The Directors of your Company are pleased to present the Twenty Sixth Annual Report tothe Members with the Audited Financial Statements for the Financial Year ended on March31 2016.
STATE OF AFFAIRS OF THE COMPANY
The performance of the Company for the Financial Year 2015-16 is as under:
| || || |
(Rs in millions except per equity share data)
|Particulars || |
Standalone for the year ended
Consolidated for the year ended
| || |
March 31 2016
March 31 2015
March 31 2016
March 31 2015
|Income from Operations ||1831.3 ||1244.0 ||1831.3 ||1244.0 |
|Add: Other Operating Income ||143.7 ||73.2 ||119.2 ||73.5 |
|Total Operating Income ||1975.0 ||1317.2 ||1950.5 ||1317.5 |
|Less: Operating Expenses ||1556.9 ||1016.7 ||1562.5 ||1017.8 |
|Depreciation and Amortisation ||14.2 ||13.0 ||14.2 ||13.1 |
|Finance cost ||145.2 ||100.6 ||145.3 ||100.6 |
|Profit Before Tax ||258.7 ||186.9 ||228.5 ||186.0 |
|Less: Current Tax ||88.9 ||68.5 ||89.1 ||68.5 |
|Deferred Tax ||(0.7) ||(2.1) ||(0.7) ||(2.1) |
|Net Profit After Tax ||170.4 ||120.5 ||140.2 ||119.7 |
|Add: Balance Brought Forward from previous Financial Year ||560.0 ||484.5 ||546.6 ||477.1 |
|Profit available for appropriation ||730.4 ||605.0 ||686.8 ||596.8 |
|Less: Reserve due to consolidation ||- ||- ||- ||5.1 |
|Less: Depreciation ||- ||0.7 ||(0.5) ||0.7 |
|Less: Transfer to General Reserve ||- ||- ||- ||- |
|Less: Proposed Dividend ||40.7 ||37.0 ||40.7 ||37.0 |
|Less: Dividend Distribution Tax ||8.3 ||7.4 ||8.3 ||7.4 |
|Surplus carried to Balance Sheet ||681.4 ||560.0 ||638.3 ||546.6 |
|Security Premium ||567.8 ||567.8 ||567.8 ||567.8 |
|General Reserve ||52.5 ||52.5 ||52.5 ||52.5 |
|Reserves ||1301.7 ||1180.3 ||1258.6 ||1166.9 |
|Earnings per share (EPS) before exceptional item (2)&(3) || || || || |
|Basic ||0.46 ||0.38 ||0.38 ||0.38 |
|Diluted ||0.43 ||0.38 ||0.36 ||0.38 |
|EPS after exceptional item (2)&(3) || || || || |
|Basic ||0.46 ||0.38 ||0.38 ||0.38 |
|Diluted ||0.43 ||0.38 ||0.36 ||0.38 |
(1) The above gures are extracted from the standalone and consolidated financialstatements as per Indian Generally Accepted Accounting Principles (GAAP).
(2) Equity shares are at par value of Rs 1 per share.
(3) The Company has issued 22500000 warrants convertible into equivalent number ofequity shares having face value of Rs 1 each on January 03 2015 at a premium of Rs 4 eachto the promoter and promoter group on preferential basis. These warrants are convertiblewithin 18 months from the date of allotment i.e on or before July 02 2016 and henceEarnings Per Share (EPS) has been adjusted in accordance with Accounting Standard (AS) 20Earnings Per Share.
REVIEW OF OPERATIONS:
Your Company's primary area of operations include construction and development ofinfrastructure and real estate projects. The majority of the projects of your Company arebeing executed in Gujarat and Rajasthan.
Our total income on a standalone basis increased to Rs 1831.3 million from Rs 1244million in the previous year at a growth rate of 47%. Out of the total revenue 86% camefrom Civic Urban Infrastructure i.e. Rs 1574.6 million and remaining from real estateland trading and rental activities. During the year under review the operationalactivities of your Company has expanded on account of geographic expansion as well ashigher scale of new projects.
Our total revenue on a consolidated basis increased to Rs 1831.3 million from Rs 1244million in the previous year at a growth rate of 47%.
