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Nila Infrastructures Ltd.

BSE: 530377 Sector: Infrastructure
NSE: NILAINFRA ISIN Code: INE937C01029
BSE 00:00 | 02 Dec 5.88 0.12
(2.08%)
OPEN

5.90

HIGH

5.98

LOW

5.60

NSE 00:00 | 02 Dec 5.80 0.05
(0.87%)
OPEN

5.80

HIGH

5.95

LOW

5.60

OPEN 5.90
PREVIOUS CLOSE 5.76
VOLUME 43322
52-Week high 8.26
52-Week low 4.10
P/E 34.59
Mkt Cap.(Rs cr) 232
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.90
CLOSE 5.76
VOLUME 43322
52-Week high 8.26
52-Week low 4.10
P/E 34.59
Mkt Cap.(Rs cr) 232
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nila Infrastructures Ltd. (NILAINFRA) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 30th Annual Reportto the Members with the Audited Financial Statements for the Financial Year ended on 31March 2020.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company's primary area of operation 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.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2019-20 is as under:

(Rs in lakhs except per equity share data)

Particulars Standalone for the year ended Consolidated for the year ended
31 March 2020 31 March 2019 31 March 2020 31 March 2019
Revenue from operations 25099.00 22580.13 24354.16 21377.59
Add: Other income 1233.57 828.49 1161.13 600.95
Total Income 26332.57 23408.62 25515.29 21978.54
Less: Revenue expenditure 22231.03 18786.36 21501.47 17791.30
Less: Depreciation and amortisation expenses 174.65 186.19 174.65 186.19
Less: Finance costs 1690.11 1298.87 1690.23 1298.95
Profit before share in profit of joint ventures and associate and tax 2236.78 3137.20 2148.94 2702.10
Share of profit/(loss) of joint venture and associate (net of tax) - - (22.68) 101.33
Less: Current tax 597.60 939.43 597.60 939.43
Less: Reversal of excess provision for tax of earlier years (33.08) (28.81) (33.08) (28.81)
Less: Deferred tax charge/(credit) (net) (90.57) 8.96 (87.61) (108.44)
Profit for the year 1762.83 2217.62 1649.35 2001.25
Add: Balance brought forward from previous financial year 8004.00 6284.41 7337.00 5833.78
Add: Changes on account of deferred tax on fair valuation of interest free loan 67.45 - 67.45 -
Profit available for appropriation 9834.27 8502.03 9053.80 7835.03
Less: Paid/proposed dividend

-

433.28

-

433.28
Less: Dividend distribution tax

-

89.06

-

89.06
Re-measurement gain/(losses) on defined employee benefit plan (net of tax) 0.74 24.31 0.74 24.31
Surplus carried to balance sheet 9835.02 8004.00 9054.54 7337.00
Add: Security premium 33.71 33.71 33.71 33.71
Add: General Reserve 524.77 524.77 524.77 524.77
Total reserves and surplus 10393.50 8562.48 9613.02 7895.48
Share capital 3938.89 3938.89 3938.89 3938.89
Earnings per share (EPS) before exceptional item
Basic 0.44 0.56 0.41 0.51
Diluted 0.44 0.56 0.41 0.51
EPS after exceptional item
Basic 0.44 0.56 0.41 0.51
Diluted 0.44 0.56 0.41 0.51

The detailed financial analysis and information of projects and activities are morespecifically given in the Management Discussion and Analysis Report annexed to this BoardReport.

CHANGE IN NATURE OF BUSINESS:

During the Financial year under review there has been no change in the nature ofbusiness of the Company.

IMPACT OF COVID-19 AND LOCKDOWN:

Due to complete lock down announced by the Government of India the operations of theCompany were also shut down to ensure the safety of our employees labour force &their families and to contain the spread of COVID-19. This has resulted into adverseeffect on the business of the Company during March 2020 and the first quarter of FY2021.The Company has adopted and implemented the work from home policy during the entireduration of the lockdown for its corporate office operations. The Company has also takenall requisite precautions and is adhering to complete safety measures to ensure the safetyand well-being of its employees and other stakeholders during resumption of operations atthe project sites and corporate office to help fight the spread of COVID-19 pandemic.Considering the demand of housing the impact of COVID- 19 on your Company seemstemporary. The broad impact of COVID-19 on the Company is as under.

a) Capital and Financial resources- The Company is having enough capital and adequatebanking limits are in place;

b) Profitability- During the current period profitability is under pressure especiallythe profitability for the first quarter of FY2021 is likely to hamper drastically.

c) Liquidity position- The Company has enough liquidity due to adequate banking limitsbeing in place. The Company has also taken many cost reduction measures to ensure healthyliquidity position all the time.

