shareholders,
debenture holders and other security holders;
(ii) consider and redress grievances of the shareholders/ investors/
security holders of the Company relating to transfer/ transmission, non-receipt of annual
reports, nonreceipt of declared dividends, general meetings, security certificates,
interest, refund orders and any other corporate benefits etc.;
(iii) giving effect to allotment of equity shares, approval of transfer
or transmission of equity shares, debentures or any other securities;
(iv) i ssue of duplicate certificates and new certificates on split/
consolidation/ renewal, etc.;
(v) review and monitor compliances under the Listing Regulations and
its amendment from time to time, pertaining to investor grievance and transfer and
transmission and shareholding pattern;
(vi) select, engage and approve fees for professional advisors that the
SRC may require to carry out their duties;
(vii) feview of measures taken for effective exercise of voting rights
by shareholders;
(viii) review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the registrar and share transfer
agent;
(ix) review of the various measures and initiatives taken by the
Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/ annual reports/ statutory notices by the shareholders of the Company;
and
(x) carrying out any other functions required to be carried out by the
SRC as contained in the Listing Regulations or any other applicable law, as and when
amended, from time to time, and any other function as mandated by the Board, from time to
time.
Company Secretary and Compliance Officer
Ms. Shruta Sanghavi, Company Secretary is also the Compliance Officer
of the Company. The Compliance Officer briefs the SRC on the grievances/queries of the
investors and the steps taken by the Company for redressing their grievances. The
Compliance Officer can be contacted at: Nuvoco Vistas Corporation Limited, Equinox
Business Park, Tower 3, East Wing, 4th Floor, LBS Marg, Kurla (West), Mumbai-
400 070 and e-mail: investor.relations@ nuvoco.com.
Status of Investor Complaints
The status of Investor Complaints as on March 31,2024 as reported under
Regulation 13 of the Listing Regulations is as under:
| Complaints as on April 01,2023 |
Nil |
| Received during the year |
3 |
| Resolved during the year |
3 |
| Pending as on March 31, 2024 |
Nil |
The composition and role of the RMC are in line with Regulation 21 read
with Part D of Schedule II of the Listing Regulations. During the year under review, 3
(three) meetings of the RMC were held on May 09, 2023, October 31,2023 and January 29,
2024. All Committee members attended the meetings. The Company Secretary of the Company
acts as Secretary to the RMC.
| Name of the Member |
Category |
No. of Meetings Attended |
| Kaushikbhai Patel - Chairman |
Non-Executive Director |
3 |
| Bhavna Doshi |
Non-Executive Independent Director |
3 |
| Jayakumar Krishnaswamy |
Managing Director |
3 |
| Maneesh Agrawal |
Chief Financial Officer |
3 |
Terms of Reference
(i) To formulate a detailed risk management policy which shall include:
- A framework for identification of internal and external risks
specifically faced by the listed entity, in particular including financial, operational,
sectoral, sustainability (particularly, ESG related risks), information, cyber security
risks or any of the risk as may be determined by the RMC;
- Measures for risk mitigation including systems and processes for
internal control of identified risks; and
- Business continuity plan.
(ii) To ensure that appropriate methodology, processes and systems are
in place to monitor and evaluate risks associated with the business of the Company.
(iii) To monitor and oversee implementation of the risk management
policy, including evaluating the adequacy of risk management systems.
(iv) To periodically review the risk management policy, at least once
in two years, including by considering the changing industry dynamics and evolving
complexity.
(v) To keep the Board informed about the nature and content of its
discussions, recommendations and actions to be taken.
(vi) To review the appointment, removal and terms of remuneration of
the Chief Risk Officer, if any.
(vii) To coordinate its activities with other committees, in instances
where there is any overlap with activities of such committees, as per the framework laid
down by the Board.
(viii) Any other similar or other functions as may be laid down by
Board from time to time and/or as may be required under applicable law.
The composition and role of the CSR Committee are in line with Section
135 of the Act and Rules framed thereunder. During the year under review, 2 (two) meetings
of the CSR Committee were held on May 09, 2023 and October 31, 2023. All Committee members
attended the meetings. The Company Secretary of the Company acts as Secretary to the CSR
Committee.
| Name of the Member |
Category |
No. of Meetings Attended |
| Bhavna Doshi - Chairperson* |
Non-Executive Independent Director |
1 |
| Berjis Desai** |
Non-Executive Independent Director |
1 |
| Kaushikbhai Patel |
Non-Executive Director |
2 |
| Jayakumar Krishnaswamy |
Managing Director |
2 |
Terms of Reference
(i) formulate and recommend to the Board, a "CSR Policy"
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Act;
(ii) recommend the amount of expenditure to be incurred on the
activities as per limits prescribed under the Act;
(iii) review the projects and programs or activities undertaken by the
Company and recommend suitable changes as deemed fit or necessary;
(iv) institute a transparent monitoring mechanism for implementation of
the projects or programs or activities undertaken by the Company;
(v) review the Corporate Social Responsibility Policy of the Company,
from time to time;
(vi) select, engage and approve fees for professional advisors/
consultants that the Committee may require to carry out their duties; and
(vii) carry out any other functions required to be carried out by the
CSR Committee as contained in the Act or any other applicable law, as and when amended,
from time to time, and any other function as mandated by the Board from time to time.
The CSR Policy is available on the Company's website at www.
nuvoco.com/Policies/CSR-Policy. During the year, on voluntary
basis the Company has carried out Impact Assessment for 3 of its
programmes viz. Samriddhi, TARA and Nuvo Mason. The report is available on the website of
the Company at - www.nuvoco.com/ social.
SUBSIDIARY COMPANY
NU Vista Limited ("NVL"), incorporated on June 13, 2007 at
Kolkata (West Bengal), was acquired by the Company in the year 2020. NVL is an unlisted
material wholly owned subsidiary of the Company in terms of Regulation 16(1 )(c) of the
Listing Regulations. With effect from December 01,2020, the registered office of NVL was
shifted to Mumbai (Maharashtra).
The Board periodically reviews the statement of all significant
transactions and arrangements entered into by NVL. The minutes of the Board Meetings of
NVL along with its summary were placed at the Board Meetings of the Company held during
the year.
As per Regulation 24 of the Listing Regulations, Mr. Shishir Desai,
Independent Director of the Company, has been appointed on the Board of NVL w.e.f. August
16, 2023. Mr. Berjis Desai has resigned as an Independent Director from the Board of NVL
w.e.f. August 17, 2023.
The Company has formulated a Policy for determination of material
subsidiary which is available on the Company's website at
www.nuvoco.com/Policies/Policy-for-Determination-of- Material-Subsidiary.
GENERAL BODY MEETINGS Annual General Meetings:
Location, date and time of the AGMs held during the preceding 3 (three)
years and the Special Resolutions passed thereat are as follows:
| Meeting |
Date and Time |
Venue |
Special Resolutions passed |
| 24th AGM (2nd Post-IPO) |
July 26, 2023 at 3:30 p.m. (IST) |
Via video conference at deemed venue - Equinox Business Park,
Tower 3, East Wing, 4th Floor, LBS Marg, Kurla (West) Mumbai-400 070 |
- Approval for waiver of recovery of excess managerial
remuneration paid to Mr. Jayakumar Krishnaswamy, Managing Director (DIN: 02099219) of the
Company for the Financial Year 2022-23; - Approval for payment of remuneration to Mr.
Jayakumar Krishnaswamy, Managing Director (DIN: 02099219) of the Company for the period
April 01,2023 to September 16, 2023; - Approval for payment of remuneration by way of
commission to the Non-Executive Directors of the Company effective April 01,2023; -
Re-appointment of Mr. Jayakumar Krishnaswamy (DIN: 02099219) as Managing Director of the
Company; - Alteration of the Memorandum of Association of the Company; - Alteration of the
Articles of Association of the Company |
| 23rd AGM (1st Post-IPO) |
August 05, 2022 at 3:30 p.m. (IST) |
|
There was no matter that required passing of Special
Resolution |
| 22nd AGM |
July 05, 2021 at 4:30 p.m. (IST) |
|
- Approval for waiver of excess managerial remuneration paid
to Mr. Jayakumar Krishnaswamy, Managing Director of the Company in FY 2020-21 |
Extra-Ordinary General Meeting:
No Extra-Ordinary General Meeting was convened during the year under
review.
Postal Ballot:
During the year under review, the following Special Resolutions were
passed by the Members of the Company by requisite majority by way of postal ballot through
e-voting. The Board had appointed Mr. P N Parikh (Membership No. FCS 327 & CP No.
1228) and failing him, Ms. Jigyasa N. Ved (Membership No. FCS 6488 & CP No. 6018), of
M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai as Scrutiniser for
conducting the Postal Ballot e-voting process, in a fair and transparent manner. For this
purpose, the Company had engaged the services of National Securities Depository Limited
("NSDL") as the agency to provide e-voting facility.
Brief details pertaining to the said postal ballots are provided below:
| Particulars |
Appointment of Mr. Shishir Desai (DIN: 01453410) as an
Independent Director of the Company (Resolution No.1) |
Re-appointment of Mr. Achal Bakeri (DIN: 00397573) as an
Independent Director of the Company (Resolution No. 2) |
| Date of Postal Ballot Notice |
September 08, 2023 |
February 28, 2024 |
| Date of completion of dispatch of Postal Ballot Notice |
September 15, 2023 |
March 01,2024 |
| Period of e-voting |
Monday, September 18, 2023 (9:00 a.m. IST) to Tuesday,
October 17, 2023 (5:00 p.m. IST). |
Sunday, March 03, 2024 (9:00 a.m. IST) to Monday, April
01,2024 (5:00 p.m. IST). |
| Date of declaration of results |
Tuesday, October 17, 2023 |
Monday, April 01,2024 |
The results of the postal ballots through e-voting were as follows:
| Resolution |
Votes in favour of the
Resolution |
Votes against the Resolution |
|
Number of members voted |
Number of valid votes cast (Shares) |
% of total number of valid votes cast |
Number of members voted |
Number of valid votes cast (Shares) |
% of total number of valid votes cast |
| Resolution No. 1 |
1,281 |
33,56,93,838 |
99.80 |
145 |
6,59,825 |
0.20 |
| Resolution No. 2 |
1,021 |
33,11,94,766 |
99.75 |
184 |
8,15,250 |
0.25 |
CODE OF BUSINESS CONDUCT
The Company has in place a comprehensive Code of Business Conduct
("Code") which is applicable to all the employees, officers, vendors, suppliers,
representatives, agents and consultants of the Company. The Code lays down the rules to be
followed for ensuring compliance with the laws while carrying out the duties, preventing
conflict of interest in a given professional engagement, ensuring health and safety,
protecting the Company's assets, resources and ensuring fairness in financial reporting.
Violation of the Code would lead to disciplinary action against the employees and officers
of the Company.
MEANS OF COMMUNICATION Stock Exchange Intimations
The disclosures pursuant to various Regulations of the Listing
Regulations, as applicable, are communicated to the Stock Exchanges where the Equity
Shares and Non-Convertible Debentures of the Company are listed, through their respective
electronic filing platforms and are also available on the Compa ny's website at
www.nuvoco.com/corporate-governance.
Financial Results
The quarterly/half-yearly/annual financial results are normally
published in the Financial Express (English Language) and Lokmat (Marathi Language). These
results are also available on Compa ny's website at www.nuvoco.com/corporate-governance.
Analyst/Investor Meets
The copies of the press release, quarterly presentations on the
Company's performance and presentation made to Institutional Investors/Analysts and
Members are available on the Company's website at www.nuvoco.com/investors-corner. I
nvestor Relations Head along with other representative of the Company meet the
Institutional Investor and Analysts on a quarterly basis.
The Company organises Investor and Analyst Conference call with
Analysts and Investors on the day after announcement of financial results, which is also
uploaded on the Company's website. The audio recording and the transcript of the call are
thereafter made available on the Company's website at www. nuvoco.com/investors-corner.
Integrated Annual Report
The Integrated Annual Report containing, inter alia, Audited Standalone
Financial Statement, Audited Consolidated Financial Statement, Board's Report, Auditors'
Report, and other statutory reports and important information is circulated to the Members
and other stakeholders entitled thereto. The Management Discussion and Analysis forms part
of this Integrated Annual Report. The Integrated Annual Report is also available on
Company's website at www.nuvoco.com/annual-reports.
Website
The Company's website www.nuvoco.com has a dedicated section for
investor relations containing the financial results, shareholding pattern, annual reports,
quarterly reports, updates/ intimations filed with Stock Exchanges, various policies
adopted by the Board, etc. The website is maintained in accordance with the applicable
Listing Regulations.
SMS to Members
The Company had availed SMS facility from Registrar and Share Transfer
Agent ("RTA") for sending SMS to security holders for registering their e-mail
addresses, updating PAN and Bank Account details.
NSE Electronic Application Processing System (NEAPS) and BSE Listing
Centre (Listing Centre)
NEAPS and Listing Centre are web-based applications designed by The
National Stock Exchange of India Limited ("NSE") and BSE Limited
("BSE") respectively for corporates. All periodical and other compliance filings
are done electronically on the NEAPS and Listing Centre.
Dispute Resolution Mechanism for investors
SEBI vide its various Circulars issued from time to time, has
established a common Online Dispute Resolution Portal ("ODR Portal") which
harnesses online Conciliation and Arbitration for resolution of any disputes arising in
the Indian Securities Market. As per the SEBI Circulars, investors shall first take up
their grievance with the listed entity by lodging a complaint directly with the concerned
listed entity and if the grievance is not redressed satisfactorily, the investor may, in
accordance with the SCORES guidelines, escalate the same through the SCORES Portal, in
accordance with the process laid out therein. After exhausting all available options for
resolution of the grievance, if the investor is still not satisfied with the outcome,
he/she can initiate dispute resolution through the ODR Portal.
GENERAL SHAREHOLDER INFORMATION
A. 25th Annual General Meeting
| Day and Date |
Wednesday, July 24, 2024 |
| Venue |
In accordance with the General Circular issued by the MCA on
May 05, 2020 read together with circulars dated April 08, 2020, April 13, 2020, January
13, 2021, December 08, 2021, December 14, 2021, May 05, 2022 December 28, 2022 and
September 25, 2023, the 25th AGM will be held through VC/ OAVM. |
|
The deemed venue for the 25th AGM: Equinox
Business Park, Tower 3, East Wing, 4th Floor, LBS Marg, Kurla (West) Mumbai -
400 070 |
| Time |
3:30 p.m. (IST) |
B. Financial Year and Calendar
The Company's accounting year comprises a 12-month period from April 01
to March 31.
