The Directors of your Company are pleased to present the Twenty Ninth Annual Report tothe Members with the Audited Financial Statements for the Financial Year ended on 31 March2019.
STATE OF AFFAIRS OF THE COMPANY:
Nila Infrastructure Ltd. is public limited and listed at BSE Ltd (Scrip Code: 530377)and National Stock Exchange of India Limited (Scrip Code: NILAINFRA) engaged in thebusiness of execution of construction projects mainly into affordable housing and civicurban infrastructure projects. During the year there is no change in operations and statusexcept pursuant to the order of the Hon'ble NCLT sanctioned the scheme of demerger theReal Estate Undertaking comprising of assets investments liabilities and resourcesassociated with Real Estate Business has been transferred to and vested into Nila SpacesLimited. There is no other change in state of affairs of the Company.
The performance of the Company for the Financial Year 2018-19 is as under:
| || || |
(' in lakhs except per equity share data)
|Particulars || |
Standalone for the year ended
Consolidated for the year ended
| ||31 March 2019 ||31 March 2018 ||31 March 2019 ||31 March 2018 |
|Revenue from Operations ||22580.13 ||21429.73 ||21377.59 ||20224.96 |
|Add: Other Income ||828.49 ||734.40 ||600.95 ||549.52 |
|Total Income ||23408.62 ||22164.13 ||21978.54 ||20774.48 |
|Less: Revenue Expenditure ||18786.36 ||17634.65 ||17791.30 ||16648.51 |
|Less: Depreciation and Amortization ||186.19 ||172.15 ||186.19 ||172.15 |
|Less: Finance cost ||1298.87 ||1109.81 ||1298.95 ||1109.81 |
|Profit Before Tax ||3137.20 ||3247.52 ||2702.10 ||2844.01 |
|Less: Current Tax ||939.43 ||1225.00 ||939.43 ||1225.00 |
|Less: Adjustments of tax for earlier Years ||(28.81) ||1.60 ||(28.81) ||1.60 |
|Less: Deferred Tax ||8.96 ||(232.55) ||(108.44) ||(323.68) |
|Net Profit After Tax ||2217.62 ||2253.47 ||1899.92 ||1941.09 |
|Share of Profit/(Loss) of associate || |
|- ||101.33 ||58.46 |
|Net Profit ||2217.62 ||2253.47 ||2001.25 ||1999.55 |
|Add: Balance Brought Forward from previous Financial Year ||6284.41 ||1513.84 ||5833.78 ||1317.14 |
|Add: Changes on account of Scheme of arrangement ||- ||2908.09 ||- ||2908.09 |
|Add: Changes on account of discontinuation of Employee's Stock Option Plan || ||141.50 || ||141.50 |
|Profit available for appropriation ||8502.03 ||6816.90 ||7835.03 ||6366.28 |
|Less: Paid/Proposed Dividend ||433.28 ||433.28 ||433.28 ||433.28 |
|Less: Dividend Distribution Tax ||89.06 ||88.20 ||89.06 ||88.21 |
|Add: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax) ||24.31 ||(11.01) ||24.31 ||(11.01) |
|Surplus carried to Balance Sheet ||8004.00 ||6284.41 ||7337.00 ||5833.78 |
|Add: Security Premium ||33.71 ||33.71 ||33.71 ||33.71 |
|Add: General Reserve ||524.77 ||524.77 ||524.77 ||524.77 |
|Reserves ||8562.48 ||6842.88 ||7895.48 ||6392.26 |
|Share Capital ||3938.89 ||3938.89 ||3938.89 ||3938.89 |
|Earnings per share (EPS) before exceptional item || || || || |
|Basic ||0.56 ||0.57 ||0.51 ||0.51 |
|Diluted ||0.56 ||0.57 ||0.51 ||0.51 |
|EPS after exceptional item || || || || |
|Basic ||0.56 ||0.57 ||0.51 ||0.51 |
|Diluted ||0.56 ||0.57 ||0.51 ||0.51 |
(1) The above figures are extracted from the standalone and consolidated financialstatements as per Indian Accounting Standards.
(2) Equity shares are at par value of Rs. 1 per share.
REVIEW OF OPERATIONS:
Your Company's primary area of operations includes construction and development ofinfrastructure projects mainly into affordable housing. The majority of the projects ofyour Company are being executed in Gujarat and at Rajasthan.