d) Ability to service debt and other financing arrangements As the Company hascomfortable liquidity position the Company has been servicing its debt and other financialobligations on timely manner.

e) Assets- The assets of the Company are secured and are in proper working condition.

f) Internal financial reporting and control- Internal Financial reporting and controlhave not been adversely affected. The Company has provided facility to its employees towork from home during the lock down period and all office functions including accountingHR management audit MIS reporting financial management marketing etc. were beingfacilitated digitally.

g) Supply chain- There has been disruption in the supply chain and the constructionmaterial are not easily available. The Company expects the same shall get normalizedgradually.

h) Demand for its products- The Company is in the business of development ofinfrastructure projects and foresee some slowdown in H1- FY2021 for new construction workorders considering contaction in economy in general. However the Company is positive andexpects that things will get normalized from the beginning H2- FY2021.

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 theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements are available at the Company's website at www.nilainfra.com. Theaudited financial statements of each of the subsidiary associate and joint venture areavailable for inspection at the Company's registered office at Ahmedabad and also atregistered offices of the respective companies. Copies of the annual accounts of thesubsidiary associate and joint venture will also be made available to the investors ofNila Infrastructures Limited upon request. In terms of proviso to Section 129(3) and Rule8(1) of the Companies (Accounts) Rules 2014 statement containing the salient features ofthe subsidiaries associates and joint ventures in the prescribed Form AOC 1 is annexed tothis report as "Annexure C". The Company has framed a policy for determiningmaterial subsidiaries which has been uploaded at the website of the Company atwww.nilainfra.com.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES OR JOINT VENTURESDURING THE YEAR:

During the year under review there is no Company which have become or ceased to beSubsidiary Associate or Joint Venture.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve during the year underreview.

DIVIDEND:

Your Company has paid dividend consistently for the nine years since 2010. 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 2020.

PUBLIC DEPOSITS:

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.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• During the year the tenure of Mr. H. P Jamdar (DIN: 00062081) as an IndependentDirector has been completed and therefore he ceased to be the director w.e.f 19 September2019. Your Directors expressed their gratitude for the valuable contribution made by Mr.H. P Jamdar (DIN: 00062081) during his tenure as an Independent Director.

• Mr. Shyamal S. Joshi (DIN: 00005766) has been reappointed as an IndependentDirector for the second term of five years w.e.f 19 September 2019.

• Pursuant to Section 152 of the Companies Act 2013 Mr. Dilip D. Patel (DIN:01523277) a Non Executive Director retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for reappointment. Further Mr.Dilip D. Patel (DIN: 01523277) is attaining the age of 75 years during the next year andhence a special resolution in terms of Regulation 17A of SEBI (LODR) Regulations 2015 isalso proposed for approval in the ensuing AGM.

• The Nomination and Remuneration Committee has recommended to re-appoint Ms.Foram B. Mehta (DIN: 07140346) for another term of five years and therefore based on therecommendation of the Committee and performance evaluation necessary resolutionappointing Ms. Foram B. Mehta (DIN: 07140346) for another five years has been included inthe notice convening the AGM. The details of proposal rational justification andperformance evaluation report in terms of applicable Secretarial Standards on GeneralMeeting (SS-2) for the reappointment of Independent Director after completion of theirfirst term is mentioned in the explanatory statement of the Notice.

• As per the provisions of Section 203 of the Companies Act 2013 Mr. Manoj B.Vadodaria - Chairman & Managing Director (DIN: 00092053) Mr. Prashant H. Sarkhedi -Chief Financial Officer and Mr. Dipen Y. Parikh - Company Secretary are the Key ManagerialPersonnel of the Company.

• Except as mentioned herein above there is no change in the Board of Directorsand Key Managerial Personnel of the Company.

• All the Directors have confirmed that they are not disqualified from beingappointed as Directors in terms of Section 164 of the Companies Act 2013.

Statement regarding opinion of the board with regard to appointment of IndependentDirector during the year:

In the opinion of the Board the Independent Directors appointed during the year possesshighest level of integrity rich experience and requisite expertise in relevant area. Withregard to proficiency Mr. Shyamal S. Joshi (DIN: 00005766) is exempt from the requirementof online proficiency self-assessment test. Ms Foram B. Mehta (DIN: 07140346) will beundertaking the online proficiency test in due course.

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 with16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and that there has been no change in the circumstances which may affect their status as anIndependent Director and the same has been noted by the Board. The Independent Directorshave complied with the Code for Independent Directors prescribed in Schedule IV to theCompanies Act 2013.