The tentative dates for the Meeting of the Board for consideration of
financial results for the Financial Year ending March 31,2025 are as follows:
| First Quarter ended June 30, 2024 |
On or before August 14, 2024 |
| Second Quarter ended September 30, 2024 |
On or before November 14, 2024 |
| Third Quarter ended December 31,2024 |
On or before February 14, 2025 |
| Fourth Quarter and Year ended March 31,2025 |
On or before May 30, 2025 |
Note: Convening of Board Meetings and submission of financial results
to the Stock Exchanges will be decided as per the SEBI and MCA Circulars, if any,
providing relaxation/extension of time and manner of holding such meetings.
C. Dividend Payment date
No dividend was announced nor recommended by the Board during FY
2023-24.
D. Listing on Stock Exchanges
(i) Equity shares (ISIN: INE118D01016)
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Scrip Code: 543334; Scrip ID: NUVOCO
The National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Trading symbol: NUVOCO
(ii) Non-Convertible Debentures and Commercial Papers
The National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. ISIN/ SYMBOL FOR NON-CONVERTIBLE
DEBENTURES (LISTED)
| ISIN |
Amount |
Scrip Symbol |
| INE118D08052 |
'300 crores |
NVCL77 |
| INE118D08045 |
'300 crores |
NVCL77A |
| INE118D07179* |
'500 crores |
NVCL 23 |
| INE118D07195 |
'350 crores |
NVCL 25 |
I
SIN/ SYMBOL FOR COMMERCIAL PAPERS
| ISIN |
Amount |
Issue date |
Maturity date |
| INE118D14712 |
'100 crores |
May 19, 2023 |
August 11,2023 |
| INE118D14720 |
'100 crores |
August 10, 2023 |
November 07, 2023 |
| INE118D14738 |
'150 crores |
August 18, 2023 |
November 10, 2023 |
| INE118D14746 |
'50 crores |
September 22, 2023 |
October 26, 2023 |
| INE118D14753 |
'100 crores |
November 06, 2023 |
December 29, 2023 |
| INE118D14761 |
'150 crores |
November 09, 2023 |
February 05, 2024 |
| INE118D14779 |
'100 crores |
November 20, 2023 |
December 22, 2023 |
| INE118D14787 |
'100 crores |
December 21,2023 |
March 20, 2024 |
| INE118D14795 |
'100 crores |
January 19, 2024 |
March 26, 2024 |
| INE118D14803 |
'150 crores |
February 02, 2024 |
March 28, 2024 |
(iii) Payment of Listing Fees
I n terms of Regulation 14 of the Listing Regulations, the listing fees
for FY 2023-24 and for FY 2024-25 has been paid to NSE and BSE.
(iv) Payment of Depository Fees
Annual Custody fees for FY 2023-24 and for FY 2024-25 have been paid to
the Depositories.
E. Market Price Data
The high / low market price of the Equity Shares of the Company from
the month of April, 2023 till March, 2024 is as under:
| Month |
BSE |
NSE |
|
High (in ') |
Low (in ') |
High (in ') |
Low (in ') |
| April, 2023 |
354.65 |
323.80 |
358.00 |
325.60 |
| May, 2023 |
349.00 |
322.25 |
348.80 |
322.10 |
| June, 2023 |
372.80 |
337.55 |
366.00 |
337.90 |
| July, 2023 |
376.10 |
346.00 |
375.95 |
346.00 |
| August, 2023 |
374.50 |
327.05 |
375.70 |
329.65 |
| September, 2023 |
397.00 |
335.55 |
397.60 |
336.25 |
| October, 2023 |
381.55 |
336.00 |
381.40 |
335.60 |
| November, 2023 |
371.85 |
330.35 |
371.80 |
330.25 |
| December, 2023 |
398.55 |
359.10 |
398.00 |
359.00 |
| January, 2024 |
386.10 |
330.80 |
386.10 |
330.80 |
| February, 2024 |
365.90 |
330.50 |
365.80 |
330.30 |
| March, 2024 |
340.70 |
292.00 |
341.10 |
291.30 |
F. Performance in comparison to broad based indices
G. The equity shares of the Company have not been suspended from the
trading by the SEBI and/or Stock Exchanges
H. Investor Helpdesk, RTA and Trustee
For any grievances/complaints/correspondence, the Members/Debenture
holders may contact the following addresses:
| Link Intime India Private Limited |
IDBI Trusteeship Services Limited |
Nuvoco Vistas Corporation Limited |
| CIN: U67190MH1999PTC 118368 |
CIN: U65991MH2001GOI131154 |
CIN: L26940MH1999PLC118229 |
| Ms. Surabhi Gangatirkar Manager- Client Relation |
Mr. Sumit Panjabi Compliance Officer |
Ms. Shruta Sanghavi SVP and Company Secretary |
| Address: 101, 1st Floor, 247 Park, LBS Marg,
Vikhroli (West) Mumbai - 400 083 Tel: (0) 8108116767 Fax: 022-4918 6060 |
Address: Universal Insurance Building, Ground Floor, Sir P.M.
Road, Fort, Mumbai - 400 001 Tel: 022-4080 7000 Fax: 022-6631 1776 |
Address: Equinox Business Park, Tower 3, East Wing, 4th
Floor, LBS Marg, Kurla (West) Mumbai- 400 070 Tel: 022-6769 2500 Fax: 022-6630 6510 |
| Email: rnthelpdesk@linkintime.co.in |
Email: itsl@idbitrustee.com |
E-mail: investor.relations@nuvoco.com |
| Website: www.linkintime.co.in |
Website: www.idbitrustee.com |
Website: www.nuvoco.com |
I. Share Transfer Process
The entire issued and paid up equity share capital is in electronic
form and shares are freely transferable through the depositories. In terms of requirements
of Regulation 40 of the Listing Regulations, transfer of securities in physical form shall
not be processed unless the securities are held in dematerialised form with a depository.
| Shareholding of Shares |
No. of Members |
% of total Members |
Shares |
% of total Share Capital |
| 1 to 500 |
2,25,044 |
98.47 |
1,03,26,093 |
2.89 |
| 501 to 1000 |
1,893 |
0.83 |
14,25,317 |
0.40 |
| 1001 to 2000 |
793 |
0.35 |
11,73,669 |
0.33 |
| 2001 to 3000 |
268 |
0.12 |
6,96,835 |
0.20 |
| 3001 to 4000 |
109 |
0.05 |
3,87,338 |
0.11 |
| 4001 to 5000 |
90 |
0.04 |
4,22,650 |
0.12 |
| 5001 to 10000 |
123 |
0.05 |
9,01,894 |
0.25 |
| Above 10,000 |
210 |
0.09 |
34,18,22,357 |
95.71 |
| Total |
2,28,530 |
100.00 |
35,71,56,153 |
100.00 |
J. Shareholding Pattern as on March 31, 2024
Distribution of Shareholding as on March 31,2024
| Category of Members |
No. of Members |
No. of Shares |
% of shareholding |
| Promoter & Promoter Group* |
11 |
25,72,17,676 |
72.02 |
| Mutual Funds |
54 |
5,19,08,581 |
14.53 |
| Alternate Investment Funds |
1 |
1,26,55,290 |
3.54 |
| Public - Individuals |
2,20,350 |
1,79,61,331 |
5.03 |
| Foreign Portfolio Investors |
71 |
1,22,42,442 |
3.43 |
| Insurance Companies |
24 |
18,66,550 |
0.52 |
| Bodies Corporate |
225 |
22,84,306 |
0.64 |
| Hindu Undivided Family |
6,313 |
6,45,825 |
0.18 |
| Non Resident Indians (Repatriation and Non Repatriation) |
1,441 |
3,12,780 |
0.09 |
| Clearing Members |
2 |
366 |
0.00 |
| Limited Liability Partnership |
33 |
53,869 |
0.02 |
| NBFCs registered with RBI |
2 |
4,001 |
0.00 |
| Trusts |
2 |
3,110 |
0.00 |
| Government Companies |
1 |
26 |
0.00 |
| Total |
2,28,530 |
35,71,56,153 |
100.00 |
K. Dematerialisation of Shares and Liquidity:
As on March 31,2024, all equity shares of the Company are in
dematerialised form.
Trading in the equity shares of the Company is permitted only in
dematerialised form and are available for trading in the depository systems of both
Central Depository Services (India) Limited ("CDSL") and NSDL.
| Shares held in |
Percentage as on March 31, 2024 |
| Electronic form with NSDL |
97.38% |
| Electronic form with CDSL |
2.62% |
| Total |
100.00% |
L. ADR/ GDR/ warrants
During the year under review, the Company has not issued any ADR/ GDR/
warrants or any other convertible instruments.
M. Stock option/ convertible instruments
There is no stock option plan in the Company. The Company has not
issued any convertible instruments during the year under review.
N. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
Commodity Price Risk and hedging activities
The Company is subject to commodity price risks due to fluctuation in
prices of raw materials such as coal, pet coke, fly ash, slag, liquid fuel, etc. The risks
are tracked and monitored on a regular basis and mitigation strategies are adopted in line
with the risk management framework. To manage this risk, there is a continued focus on
efficient pet coke, coal, and alternative Fuel and Raw Materials (AFR) and Waste Heat
Recovery System (WHRS) usage.
During the year under review, no commodity hedging activities were
carried out by the Company.
Foreign Exchange Risk and Hedging Activities
The Company has well defined Forex Exchange Risk Management Policy
approved by Board of Directors. Forex exposures are duly hedged as per the said Policy
through plain vanilla forward covers.
O. Plant Locations
Cement Plants of the Company
| Arasmeta Cement Plant P.O. Gopalnagar, Dist - Janjgir -
Champa, Chhattisgarh - 495 663 |
Chittor Cement Plant Village Bhawaliya, Tehsil - Nimbahera,
Dist - Chittorgarh, Rajasthan - 312 620 |
Haryana Cement Plant Village Chirya, Teh - Charkhi Dadri,
Dist - Bhiwani, Haryana - 127 022 |
| Jojobera Cement Plant P.O. Rahargora, Jamshedpur - 831 016 |
Mejia Cement Plant Village Amdanga, Post - MTPS (DVC),
Bankura, West Bengal - 722 183 |
Nimbol Cement Plant Village: Nimbol, Taluka: Jaitaran, Dist.:
Pali, Rajasthan - 306 308 |
| Sonadih Cement Plant P.O. Raseda, Dist - Balodabazar -
Bhatapara, Chhattisgarh - 493 332 |
|
|
| Cement Plants of NVL |
|
|
| Bihar Cement Plant 1644, Mahmoodpur, Bheriya Road, Karmansha,
Bhabua, Dist.: Kaimur, Bihar - 821 105 |
Odisha Cement Plant Kalinga Nagar Industrial Complex (KNIC),
At/PO: Manitira, Tehsil - Danagadi, Dist.: Jajpur, Odisha - 755 026 |
Panagarh Cement Plant Plot No. B5A, B6 & B8, Panagarh
Industrial Park of WBIDC Block: Aushgram - II, Village: Kota Dist: Purba Bardhaman, West
Bengal - 713 148 |
| Risda Cement Plant P.O. Raseda, Dist. - Balodabazar -
Bhatapara, Chhattisgarh - 493 332 |
|
|
| RMX Commercial Plants |
|
|
| Anjanapura No.32/1, Village-Gollahalli, Uttrahalli Hobli,
Post-Anjanapura, Taluka-South Bangalore, Bangalore - 560 108 |
Baddi Khasra no. 459 - 462, opp. Hotel Annapurna, village -
Malku Majra, PO - Bhud, Tahsil - Nalagarh, Baddi, Himachal Pradesh - 173 205 |
Bhubaneswar Plot No-2/A, Sector-A, Zone-B, Mancheswar
Industrial Estate, Bhubaneswar, Odisha - 771 010 |
| Coimbatore 481/2, Acchankulam Main Road, Mudalipalayam
Pirivu, MG Pudur Post, Coimbatore - 641 406 |
Dankuni Kona More, P.O. Chamrail, Mouza: Khaila, Howrah, West
Bengal - 711 114 |
Durgapur G/14, Mouza Baktarnagar, J.L.Number 30,
P.S.Raniganj, Mangalpur Industrial Estate, Raniganj, West Bengal - 713 347 |
| Faridabad 14/4, Mathura Road, Faridabad, Haryana - 121 003 |
Guwahati Village-Pamohi, Dag No-287,Patta No-23,
Mouza-Ramcharani, City-Guwahati, Dist.-Kamrup (M), State-Assam -781 035 |
Gurgaon Plot No./KH.No.-1527/916/2/2, 1528/916/2/3, Revenue
Estate Village, Behrampur Road, Khandsa, Gurgaon, Haryana - 122 001 |
| Hubli SY No:144(P) & 145(P), Rayapura Industrial Estate,
Rayapura Hobli & Taluk, Dharwad, Karnataka - 580 025 |
Harini Survey No. 688/2, Opp Daripura, Air Force Gate, Near
Kismat Kathyavadi Hotel, NH8, Vadodara, Gujarat - 390 039 |
Hegdenagar 2 Old Survey No. 55, New Survey No. 55/P53,
Village - Bellahalli, Taluka - Bangalore North, Karnataka - 560 064 |
| Hatisala JL no. 24, Mouza - Pithapukuria, village & post
office -Pithapukuria, District -south 24 parganas, Kolkata, West Bengal - 700 135 |
Jeedimetla Plot No. 8 & 9, Phase IV, IDA, Jeedimetla,
Hyderabad, Telangana - 500 055 |
Jamshedpur Tata Kandra Main Road, Village- Pendrabera, P.O
& P.S-Kandra, Dist-Sarikella, Kharshwan, Jamshedpur, Jharkhand - 832 402 |
| Kharadi-Pune Survey No. 132/1, Village Lohgaon, Near-
Mahalaxmi Lawns, Tal-Haveli, Dist-Pune, Maharashtra-411 047 |
Kandivali Plot No.160, 161/1 & 161/2, Village Akurli,
Taluka-Borivali, Near Poisar Metro Station, Western Express Highway, Kandivali (East),
Pincode-400 101 |
Lucknow Khasra No. 94, Mau, Mohanlalganj, Lucknow, Uttar
Pradesh - 227 305 |
| Ludhiana Near Zimindara Dhaba, Airport Road, Sahnewal,
Ludhiana, Punjab - 141 120 |
Mysore No:43/5, Huliyalu Village, Yalwale Hobli, Hunsur
Bypass Road, Mysore, Karnataka - 571 130 |
Mohali B34, Phase 3, Industrial Area, Mohali, Punjab - 160
055 |
| Madhapar Plot No.3, Madhapur Industrial Area, Near Binani
Cement Dump, Jamnagar Road, Rajkot, Gujarat - 360 005 |
Marunje Gat No. 23/1/6, A/P Marunji Akemi Business school
road, Taluka Mulshi, District Pune - 411 057 |
Miyapur Survey No: 345, Bachupally, Miyapur, Dist-Ranga
Reddy, Hyderabad - Andhra Pradesh, Near-Volvo service center - 500 054 |
| Medchal Survey No.271,272, 273, 285 & 286, Ravalkole
Village, Mendchal Mandal, Medchal-Malkajgiri, Telengana-501 401 |
Nerul Nera Hp Depot, Gandhi Nagar, Opp. Bhavna Mahindra
Service Centre, Turbhe M.I.D.C Road, Nerul, Navi Mumbai, District - Thane - 400 706 |
Naroda Plot No 41, Phase 1, Naroda, GIDC, Ahmedabad, Gujarat
- 380 025 |
| Noida Plot No.85 -90, Toy City, Udyog Kendra, Greater Noida,
Uttar Pradesh - 201 304 |
Nagpur K.H No. 78, Mouza Sondapar, R.H No. 72 Mihan, Tahsil -
Hingana, District - Nagpur, Maharashtra - 441 108 |
Numalighar Telgram NH39, Opposite NRL Tanker Parking, Vill-
Rongbong No.-5, Post- Kanaighat, Dist- Golaghat, Assam - 785 699 |
| Pilerne Plot no. 61/A, Pilerne Industrial Estate, Pilerne,
Bardez, Goa - 403 511 |
Patencheru Plot No.10B, Survey No.808, 811,812, Phase 2, IDA,
Patancheru, Hyderabad, Telangana - 502 319 |
Panchkula Plot No.101, Industrial Area, Phase 1, Punchkula,
Haryana - 134 113 |
| Patna Mustafapur, Tauzi, N.36, Danapur, Khagol Road, Near St.