Company's Revenue from Operations on a standalone basis increased to Rs. 22580.13lakhs from Rs. 21429.73 lakhs in the previous year at a growth rate of 5.37%. Theincrease in revenue is primarily due to expanded scale of its operations of the Company incivic urban infrastructure activities.
REVENUES - CONSOLIDATED:
Company's Revenue from Operations on a consolidated basis increased to '21377.59 lakhsfrom '20224.96 lakhs in the previous year at a growth rate of 5.70 %.
PROFITS - STANDALONE:
Your Company's EBITDA on a standalone basis amounted to '4622.26 (20.47% of revenuefrom operations) as against Rs. 4529.48 lakhs (21.14% of revenue from operations) in theprevious year. Project and Operations costs were 77.81 % of revenue from operations forthe year ended 31 March 2019 as compared to 77.36 % for the year ended 31 March 2018. Theprofit before tax was Rs. 3137.20 lakhs (13.40% of Total Income) as against Rs. 3247.52(14.65% of Total Income) in the previous year. Net profit was Rs. 2217.62 lakhs (9.48% ofTotal Income) as against Rs. 2253.47 lakhs (10.17% of Total Income) in the previousyear. PROFITS - CONSOLIDATED:
Your Company's EBIDTA on a consolidated basis amounted to '4187.24 (19.59 % of revenuefrom operations) as against '4125.97 lakhs (20.40 % of revenue from operations) in theprevious year. Project and Operations costs were 77.53% of revenue from operations for theyear ended 31 March 2019 as compared to 77.09% for the year ended 31 March 2018. Theprofit before tax was Rs. 2702.10 (12.29% of Total Income) as against Rs. 2844.01 lakhs(13.69% of Total Income) in the previous year. Net profit was Rs. 2001.25 lakhs (9.11% ofTotal Income) as against '1999.55 lakhs (9.63 % of Total Income) in the previous year.
Your Company continues to maintain sufficient cash to meet its operations as well asstrategic objectives. The Board of Directors believes that liquidity in the Balance Sheethas to balance between earning adequate returns and the need to cover financial andbusiness risks. Liquidity enables your Company to make a rapid shift in direction ifthere is a market demand. The Directors believe that the working capital is sufficient tomeet the current requirements. As on 31 March 2019 on a standalone basis the Company hadliquid assets of Rs. 11557.12 lakhs as against Rs. 10495.80 lakhs at the previousyear-end. On a consolidated basis your Company had liquid assets of Rs. 11884.45 lakhsat the current year-end as against Rs. 10534.05 lakhs at the previous year-end. Thesefunds comprise deposits with banks and government. The details are disclosed under the'non-current and current assets' section in the financial statements in this AnnualReport. The information of projects and activities are more specifically detailed in theManagement Discussion and Analysis Report annexed to this Board Report. SCHEME OF DEMERGEROF REAL ESTATE UNDERTAKING:
The Hon'ble National Company Law Tribunal Bench at Ahmedabad ('NCLT') had vide itsOrder dated 09 May 2018 sanctioned the scheme of arrangement among Nila InfrastructuresLimited and Nila Spaces Limited and their respective shareholders and creditors underSection 230 to 232 and other applicable provisions of the Companies Act 2013 ('thescheme'). The scheme was approved by the shareholders secured and unsecured creditors ofthe Company with requisite majority on 20 March 2018. The scheme provided for demerger ofthe Real Estate Undertaking of Nila Infrastructures Limited and transfer the same to NilaSpaces Limited with effect from the Appointed Date i.e. 1 April 2017 and the effect ofaccounting has already been given in the FY 2018 in accordance with the scheme. In termsof the scheme 15 June 2018 was determined as the record date by the Company to issue andallot 1 (One) equity share of Rs. 1/- (Rupee One Only) each of Nila Spaces Ltd. for every1 (One) equity share of Rs. 1/- (Rupee One Only) each held by such shareholder in theCompany.
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 accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements are available at the Company'swebsite at www.nilainfra.com. The audited financial statements of each of the subsidiaryassociate and joint venture are available for inspection at the Company's registeredoffice at Ahmedabad and also at registered offices of the respective companies. Copies ofthe annual accounts of the subsidiary associate and joint venture will also be madeavailable to the investors of Nila Infrastructures Ltd. upon request.
In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules2014 statement containing the salient features; of the subsidiaries associates and jointventures in the prescribed Form AOC 1 is annexed to this report as "Annexure C".
