You are here » Home » Companies » Company Overview » NILE Ltd

NILE Ltd.

BSE: 530129 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE445D01013
BSE LIVE 12:20 | 22 Sep 660.00 -10.85
(-1.62%)
OPEN

653.20

HIGH

677.85

LOW

650.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 653.20
PREVIOUS CLOSE 670.85
VOLUME 4112
52-Week high 790.00
52-Week low 250.40
P/E 6.94
Mkt Cap.(Rs cr) 198
Buy Price 658.00
Buy Qty 10.00
Sell Price 660.00
Sell Qty 7.00
OPEN 653.20
CLOSE 670.85
VOLUME 4112
52-Week high 790.00
52-Week low 250.40
P/E 6.94
Mkt Cap.(Rs cr) 198
Buy Price 658.00
Buy Qty 10.00
Sell Price 660.00
Sell Qty 7.00

NILE Ltd. (NILE) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 33rd Annual Report on the operations ofyour Company and the Audited Accounts for the financial year ended 31st March2017 together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year and the comparative figures for the previous yearare given below in a summarized format:

(Rs. in lakhs)

Particulars 2016-17 2015-16
Net Sales 57935.98 42527.32
Other Income 69.73 257.54
Total Revenue 58005.71 42784.86
Profit before interest and
depreciation 5283.69 2154.66
Less: Interest 921.68 686.44
Depreciation 341.90 340.54
Profit before exceptional & extraordinary items and tax 4020.11 1127.68
Profit before Tax 4020.11 1127.68
Profit after Tax 2623.07 706.45
Add: Opening balance in
Statement of Profit & Loss 5242.73 4715.67
Amount available for appropriation 7865.80 5422.12
Appropriations:
Transfer to General Reserve - 71.00
Interim Dividend on equity shares 90.06 90.06
Dividend Distribution Tax on
Interim Dividend 18.33 18.33
Surplus/(Deficit) carried to
Balance Sheet 7757.41 5242.73

Note: Previous year's figures are regrouped and presented wherever necessary.

Dividend:

On 8th March 2017 your Directors declared an interim dividend of Rs.3/-per share for the financial year 2016-17. The Directors do not recommend any finaldividend.

Operations:

Operations of the Company's two divisions for the year under review were as follows:

Lead Division:

This year the Lead division recorded sales of Rs.57883 lakhs as against Rs.42465lakhs in the previous year an increase of 36%.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Sourthern PowerDistribution Company Ltd. The total revenue was Rs.53 lakhs against Rs.62 lakhs in theprevious year.

Total:

The combined turnover of the Company thus was Rs.57936 lakhs for the year underreview as against Rs.42527 lakhs for the previous year.

Corporate Governance: Your Company has complied with all provisions of CorporateGovernance as required under the SEBI (LODR) Regulations 2015. A report on CorporateGovernance along with the certificate on its compliance from the Auditors forms part ofthis report.

Quality System: Your Company's certificates for Quality Systems under ISO 9001 forthe Lead Division continue to be valid.

Management Discussion and Analysis Report: A detailed discussion on the industrystructure as well as on the financial and operational performance is contained in the‘Management Discussion and Analysis Report' enclosed hereto that forms an integralpart of this Report (Refer Annexue-A).

Information as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014:

A. Conservation of Energy:

All possible avenues for saving energy are being pursued by your company.

B. Technology Absorption:

No new technology has been obtained during the year and the existing technology in usehas been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned:

(Rs. in lakhs)

Particulars 2016-17 2015-16
a) Foreign Exchange earnings on exports 0.00 26.97
b) Foreign Exchange used on account of:
i) Foreign Travel 3.22 3.73
ii) Professional Charges 1.36 0.80
iii) Subscription charges 3.65 4.05
iv) Delegate Fees 0.09 0.00
v) CIF value of imports of raw material & others 17736.59 12036.92
vi) Dividend for 2016-17/ 1.80 3.60
2015-16 & 2014-15

Directors: pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 Sri Sandeep Vuyyuru Ramesh will retire by rotation at the ensuingannual general meeting and being eligible offers himself for reappointment.

Statutory Auditors:

M/s. Gokhale & Co. Chartered Accountants Hyderabad were appointed as StatutoryAuditors of the Company at the 32nd Annual General Meeting held on 30thSeptember 2016 to hold office till the conlcusion of the 37th Annual GeneralMeeting subject to ratification by the sharehlolders at every annual general meeting.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

This is to confirm that all the Independent Directors have affirmed their compliancewith the criteria of Independence as provided in Section 149 (6) of the Companies Act2013.