Our EBIDTA on a standalone basis amounted to Rs 274.4 million (15% of revenue) asagainst Rs 227.2 million (18% of revenue) in the previous year. Project and Operationscosts are 81% of our revenue for the year ended March 31 2016 as compared to 77% for theyear ended March 31 2015. The profit before tax is
Rs 258.7 million (14% of revenue) as against Rs 186.9 million (15% of revenue) in theprevious year. Net profit is Rs 170.4 million (9% of revenue) as against Rs 120.5 million(10% of revenue) in the previous year.
Our EBIDTA on a consolidated basis amounted to Rs 268.9 million (15% of revenue) asagainst Rs 226.2 million (18% of revenue) in the previous year. Project and Operationscosts are 81% of our revenue for the year ended March 31 2016 as compared to 77% for theyear ended March 31 2015. The profit before tax is
Rs 228.5 million (12% of revenue) as against Rs 186.0 million (15% of revenue) in theprevious year. Net profit is Rs 140.2 million (8% of revenue) as against Rs 119.7 million(10% of revenue) in the previous year.
We continue to maintain sufficient cash to meet our operations as well as strategicobjectives. We understand that liquidity in the Balance Sheet has to balance betweenearning adequate returns and the need to cover financial and business risks. Liquidityenables us to make a rapid shift in direction if there is a market demand. We believethat our working capital is sufficient to meet our current requirements. As on March 312016 on a standalone basis we have liquid assets of Rs 1427.2 million as against Rs140.2 million at the previous year-end. On a consolidated basis we have liquid assets ofRs 1443.7 million at the current year-end as against Rs 1564.9 million at the previousyear-end. These funds comprise deposits with banks and government. The details aredisclosed under the 'non-current and current assets' section in the financial statementsin this Annual Report.
The information of projects and activities are more speci cally detailed in theManagement Discussion and Analysis Report annexed to this Board Report.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES(ACCOUNTS) RULES 2014:
Your Company is undertaking various projects through Subsidiaries Associates and JointVentures. As per Section 129 (3) of the Companies Act 2013 your Directors have pleasurein attaching the consolidated financial statements prepared in accordance with theapplicable accounting standards with this report. In terms of proviso to Section 129(3)and rule 8(1) of the Companies (Accounts) Rules 2014.
Statement containing salient features of the Financial Statement of the SubsidiaryCompanies Associate Companies and Joint Ventures in the prescribed Form AOC 1 is annexedto this report as Annexure D. In accordance with Section 136 of the CompaniesAct 2013 the Audited Financial Statements including the Consolidated FinancialStatements are available on our website at www.nilainfra.com. The Audited FinancialStatements of each of the Subsidiary Associates and Joint Ventures are available forinspection at the Company's registered office at Ahmedabad India and also at registeredof ces of the respective companies. Copies of the annual accounts of the SubsidiariesAssociates and Joint Ventures will also be made available to the investors of NilaInfrastructures Limited upon request.
The Directors have recommended payment of dividend of Rs 0.11 per equity share of Rs 1each i.e. 11% of paid up capital. The dividend payout shall absorb an amount of Rs 40.7million. The dividend will be paid to the members whose name appears in the register ofmembers as on September 02 2016. There are 22500000 warrants issued by the Company onpreferential basis and upon the conversion of the same the dividend payout shall absorb anamount of Rs 43.2 million.
During the year under review your Company has not accepted any deposits from the publicwithin the meaning of Section 73 and 76 of the provisions of the Companies Act 2013.
All the existing properties of the Company are adequately insured.
During the year under review there is no change in Board of Directors and KeyManagerial Personnel of the Company.
Pursuant to Section 152 of the Companies Act 2013 Shri Dilip D Patel (DIN: 01523277)Director of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for reappointment.
The Company has received declarations from all the Independent Directors of the Companycon rming that they meet with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 25 of the Securities Exchangeand Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe same has been noted by the Board.
Pursuant to the provisions of the Companies Act 2013 an annual performance evaluationof the members of the Board of its own individually and working of the various committeesof the Board was carried out. The manner in which the performance evaluation was carriedout has been explained in the Corporate Governance Report.