Karens School, Patna, Bihar - 801 503 |
Powai Supreme RMC, Near Hiranandani School, Infront of
Richmond Tower, Mumbai-27, Mumbai - 400 076 |
Patna 2 Vill: Ranipur De Chak Plot No.199, Milkey Chak Tent
City Road P.O- Begumpur, P.S. Bypass Patna, Bihar -800 009 |
| Perungudi No: 142, Developed Industrial Estate, Palavakkam
Village, Perungudi, Chennai - 600 096 |
Rudrapur Near Chattarpur Village, Behind Ashok Leyland,
Rudhrapur, Uttarkhand - 263 153 |
Raipur Khasra No. Part of 467/(1,3,4,5,6,7), situated at
Village Cherikhedi, Tahsil Raipur, Chattisgarh - 344 455 |
| Ranchi Village Garh Khatanga and Lal Khatanga, RS Plot N.
425/561/563, Ranchi, Jharkhand - 834 003 |
Sanathal Plot No. 14 / 15 /16, Behind Sanchi Cement Godown,
Sarkhej-Saanand Road, Village Sanathal, P.O.Ullariya, Tal: Sanand, Ahmedabad, Gujarat -
382 210 |
Surat Plot No A- 7/1, GIDC, Ichhapore, Magadalla Hazira Road,
Surat, Gujarat - 394 510 |
| Sarjapura No:51/1,2,3, Sompura Gate, Bangalore, Karnataka -
562 125 |
Sonipet Gold Plus Road, Near Bharat Petroleum Pump, Gahalgarh
Chowk, Sonepat, Haryana - 131 001 |
Sitapura Plot no. 782 & 783, village Ramachandrapura,
Taluk Sanganer, Goner Road, Sitapur Industrial Estate, Jaipur, Rajasthan - 302 022 |
| Surat-III Land Bearing No 20 of Vareli Village, Near Vareli
Garden Mill, Kadodara GIDC, Surat, Gujarat - 394 327 |
Uppal B -12 / A IDA Uppal, Hyderabad, Telangana - 500 039 |
Udaipur A - 204 MIA, Road No.11, Madri, Udaipur, Rajasthan -
313 003 |
| Vasco Plot No:23/26, Chowgule Industries Plots, Zuari Nagar,
Sancoale, Goa - 403 726 |
Vijayawada Survey no. 1/1, Vaddeswaram Village, Tabepalli
Mandal, Guntur, Andhra Pradesh - 522 001 |
Vizag Plot No.235, D Block, Autonagar, Gajuwaka,
Visakhapatnam, Andhra Pradesh - 530 012 |
| Vizag-II Survey No.230/3, 230/11, Gambheeram Village,
Anandpuram Mandal, Visakhapatnam, Andra Pradesh - 531 163 |
Vaishnodevi Umiya Infracon, Block No.586/1, Jaspur, Opp.Shil
Gram, Gant No.1, Nr. Vaishnodevi Circle, Ahemdabad, Gujarat - 382 721 |
Whitefield No:20/A, Vishveshwaraiah Industrial Area,
Mahadevapura, Bangalore, Karnataka - 560 048 |
| RMX Project Plants |
|
|
| CIT JV-MM3-I Anik Wadala Road, Wadala East, Near Mono Rail
Depot, Mumbai, Maharashtra - 400 037 |
CIT JV-MM3-II Anik Wadala Road, Wadala East, Near Mono Rail
Depot, Mumbai, Maharashtra - 400 037 |
HSR- Chival - I Survey No.586, 588, 534 & 535, Village
Balda, Taluka-Pardi, District -Valsad, Gujarat - 396 125 |
| HSR-II Survey No.586, 588, 534 & 535, Village Balda,
Taluka-Pardi, District-Valsad, Gujarat - 396 125 |
|
|
P. Address for correspondence
Ms. Shruta Sanghavi
SVP and Company Secretary
Equinox Business Park, Tower 3,
East Wing, 4th Floor, LBS Marg,
Kurla (West) Mumbai-400 070 E-mail: investor.relations@nuvoco.com
Q. Credit Ratings obtained by the Company
The details of Credit Ratings obtained by the Company have been
disclosed in the Board's Report, which forms part of this Integrated Annual Report.
R. Other Disclosures
a. Disclosures on materially significant Related Party Transactions
that may have potential conflict with the interests of the Company at large
During the year under review, all the Related Party Transactions that
were entered into were on an arm's length basis and in the ordinary course of business,
and there were no material Related Party Transactions that had potential conflict with the
interest of the Company at large.
The details of the transactions with the related parties are placed
before the Audit Committee on a quarterly basis in compliance with the provisions of
Section 177 of the Act and Rules framed thereunder and Regulation 23 of the Listing
Regulations. Details of Related Party Transactions are disclosed in the notes to the
Financial Statements as per the applicable Indian Accounting Standards.
Pursuant to Regulation 23 of the Listing Regulations, Policy on
materiality of the Related Party Transactions and on dealing with Related Party
Transactions is available on the Company's website at www.nuvoco.
com/Policies/Policv-on-Materialitv-of-RPT-&-Dealing- with-RPTs.
b. Compliance with regards to Capital Market
The Company has complied with all the Rules, Regulations and Guidelines
prescribed by SEBI and Stock Exchanges as applicable to the Company from time to time.
During the last 3 (three) years, there were no penalties or strictures
imposed on the Company by the Stock Exchanges, SEBI and/or any other statutory authorities
on matters relating to capital market.
c. Vigil Mechanism/ Whistleblower Policy:
The Company has adopted a Whistleblower Policy and established the
necessary Vigil Mechanism, which is in line with Section 177 of the Act and Regulation 22
of the Listing Regulations. The Policy provides for adequate safeguards against
victimisation and all stakeholders have access to the Audit Committee. The details of
Vigil Mechanism/ Whistleblower Policy have been disclosed in the Board's Report, which
forms part of this Integrated Annual Report. The Policy is available on the Company's
website at www.nuvoco. com/Policies/Vigil-Mechanism-and-Whistleblower- Policy.
d. Adoption of Mandatory and Discretionary 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: The Board
The Chairman's office is separate from that of the Managing Director.
Unmodified opinion in Audit Report
The Company's Financial Statements for FY 2023-24 are with unmodified
audit opinion.
Separate posts of Chairman and Managing Director
The Chairman of the Board is a Non-Executive Director and his position
is separate from that of the Managing Director.
Reporting of the Internal Auditor
The Company's Internal Audit department co-sourced with professional
firm of Chartered Accountants have access to the Audit Committee and their representatives
participate in the Audit Committee meetings and present their observations to the Audit
Committee when the audit matter is discussed.
e. Utilisation of funds raised through preferential allotment or
qualified institutions placement as specified under Regulation 32 (7A) of the Listing
Regulations
During the year under review, the Company has not raised any funds
through preferential allotment or qualified institutions placement as specified under
Regulation 32(7A) of the Listing Regulations.
f. Certification by Practicing Company Secretary
As per the Listing Regulations, the Company has obtained a certificate
from the Company Secretary in practice confirming that none of the Directors on the Board
of the Company have been debarred or disqualified, from being appointed or continuing as
Directors, by SEBI/MCA or any such authority and the same is appended as an Annexure to
this Report.
g. Acceptance of recommendation of Committees by the Board
During the year under review, there have been no instances when the
recommendations of any of the Committees were not accepted by the Board.
h. Fees paid to M/s. M S K A & Associates, Chartered Accountants,
Statutory Auditors and all entities in the network firm of the Statutory Auditors
During FY 2023-24, total fees of '1.69 crores was paid on a
consolidated basis (including fees of '56 lakhs paid by NVL), for all services to M/s. M S
K A & Associates, Chartered Accountants, Statutory Auditors.
M/s. M S K A & Associates, Chartered Accountants, was appointed as
Statutory Auditors of NVL at the 14th AGM held on July 05, 2021 for the term of
5 (five) consecutive years to hold office from the conclusion of 14th AGM until
the conclusion of 19th AGM.
i. Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
The disclosures regarding the complaints of sexual harassment have been
disclosed in the Board's Report which forms part of this Integrated Annual Report.
j. Loans and Advances
The details of Loan and Advances are given in the notes to the
Financial Statements. There were no loans and advances granted by the Company or NVL in
the nature of loans to firms/companies in which the Directors of the Company or NVL were
interested pursuant to the provisions of Section 184 of the Act.
k. Compliance with Corporate Governance requirements
The Company has complied with the requirements specified in Regulations
17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing
Regulations.
A certificate from the Secretarial Auditors confirming compliance with
conditions of Corporate Governance is annexed to this Report.
l. Particulars of Senior Management
| Sr. No. |
Name of senior management |
| 1 |
Mr. Jayakumar Krishnaswamy |
| 2 |
Mr. Sanjay Joshi |
| 3 |
Mr. Anant Mahobe |
| 4 |
Mr. Maneesh Agrawal |
| 5 |
Mrs. Madhumita Basu |
| 6 |
Mr. Sunil Mahajan |
| 7 |
Ms. Manisha Kelkar |
| 8 |
Mr. Prashant Jha |
| 9 |
Mr. Rajiv Thakur |
| 10 |
Ms. Shruta Sanghavi |
| 11 |
Mr. Venkata Korrapati* |
m. Code of Conduct
All the members of the Board and Senior Management Personnel have
affirmed compliance with the Code of Conduct for Board and Senior Management for FY
2023-24. The declaration to this effect signed by the Managing Director of the Company is
annexed to this Report.
n. Codes and Policies as per the SEBI (Prohibition of Insider Trading)
Regulations, 2015
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time (the "PIT Regulations"), the
Board has adopted the Code of Conduct for Prevention of Insider Trading ("Code of
Conduct") to regulate, monitor and report trading in the securities of the Company by
its Designated Persons and Code of Practices and Procedures for Fair Disclosure of UPSI.
The Company has also adopted the Policy and Procedure for inquiry in case of Leak of UPSI
or suspected leak of UPSI.
Ms. Shruta Sanghavi, Company Secretary of the Company has been
designated as Chief Investor
Relations Officer, for dealing with dissemination of information and
disclosure of UPSI. She has also been designated as Compliance Officer for regulating,
monitoring, trading and reporting on trading by the Insiders as required under the PIT
Regulations and Code of Conduct of the Company.
The Company obtains disclosures/declarations/ undertakings required to
be given by Designated Persons as required under the Code of Conduct. The Structural
Digital Database ("SDD") as required under the PIT Regulations is also
maintained by the Company.
During the year under review, the Compliance Officer conducted several
workshops with the Designated Person(s) to create awareness on various aspects of the Code
of Conduct and the PIT Regulations.
The Audit Committee reviews cases of noncompliances, if any. The said
non-compliances are promptly intimated to Stock Exchanges in the prescribed format and
penalty, if any, are levied in accordance with PIT Regulations and Code of Conduct. For
the year under review, no such instance has aroused where penalty was levied.
The Code of Practices and Procedures for Fair Disclosure of UPSI is
available on the Company's website at www.nuvoco.com/Policies/Code-of-
Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.
o. Demat Suspense Account/ Unclaimed Suspense Account
There are no shares lying in the demat suspense account or unclaimed
suspense account.
p. CEO and CFO Certification
The Managing Director and CFO of the Company give annual certification
on financial reporting and internal controls to the Board in terms of Regulation 17(8) of
the Listing Regulations. The Managing Director and CFO also give quarterly certification
on financial results while placing the financial results before the Board in terms of
Regulation 33(2) of the Listing Regulations.
q. Registration of e-mail addresses permanently with the
Company/Depository Participants
To support the green initiative, the Members are requested to
register/update their e-mail addresses with their concerned Depository Participants for
all future communications.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
| 1. Corporate Identity Number (CIN) of the Listed Entity |
L26940MH1999PLC118229 |
| 2. Name of the Listed Entity |
Nuvoco Vistas Corporation Limited |
| 3. Year of incorporation |
1999 |
| 4. Registered office address |
Equinox Business Park, Tower 3, East Wing, 4th
floor, |
| 5. Corporate address |
LBS Marg, Kurla (West), Mumbai - 400 070 |
| 6. E-mail |
investor.relations@nuvoco.com |
| 7. Telephone |
022-6769 2500 |
| 8. Website |
www.nuvoco.com |
| 9. Financial year for which reporting is being done |
April 01,2023 to March 31,2024 |
| 10. Name of the Stock Exchange(s) where shares are listed |
BSE Limited The National Stock Exchange of India Limited |
| 11. Paid-up Capital |
'357.16 crores |
| 12. Name and contact details (telephone, email address) of
the person who may be contacted in case of any queries on the BRSR report |
Ms. Shruta Sanghavi Company Secretary and Compliance Officer
Equinox Business Park, Tower 3, East Wing, 4th floor, LBS Marg, Kurla (West),
Mumbai - 400 070 Email - investor.relations@nuvoco.com |
| 13. Reporting boundary - Are the disclosures under this
report made on a standalone basis (i.e. only for the entity) or on a consolidated basis
(i.e. for the entity and all the entities which form a part of its consolidated financial
statements, taken together). |
Consolidated basis The reporting boundary for FY 2023-24 has
been revised as compared to FY 2022-23. Accordingly, there are certain restatements in FY
2022-23, due to change in reporting boundary. These restatements would enable consistency
and comparability of information. |
| 14. Name of Assurance provider |
NA |
| 15. Type of assurance obtained |
NA |
Note: The Company has undertaken Limited Assurance from Ernst &
Young Associates LLP (EY) for the Environmental indicators as per the GRI Standards. The
Environmental Indicators as per GRI Standards and the Assurance Report forms part of the
Integrated Annual Report.