Risk Management Policy:

The Board has adopted and is implementing a suitable Risk Management Policy for thecompany which identifies therein different elements of risk which may threaten theexistence of the company.

Particulars of investments under Section 186 of the Companies Act 2013:

Your company's application for permission to write off the investment in GLW Limited isstill pending with the Reserve Bank of India.

Deposits:

No deposits under Chapter V of the Companies Act 2013 were accepted or renewed duringthe year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e) Section 178(3) of the Companies Act2013 and Rule 8(4) of the Companies (Accounts) Rules 2014: Refer Annexure B Disclosurespursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014: Refer Annexure C Annual Report on CorporateSocial Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy)Rules 2014: Refer Annexure D

Extract of Annual Return (Form MGT-9) [Pursuant to Section 92(3) and Section 134(3) (a)of the Companies Act 2013 and Rule 12 of Companies (Management and Administration) Rules2014]: Refer Annexure E

Evaluation

The Board evaluated the effectiveness of its functioning that of the Committees and ofindividual Directors. The Board sought the feedback of Directors on various parameterssuch as:

• Degree of fulfillment of key responsibilities

• Clarity on the functional requirements of the Directors on the Board as well ason the Committees

• Co-operation between the Directors

• Quality and dynamics of the relationship between Management and IndependentDirectors.

The feedback was obtained by the meetings the Chairman held with with each of theDirectors. The Directors then discussed these inputs and also reviewed the performance ofthe Directors and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors the Committees and theBoard were entirely satisfactory. There was also general satisfaction regarding theco-operation and co-ordination among the Directors. The Directors resolved to continue toguide the Company in the path of growth with a social conscience.

Employees:

No employee was in receipt of remuneration more than the limit prescribed under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Directors' Responsibility Statement:

Your Directors in terms of Section 134(5) of the Companies Act 2013 state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. YourDirectors would like to place on record their appreciation of the dedication andcommitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers vendors investors and Andhra Bank HDFC Bank andKotak Mahindra Bank for their continued support during the year.

For Board of Directors
Sd/-
V. Ramesh
Chairman and
Place : Hyderabad Managing Director
Date : 29-05-2017 DIN: 00296642

ANNEXURE-B

Information as required under Section 134(3)(e) Section 178(3) of the Companies Act2013 and Rule 8(4) of the Companies (Accounts) Rules 2014: Criteria for determiningqualifications for appointment of Directors (including independent Directors):

Persons of eminence standing and knowledge with significant achievements in businessprofessions and/ or public service.

Their financial or business literacy/skills.

Appropriate other qualification/experience to meet the objectives of the Companyincluding the diversity they bring to the board.

As per the applicable provisions of the Companies Act 2013 Rules made there-under andthe SEBI (LODR) Regulations 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

Criteria for determining positive attributes of Directors (including independentDirectors): i. Directors are to demonstrate integrity credibility trustworthinessability to handle confl ict constructively and the willingness to address issuesproactively. ii. Actively update their knowledge and skills with the latestdevelopments in the market conditions and applicable legal provisions.

iii. Willingness to devote sufficient time and attention to the company's businessand discharge their responsibilities. iv. To assist in bringing independentjudgment to bear on the Board's deliberations especially on issues of strategyperformance risk management resources key appointments and standards of conduct. v. Abilityto develop a good working relationship with other Board members and contribute to theBoard's working relationship with the senior management of the Company. vi. To actwithin their authority assist in protecting the legitimate interests of the Company itsshareholders and employees.

Criteria for determining Independence of Directors :

Independent Directors to meet the criteria of Independence as prescribed by theCompanies Act 2013 read with the Rules made there-under and the SEBI (LODR) Regulations2015 as amended from time to time.

Criteria for evaluation of performance of Directors (including Independent Directors) :

i. Attendance and contribution at Board and Committee meetings.

ii. Open channels of communication with executive management and other colleagues onthe Board to maintain high standards of integrity and probity.

iii. Recognize the role which he/she is expected to play to make decisions objectivelyand collectively in the best interest of the Company to achieve organisational successesand harmonizing the Board.

iv. His/her ability to monitor the performance of management and satisfyhimself/herself with integrity of the financial controls and systems in place by ensuringright level of contact with external stakeholders.

v. His/her contribution of enhance overall brand image of the Company.