Board and Audit Committee Meetings:
During the year under review five (5) Board Meetings and five (5) Audit CommitteeMeetings were held. The details of the meetings are given in the Corporate GovernanceReport as a part to the Boards' Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby con rmed that:
a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis; and
e) Proper internal financial controls are in place and that the financial controls areadequate and were operating effectively. f) The Directors have devised proper systems toensure compliances with the provisions of all applicable laws and that such systems areadequate and operating effectively.
ALTERATION OF ARTICLE OF ASSOCIATION:
During the year under review the Board of Directors have proposed by seeking approvalof shareholders through postal ballot process to adopt a new set of Articles ofAssociation containing regulations in consonance with the Companies Act 2013.
During the year under review there is no change in the share capital of the Company.While the Company has in terms of the Special Resolution passed at the Extra OrdinaryGeneral Meeting dated December 20 2014 allotted on January 03 2015 22500000 warrantsconvertible into equivalent number of equity shares to the Promoters and Promoter Group.These warrants are convertible into equity shares within a period of 18 months from thedate of its allotment and are subject to the terms of the issue. Upon conversion ofwarrants the issued subscribed and paid up equity share capital of the Company shallincrease to Rs 392726200 comprising of 392726200 equity shares of Rs 1 each.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has implemented the procedure and adopted practices in conformity with thecode of Corporate Governance as enumerated in Schedule V of Securities Exchange and Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Themanagement discussion & analysis and corporate governance report are made part of thisreport. A certi cate from the statutory auditor regarding compliance of the conditions ofcorporate governance is given in annexure which is attached hereto and forms part of theDirectors' report. Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV)of the Companies Act 2013 are mentioned in Corporate Governance Report as a part of thisreport.
M/s. O P Bhandari & Co. Chartered Accountants Ahmedabad (FRN: 112633W) retiresat the ensuing Annual General Meeting and is eligible for reappointment. The Company hasreceived a certi cate from them that their re-appointment if approved by theshareholders would be in accordance with the provisions of Section 141 of the CompaniesAct 2013. The members are requested to appoint auditors to hold office until theconclusion of the next Annual General Meeting of the Company.
Observations of the auditors in their report together with the notes on accounts areself explanatory and therefore in the opinion of Directors do not call for any furtherexplanation.
M/s Dalwadi & Associates Cost Accountant (FRN:000338) has conducted the audit ofthe cost record of the Company for the Financial Year 2015-16.
SECRETARIAL AUDITOR'S REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreappointed Mr. R S Sharma Practicing Company Secretary (Membership No 3126) toundertake the Secretarial Audit of the Company. The report of the Secretarial Auditor isannexed herewith as Annexure E. The report of the secretarial auditor is selfexplanatory and con rming compliance by the Company of all the provisions of applicablecorporate laws.
The Audit Committee constituted in accordance with the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 reviewed the financial results and financial statementsaudit process internal control system scope of internal audit and compliance of relatedregulations as prescribed under Section 177 of the Companies Act 2013 and Regulation 18of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheComposition and terms of reference of the audit committee is more speci cally given in theCorporate Governance Report as a part of the Boards' Report.
VIGIL MECHANISAM (WHISTLE BLOWER POLICY)
The company has established Vigil Mechanism (Whistle Blower Policy) in accordance withthe provisions of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the employees toreport to the management instances of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The detail of the Whistle Blower Mechanism isexplained in the Corporate Governance Report and the policy adopted is available on theCompany's website at www.nilainfra.com under investor segment.
DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. There is no such instance reported during the year under review.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
In terms of Regulation 8 of SEBI (Prevention of Insider Trading) Regulations 2015 theCompany has adopted Code of Conduct prohibiting purchase or sale of securities of theCompany by Directors and Designated employees while in possession of unpublished pricesensitive information in relation to the Company.
STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014:
There is no foreign exchange earnings and outgo during the year under review.Conservation of energy has always been of immense importance to your Company and all theequipments consuming energy have been placed under continuous and strict monitoring. Inview of the nature of the operations no report on the other matters applicable asrequired under section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014.
DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014:
During the year your Company has acquired 5000 equity shares of Rs 10/- each of M/sRomanovia Industrial Park Private Limited and M/s Sarathi Industrial Park Private Limitedeach and consequently both these Companies have become Associate Companies of yourCompany. Except that there is no change in subsidiary associate and joint venturecompanies during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:
Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
In terms of Regulation 23 of Securities Exchange and Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adoptedpolicy on dealing with related party transactions. All related party transactions thatwere entered into by the Company during the Financial Year were in the ordinary course ofbusiness and were at arm's length basis. There are no material significant related partytransaction made by the Company with its Directors Promoters Key Managerial Personnel ortheir relative exceeding the limit prescribed under Section 188 (1) of the Companies Act2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules 2014.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
The policy on related party transactions as approved by the Board is available on thewebsite of the Company www.nilainfra.com under investor segment.
BUSINESS RISK MANAGEMENT:
In terms of the requirement of Regulation 21 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasconstituted Business Risk Management Committee. The details of the Committee and terms ofreference are given in the Corporate Governance Report forming part of the Board ofDirectors' Report. The Company has adopted a policy indentifying and evaluating variousbusiness risks and mechanism to mitigate the risk. The policy aims to provide frameworkfor the evaluation of various risk and entire risk management. The key business risksidentified by the Company are as under.
Cyclic Nature of Business:
Your Company operates in infrastructure and real estate business which has a cyclicnature. The operations of your Company may be affected by any downturn in economy. Tomitigate the impact of any slowdown in economy the management of your Company hasdeveloped the business model of diversi ed activities of infrastructure development realestate and leasing of properties. Further within the infrastructure sector; your Companyfocuses on constructing civic urban infrastructure projects i.e affordable housingprojects of Government wherein risk is considered to be less as the funding of the Projectis done by the bene ciaries and the demand - supply gap is positive. With respect to realestate activities the Company considers various parameters for selection of projects toensure successful completion.
Competition in business is inevitable. The business in which your Company operates ishighly competitive in nature with presence of regional players and new entrance of bigcorporate having pan India operations. To mitigate this risk your Company focuses onproviding quality products as stipulated by the Principal or Client within the agreedcosts and time.
Interest Rates and Monetary Policy:
The business of your Company is highly capital intensive and considering the longgestation period of housing and infrastructure projects; the Company requires long termworking capital from time to time. Further the demand of housing is also linked with therate of housing loans. Any increase in the base rates or any decision of the Central Bankto tighten the liquidity in the economy; increases the finance cost of your Company andconsequently impacts profitability. To mitigate this risk the Company focuses on betterfinancial management practices to obtain cheaper fund and ensures optimal utilizationthereof.
There are other risks which may affect the smooth functioning of your Company i.e.shortage of labour delay in clearances from government bodies etc. may delay theexecution of projects.
INTERNAL FINANCIAL CONTROL:
The Company has in place a well defined organizational structure and adequate internalcontrols for efficient operations which is cognizant of applicable laws and regulationsparticularly those related to protection of properties resources and assets and theaccurate reporting of financial transactions in the financial statements. The companycontinually upgrades these systems. The internal control system is supplemented byextensive internal audits conducted by independent rms of chartered accountants.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of the provisions of Section 135 of the Companies Act 2013 your Company hasconstituted CSR Committee. As a part of its initiatives under CSR the Company has spentfunds for the projects involving promotion of sanitation and preventive healthcare. As apart of Clean India Campaign your Company has initiated a project namely My OwnStreet to spread awareness of environmental protection and cleanliness byencouraging people to participate and make habit to keep the society clean.
The Annual Report on CSR activities for the Financial Year 2015-16 is annexed herewithas: Annexure A.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of Securities Exchange and Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has constituted Nomination and RemunerationCommittee and adopted policy on appointment and remuneration of Directors and KeyManagerial Personnel. The composition terms of reference of the Committee and policy onappointment and remuneration of Directors and KMPs are given in the Corporate GovernanceReport as a part to the Boards' Report.
No material changes have taken place since the closure of the financial accounts up tothe date of the report which may substantially affect the financial performance or thestatement of the Company.
During the year under review no employee of the Company was in receipt of remunerationin excess of the limits prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
EMPLOYEE STOCK OPTION SCHEME:
The stock options granted to the eligible employees operate under the NilaInfrastructures Ltd. ESOP- 2014. The disclosures as required under the law have beenmade in the Annexure B to this report.
DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered office of the Companyduring business hours on working days of the company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Company Secretary in advance.