II. Products/services
16. Details of business activities (accounting for 90% of the
turnover):
| S. No. |
Description of Main Activity |
Description of Business Activity |
% of Turnover of the entity |
| 1 |
Manufacturing |
Other manufacturing |
100 |
| 17. Products/Services sold by the entity (accounting for 90%
of the entity's turnover): |
|
|
| S. No. Product/ Service |
NIC Code |
% of total Turnover contributed |
| 1 Cement and Ready-Mix Concrete |
239 |
100 |
III. Operations
18. Number of locations where plants and/or operations/offices of the
entity are situated:
| Location |
Number of plants |
Number of offices |
Total |
| National |
5 - Integrated Units |
1 - Head Office |
85 |
|
6 - Grinding Units |
14 - Regional Sales Office |
|
|
58 - RMX Plants |
1 - Construction Development and Innovation Centre |
|
|
69 - Total manufacturing units |
16 - Total offices |
|
| International |
Nil |
Nil |
NA |
19. Markets served by the entity: a. Number of locations
| Locations |
Number |
| National (No. of States) |
14 |
| International (No. of Countries) |
Nil |
b. What is the contribution of exports as a percentage of the total
turnover of the entity?
Nil
c. A brief on types of customers
The Company caters to a diverse range of customers, from Individual
Home Builders to Small Housing Contractors, Entities undertaking Turnkey Projects and
Infrastructure Companies.
IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
| S. |
Particulars |
Total(A) |
Male |
Female |
| No. |
|
|
No. (B) |
% (B / A) |
No. (C) |
% (C / A) |
| Employees |
|
|
|
|
|
| 1. |
Permanent (D) |
3,849 |
3,731 |
97 |
118 |
3 |
| 2. |
Other than Permanent (E) |
- |
- |
- |
- |
- |
| 3. |
Total employees (D + E) |
3,849 |
3,731 |
97 |
118 |
3 |
| Workers |
|
|
|
|
|
| 4. |
Permanent (F) |
243 |
242 |
99.59 |
1 |
0.41 |
| 5. |
Other than Permanent (G) |
7,600 |
7,305 |
96.12 |
295 |
3.88 |
| 6. |
Total workers (F + G) |
7,843 |
7,547 |
96.23 |
296 |
3.77 |
b. Differently abled Employees and workers:
| S. No |
Particulars |
Total (A) |
Male |
Female |
|
|
|
No. (B) |
% (B / A) |
No. (C) |
% (C / A) |
| Differently Abled Employees |
|
|
|
|
|
| 1. |
Permanent (D) |
6 |
6 |
100 |
- |
- |
| 2. |
Other than Permanent (E) |
- |
- |
- |
- |
- |
| 3. |
Total differently abled employees (D + E) |
6 |
6 |
100 |
- |
- |
| Differently Abled Workers |
|
|
|
|
|
| 4. |
Permanent (F) |
|
|
|
|
|
| 5. |
Other than permanent (G) |
|
|
Nil |
|
|
| 6. |
Total differently abled workers (F + G) |
|
|
|
|
|
21. Participation/Inclusion/Representation of women
|
Total(A) |
No. and percentage of Females |
|
|
No. (B) |
% (B / A) |
| Board of Directors (BOD) |
6 |
1 |
16.67 |
| Key Managerial Personnel (KMP) |
4 |
2 |
50 |
22. Turnover rate for permanent employees and workers (in %)
|
FY 2023-24 FY 2022-23 |
FY 2021-22 |
|
Male |
Female |
Total |
Male |
Female |
Total |
Male |
Female |
Total |
| Permanent Employees |
17.6 |
25.1 |
17.8 |
17.3 |
16.9 |
17.4 |
14.5 |
15.8 |
14.9 |
| Permanent Workers |
16.3 |
- |
16.3 |
13.55 |
- |
13.55 |
7.52 |
- |
7.52 |
V. Holding, Subsidiary and Associate Companies (including joint
ventures)
23. (a) Names of holding / subsidiary / associate companies / joint
ventures
| S. No. Name of the holding / subsidiary / associate companies
/ joint ventures (A) |
Indicate whether holding/ Subsidiary/ Associate/ Joint
Venture |
% of shares held by listed entity |
Does the entity indicated at column A,
participate in the Business Responsibility initiatives of the listed entity? (Yes/No) |
| 1 Niyogi Enterprise Private Limited ("NEPL") |
Holding |
60.16* |
No |
| 2 NU Vista Limited |
Wholly owned subsidiary |
100 |
Yes |
| 3 Wardha Vaalley Coal Field Private Limited |
Joint Venture |
19.14 |
No |
| 4 AMP Energy Green (C&I) Two Private Limited# |
Associate |
26.36** |
No |
VI. CSR Details
| 24. (i) Whether CSR is applicable as per section 135 of
Companies Act, 2013: (Yes/No) |
Yes |
| (ii) Turnover (in ') (Consolidated revenue from operations) |
10,732.89 crores |
| (iii) Net worth (in ') (Consolidated) |
8,983.52 crores |
VII. Transparency and Disclosures Compliances
25. Complaints/Grievances on any of the principles (Principles 1 to 9)
under the National Guidelines on Responsible Business Conduct:
| Stakeholder group from whom complaint is received |
Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then
provide web-link for grievance redress policy) |
FY 2023-24 FY 2022-23 |
|
|
Number of complaints filed during the year |
Number of complaints pending resolution at
close of the year |
Remarks |
Number of complaints filed during the year |
Number of complaints pending resolution at
close of the year |
Remarks |
| Communities |
The Company has a mechanism in place for periodic meetings
with community members to discuss the progress of projects and also to receive feedback on
outcomes of the project |
Nil |
Nil |
NA |
Nil |
Nil |
NA |
| Investors (other than shareholders) |
Complaint can be lodged by the investors and shareholders on
the SEBI SCORES Platform (www.scores.gov.in) and by email on our investor relations email
id: investor.relations@nuvoco.com |
Nil |
Nil |
NA |
Nil |
Nil |
NA |
| Shareholders |
|
3 |
Nil |
NA |
9 |
Nil |
NA |
| Employees and workers |
The Company has a Vigil Mechanism and Whistleblower Policy
which can be accessed at www.nuvoco.com/Policies/ Vigil-Mechanismand-Whistleblower- Policy |
6 |
Nil |
NA |
20 |
Nil |
NA |
| Value Chain Partners |
|
Nil |
Nil |
NA |
22 |
Nil |
NA |
| Customers |
The Company's Customer service team is responsible for the
complaint handling process. Customers can register their issues / feedback / queries
through various modes like dealers, employees, Company Website, Contact Centre |
2,429 |
65 |
NA |
2,116 |
36 |
NA |
| Other (please specify) |
- |
Nil |
Nil |
NA |
Nil |
Nil |
NA |
26. Overview of the entity's material responsible business conduct
issues
Please indicate material responsible business conduct and
sustainability issues pertaining to environmental and social matters that present a risk
or an opportunity to your business, rationale for identifying the same, approach to adapt
or mitigate the risk along-with its financial implications, as per the following format
| S. |
Material issue identified |
Indicate |
Rationale for |
In case of risk, |
Financial |
| No. |
|
whether risk or opportunity (R/O) |
identifying the risk/ opportunity |
approach to adapt or mitigate |
implications of the risk or opportunity (Indicate positive or
negative implications) |
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures,
policies and processes put in place towards adopting the NGRBC Principles and Core
Elements.
| Discl osure Questions P1 |
P2 |
P3 |
P4 |
P5 |
P6 |
P7 |
P8 |
P9 |
|
| Polic y and management processes |
|
|
|
|
|
|
|
|
|
| 1. a. Whether your entity's policy/policies cover each
principle and its core elements of the NGRBCs. (Yes/No) |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
- |
Yes |
Yes |
| b. Has the policy been approved by the Board? (Yes/No) |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
- |
Yes |
Yes |
| c. Web Link of the Policies, if available |
www.nuvoco.com |
|
|
|
|
|
|
|
|
| 2. Whether the entity has translated the policy into
procedures. (Yes / No) Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
- |
Yes |
Yes |
|
| 3. Do the enlisted policies extend to your value chain
partners? (Yes/No) The Company expects its value chain partners to adhere to the listed
policies in all their dealings. |
|
|
|
|
|
|
|
|
|
| 4. Name of the national and international codes/
certifications/labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest
Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and
mapped to each principle. ISO 14001; ISO 9001; OHSAS; BIS; United Nations Sustainable
Development Goals ("SDGs"); Global Reporting Initiative ("GRI")
standards; Green Product Certification Standard by CII - Godrej GBC |
|
|
|
|
|
|
|
|
|
| 5. Specific commitments, goals and targets set by the entity
with defined timelines, if any. No |
No |
No |
No |
No |
Yes* |
|
No |
No |
|
| 6. Performance of the entity against the specific
commitments, goals and targets along-with reasons in case the same are not met. The
performance of each of the principles is reviewed periodically by the sustainability team
along with the senior management team. |
|
|
|
|
|
|
|
|
|
*2% carbon emissions intensity reduction on a Y-o-Y basis, Reducing
water use by 5% on a Y-o-Y basis, Installing >15 MWp solar capacity by 2025
Governance, leadership and oversight
| 7. Statement by director responsible for the business
responsibility report, highlighting ESG related challenges, targets and achievements
(listed entity has flexibility regarding the placement of this disclosure) |
Please refer 'From the Desk of Managing Director' of the
<IR> |
| 8. Details of the highest authority responsible for
implementation and oversight of the Business Responsibility policy (ies). |
Mr. Jayakumar Krishnaswamy, Managing Director E-mail id:
investor.relations@nuvoco.com |
| 9. Does the entity have a specified Committee of the Board/
Director responsible for decision making on sustainability related issues? (Yes / No). |
Mr. Jayakumar Krishnaswamy, Managing Director E-mail id:
investor.relations@nuvoco.com |
10. Details of Review of NGRBCs by the Company:
| Subject for Review |
Indicate whether review was undertaken by Director /
Committee of the Board/Any other Committee |
Frequency (Annually/ Half yearly/
Quarterly/ Any other - please specify) |
|
P1 P2 P3 P4 P5 P6 P7 P8 P9 |
P1 P2 P3 P4 P5 P6 P7 P8 P9 |
| Performance against above policies and follow up action |
The Company's business responsibility policies are reviewed
by the senior leadership team, including the Managing Director, periodically or when
needed. During these assessments, the effectiveness of the policies is evaluated, and any
required modifications to the policies and procedures are made. |
|
| Compliance with statutory requirements of relevance to the
principles, and, rectification of any non-compliances |
The Company is compliant with applicable rules and
regulations on an ongoing basis. |
|
| 11. Has the entity carried out independent assessment/
evaluation of the working of its |
P1 |
P2 |
P3 |
P4 |
P5 |
P6 |
P7 |
P8 |
P9 |
| policies by an external agency? (Yes/No). If yes, provide
name of the agency. |
No |
|
|
|
|
|
|
|
|
| 12. If answer to question (1) above is "No" i.e.
not all Principles are covered by a policy, reasons to be stated: |
|
| Questions |
P1 P2 P3 P4 P5 P6 P7 P8 P9 |
| The entity does not consider the Principles material to its
business (Yes/No) |
|
| The entity is not at a stage where it is in a position to
formulate and implement the policies on specified principles (Yes/No) |
|
| The entity does not have the financial or/human and technical
resources available for the task (Yes/No) |
NA |
| It is planned to be done in the next financial year (Yes/No) |
|
| Any other reason (please specify) |
|
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance
in integrating the Principles and Core Elements with key processes and decisions. The
information sought is categorized as "Essential" and "Leadership".
While the essential indicators are expected to be disclosed by every entity that is
mandated to file this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially,
environmentally and ethically responsible.
#CGEnd#
#BRStart#
PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN
THEMSELVES WITH INTEGRITY, AND IN A MANNER THAT IS ETHICAL, TRANSPARENT AND
ACCOUNTABLE.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of
the Principles during the financial year:
| Segment |
Total number of training and awareness
programmes held |
Topics / principles covered under the
training and its impact |
%age of persons in respective category
covered by the awareness programmes |
| BOD |
22 |
During the year, the Company's Board of Directors (including
Committees) have invested time on various updates comprising matters relating to the
business, economy, industry, health and safety, risk management framework, IT processes,
environmental, social and governance, legal and regulatory parameters, among others. |
100 |
| KMP |
39 |
a. POSH |
100 |
| Employees other than BOD and KMP |
|
b. COBC |
|
| Workers |
5 |
a. POSH b. COBC |
100 |
2. Details of fines / penalties /punishment/ award/ compounding fees/
settlement amount paid in proceedings (by the entity or by directors / KMP) with
regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the
following format (Note: the entity shall make disclosures on the basis of materiality as
specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations)
Regulations, 2015 and as disclosed on the entity's website):
| Monetary |
NGRBC Principle |
Name of the regulatory/ enforcement
agencies/ judicial institutions |
Amount (in ') |
Brief of the Case |
Has an appeal been preferred? (Yes/No) |
| Penalty/ Fine |
|
|
|
|
|
| Settlement |
|
|
Nil |
|
|
| Compounding fee |
|
|
|
|
|
|
Non-Monetary |
|
|
NGRBC Principle |
Name of the regulatory/ enforcement
agencies/ judicial institutions |
Brief of the Case |
Has an appeal been preferred? (Yes/No) |
|
| Imprisonment |
|
|
Nil |
|
|
| Punishment |
|
|
|
|
|
| 3. Of the instances disclosed in Question 2
above, details of the Appeal/ Revision p monetary action has been appealed. |
referred in cases where monetary or non- |
|
|
|
|
| Case Details |
|
Name of the regulatory/ enforcement agencies/ judicial
institutions |
|
|
|
|
|
Nil |
|
|
|
4. Does the entity have an anti-corruption or anti-bribery policy? If
yes, provide details in brief and if available, provide a web-link to the policy.