Criteria for evaluation of performance of Board:

The process of evaluating the performance of the Board as a whole is the responsibilityof the Independent Directors. The evaluation of Board performance involves review anddiscussion of Board effectiveness including looking at:

i. Appropriate composition of the board with the right mix of knowledge and skills;

ii. Members of the Board meet all applicable independence requirements;

iii. Sufficient number of Board meetings of appropriate length being held to enableproper consideration of issues;

iv. Attention to strategy and oversight of business performance;

v. Company's systems of control are effective for identifying material risks andreporting material violations of policies and law and the Board is provided withsufficient information about material risks and problems that affects the Company'sbusiness and prospects;

vi. Encouragement of open communication meaningful participation and timelyresolution of issues at the Board meetings;

vii. Board culture and relationships with management;

viii. Effectiveness of the Chairman;

ix. Monitoring and supervision;

x. Management of agendas papers meetings and minutes;

Criteria for evaluation of performance of Board Committees:

The process of evaluating the performance of the Board Committees as a whole is theresponsibility of all the Directors excluding members of the relevant committee beingevaluated. The performance evaluation shall be based on the following criteria:

• Performance against Committee's terms of reference;

• Performance of Chair;

• Management of agendas papers meetings and minutes;

• Communication with and reporting to Board;

• Relationship with management; and

• Relationship with relevant stakeholders;

Remuneration Policy: The same is disclosed in the Corporate Governance Report.

For Board of Directors
Sd/-
V. Ramesh
Chairman and
Place : Hyderabad Managing Director
Date : 29-05-2017 DIN: 00296642

ANNEXURE-C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014: i. The ratio of the remuneration ofeach director to the median remuneration of the employees of the company for the financialyear:

Name of the Director Ratio of the remuneration to the median remuneration of the employees including whole time directors Ratio of the remuneration to the median remuneration of the employees excluding whole time directors
Vuyyuru Ramesh Chairman and Managing Director 45.81 46.98
Sandeep Ramesh Executive Director 46.74 47.93
Vuyyuru Rajeswari Director Not Applicable Not Applicable
S.V.Narasimha Rao Independent Director Not Applicable Not Applicable
V. Ashok Independent Director Not Applicable Not Applicable
Satish Malladi Independent Director Not Applicable Not Applicable
Sridar Swamy Independent Director Not Applicable Not Applicable
Suketu Shah Independent Director Not Applicable Not Applicable

ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary in the financial year:

Name of the Directors and Key Managerial Personnel Percentage increase in remuneration in the financial year
Vuyyuru Ramesh Chairman and Managing Director 131.18
Sandeep Ramesh Executive Director 135.88
Vuyyuru Rajeswari Director Not Applicable
S.V.Narasimha Rao Independent Director Not Applicable
V. Ashok Independent Director Not Applicable
Satish Malladi Independent Director Not Applicable
Sridar Swamy Independent Director Not Applicable
Suketu Shah Independent Director Not Applicable
Bikram Keshari Prusty Company Secretary 5.10
B. Seshagiri Rao Chief Financial Officer 7.33

iii. The percentage increase in the median remuneration of employees in the financialyear: 5.93% iv. The number of permanent employees on the rolls of company: 103(as on 31st March 2017). v. Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration.

(Rs. In lakhs)

Particulars Average Remuneration in 2015-16 Average Remuneration in 2016-17 Average Increase in Remuneration % of Increase in Remuneration
Employees other than Managerial personnel* 3.13 3.33 0.20 6.39
Managerial Personnel 56.56 132.09 75.53 133.54

* Data pertains to employees who were employed throughout the year

The increase in remuneration of the managerial personnel is due to their share in theexcellent profits achieved by your company.

vi. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the remuneration policy of thecompany.

For Board of Directors
Sd/-
V. Ramesh
Chairman and
Place : Hyderabad Managing Director
Date : 29-05-2017 DIN: 00296642

"ANNEXURE A"

To

The Members NILE LIMITED

Plot No.38 & 40 APIIC Industrial Park Gajulamandyam Village Renigunta MandalTirupati Andhra Pradesh- 517520

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are refl ected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required we have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of efficacy or effectiveness with which the management has conducted theaffairs of the Company.

Sd/-
Date : 29th May 2017 V.MOHAN RAO
Place : Hyderabad COMPANY SECRETARY
FCS NO.6967; CP NO.5559