EXTRACT OF THE ANNUAL RETURN:
The extract of annual return in the prescribed form MGT-9 for the Financial Year March31 2016 is attached with the Directors' Report as Annexure C.
APPRECIATIONS AND ACKNOWLEDGMENTS:
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to become a meaningful player in the civic urbaninfrastructure industry. Your Directors would also like to places on record itsappreciation for the support and co-operation your Company has been receiving from itsStakeholders Corporations Government Authorities Joint Venture partners and othersassociated with the Company. The Directors also take this opportunity to thank allInvestors
Clients Vendors Banks Financial Institutions Government and Regulatory Authoritiesand Stock Exchanges for their continued support. Your Directors also wish to record theirappreciation for the continued co-operation and support received from the Joint Venturepartners / Associates. Your Company looks upon them as partners in its progress and hasshared with them the rewards of growth. It will be the Company's endeavour to build andnurture strong links with the business based on mutuality of benefits respect for andcooperation with each other consistent with consumer interests.
| ||For and on behalf of the |
| ||Board of Directors |
| ||Manoj B. Vadodaria |
|Date: May 26 2016 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN: 00092053 |
Annual Report on Corporate Social Responsibility Activities
1. A brief outline of the Companys CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web link to the CSR policy andprojects or programs: Brief outline of the CSR Policy is stated herein below:
(Approved by the Board of Directors on May 29 2014)
The object of the CSR policy is to frame road map for the CSR activities to beundertaken by the Company and establish a monitoring mechanism for effective implantationas per regulatory requirement.
Thrust area of activities enumerated under the policy are as under. Communityhealthcare sanitation and hygiene including but not limited to:
a) Establishment and/or management of infrastructure ensuring cleanliness wasteremoval and sanitation.
b) Establish and manage medical healthcare units and allied infrastructure.
c) Providing financial and/or other assistance to the agencies involved exclusive inwaste management sanitation medical healthcare therapeutic clinics research publichealth nursing etc.
d) Activities concerning or promoting:
i. General health care including preventive health care
ii. Safe motherhood
iii. Child survival support programs
iv. Health / medical camps
v. Better hygiene and sanitation
vi. Adequate and potable water supply etc.
Social care and concern including but not limited to:
(a) Creating Public awareness for cleanliness and to undertake campaign thereof;
(b) Protection and up gradation of environment including ensuring ecological balanceand related activities and undertaking public campaign thereof. Web Link: The CSR Policymay be referred at the website of the Company at www.nilainfra.com under investor segment
2. Composition of the CSR Committee:
|Name of the Members ||Category ||Designation |
|Shyamal S. Joshi ||Non Executive Independent Director ||Chairman |
|Kiran B. Vadodaria ||Non Executive Director ||Member |
|Manoj B. Vadodaria ||Executive Director ||Member |
3. Average Net Profit of the Company for last three financial years: Rs 187.2 million.
4. Prescribed CSR Expenditure (2% of the amount as in Item No 3.) : Rs 3.7 million
5. Details of CSR spent during the financial year:
(a) Total Amount spent during the financial year: Rs 3.8 million
(b) Amount unspent if any: NA
(c) Manner in which the amount spent during the financial year is detailed below:
|1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 |
|SN ||CSR Projects or activities identified ||Sector in which the project is covered ||Projects or programs (1) Local Areas or other (2) Specify the state and district where projects or programs was undertaken ||Amount outlay (budget) project or programs wise ||Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads: ||Cumulative expenditure upto to the reporting period ||Amount spent : Direct or through implementing agency |
|1 ||Promotion of sanitation activity ||Promoting healthcare including preventive healthcare and sanitation ||Local Area Ahmedabad Gujarat ||Rs 3.9 million ||Rs 3.8 million ||Rs 3.8 million ||Direct by the Company |
| ||Total || || ||Rs 3.9 million ||Rs 3.8 million ||Rs 3.8 million || |
Details of the implementing agency: Not Applicable
6. Reasons for not spending the prescribed amount during the year: Not Applicable
7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.