Yes. The policy states that all stakeholders are strictly prohibited
from providing or offering any improper financial or non-financial benefits, either
directly or indirectly through intermediaries, to public and/or private officials.
Engaging in such activities is against the law, and any stakeholder found guilty of
bribery while fulfilling their duties may face legal consequences, civil or criminal
liabilities, and disciplinary actions, including termination of employment. It is
imperative to avoid obtaining information through illegitimate methods, such as bribery or
espionage targeting the Company's competitors.
Web-link: www.nuvoco.com/Policies/Code-of-Business-Conduct
5. Number of Directors/ KMP/employees/ workers against whom
disciplinary action was taken by any law enforcement agency for the charges of bribery/
corruption:
|
FY 2023-24 FY 2022-23 |
| Directors |
Nil |
Nil |
| KMP |
|
|
| Employees |
|
|
| Workers |
|
|
6. Details of complaints with regard to conflict of interest:
|
Number |
Remarks |
| Number of complaints received in relation to issues of
conflict of interest of the Directors |
Nil |
Nil |
| Number of complaints received in relation to issues of
conflict of interest of the KMP |
|
|
7. Provide details of any corrective action taken or underway on issues
related to fines / penalties / action taken by regulators/ law enforcement agencies/
judicial institutions, on cases of corruption and conflicts of interest.
Not applicable.
8. Number of days of accounts payables ((Accounts payable *365) / Cost
of goods/services procured) in the following format:
|
FY 2023-24 |
|
| FY 2022-23 |
|
|
| Number of days of accounts payables |
73 |
71 |
9. Openness of business
Provide details of concentration of purchases and sales with trading
houses, dealers, and related parties along-with loans and advances & investments, with
related parties, in the following format:
| Parameter Metrics |
FY 2023-24 FY 2022-23 |
| Concentration a. Purchases from trading houses as % of total
purchases |
Nil |
Nil |
| of Purchases b. Number of trading houses where purchases are
made from |
Nil |
Nil |
| c. Purchases from top 10 trading houses as % of total
purchases from trading houses |
Nil |
Nil |
| Concentration a. Sales to dealers / distributors as % of
total sales |
73.46 |
73.69 |
| of Sales b. Number of dealers / distributors to whom sales
are made |
8793 |
9535 |
| c. Sales to top 10 dealers / distributors as % of total sales
to dealers / distributors |
7.2% |
6.5% |
| Share of RPTs a. Purchases (Purchases with related parties /
Total Purchases) |
0.00046% |
0.00748% |
| in b. Sales (Sales to related parties / Total Sales) |
0.15% |
0.08% |
| c. Loans & advances (Loans & advances given to
related parties / Total loans & advances) |
34.55% |
38.92% |
| d. Investments (Investments in related parties / Total
Investments made) |
93.73% |
Nil |
PRINCIPLE 2: Businesses should provide goods and services in a manner
that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in
specific technologies to improve the environmental and social impacts of product and
processes to total R&D and capex investments made by the entity, respectively.
|
FY 2023-24 (in %) FY 2022-23
(in %) |
Details of improvements in environmental and social impacts |
| R&D |
3.40 |
2.00 |
Kindly refer to Annexure 5 of the Board's Report |
| Capex |
25.38 |
25.35 |
|
2. a. Does the entity have procedures in place for sustainable
sourcing? (Yes/No)
Yes, the Company continues to drive its initiatives defined under its
sustainability program called Protect Our Planet ("POP").
b. If yes, what percentage of inputs were sourced sustainably?
-13%
This includes the sourcing of alternative fuels, alternative raw
materials, waste recovery-based fuel and raw materials.
3. Describe the processes in place to safely reclaim your products for
reusing, recycling and disposing at the end of life, for (a) Plastics (including
packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
| Plastics (including packaging) |
The Company follows circularity principles in the
manufacturing and end use stage of the product lifecycle through RDF co-processing for
energy recovery. The Company has surpassed its EPR (Extended Producer Responsibility)
obligations related to plastic waste. The Company has also processed 1.4 KT of plastic
waste. |
| E-waste |
All electronic waste (e-waste) generated by the Company is
diligently collected and stored at designated facilities for sorting purposes, after which
it is dispatched to authorised vendors for proper disposal. |
| Hazardous waste |
The Company's integrated units are authorised to co-process
hazardous waste from other industries, provided it meets acceptable calorific values.
Internal hazardous waste is stored and disposed of in compliance with regulatory
standards. Collected hazardous waste is sent to approved recyclers, reinforcing our
commitment to responsible waste management. |
| Other Waste |
Fly ash generated from Captive Power Plants is reused to
produce cement. Additionally, other wastes such as canteen waste, horticulture waste, and
municipal solid waste (MSW) are collected using color-coded bins, then stored and disposed
of sustainably. |
4. Whether Extended Producer Responsibility (EPR) is applicable to the
entity's activities (Yes / No). If yes, whether the waste collection plan is in line with
the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If
not, provide steps taken to address the same.
Yes, The Company, as a cement manufacturer, operates under Extended
Producer Responsibility (EPR) regulations, aligning its waste management plan with EPR
submissions to Pollution Control Boards. This approach ensures compliance with regulations
and emphasises responsible waste management practices.
Leadership Indicators
1. Percentage of recycled or reused input material to total material
(by value) used in production (for manufacturing industry)
or providing services (for service industry).
| Indicate input material |
Recycled or re-used input
material to total material |
|
FY 2023-24 (in %) |
FY 2022-23 (in %) |
| Slag |
16 |
13.55 |
| Fly Ash |
14 |
10.97 |
| Chemical Gypsum |
3 |
1.43 |
2. Reclaimed products and their packaging materials (as percentage of products sold)
for each product category.
| Indicate Product Category |
Reclaimed products and their packaging materials as % of
total products sold in respective category |
| Plastics |
The Company has demonstrated its committment to
sustainability by reclaiming and recycling over 79.4 lakhs of polypropylene bags
representing around 2.3% of the total packaging bags consumed. |
essential indicators
1. a. Details of measures for the well-being of employees:
| Category |
% of employees covered by |
|
|
|
|
|
|
|
|
|
|
|
Total (A) |
Health insurance |
Accident insurance |
Maternity benefits |
Paternity Benefits |
Day Care facilities |
|
|
Number (B) |
% (B / A) |
Number (C) |
% (C / A) |
Number (D) |
% (D / A) |
Number (E) |
% (E / A) |
Number (F) |
% (F / A) |
| Permanent employees |
|
|
|
|
|
|
|
|
|
|
|
| Male |
3,731 |
3,731 |
100 |
3,731 |
100 |
Nil |
NA |
3,731 |
100 |
Nil |
NA |
| Female |
118 |
118 |
100 |
118 |
100 |
118 |
100 |
Nil |
NA |
Nil |
NA |
| Total |
3,849 |
3,849 |
100 |
3,849 |
100 |
118 |
100 |
3,731 |
100 |
Nil |
NA |
|
Other than Permanent employees |
|
|
|
|
|
|
|
|
|
|
| Male Female Total |
|
|
|
|
|
Nil |
|
|
|
|
|
b. Details of measures for the well-being of workers:
| Category |
% of workers covered by |
|
|
|
|
|
|
|
|
|
|
|
Total (A) |
Health insurance |
Accident insurance |
Maternity benefits |
Paternity Benefits |
Day Care facilities |
|
|
Number (B) |
% (B / A) |
Number (C) |
% (C / A) |
Number (D) |
% (D / A) |
Number (E) |
% (E / A) |
Number (F) |
% (F / A) |
| Permanent Workers |
|
|
|
|
|
|
|
|
|
|
|
| Male |
242 |
242 |
100 |
242 |
100 |
Nil |
NA |
242 |
100 |
Nil |
NA |
| Female |
1 |
1 |
100 |
1 |
100 |
1 |
100 |
Nil |
NA |
Nil |
NA |
| Total |
243 |
243 |
100 |
243 |
100 |
1 |
100 |
242 |
100 |
Nil |
NA |
| Other than Permanent Workers* |
|
|
|
|
|
|
|
|
|
|
|
| Male |
7,305 |
7,305 |
100 |
7,305 |
100 |
NA |
NA |
7,305 |
100 |
Nil |
NA |
| Female |
295 |
295 |
100 |
295 |
100 |
295 |
100 |
Nil |
NA |
Nil |
NA |
| Total |
7,600 |
7,600 |
100 |
7,600 |
100 |
295 |
100 |
7,305 |
100 |
Nil |
NA |
c. Spending on measures towards well-being of employees and workers
(including permanent and other than permanent) in the following format:
|
FY 2023-24 |
FY 2022-23 |
| Cost incurred on well-being measures as a % of
total revenue |
0.14 |
0.13 |
| of the company |
|
|
2. Details of retirement benefits, for current financial year and
previous financial year.
| Benefits |
FY 2023-24 |
FY 2022-23 |
|
|
|
|
|
No. of employees covered as a % of total
employees |
No. of workers covered as a % of total
workers |
Deducted and deposited with the authority
(Y/N/N.A.) |
No. of employees covered as a % of total
employees |
No. of workers covered as a % of total
workers |
Deducted and deposited with the authority
(Y/N/N.A.) |
| PF |
100 |
100 |
Yes |
100 |
100 |
Yes |
| Gratuity |
100 |
100 |
N.A. |
100 |
100 |
N.A. |
| ESI* |
100 |
100 |
Yes |
100 |
100 |
Yes |
| Others — please specify |
|
Nil |
|
|
Nil |
|
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently
abled employees and workers, as per the requirements of the Rights of Persons with
Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this
regard.
The Company acknowledges the significance of inclusivity and
accessibility for specially-abled individuals across its operational sites. The Company
has implemented specific measures to provide the required support and infrastructure for
employees with disabilities, enabling them to navigate the premises with ease.
4. Does the entity have an equal opportunity policy as per the Rights
of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.
The Company has a Human Rights Policy whereby it commits to ensuring
equal opportunity across the Organisation in all matters of employment and creating a
workplace free from discrimination on the basis of ethnicity, nationality, region or
social origin, social background, social class, lineage, religion, disability, gender,
sexual orientation, family responsibilities, marital status, group membership, political
affiliation, age, or other status protected by the local laws or laws of other countries.
The Policy is available on the Company's website at
www.nuvoco.com/Policies/Human-Rights-Policy.
5. Return to work and retention rates of permanent employees and
workers that took parental leave.
| Gender |
Permanent employees |
Permanent workers |
|
Return to work rate (in %) |
Retention rate (in %) |
Return to work rate (in %) |
Retention rate (in %) |
| Male |
100 |
100 |
100 |
100 |
| Female |
100 |
100 |
NA |
NA |
| Total |
100 |
100 |
100 |
100 |
6. Is there a mechanism available to receive and redress grievances for
the following categories of employees and worker? If yes, give details of the mechanism in
brief.
|
Yes/No (If Yes, then give details of the mechanism in brief) |
| Permanent Workers |
Yes. The Company has implemented a Vigil Mechanism and
Whistleblower Policy. The stakeholders can lodge a complaint through an e-mail/letter to
the Whistle Officer or directly to |
| Other than Permanent Workers |
|
| Permanent Employees |
the Chairman of the Audit Committee by sending a letter. |
| Other than Permanent Employees |
The Vigil Mechanism and Whistleblower Policy can be accessed
at www.nuvoco.com/Policies/ Vigil-Mechanism-and-Whistleblower-Policy. |
7. Membership of employees and workers in association(s) or unions
recognised by the listed entity:
| Category |
FY 2023-24 FY 2022-23 |
|
Total employees/ workers in respective
category (A) |
No. of employees/ workers in respective
category, who are part of association(s) or Union (B) |
% (B / A) |
Total employees/ workers in respective
category (C) |
No. of employees/ workers in respective
category, who are part of association(s) or Union (D) |
% (D / C) |
| Total Permanent Employees |
|
|
|
|
|
|
| - Male |
|
Nil |
|
|
Nil |
|
| - Female |
|
|
|
|
|
|
| Total Permanent Workers |
243 |
243 |
100 |
287 |
287 |
100 |
| - Male |
242 |
242 |
100 |
286 |
286 |
100 |
| - Female |
1 |
1 |
100 |
1 |
1 |
100 |
8. Details of training given to employees and workers:
| Category |
FY 2023-24 FY 2022-23 |
|
Total (A) |
On health and safety measures |
On skill upgradation |
Total(D) |
On health and safety measures |
On skill upgradation |
|
|
|
|
|
|
No. (B) |
% (B/ A) |
No. (C) |
% (C /A) |
|
No. (E) |
% (E / D) |
No. (F) |
% (F / D) |
| Employees |
|
|
|
|
|
|
|
|
|
|
| Male |
3,731 |
3,731 |
100 |
3,576 |
95.85 |
3,541 |
3,195 |
90.23 |
3,038 |
85.79 |
| Female |
118 |
118 |
100 |
113 |
95.76 |
113 |
113 |
100 |
90 |
79.65 |
| Total |
3,849 |
3,849 |
100 |
3,689 |
95.84 |
3,654 |
3,308 |
90.53 |
3,128 |
85.60 |
| Workers |
|
|
|
|
|
|
|
|
|
|
| Male |
242 |
242 |
100 |
221 |
91.32 |
286 |
286 |
100 |
193 |
67.48 |
| Female |
1 |
1 |
100 |
1 |
100 |
1 |
1 |
100 |
1 |
100 |
| Total |
243 |
243 |
100 |
222 |
91.36 |
287 |
287 |
100 |
194 |
67.83 |
9. Details of performance and career development reviews of employees
and workers:
| Category |
FY 2023-24 FY 2022-23 |
|
Total(A) |
No. (B) |
% (B / A) |
Total (C) |
No. (D) |
% (D / C) |
| Employees |
|
|
|
|
|
|
| Male |
3,731 |
3,731 |
100 |
3,541 |
3,541 |
100 |
| Female |
118 |
118 |
100 |
113 |
113 |
100 |
| Total |
3,849 |
3,849 |
100 |
3,654 |
3,654 |
100 |
| Workers |
|
|
|
|
|
|
| Male |
242 |
242 |
100 |
286 |
286 |
100 |
| Female |
1 |
1 |
100 |
1 |
1 |
100 |
| Total |
243 |
243 |
100 |
287 |
287 |
100 |
10. Health and safety management system:
a. Whether an occupational health and safety management system has been
implemented by the entity? (Yes/ No). If yes, the coverage of such system?