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES OR JOINT VENTURESDURING THE YEAR:
Pursuant to the scheme of demerger as mentioned herein above; investments held in M/sNila Projects LLP M/s Nilsan Realty LLP M/s Fungdi Land Developers LLP and securitiesheld in M/s Mega City Cinemall Pvt. Ltd. have been transferred to and vested into M/s NilaSpaces Ltd. and consequently all these entities ceased to be joint ventures and associatesof the Company. Further upon cancellation of equity shares held by the Company into M/sNila Spaces Ltd. pursuant to the scheme of demerger Nila Spaces Ltd. ceased to be whollyowned subsidiary of the Company.
There is no transfer of profit to reserve during the year under review.
Your Company has been paying dividend consistently for the last nine years. Howeverforeseeing the requirement of financial resources for the future growth and in order tocreate strong economic base and long term value for the investors; your directors havedecided not to recommend any dividend for the financial year ended on 31 March 2019.
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 Mr. Hiren G. Pandit - Non Executive Independent Director (DIN:01683959)has resigned from the Directorship on 19 May 2018 due to his pre-occupations and busyschedule and that there is no other material reason other than those provided in hisresignation letter.
Pursuant to Section 152 of the Companies Act 2013 Mr. Kiran B. Vadodaria (DIN:00092067); whose appointment was ratified as Non Executive Director at the 28th AnnualGeneral Meeting; retires by rotation at the ensuing Annual General Meeting of the Companyand being eligible offers himself for reappointment. The tenure of Mr. Shyamal S. Joshi(DIN:00005766) and Mr. H.P. Jamdar (DIN:00062081) as Independent Directors is expiring inthe current financial year 2019-20. The Nomination and Remuneration Committee hasrecommended to reappoint Mr. Shyamal S. Joshi (DIN:00005766) for another term of fiveyears and therefore based on the recommendation of the Committee and performanceevaluation necessary resolution appointing Mr. Shyamal S. Joshi (DIN:00005766) foranother five years has been included in the notice convening the AGM. The details ofproposal rational justification and performance evaluation report in terms of applicableSecretarial Standards on General Meeting (SS-2) for the reappointment of IndependentDirector after completion of their first term is mentioned in the explanatory statement ofthe Notice.
Except as mentioned hereinabove there is no other change in the Board of Directors andKey Managerial Personnel of the Company during the year.
All the Directors have confirmed that they are not disqualified from being appointed asDirectors in terms of Section 164 of the Companies Act 2013.
Declaration given by Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 read with 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe same has been noted by the Board.
Pursuant to the provisions of the Companies Act 2013 and SEBI Circular date 10 May2018; an annual performance evaluation of
the members of the board of its own individually and working of various committees ofthe board was carried out. Further in a separate meeting of the Independent Directors heldon 19 May 2018 without presence of other Directors and management the IndependentDirectors had based on various criteria evaluated performance of the Chairman and alsoperformance of the other members of the board. The manner in which the performanceevaluation was carried out has been explained in the Corporate Governance Report annexedwith this report.
Board and Committee Meetings:
During the year under review 5 (five) Board Meetings 4 (four) audit committeemeetings 4 (four) Corporate Social Responsibility Committee 4 (four) StakeholderRelationship Committee and 1(one) Nomination & Remuneration Committee meetings wereheld. The details of the meetings are given in the Corporate Governance Report as a partto the Boards' Report. The intervening gap between the meetings was within the periodprescribed 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 confirmed 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.
e) Proper internal financial controls are in place and that the financial controls areadequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliances with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
REPORTING OF FRAUD:
During the year under review there was no instance of any fraud which has been reportedby any auditor to the audit committee or the board.
ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:
During the year under review no changes have been made in the clauses of Memorandum andArticles of Association of your Company. SHARE CAPITAL:
There is no change in share capital of the Company. Presently the paid up capital ofthe Company is Rs. 393889200 comprising of 393889200 equity shares of Rs. 1/- each.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
The Company has taken various initiatives to reduce the quantum
of unclaimed dividend and has been periodically intimating the concerned shareholdersrequesting them to encash their dividend before it becomes due for transfer to theInvestor Education and Protection Fund (IEPF). Unclaimed dividend amounting to Rs.968468/- for FY 2010-11 was transferred to the IEPF on 26 October 2018. In terms of theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended the Company has transferred the corresponding shares to IEPFwhere the dividends for the last seven consecutive years have not been claimed by theconcerned shareholder
Further the unclaimed dividend in respect of FY 2011-12 must be claimed byshareholders on or before 21 October 2019 failing which the Company will be transferringthe unclaimed dividend and the corresponding shares to the IEPF within a period of 30 daysfrom the said date. The concerned shareholders however may claim the dividend and sharesfrom IEPF after complying with the prescribed procedure.