The implementation and monitoring of Corporate Social Responsibility (CSR) Policy is incompliance with CSR objectives and policy of the Company.
|Manoj B. Vadodaria ||Shyamal S. Joshi |
|Chairman & Managing Director ||CSR Chairman |
Disclosure Pursuant to the Provisions of SEBI (Share Based Employee Bene ts)Regulations 2014
|Particulars ||Details |
|A Options Granted ||During the year under review the Company granted 2580000 stock options on February 15 2016 to the eligible employees at an exercise price of Rs 11.85 per share. |
|B The Pricing Formula ||The closing price on February 14 2016 on the National Stock Exchange of India Ltd. was taken as exercise price This was the latest available closing price on the stock exchange having higher trading volume. |
|C Options Vested during the year ||586500 |
|D Options Exercised ||NIL |
|E The Total number of shares arising as a result of exercise of option ||NIL |
|F Options Lapsed ||NIL |
|G Variation of terms of Options ||Not Applicable |
|H Money realized by Exercise of Options ||Not Applicable |
|I Total Number of Options in force ||13580000 |
|J Employee wise details of Options Granted to: || |
|i) Key Managerial Personnel || |
|a) Prashant H. Sarkhedi Chief Finance Officer ||500000 |
|b) Dipen Y. Parikh Company Secretary ||350000 |
|ii} any other employee who receives a Grant in any one year of Option amounting to 5% or more of Option Granted during that year ||Not Applicable |
|iii) Identified employees who were Granted Option during any one year equal to or exceeding 1% of the Issued Capital (excluding Outstanding Warrants and Conversions) of the Company at the time of Grant ||Not Applicable |
|J Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share ||Not Applicable as no option has been exercised. |
|K Disclosure of difference between the employee compensation cost using intrinsic value of stock option instead of fair value of the options and the impact of difference on profits and on EPS of the Company. ||Not applicable as no options has been exercised. |
|L Weighted average exercise price of Options whose || |
|(a) Exercise price equals market price; ||Rs 6.64 per share |
|(b) Exercise price is greater than market price ||No such Grant |
|(c) Exercise price is less than market price ||No such Grant |
|Weighted average Fair Value of Options whose || |
|(a) Exercise price equals market price; ||No such Grant |
|(b) Exercise price is greater than market price ||No such Grant |
|(c) Exercise price is less than market price ||No such Grant |
|M A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted-average information: || |
|(a) In Tranche I: The Company had calculated fair value of options for options granted on November 28 2014 using the Black Scholes method as option-pricing model. || |
|(i) risk-free interest rate ||8.00% |
|(ii) expected life ||12 to 60 Months |
|(iii) expected volatility ||68% |
|(iv) expected dividends and ||1.50% |
|(v) the price of the underlying share in market at the time of option grant ||Rs 6.64 per share |
|(b) In Tranche II: The Company had calculated fair value of options for options granted on February 15 2016 using the Black Scholes method as option-pricing model. || |
|(i) risk-free interest rate ||7.50% |
|(ii) expected life ||36 Months |
|(iii) expected volatility ||30% |
|(iv) expected dividends and ||10% |
|(v) the price of the underlying share in market at ||Rs 11.85 per share |
|the time of option grant || |
Note: In compliance with Regulation 13 of SEBI (Share Based Employee Bene ts)Regulations 2014 the Company has obtained certi cate of compliance from the statutoryauditor of the Company and the same shall be placed before shareholders at the ensuingAnnual General Meeting.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENT OF SUBSIDIARY COMPANYASSOCIATE COMPANY AND JOINT VENTURE
Form AOC-1: Pursuant to Section 129(3) of the Companies Act 2013 (Disclosure inrespect of Subsidiaries Joint Ventures and Associate)
(a) Statement containing salient features of the financial statements of subsidiarycompany: There is no subsidiary company as defined under section 2(87) of Companies Act2013
(b) Statement containing salient features of the financial statements of associatecompanies and joint venture:
| || || ||(Amount in Rs) |
|Name of Associates and Joint Venture || |
Megacity Cinemall Pvt. Ltd. (Associate)
Romanovia Industrial Park Pvt Ltd (Associate)
Sarathi Industrial Park Pvt Ltd (Associate)
|Latest audited Balance Sheet Date ||March 31 2016 ||March 31 2016 ||March 31 2016 |
|1. Shares of associates and Joint Ventures held by company on the year end || || || |