Yes, Safety is a non-negotiable tenant for the Company. The primary
focus is on ensuring the well-being and safety of its employees and workers in offices and
plants across all locations. To achieve this, the Company has established regular training
programs that cover a wide range of areas, including general safety awareness, road
transport guidelines, handling hazardous substances or equipment, emergency response
protocols, and periodic refresher courses. These training initiatives aim to equip the
workforce with the necessary knowledge and skills to navigate potential risks and respond
effectively to various safety situations.
Further, to enhance the focus on safe project execution amid multiple
ongoing projects, a Safety Observation and Resolution Procedure ("SORP") was
introduced as a supplement to the existing safety management systems. SORP ensures that
any high-risk observations made are promptly addressed and resolved on the same day of
their recording. The Company has well established process of Design Safety Review
("DSR") & Pre-Startup Safety Review ("PSSR").
The Company has further extended its commitment to safety beyond its
direct employees and ensures that subcontractors working on the Company's premises adhere
to the same high health and safety standards that the Company upholds. This approach
guarantees a consistent level of safety across all activities taking place within the
facilities.
b. What are the processes used to identify work-related hazards and
assess risks on a routine and non-routine basis by the entity?
To thoroughly evaluate the risks associated with the identified
hazards, the Company conducts a detailed risk assessment and prioritises risks based on
their level of severity and potential impact on employee health and safety. This helps the
Company allocate appropriate resources and prioritise control measures for high-risk
hazards that require immediate attention.
Further, the Company has an in-house developed STARS (SHE Tracking
Analysis and Reporting System) in which incidents such as unsafe act, unsafe condition,
near-miss etc. are reported. The reported incidents are investigated in detail, and
appropriate corrective and preventive actions are implemented to prevent its recurrence.
c. Whether you have processes for workers to report the work related
hazards and to remove themselves from such risks. (Y/N)
Yes.
d. Do the employees/ worker of the entity have access to
non-occupational medical and healthcare services? (Yes/ No)
Yes
11. Details of safety related incidents, in the following format:
| Safety incident/number |
Category* |
FY 2023-24 |
FY 2022-23 |
| Lost Time Injury Frequency Rate (LTIFR) |
Employees |
0.74 |
0.37 |
| (per one million-person hours worked) |
Workers |
0.16 |
0.14 |
| Total recordable work-related injuries |
Employees |
10 |
8 |
|
Workers |
17 |
15 |
| No. of fatalities |
Employees |
0 |
0 |
|
Workers |
1 |
1 |
| High consequence work-related injury or ill-health |
Employees |
6 |
3 |
| (excluding fatalities) |
Workers |
4 |
3 |
Note: Only those injuries have been reported where in medical treatment
beyond first aid was required 12. Describe the measures taken by the entity to ensure a
safe and healthy work place.
The Company prioritises safety and ethical practices in its operations.
It has implemented a comprehensive safety management system and adheres to the highest
corporate standards in its interactions with employees, consumers, and the community. For
further details, kindly refer to Health and Safety ("H&S") para forming part
of the Board's Report.
13. Number of complaints on the following made by employees and
workers:
| Category |
FY 2023-24 |
FY 2022-23 |
|
|
|
|
|
Filed during the year |
Pending resolution at the end of year |
Remarks |
Filed during the year |
Pending resolution at the end of year |
Remarks |
| Working Conditions |
Nil |
NA |
NA |
Nil |
NA |
NA |
| Health & Safety |
Nil |
NA |
NA |
Nil |
NA |
NA |
14. Assessments for the year:
|
% of your plants and offices
that were assessed (by entity or statutory authorities or third parties) |
| Health and safety practices |
100 |
| Working conditions |
100 |
15. Provide details of any corrective action taken or underway to
address safety-related incidents (if any) and on significant risks / concerns arising from
assessments of health & safety practices and working conditions.
There were no significant risks identified from the assessments.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory
package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N).
(A) Employees (officer and non - officer) - Yes
(B) Workers (third party & contract)- No
2. Provide the number of employees / workers having suffered high
consequence work-related injury / ill-health / fatalities (as reported in Q11 of Essential
Indicators above), who have been are rehabilitated and placed in suitable employment or
whose family members have been placed in suitable employment:
|
Total no. of affected employees/ workers |
No. of employees/workers that
are rehabilitated and placed in suitable employment or whose family members have been
placed in suitable employment |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
| Employees |
Nil |
Nil |
Nil |
Nil |
| Workers |
Nil |
Nil |
Nil |
Nil |
PRINCIPLE 4: Businesses should respect the interests of and be
responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the
entity.
Key stakeholders are those who contribute value to the Company's
business and significantly influence it. The Company's key stakeholders include employees,
shareholders/investors, distributors, customers, channel partners, research analysts,
vendors, suppliers, regulators, and government agencies. The identification of these key
stakeholders is carried out by considering both financial resources (capital) and the
influence of stakeholders in relation to their duties, obligations, and the provision of
discretionary assistance and services.
2. List stakeholder groups identified as key for your entity and the
frequency of engagement with each stakeholder group.
| Stakeholder Group |
Whether identified as Vulnerable &
Marginalized Group (Yes/No) |
Channels of communication (Email, SMS,
Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other |
Frequency of engagement (Annually/ Half
yearly/ Quarterly/ others - please specify) |
Purpose and scope of engagement including
key topics and concerns raised during such engagement |
|
Please refer to 'Fostering a Comprehensive
Engagement Strategy' of the <IR> |
|
|
|
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the
Board on economic, environmental, and social topics or if consultation is delegated, how
is feedback from such consultations provided to the Board.
The Company engages with stakeholders such as - Investors, Analysts,
Lenders, Customers, Dealers and Local communities. Also the awareness sessions are being
held at the local level, followed by meetings. The insights, feedback, and information
obtained from these interactions are then communicated to the management comprehensively.
This helps to take informed decisions.
2. Whether stakeholder consultation is used to support the
identification and management of environmental, and social topics (Yes / No). If so,
provide details of instances as to how the inputs received from stakeholders on these
topics were incorporated into policies and activities of the entity.
Yes, The Company had conducted a materiality assessment during the
previous financial year by engaging internal and external stakeholders to identify key
environmental, social & governance issues. This process informs the development of the
Company's environmental and social policies, which are continuously refined through
ongoing engagement with employees, government authorities, distributors, suppliers, and
the local community.
3. Provide details of instances of engagement with, and actions taken
to, address the concerns of vulnerable/ marginalised stakeholder groups.
The Company actively engages with vulnerable and marginalised
stakeholder groups, including women, children, unemployed youth, and marginal farmers,
through its CSR initiatives. For example, initiatives such as Project Nuvo Mason and
Project Daksh offer skill development opportunities to youth, enhancing their
employability and quality of life. Under Project Samriddhi, the Company supports marginal
farmers by helping them adopt new agricultural technologies and providing specialised
training to enhance land productivity, benefiting over 500 farmers. Through Project TARA,
the Company delivers essential healthcare services and nutritional support to women and
children. Its Mobile Medical Service offers free consultations and medicines, benefiting
over 9,000 individuals from more than 36 villages. Project Aakriti empowers women by
teaching them stitching skills, promoting financial independence. Additionally, the
Company equips government schools attended by economically backward children with advanced
educational technology, such as smart classes.
PRINCIPLE 5: Businesses should respect and promote human rights
Essential Indicators
1. Employees and workers who have been provided training on human
rights issues and policy(ies) of the entity, in the following format:
| Category |
FY 2023-24 FY 2022-23 |
|
Total (A) |
No. of employees/ workers covered (B) |
% (B / A) |
Total (C) |
No. of employees/ workers covered (D) |
% (D / C) |
| Employees |
|
|
|
|
|
|
| Permanent |
3,849 |
2,655 |
68.98 |
3,654 |
2,740 |
75 |
| Other than permanent |
Nil |
Nil |
NA |
Nil |
Nil |
NA |
| Total Employees |
3,849 |
2,655 |
68.98 |
3,654 |
2,740 |
75 |
| Workers |
|
|
|
|
|
|
| Permanent |
243 |
76 |
31.28 |
287 |
287 |
100 |
| Other than permanent |
7,600 |
7,600 |
100 |
7,310 |
7,310 |
100 |
| Total Workers |
7,843 |
7,676 |
97.87 |
7,597 |
7,597 |
100 |
2. Details of minimum wages paid to employees and workers, in the
following format:
| Category |
FY 2023-24 |
FY 2022-23 |
|
|
|
|
|
|
|
|
Total (A) |
Equal to minimum wage |
More than minimum wage |
Total (D) |
Equal to minimumwage |
More than minimum wage |
|
|
|
|
|
No. (B) % (B/ A) |
No. (C) |
% (C /A) |
|
No. (E) |
% (E / D) |
No. (F) |
% (F / D) |
| Employees |
|
|
|
|
|
|
|
|
|
| Permanent |
3,849 |
Nil |
3,849 |
100 |
3,654 |
N |
il |
3,654 |
100 |
| Male |
3,731 |
Mil |
3,731 |
100 |
3,541 |
M |
j |
|
3,541 |
| 100 |
|
|
|
|
|
|
|
|
|
| Female |
118 |
Nil |
118 |
100 |
113 |
N |
il |
113 |
100 |
| Other than Permanent |
|
|
|
|
|
|
|
|
|
| Male |
|
Nil |
|
|
|
|
Nil |
|
|
| Female |
|
|
|
|
|
|
|
|
|
| Workers |
|
|
|
|
|
|
|
|
|
| Permanent |
243 |
Nil |
243 |
100 |
287 |
78 |
27.18 |
209 |
72.82 |
| Male |
242 |
Mil |
242 |
100 |
286 |
78 |
27.27 |
208 |
72.73 |
| Female |
1 |
Nil |
1 |
100 |
1 |
0 |
0 |
1 |
100 |
| Other than Permanent* |
|
|
|
|
|
|
|
|
|
| Male |
|
Nil |
|
|
|
|
Nil |
|
|
| Female |
|
|
|
|
|
|
|
|
|
3. Details of remuneration/salary/wages, in the following format: a.
Median Remuneration/ wages:
|
Male |
Female |
|
Number |
Median remuneration/ salary/ wages of
respective category (in ') |
Number |
Median remuneration/ salary/ wages of
respective category (in ') |
| BOD |
5 |
14,37,500 |
1 |
23,25,000 |
| KMP |
2 |
6,16,63,601 |
2 |
2,38,37,161 |
| Employees other than BOD and KMP |
3,731 |
9,89,351 |
118 |
11,86,740 |
| Workers |
242 |
13,53,472 |
1 |
13,53,472 |
Note - a. Remuneration of Non Executive Directors includes sitting fees
and commission
b. The remuneration of Directors does not include the remuneration paid
to Mr. Berjis Desai, Independent Director who has resigned with effect from August 17,
2023
c. Remuneration of MD has been included in KMP
b. Gross wages paid to females as % of total wages paid by the entity,
in the following format:
|
FY 2023-24 |
FY 2022-23 |
| Gross wages paid to females as % of total wages |
3.73 |
3.60 |
4. Do you have a focal point (Individual/ Committee) responsible for
addressing human rights impacts or issues caused or contributed to by the business?
(Yes/No)
Yes.
5. Describe the internal mechanisms in place to redress grievances
related to human rights issues.
To ensure the reporting of human rights concerns, a dedicated grievance
channel has been established for individuals, including employees, suppliers, and external
stakeholders.
6. Number of Complaints on the following made by employees and workers:
| Category |
FY 2023-24 FY 2022-23 |
|
Filed during the year |
Pending resolution at the end of year |
Remarks |
Filed during the year |
Pending resolution at the end of year |
Remarks |
| Sexual Harassment |
2 |
Nil |
NA |
5 |
Nil |
NA |
| Discrimination at workplace |
Nil |
Nil |
NA |
Nil |
Nil |
NA |
| Child Labour |
|
|
|
|
|
|
| Forced Labour/ Involuntary Labour |
|
|
|
|
|
|
| Wages |
|
|
|
|
|
|
| Other human rights related issues |
|
|
|
|
|
|
7. Complaints filed under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, in the following format:
|
FY 2023-24 |
FY 2022-23 |
| Total Complaints reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) |
2 |
5 |
| Complaints on POSH as a % of female employees / workers |
1.69 |
4.42 |
| Complaints on POSH upheld |
2 |
5 |
8. Mechanisms to prevent adverse consequences to the complainant in
discrimination and harassment cases.
The Company incorporates a section in its Vigil Mechanism and
Whistleblower Policy and Code of Business Conduct that emphasises safeguarding the
complainant's identity. Additionally, the Company strictly prohibits any form of
retaliation against individuals who exercise their right to file a complaint in good
faith.
9. Do human rights requirements form part of your business agreements
and contracts? (Yes/No)
No
10. Assessments for the year:
|
% of your plants and offices that were assessed (by entity or
statutory authorities or third parties) |
| Child labour |
100% of the Company's offices and plants were assessed
internally for the mentioned issues. |
| Forced/involuntary labour |
|
| Sexual harassment |
|
| Discrimination at workplace |
|
| Wages |
|
| Others - please specify |
NA |
11. Provide details of any corrective actions taken or underway to
address significant risks / concerns arising from the assessments at Question 10 above.