In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amountslying with companies) Rules 2012 your Company has made the relevant disclosures to theMinistry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares.Your Company has also uploaded the prescribed information on www.iepf.gov.in andwww.nilainfra.com.
Details of Unclaimed Dividend as on 31 March 2019 and due dates for transfer are asfollows:
|SN ||Financial Year ||Raunclaimed Amount (Rs.) ||Due Date for transfer to IEPF Account |
|1 ||2011-12 ||990708.10 ||21 October 2019 |
|2 ||2012-13 ||929131.00 ||12 August 2020 |
|3 ||2013-14 ||979385.70 ||27 October 2021 |
|4 ||2014-15 ||1046546.00 ||04 October 2022 |
|5 ||2015-16 ||1186301.82 ||17 October 2023 |
|6 ||2016-17 ||1088135.29 ||05 November 2024 |
|7 ||2017-18 ||884372.61 ||05 November 2025 |
0 The Corresponding shares for which dividend has not been claimed for sevenconsecutive years shall be identified at the due dates and be transferred to the IEPFauthority. The list of such shareholders upon identification shall also be displayed atthe website of the Company at www.nilainfra.com.
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 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The management discussion & analysis andcorporate governance report are made part of this report. A certificate from thePracticing Company Secretary regarding compliance of the conditions of corporategovernance is attached hereto and forms part of the Directors' report.
STATUTORY AUDITORS AND AUDITORS' REPORT:
M/s B S R & Associates LLP (FRN: 1 16231W/ W100024) were appointed at the 27thAGM held on 29 September 2017 as statutory auditors of the Company to hold office till theconclusion of 32nd AGM of the Company.
The report of the statutory auditor is given in this annual report. There is noqualification reservation or any adverse remark or disclaimer in the audit report of M/sB S R & Associates LLP.
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained. M/s Dalwadi & Associates Cost Accountant Ahmedabad (FRN: 000338) hasconducted the audit of the cost record of the Company for the Financial Year 2018-19. TheCost Audit Report for FY2018 does not contain any qualification.
The Board of Directors on the recommendation of Audit Committee has re-appointed M/sDalwadi & Associates Cost Accountant Ahmedabad (FRN: 000338) as Cost Auditor toaudit the cost records of the Company for the financial year 2019-20. As required underthe Act a resolution seeking member's approval for the remuneration payable to the CostAuditor forms part of the Notice convening the 29th Annual General Meeting for theirratification.
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 Board of Directorshave appointed M/s Umesh Ved & Associates Practicing Company Secretary Ahmedabad asthe Secretarial Auditor of the Company to conduct Secretarial Audit for the year 2018-19.The report of the Secretarial Auditor is annexed herewith as "Annexure E". Thereport of the Secretarial Auditor is self-explanatory and confirming compliance by theCompany of all the provisions of applicable corporate laws.
The delay in filing couple of ROC forms was on account of operational and proceduralmatters. The forms were filed with additional fees and compliances were made. There is noimpact on operations and financials on account of such delay.
Pursuant to the SEBI circular dated 08 February 2019 the Company has obtained anAnnual Secretarial Compliance Report from M/s. Umesh Ved & Associates PracticingCompany Secretary.
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. The Composition and terms of reference of the audit committeeis more specifically given in the Corporate Governance Report as a part of the Boards'Report.
VIGIL MECHANISAM (WHISTLE BLOWER POLICY):
The company has established Vigil Mechanism (Whistle Blower Po licy) in a ccordancewith the 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 HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an anti-sexual harassment policy and internal complaintcommittee in line with the requirement of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. There is no such instance reportedduring the year under review.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations2015 as amended; the Company has adopted revised Code of Conduct prohibiting regulatingand monitoring the dealings in the securities of the Company by Insiders and DesignatedPersons. while in possession of unpublished price sensitive information in relation to thesecurities of the Company. The code of conduct is available at the Company's website atwww.nilainfra.com under investor segment.
The Company has also in terms of Regulation 9A of the SEBI (Prohibition of InsiderTrading) Regulations 2015; put in place institutional mechanism for prevention of insidertrading.