Board Evaluation:

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 individuallyand working of various committees of the Board was carried out. Further in a separatemeeting of the Independent Directors held on 14 February 2020 without presence of otherDirectors and management the Independent Directors had based on various criteriaevaluated performance of the Chairman and also performance of the other members of theBoard. The manner in which the performance evaluation was carried out has been explainedin the Corporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 4 (four) Board Meetings 5 (five) Audit Committeemeetings 1 (one) Corporate Social Responsibility Committee 2 (two) StakeholderRelationship Committee and 2 (two) Nomination & Remuneration Committee meetings wereheld. The details of the meetings are given in the Corporate Governance Report as a partto the Board's 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 dividendand has been periodically intimating the concerned shareholders requesting them to encashtheir dividend before it becomes due for transfer to the Investor Education and ProtectionFund (IEPF). Unclaimed dividend amounting to Rs. 988109/- for FY 2011-12 was transferredto the IEPF on 18 November2019 in terms of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 as amended the Company hastransferred the corresponding shares to IEPF where the dividends for the last sevenconsecutive years have not been claimed by the concerned shareholder.

Further the unclaimed dividend in respect of FY 2012-13 must be claimed byshareholders on or before 12 August 2020 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 2020 and due dates for transfer are asfollows:

SN Financial Year @Unclaimed Amount (Rs) Due Date for transfer to IEPF Account
1 2012-13 925131.10 12 August 2020
2 2013-14 971385.70 27 October 2021
3 2014-15 998546.40 04 October 2022
4 2015-16 1132181.82 17 October 2023
5 2016-17 1038085.29 05 November 2024
6 2017-18 837199.88 05 November 2025

@ 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 AUDITOR'S REPORT:

M/s B S R & Associates LLP (FRN: 116231W/ 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

COST AUDIT:

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 2019-20. TheCost Audit Report for the Financial year 2019-20 does not contain any qualification. TheBoard of Directors on the recommendation of Audit Committee has re-appointed M/s Dalwadi& Associates Cost Accountant Ahmedabad (FRN: 000338) as Cost Auditor to audit thecost records ofthe Company for the financial year 2020-21. As required under the Act aresolution seeking member's approval for the remuneration payable to the Cost Auditorforms part of the Notice convening the 30th AGM for their ratification.

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 2019-20.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. Pursuant to the SEBI circulardated 08 February 2019 the Company has obtained an Annual Secretarial Compliance Reportfrom M/s. Umesh Ved & Associates Practicing Company Secretary.

AUDIT COMMITTEE:

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 Board'sReport.

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 HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND 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 reported during the year under review nor any complaintis pending at the end of the year.

MONITORING AND 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 9Aof the SEBI (Prohibition of Insider Trading) Regulations 2015; put in place institutionalmechanism for prevention of insider trading. The audit committee on yearly basis reviewthe compliances made under the regulation as well as the effectiveness of the internalcontrol system to monitor and prevent insider trading.

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 year2019-20. 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 theCompany with its Directors Promoters Key Managerial Personnel or their relative. AllRelated Party Transactions are placed before the audit committee / Board as applicablefor their approval. Omnibus approvals are taken for the transactions which are ofrepetitive in nature. The Related Party Transactions that were entered into by the Companywere to facilitate smooth functioning of the ordinary course of business and are in theinterest of the Company. Accordingly the disclosure of related party transactions asrequired under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is notapplicable. The policy on related party transactions as approved by the Board is availableon the website of the company at 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 (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended is given in Note No 32 of the Notes to the FinancialStatements.

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. Your Company supported fight againstCOVID-19. As a part of CSR your company has distributed food and medical kit to the needypeople in the society. The Annual Report on CSR activities for the Financial Year 2019- 20is annexed herewith as "Annexure A". The policy on CSR is available at thewebsite of the company at www.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 gist of the policy is given in the Corporate Governance Report annexedto the Board Report. The said policy is also available at the website of the company atwww.nilainfra.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2020 and till the date of this reportexcept as reported herein above with respect to the impact of COVID-19 and loackdown. Theoperation of the Company resumed from 23 June 2020.

EMPLOYEES:

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.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of the provisions of Section 136(1) of the Companies Act 2013 theannual report and accounts are being sent to the members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe members at the registered office of the company during business hours on any workingday of the Company up to the date of ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretary inthis regard. Disclosure pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in the"Annexure D" to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

COMPLIANCE WITH ACCOUNTING STANDAROS:

In the preparation of the financial statements the Company has followed the accountingpolicies and practices as prescribed in the Accounting Standards.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunalduring the year under review.

EXTRACT OF THE ANNUAL RETURN:

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 partof this Report and is also available on the Company's website viz. www.nilainfra.com.

RISK MANAGEMENT:

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 Authoritiesand 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 : 29 June 2020 Chairman & Managing Director
Place : Ahmedabad DIN:00092053

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