|i. Number of Shares ||233750 ||5000 ||5000 |
|ii. Amount of Investment ||22206250 ||50000 ||50000 |
|iii. Extend of Holding % ||42.50% ||50.00% ||50.00% |
|2. Description of how there is significant in uence ||By holding more than 20% of voting power ||By holding more than 20% of voting power ||By holding more than 20% of voting power |
|3. Reason why the associate / joint venture is not consolidated ||Not Applicable ||Not Applicable ||Not Applicable |
|4. Networth attributable to shareholding as per latest audited balance sheet ||(8516663) ||158769 ||50000 |
|5. Profit/Loss for the year ||(11170410) ||217537 ||Nil |
|i. Considered in consolidation ||Not Applicable ||Not Applicable ||Not Applicable |
|ii. Not considered in consolidation ||Not Applicable ||Not Applicable ||Not Applicable |
|Name of Associates and Joint Venture || |
Kent residential and Industrial Park LLP (Joint Venture)
Nilsan Realty LLP (Joint Venture)
Shree Matangi Projects LLP (Joint Venture)
Nila Projects LLP (Joint Venture)
Fangdi Land Developers LLP (Joint Venture)
|Latest audited Balance Sheet Date ||March 31 2016 ||March 31 2016 ||March 31 2016 ||March 31 2016 ||March 31 2016 |
|1. Shares of associates and Joint Ventures held by company on the year end || || || || || |
|i. Number of Shares ||Not Applicable ||Not Applicable ||Not Applicable ||Not Applicable ||Not Applicable |
|ii. Amount of Investment ||854779 ||807069 ||Nil ||174104383 ||510000 |
|iii. Extend of Holding % ||50.00% ||50.00% ||40.00% ||99.99% ||51% |
|2. Description of how there is signi cant in uence ||By contractual agreement ||By contractual agreement ||By contractual agreement ||By contractual agreement ||By contractual agreement |
|3. Reason why the associate / joint venture is not consolidated ||Not Applicable ||Not Applicable ||Not Applicable ||Not Applicable ||Not Applicable |
|4. Net Worth attributable to shareholding as per latest audited balance sheet ||854779 ||(1414737) ||Nil ||(240688) ||(89680) |
|5. Profit/Loss for the year ||653820 ||(228575) ||(1481649) ||(208099) ||(11783) |
|i Considered in consolidation ||326910 ||114288 ||(592660) ||(208099) ||(11783) |
|ii Not considered in consolidation ||326910 ||114287 ||(888989) ||NIL ||NIL |
Secretarial Audit Report
Nila Infrastructures Limited Ahmedabad
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Nila Infrastructures Limited(hereinafter called the Company). The Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conduct/ statutorycompliances and expressing my opinion thereon.
Based on our veri cation of the Nila Infrastructures Limiteds books papersminute books forms and returns led and other records maintained by the Company and alsothe information provided by the Company its of cers agents and authorizedrepresentatives during the course/ conduct of Secretarial Audit I hereby report that inmy opinion the Company has during the audit period covering the financial year ended onMarch 31 2016 complied with the statutory provisions of the enactments listed hereunderas applicable 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 madehereinafter:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulations) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye- laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the Extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.
d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2015;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (vi) Other Applicable Laws speci cally applicable to theCompany are as under;
a) Transfer of Property Act 1882 b) Registration Act 1882
c) The Building and Other Construction Workers (Regulation of Employment and Conditionsof Service) Act 1996
d) The Land Acquisition Act 1894 I have also examined compliance with the applicableclauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange of India Limited. During the period under review the Company hascomplied with the provisions of the Act Rules Regulations Guidelines Standards etc.mentioned above I further report that
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clari cations on the agenda items before themeeting and for meaningful participation at the meeting. c) Majority decision is carriedthrough while the dissenting members views are captured and recorded as part of theminutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the company has granted 2580000 stockoptions to the eligible employees under the Nila Infrastructures Ltd. ESOP2014
| ||For M/s R. S. Sharma & Associates |
| ||Company Secretaries |
| ||R. S. Sharma |
|Date: May 26 2016 ||Membership No: A3126; |
|Place: Ahmedabad ||Certi cate of Practice No: 2118 |