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 is required to bemade under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:
As regards investments by the Company the details of the same are provided under NoteNo. 07 forming part of the financial statements of the Company for the financial year2018-19. Details of loans given to other persons covered under Section 186 of theCompanies Act 2013 are given in the Note No. 32 relating to related parties to thefinancial statements.
RELATED PARTY TRANSACTIONS:
In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has adopted policy on dealing with related partytransactions. All related party transactions that were entered into by the Company duringthe financial year were in the ordinary course of business and were at arm's length basis.There are no material significant related party transaction made by the Company with itsDirectors Promoters Key Managerial Personnel or their relative. All Related PartyTransactions are placed before the audit committee / Board as applicable for theirapproval. Omnibus approval are taken for the transactions which are repetitive in nature.The Related Party Transactions that were entered into by the Company were to facilitatesmooth functioning of the ordinary course of business and are in the interest of theCompany. Accordingly the disclosure of related party transactions as required underSection 134(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.
Disclosures of transactions with related parties in terms of Schedule V read withRegulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015 as amended is given in Note No32 of the Notes to the Financial Statements.
INTERNAL FINANCIAL CONTROL:
The Board of Directors has in terms of the requirements of Section 134(5)(e) of theCompanies Act 2013 laid down the internal financial controls. The Company has in place awell- defined organizational structure and adequate internal controls for efficientoperations which is cognizant of applicable laws and regulations particularly thoserelated to protection of properties resources and assets and the accurate reporting offinancial transactions in the financial statements. The company continuously upgradesthese systems. The internal control system is supplemented by extensive internal auditsconducted by independent firm 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 comprising of Mr. Shyamal S. Joshi - Chairman Mr. Kiran B.Vadodaria and Mr. Manoj B. Vadodaria as the other members. As a part of CSR the Companyhas spent funds for the projects involving promotion of cleanliness sanitationpreventive healthcare education medical and food support to poor. As a part of CleanIndia Campaign your Company is undertaking a project namely "My Own Street" tospread awareness of environmental protection and cleanliness by encouraging people toparticipate and make habit to keep the society clean.
The Annual Report on CSR activities for the Financial Year 201819 is annexed herewithas "Annexure A".The policy on CSR is available at the website of the company atwww.nilainfra.com under the investor segment.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OFDIRECTORS:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas constituted Nomination and Remuneration Committee and adopted policy on appointmentand remuneration of Directors and Key Managerial Personnel. The composition terms ofreference of the Committee are given in the Corporate Governance Report as a part to theBoards' Report.
The Company has adopted revised Policy on Nomination & Remuneration Committeecontaining criteria for determining qualification positive attributes independence ofdirectors directors appointment and remuneration. The gist of the policy is given in theCorporate Governance Report annexed to the Board Report. The said policy is also availableat the website of the company at www.nilainfra.com under the investor segment.
No material change has taken place after 31 March 2019 and till the date of thisreport.
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.
DISCLOSURES IN TERMS OF RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
The information as required under Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the "Annexure D"to this report.
COMPLIANCE WITH REVISED SECRETARIAL STANDARDS:
The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNALS:
As mentioned herein above in this report except the order of the NCLT sanctioning thescheme; there is no other significant and material order passed by any regulator or courtor tribunal during the year under review.
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure 'B' which forms an integral part ofthis Report and is also available on the Company's website viz. www.nilainfra.com. RISKMANAGEMENT:
Your company recognizes that risks are integral part of business activities and iscommitted to managing the risks in a proactive and efficient manner. Your Company hasrobust risk management process involving periodic assessment of various risks andmitigating remedies which are more specifically discussed in MDA report as a part of theBoard Report.
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 infrastructureindustry. Your Directors would also like to places on record its appreciation for thesupport and cooperation your Company has been receiving from its StakeholdersCorporations Government Authorities Joint Venture partners and others associated withthe Company. The Directors also take this opportunity to thank all Investors ClientsVendors Banks Financial Institutions Government and Regulatory Authorities and StockExchanges for their continued support. Your Directors also wish to record theirappreciation for the continued co-operation and support received from the Consultants andAdvisors. Your Company looks upon them as partners in its progress and has shared withthem the rewards of growth. It will be the Company's endeavour to build and nurture stronglinks with the business based on mutuality of benefits respect for and cooperation witheach other consistent with consumer interests.
| ||For and on behalf of the |
| ||Board of Directors |
| ||Manoj B. Vadodaria |
|Date: 20 May 2019 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN:00092053 |