NA
PRINCIPLE 6: Businesses should respect and make efforts to protect and
restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and
energy intensity, in the following format:
| Parameter |
FY 2023-24 (in GJ) |
FY 2022-23 (in GJ) |
| From renewable sources |
|
|
| Total electricity consumption (A) |
9,21,176 |
9,16,531 |
| Total fuel consumption (B) |
Nil |
Nil |
| Energy consumption through other sources (C) |
8,328 |
10,151 |
| Total energy consumed from renewable sources (A+B+C) |
9,29,504 |
9,26,682 |
| From non-renewable sources |
|
|
| Total electricity consumption (D) |
9,69,046 |
25,66,731 |
| Total fuel consumption (E) |
4,05,35,159 |
3,68,87,685 |
| Energy consumption through other sources (F) |
Nil |
Nil |
| Total energy consumed from non-renewable sources (D+E+F) |
4,15,04,205 |
3,94,54,416 |
| Total energy consumed (A+B+C+D+E+F) |
4,24,33,709 |
4,03,81,098 |
| Energy intensity per rupee of turnover (Total energy consumed
/ Revenue from operations in crores) |
3,954 |
3,815 |
| Energy intensity per rupee of turnover adjusted for
Purchasing Power Parity (PPP) (Total energy consumed / Revenue from operations adjusted
for PPP) |
PPP adjustment is not applicable as the
Company does not have any exports |
|
| Energy intensity in terms of physical output (GJ/tonne of
cementitious material) |
2.28 |
2.14 |
| Energy intensity (optional) - the relevant metric may be
selected by the entity |
Nil |
Nil |
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
2. Does the entity have any sites / facilities identified as designated
consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of
India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved.
In case targets have not been achieved, provide the remedial action taken, if any.
Company's integrated units have been classified as Designated Consumers
under the Perform, Achieve, and Trade (PAT) scheme, aimed at enhancing energy efficiency.
Noteworthy, these units have consistently achieved the targets set in previous PAT cycles,
showcasing the Company's commitment to conserving energy and streamlining resource
consumption.
3. Provide details of the following disclosures related to water, in
the following format:
| Parameter |
FY 2023-24 |
FY 2022-23 |
| Water withdrawal by source (in kilolitres) |
|
|
| (i) Surface water |
11,19,123 |
11,41,910 |
| (ii) Groundwater |
9,66,534 |
9,96,414 |
| (iii) Third party water |
3,76,114 |
3,45,648 |
| (iv) Seawater / desalinated water |
Nil |
Nil |
| (v) Others |
4,60,601 |
4,95,423 |
| Total volume of water withdrawal (in kilolitres) (i + ii +
iii + iv + v) |
29,22,372 |
29,79,395 |
| Total volume of water consumption (in kilolitres) |
29,22,372 |
29,79,395 |
| Water intensity per rupee of turnover (Total water
consumption / revenue from operations in crores) |
272 |
281 |
| Water intensity per rupee of turnover adjusted for Purchasing
Power Parity (PPP) (Total water consumption / Revenue from operations adjusted for PPP) |
PPP adjustment is not applicable as the
Company does not have any exports |
|
| Water intensity in terms of physical output (liters of water
consumption/tonne of cementitious material) |
157 |
158 |
| Water intensity (optional) - the relevant metric may be
selected by the entity |
Nil |
Nil |
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
4. Provide the following details related to water discharged:
| Parameter |
FY 2023-24 |
FY 2022-23 |
| Water discharge by destination and level of treatment (in
kilolitres) |
|
|
| (i) To Surface water |
|
|
| - No treatment |
|
|
| - With treatment - please specify level of treatment |
|
|
| (ii) To Groundwater |
|
|
| - No treatment |
|
|
| - With treatment - please specify level of treatment |
|
|
| (iii) To Seawater |
|
|
| - No treatment |
Nil |
Nil |
| - With treatment - please specify level of treatment |
|
|
| (iv) Sent to third-parties |
|
|
| - No treatment |
|
|
| - With treatment - please specify level of treatment |
|
|
| (v) Others |
|
|
| - No treatment |
|
|
| - With treatment - please specify level of treatment |
|
|
| Total water discharged (in kilolitres) |
|
|
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
5. Has the entity implemented a mechanism for zero liquid discharge? If
yes, provide details of its coverage and implementation.
Yes, the implementation of Sewage Treatment Plants (STPs) guarantees
zero liquid discharge, with treated water efficiently utilised for plantation and dust
suppression purposes. This approach fosters sustainable water management and environmental
conservation, aligning with the Company's commitment to responsible resource utilisation.
6. Please provide details of air emissions (other than GHG emissions)
by the entity, in the following format:
| Parameter |
Please specify unit |
FY 2023-24 |
FY 2022-23 |
| NOx |
tonnes/year |
7,990 |
12,175 |
| SOx |
tonnes/year |
1,084 |
871 |
| Particulate matter (PM) |
tonnes/year |
835 |
1,024 |
| Persistent organic pollutants (POP) |
NA |
Nil |
Nil |
| Volatile organic compounds (VOC) |
|
|
|
| Hazardous air pollutants (HAP) |
|
|
|
| Others - please specify |
|
|
|
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2
emissions) & its intensity, in the following format:
| Parameter |
Unit |
FY 2023-24 |
FY 2022-23 |
| Total Scope 1 emissions (Break-up of the GHG into CO2,
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) |
Metric tonnes of CO2 equivalent |
85,01,933 |
61,47,691 |
| Total Scope 2 emissions (Break-up of the GHG into CO2,
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) |
Metric tonnes of CO2 equivalent |
1,69,250 |
3,85,866 |
| Total Scope 1 and Scope 2 emissions per rupee of turnover
(Total Scope 1 and Scope 2 GHG emissions / Revenue from operations in crores) |
Metric Tonnes/ ' crores |
808 |
617 |
| Parameter |
Unit |
FY 2023-24 |
FY 2022-23 |
| Total Scope 1 and Scope 2 emission intensity per rupee of
turnover adjusted for Purchasing Power Parity (PPP) (Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations adjusted for PPP) |
|
PPP adjustment is not applicable as the
Company does not have any exports |
|
| Total Scope 1 and Scope 2 emission intensity in terms of
physical output |
|
466 |
346 |
| Total Scope 1 and Scope 2 emission intensity (optional) - the
relevant metric may be selected by the entity |
NA |
Nil |
Nil |
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
8. Does the entity have any project related to reducing Green House Gas
emission? If Yes, then provide details.
The Company has launched several projects aimed at reducing greenhouse
gas (GHG) emissions, including:
1. Increasing the solar capacity from 1.5 to 5.3 MWp at Odisha Cement
Plant & Bihar Cement Plant
2. The Nimbol Cement Plant (NCP) and Risda Cement Plant (RCP) project
which focuses on co- processing to increase the AFR% through feeding systems and has
achieved 7.1 to 16.37 AFR % and 5.4 to 12.52 AFR % respectively.
These initiatives, alongside other programs, collectively contribute to
the Company's efforts in mitigating GHG emissions and promoting environmental
sustainability.
9. Provide details related to waste management by the entity, in the
following format:
| Parameter |
FY 2023-24 FY 2022-23 |
| Total Waste generated (in tonnes) |
|
|
| Plastic waste (A) |
300.42 |
204.4 |
| E-waste (B) |
12.43 |
10.66 |
| Bio-medical waste (C) |
0.17 |
0.21 |
| Construction and demolition waste (D) |
52 |
Nil |
| Battery waste (E) |
25.89 |
4.19 |
| Radioactive waste (F) |
Nil |
Nil |
| Other Hazardous waste. Please specify, if any. (G) |
48.34 |
46.39 |
| Other Non-hazardous waste generated (H) - Fly ash from
Captive Power Plant |
2,43,663.52 |
4,20,861 |
| Total (A+B + C + D + E + F + G + H) |
2,44,102.78 |
4,21,126.85 |
| Waste intensity per rupee of turnover (Total waste
consumption / revenue from operations in crores) |
23 |
40 |
| Waste intensity per rupee of turnover adjusted for Purchasing
Power Parity (PPP) (Total waste generated / Revenue from operations adjusted for PPP) |
PPP adjustment is n Company does not ha |
ot applicable as the ve any exports |
| Waste intensity in terms of physical output (kg/tonne of
cementitious material) |
13.13 |
22.31 |
| Waste intensity (optional) - the relevant metric may be
selected by the entity |
|
|
| For each category of waste generated, total waste recovered
through recycling, re-using or other recovery operations (in metric tonnes) |
|
|
| Category of waste |
|
|
|
Nil |
10.16 |
| (i) Recycled (ii) Re-used |
2,43,663.52 |
4,20,861 |
|
Nil |
Nil |
| Total |
2.43.663.52 |
420871.16 |
| For each category of waste generated, total waste disposed by
nature of disposal method (in metric tonnes) |
|
|
| Category of waste |
|
|
| (i) Incineration |
0.0012 |
Nil |
| (ii) Landfilling |
Nil |
Nil |
| (iii) Other disposal operations |
4,949.5 |
1,020 |
| Total |
4,949.5 |
1,020 |
Note: Indicate if any independent assessment/ evaluation/assurance has
been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes,
the Company has obtained Limited Assurance from EY for the Environmental indicators as per
the GRI Standard.
10. Briefly describe the waste management practices adopted in your
establishments. Describe the strategy adopted by your company to reduce usage of hazardous
and toxic chemicals in your products and processes and the practices adopted to manage
such wastes.
The Company has implemented various strategies to reduce the usage of
hazardous and toxic chemicals and effectively manage waste. These practices include:
1. Co-processing processed incinerable waste to generate energy,
increasing renewable energy by installation of new solar plant.
2. Blending fly ash, a by-product, into cement for manufacturing
Pozzolana Portland Cement (PPC), minimizing waste and optimising resource utilisation.
3. Responsibly dispatching hazardous waste requiring specialised
treatment to authorised vendors for proper disposal, ensuring compliance with
environmental regulations.
4. Engaging in research and development efforts to substitute hazardous
materials with safer alternatives, promoting a safer working environment and mitigating
potential environmental risks associated with hazardous substances.
5. Hazardous waste generated viz. lube oil, grease and oily cotton, is
managed through authorised recyclers as per provisions of Hazardous Waste Rules, 2016.
6. Implementation of Sewage Treatment Plants (STPs), with treated water
efficiently utilised for dust suppression purposes. These initiatives underscore the
Company's commitment to sustainable practices and responsible waste management.
11. If the entity has operations/offices in/around ecologically
sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves,
wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where
environmental approvals / clearances are required, please specify details in the following
format:
| S. No. |
Location of operations/ offices |
Type of operations |
Whether the conditions of environmental
approval / clearance are being complied with? (Y/N) If no, the reasons thereof and
corrective action taken, if any. |
|
|
Not Applicable |
|
12. Details of environmental impact assessments of projects undertaken
by the entity based on applicable laws, in the current financial year:
| Name and brief details of project |
EIA Notification No. |
Date |
Whether conducted by independent external
agency (Yes / No) |
Results communicated in public domain (Yes
/ No) |
Relevant Web link |
| Enhancement in Clinker production from 1.94 MTPA to 2.24 MTPA
through process optimisation in the existing Clinker Kiln |
The project is listed under activity 3(b), Cement Plants
under the Schedule of EIA Notification, 2006 and categorised as Category-A. The proposed
enhancement will be as per MoEFCC OM dated 11.04.2022 |
11.04.2022 |
Yes |
Yes |
www.parivesh.nic.in |
13. Is the entity compliant with the applicable environmental law/
regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution)
Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules
thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:
| S. No. |
Specify the law/ regulation/ guidelines
which was not complied with |
Provide details of the noncompliance |
Any fines/ penalties/ action taken by
regulatory agencies such as pollution control boards or by courts |
Corrective action taken, if any |
|
Yes. The Company is compliant with all applicable
environmental law/regulations/guidelines in India. |
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/
associations.
The Company has affiliations with 5 (five) trade and industry chambers
and associations.
b. List the top 10 trade and industry chambers/ associations
(determined based on the total members of such body) the entity is a member of/ affiliated
to.
| S. No. Name of the trade and industry
chambers/ associations |
Reach of trade and industry chambers/
associations (State/National) |
| 1. Cement Manufacturing Association |
National |
| 2. Confederation of Indian Industry |
National |
| 3. Global Cement and Concrete Ass ociation (GCCA - India) |
National |
| 4. Federation of Indian Mineral Indsutries (FIMI) |
National |
| 5. BIS (Bureau of Indian Standards) Cement And Concrete
Sectional Committee (CED 02) |
National |
2. Provide details of corrective action taken or underway on any issues
related to anti-competitive conduct by the entity, based on adverse orders from regulatory
authorities.
| Name of Authority |
Brief of the case |
Corrective action taken |
| NA |
|
|
Leadership Indicators
1. Details of public policy positions advocated by the entity:
| S. No. |
Public policy advocated |
Method resorted for such
advocacy |
Whether information available in
public domain? (Yes/No) |
Frequency of Review by Board
(Annually/ Half yearly/ Quarterly / Others - please specify) |
Web Link, if available |
|
There is no
public policy advocated by the Company. |
PRINCIPLE 8: Businesses should promote inclusive growth and equitable
development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by
the entity based on applicable laws, in the current financial year.
| S. No. |
Name and brief details of project |
SIA Notification No. |
Date of notification |
Whether conducted by independent external
agency (Yes/No) |
Results communicated in public domain (Yes /
No) |
Relevant Web link |
| There were no projects undertaken by the Company which
required Social Impact Assessments. The Company actively contributes to the social and
economic development of the communities in which it operates. |
|
|
|
|
|
|
2. Provide information on project(s) for which ongoing Rehabilitation
and Resettlement (R&R) is being undertaken by your entity, in the following format:
| S. No. |
Name of Project for which
R&R is ongoing |
State |
District |
No. of Project Affected
Families (PAFs) |
% of PAFs covered by R&R |
Amounts paid to PAFs in the
FY
(In ') |
| NA |
3. Describe the mechanisms to receive and redress grievances of the
community.
The Company maintains a structured communication process with community
members through periodic meetings. These gatherings serve as a platform to update the
community on project progress and gather their valuable feedback on project outcomes.
Based on this feedback, appropriate corrective measures are implemented during project
execution, or new projects are designed in-line with Company's CSR Framework to address
any concerns raised by the community. These actions are carried out within the approved
budget framework, with the aim of addressing grievances and meeting community
expectations.
4. Percentage of input material (inputs to total inputs by value)
sourced from suppliers:
|
FY 2023-24 |
FY 2022-23 |
| Directly sourced from MSMEs/ small producers |
13% |
12.5% |
| Directly from within India |
94.48% |
92% |
5. Job creation in smaller towns - Disclose wages paid to persons
employed (including employees or workers employed on a permanent or non-permanent / on
contract basis) in the following locations, as % of total wage cost
| Location |
FY 2023-24 |
FY 2022-23 |
| Rural |
37 |
35.55 |
| Semi-urban |
1.6 |
1.31 |
| Urban |
21.7 |
22.63 |
| Metropolitan |
39.7 |
40.51 |
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social
impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential
Indicators above):
| Details of negative social impact identified |
Corrective action taken |
| There were no projects undertaken by the
Company which required Social Impact Assessments. |
2. Provide the following information on CSR projects undertaken by your
entity in designated aspirational districts as identified by government bodies:
| S. No. |
State |
Aspirational District |
Amount spent (In ') |
| 1 |
Jharkhand |
East Singhbhum |
28.66 lakhs |
3. Details of beneficiaries of CSR Projects:
| S. No. |
• CSR Project |
No. of persons benefitted from CSR Projects |
% of beneficiaries from vulnerable and
marginalised groups |
| 1. |
Shikshit Bharat |
10,765 |
100 |
| 2. |
Saksham Bharat |
2,136 |
80 |
| 3. |
Swasth Bharat |
35,000 |
60 |
| 4. |
Sangrahit Bharat |
12,000 |
30 |
| 5. |
Sanrachit Bharat |
52,000 |
30 |
PRINCIPLE 9: Businesses should engage with and provide value to their
consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer
complaints and feedback.
"Customer Service" is part of the operating philosophy of the
Company, and it is driven through Operation Excellence as core value. The Company is
having structure to address customer concerns and provide on-site support and
demonstrations through highly experienced technical team.
There's a well-structured complaint handling process which effectively
facilitates complaint logging, investigation, resolution, and closure.
Customers can register their issues / feedback / queries through
various modes such as Dealers, Employees, Company website, Contact Centre and designated
Email id. The query is attended to and addressed. Most of the complaints are closed within
72 hours. It is ensured that all the complaints are closed to the fullest customer
satisfaction with a formal complaint closure documentation. Customer Care Contact Centre
-The Company has a Customer Care Centre which seeks feedback from customers after any
transaction (Product Query, complaint service).
2. Turnover of products and/ services as a percentage of turnover from
all products/service that carry information about:
|
As a percentage to total turnover |
| Environmental and social parameters relevant to the product |
100% of the products confirm to all
applicable statutory parameters. |
| Safe and responsible usage |
|
| Recycling and/or safe disposal |
|
3. Number of consumer complaints in respect of the following:
|
FY 2023-24 |
Remarks |
FY 2022-23 |
Remarks |
|
|
|
Received during the year |
Pending resolution at end of year |
|
Received during the year |
Pending resolution at end of year |
|
| Data privacy Advertising Cyber-security Delivery of essential
services Restrictive Trade Practices Unfair Trade Practices Other |
|
Nil |
|
|
Nil |
|
4. Details of instances of product recalls on account of safety issues:
|
Number |
Reasons for recall |
| Voluntary recalls |
Nil |
NA |
| Forced recalls |
Nil |
NA |
5. Does the entity have a framework/ policy on cyber security and risks
related to data privacy? (Yes/No) If available, provide a web-link of the policy.
Yes. The Company has Cyber Security Policy which also handles the risks
related to data privacy. The Policy forms part of its internal documentation.
6. Provide details of any corrective actions taken or underway on
issues relating to advertising, and delivery of essential services; cyber security and
data privacy of customers; re-occurrence of instances of product recalls; penalty / action
taken by regulatory authorities on safety of products / services.
NA
7. Provide the following information relating to data breaches:
a. Number of instances of data breaches
Nil
b. Percentage of data breaches involving personally identifiable
information of customers
Nil
c. Impact, if any, of the data breaches
Nil
Leadership Indicators
1. Channels / platforms where information on products and services of
the entity can be accessed (provide web link, if available).
The information on Company's products and services can be accessed
using these links and details:
• www.nuvoco.com
• www.nuvonirmaan.com
• Indiamart: Details on RMX MBM & Cement
• Individual Toll-Free numbers for NuvoNirmaan & cement bags
to solve/share information with channels and customers The information on the Company's
products and services are also available at:
LinkedIN: https://www.linkedin.com/company/nuvocovistas/
Youtube: https://www.youtube.com/@NuvocoVistasCorpLtd Facebook:
https://www.facebook.com/Nuvoco Instagram: https://www.instagram.com/nuvocovistasofficial
Twitter: https://x.com/nuvocovistas
2. Steps taken to inform and educate consumers about safe and
responsible usage of products and/or services.
Detailed information about the Company's products, including
specifications, scope, usage guidelines, and other relevant details, can be found on the
Company's website. To ensure utmost customer satisfaction, the Company maintains a
dedicated Business Development & Technical team across all its operational states.
These professionals possess extensive knowledge about the Company's products, application
techniques, and guidelines. They actively educate consumers on the safe usage and
application of the products, providing valuable insights and recommendations throughout
the construction processes.
The Company also has the first direct-to-customer home assist app -
NuvoNirmaan. This is an all-in-one digital platform that covers a wide range of
information and points of guidance throughout the home building and construction stages,
with minimum
turnaround time and dependence. In addition to providing knowledge
about construction, NuvoNirmaan shares expertise about stages of construction, informs
consumers about the latest and most innovative products and offers financial guidance to
consumers. Using this app, consumers including Individual Home Builders (IHBs) can view a
variety of floor plans, calculate the cost of building materials, and learn about the
various stages of construction through articles and videos and products available along
with its usage. Through NuvoNirmaan, Nuvoco aims to fill this void by providing all
customers with access to up-to-date information and tools about home building at their
fingertips. The NuvoNirmaan app aims to engage and simplify the homebuilding journey and
help to plan effectively from execution through completion.
3. Mechanisms in place to inform consumers of any risk of
disruption/discontinuation of essential services.
Not Applicable
4. Does the entity display product information on the product over and
above what is mandated as per local laws? (Yes/No/ Not Applicable) If yes, provide details
in brief.
Did your entity carry out any survey with regard to consumer
satisfaction relating to the major products / services of the entity, significant
locations of operation of the entity or the entity as a whole? (Yes/No)
The Company is compliant with all the statutory requirements mandated
by the Bureau of Indian Standards (BIS) as well as all weights and measures norms. As a
statutory compliance, the Company's bags display the contact details for customers to
communicate any complaint, observation, and query. Product quality complaints are managed
through a customer complaint handling system accessed through a toll-free number, printed
on all packs. The test report on the cement supplied is available and produced on demand
for the customers. The Company also has a professional Business Development &
Technical team across all its operating states that works with customers to address their
concerns.
Driven by engaging communication, customer engagement initiatives,
superior product quality, and strong technical support for consumers, the Company has
consistently tried to retain the trust of its customers. The Company has carried out a
brand health study across various states covering both urban and rural markets. The study
is conducted by a globally renowned research agency - Kantar, for tracking performance of
brands on various metrics across multiple segments (consumers and channel partners). The
Company also conducts an in-house satisfaction study for its supplier partners and B2B
customers. These studies are carried out to better understand its target viz; customers,
dealers, retailers, individual house builders and suppliers, identify areas in which the
Company can further increase their engagement and positive disposition towards it. The
Company continuously refines its customer strategy based on insights from surveys, market
feedback and research reports.
#BREnd#
#CSStart#
MESSAGE FROM THE CHAIRMAN
DEAR MEMBERS,
As the Chairman of Nuvoco, I am pleased to address you in the Annual
Report for FY 2023-24. Over the years, we have committed ourselves to developing the
country's infrastructure. Our journey tests our endurance and perseverance, which is
determined by our resilience and determination. Understanding the lessons learned matters
most and will help shape our future.
The global economy faced unparalleled challenges in FY 2023-24,
stemming from geopolitical conflicts. The disruption of major trade routes, particularly
in the Red Sea, led to significant logistical delays, which substantially impacted the
cost and availability of raw materials, ultimately affecting commodity prices globally.
These experiences underscore the critical need for robust and strategic management in the
face of global economic volatility.
India's economic narrative paints a much brighter picture, poised to
continue remarkable progress. The provisional estimates of India's real gross domestic
product (GDP) stood at 8.2% in FY 2023-24 underlining robust momentum in the economy.
The nation's economy continues to exhibit strength fueled by stellar
performances in critical sectors such as mining, manufacturing, and services. Notably, the
Manufacturing PMI reached a 16-year high of 59.1 in March 2024*, marking its 33rd
consecutive month above 50, which indicates an ongoing expansion in the sector.
Despite global economic challenges such as inflation and supply chain
disruptions, India's strong growth trajectory stands out positively. Additionally,
proactive economic reforms and strategic trade partnerships are strengthening India's
position as a key global player, attracting significant foreign investment and
strengthening the economy.
The Government of India continues to prioritise the infrastructure
sector, which plays a critical role in the country's economic framework. Investments in
infrastructure drive economic growth by enhancing the quality of life and improving
multi-modal connectivity.
With a government-led initiative, India's infrastructure development
has experienced a notable increase, with total investments reaching '23 lakh crore from FY
2021-22 to FY 2023-24. The Interim Union Budget for FY 2024-25 has further increased the
infrastructure budget by 11.11%, totalling '11.11 lakh crore. A considerable portion of
this budget, nearly 40%, is dedicated to enhancing roads, highways, air and rail
infrastructure. This commitment is supported by various government schemes such as the
Sagarmala Pariyojana, focusing on port infrastructure, Bharatmala Pariyojana (road
connectivity), and UDAN (airline routes), among others.
Riding on the current infrastructure momentum, the cement industry is
advancing robustly. According to the CRISIL ratings', India currently ranks second
globally in cement production, with a collective manufacturing capacity estimated at 596
million tonnes in CY 2023. This expansion is driven by the booming construction sector,
which is fuelled by rapid urbanisation, growing middle class, and rising demand for
affordable housing. Additionally, key government projects like the Mumbai-Ahmedabad bullet
train corridor, Bharatmala, and Sagarmala have significantly propelled demand, sparking a
surge in construction activities. These efforts are complemented by ambitious initiatives
such as Pradhan Mantri Awas Yojana (PMAY), marking a transformative period in India's
infrastructure development.
Nuvoco stands as the fifth-largest cement group in terms of capacity
and a leading player in East and positioning itself at the forefront of the building
materials industry.
We are driven by a compelling vision of Building a Safer, Smarter, and
Sustainable world, reflecting our deep-rooted values of Integrity, Entrepreneurship,
Collaboration, Care and Operational Excellence (IECCO). In response to the profound and
rapid changes in the external business environment, we have embarked on a transformative
journey focusing on innovation, growth and profitability. We view this as an opportunity
to realign our business objectives with the interests and aspirations of our stakeholders,
which will Propel us towards a Better Tomorrow.
In pursuing our mission to be a leading building materials Company
delivering superior performance, we made significant
strides in our 3 business areas: Cement, Ready-Mix Concrete
("RMX") and Modern Building Materials ("MBM"). Particularly in our
cement business, exploring the opportunities within the infrastructural landscape, we
strategically expanded our capacity to 25 MMTPA by commissioning a state-of-the-art 1.2
MMTPA grinding unit at the Haryana Cement Plant. Our capacity utilisation surged to over
60% within a single quarter of the unit's successful commissioning, notably enhancing our
North cement capacity share to 24% in FY 2023-24 from 20% in FY 2022-23.
We also completed debottlenecking projects at Risda and Nimbol Cement
Plants, which has resulted in a notable increase in clinker capacity. Furthermore, we
remain focused on advancing railway sliding projects at Odisha and Sonadih Cement Plants,
enhancing our ability to serve the market efficiently. We have launched new initiatives to
drive volume growth in response to increased infrastructure projects and affordable
housing in the states of Chhattisgarh and Odisha.
Continuing our pursuit of premiumisation and innovation, we expanded
our product portfolio and extended the market reach of our premium offerings. The
introduction of 'Duraguard F2F' in West Bengal and Jharkhand, alongside the expansion of
'Concreto Uno' into the Jharkhand markets, underscores our commitment to providing
superior and sustainable solutions. Furthermore, in a strategic move to align our Company
brand with its sub-brands, we revamped our product packaging designs. With this
initiative, we prominently feature the mother brand - Nuvoco, on the front of the bags,
thereby elevating brand visibility and fostering confidence among our partners and
customers.
In these challenging times, our RMX and MBM businesses thrived well. To
efficiently serve our customers, seven new RMX plants were launched in FY 2023-24,
expanding our RMX network to 58 plants pan-India. With a continuous thrust on
premiumisation, our value-added product mix stood at more than 30% of total sales volume
in FY 2023-24. In the MBM business, we have exhibited
we have proactively aligned our operations to contribute to a
sustainable future.
Our cement-to-clinker ratio (C/K) of 1.76 continues to set an industry
standard, significantly surpassing national and global averages. The Alternate Fuel Rate
(AFR) mix saw an impressive improvement while there has been a significant increase in the
solar power capacity of the Company. Additionally, we have shown a substantial reduction
in freshwater consumption in FY 2023-24. These efforts demonstrate our commitment to
environmental stewardship and mark significant progress towards a sustainable future.
Shifting focus from our business initiatives, I'm delighted to share
our role as a socially responsible entity. Our Company has consistently contributed
responsibly and sustainably to the communities where we operate. Committed to enhancing
the quality of life in these areas, we have pursued ongoing initiatives
in education, health, livelihood, and infrastructure through our Corporate Social
Responsibility (CSR) programs. By collaborating with local communities, we foster
significant and meaningful change, extending our impact beyond environmental initiatives.
Overall, the forecast for India's cement industry in FY 202425 remains
positive, fuelled by increased spending on infrastructure, urban development, and
government initiatives such as affordable housing. Despite challenges such as rising input
costs and the need for capacity expansion and consolidation, companies will concentrate on
enhancing operational efficiencies to sustain profitability. Demand is anticipated to grow
consistently, supported by escalating construction activities across various sectors. At
Nuvoco, we stay committed to increasing our revenue with a two-pronged
strategy of expanding into new markets, extracting from existing
channels, and further strengthening our cost-efficiency efforts. Additionally, we will
continue to drive technology and will be looking forward to initiating AI-enabled projects
in specific areas to drive efficiency.
I would like to express my sincere gratitude to each one of our valued
stakeholders for your dedication, trust, and constant support. Your belief in our vision
to Build a Safer, Smarter, and Sustainable World and your confidence in our abilities have
propelled us forward. We are committed to nurturing this relationship and continuing our
journey together towards achieving shared goals and greater successes.
Best Regards,
Hiren Patel
Chairman