Nila Infrastructures Ltd.
|BSE: 530377||Sector: Infrastructure|
|NSE: NILAINFRA||ISIN Code: INE937C01029|
|BSE 15:09 | 20 Sep||4.81||
|NSE 14:59 | 20 Sep||4.85||
|Mkt Cap.(Rs cr)||189|
|Mkt Cap.(Rs cr)||189.47|
Nila Infrastructures Ltd. (NILAINFRA) - Director Report
Company director report
The Directors of your Company are pleased to present the Twenty Eighth Annual Report tothe Members with the Audited Financial Statements for the Financial Year ended on 31 March2018.
STATE OF AFFAIRS OF THE COMPANY:
The performance of the Company for the Financial Year 2017-18 is as under:
(1) The above figures are extracted from the standalone and consolidated financialstatements as per Indian Accounting Standard.
(2) Equity shares are at par value of ' 1 per share.
(3) The Company has made allotment of 496500 equity shares on 15 September 2017 uponexercise of stock options under the ESOP scheme of the Company. EPS has therefore beenadjusted and calculated in accordance with IND AS-33 Earnings per Share.
(4) During the year scheme of arrangement of demerger of Real Estate Undertaking of theCompany was presented to and sanctioned by the Hon'ble NCLT - Ahmedabad bench withappointed date of 01 April 2017 and therefore the financial statements have been preparedaccordingly.
REVIEW OF OPERATIONS:
Your Company's primary area of operations includes construction and development ofinfrastructure projects. The majority of the projects of your Company are being executedin Gujarat and at Rajasthan.
Revenues - Standalone:
Company's Revenue from Operations on a standalone basis increased to ' 21429.73 lakhfrom ' 19828.78 lakh in the previous year at a growth rate of 8.07%. Out of the totalrevenue 98.51% came from Civic Urban Infrastructure i.e. ' 21110.86 lakh and remainingfrom the real estate leasing and land sale on account of any real estate project notbeing fructified. The increase in revenue is primarily due to expanded scale of itsoperations of the Company in civic urban infrastructure activities.
Revenues - Consolidated:
Company's Revenue from Operations on a consolidated basis increased to ' 20224.96 lakhfrom '19464.77 lakh in the previous year at a growth rate of 3.91 %.
Profits - Standalone:
Your Company's EBITDA on a standalone basis amounted to ' 3795.08 lakh (17.71% ofrevenue from operations) as against ' 2.837.87 lakh (14.31% of revenue from operations)in the previous year. Project and Operations costs were 79.07 % of revenue from operationsfor the year ended 31 March 2018 as compared to 82.97% for the year ended 31 March 2017.The profit before tax was ' 3247.52 lakh (14.65% of Total Income) as against ' 2.484.88lakh (12.10% of Total Income) in the previous year. Net profit was ' 2253.47 lakh (10.17%of Total Income) as against ' 593.05 lakh (7.76% of Total Income) in the previous year.
Profits - Consolidated:
Your Company's EBIDTA on a consolidated basis amounted to ' 3576.46 lakh (17.68 % ofrevenue from operations) as against ' 2765.43 lakh (14.21% of revenue from operations)in the previous year. Project and Operations costs were 79.08% of revenue from operationsfor the year ended 31 March 2018 as compared to 83.02% for the year ended 31 March 2017.The profit before tax was ' 2844.01 lakh (13.69% of Total Income) as against ' 2301.72lakh (11.48% of Total Income) in the previous year. Net profit was ' 1999.55 lakh (9.63 %of Total Income) as against ' 1487.1 1 lakh (7.42 % of Total Income) in the previousyear. Liquidity:
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 2018 on a standalone basis the Company hadliquid assets of ' 9491.20 lakh as against ' 6727.20 lakh at the previous year-end. Ona consolidated basis your Company had liquid as sets of ' 9499.40 lakh at the currentyear-end as against ' 6727.20 lakh at the previous year-end. These funds comprisedeposits with banks and government. The details are disclosed under the 'noncurrent andcurrent assets' section in the financial statements in this Annual Report. The informationof projects and activities are more specifically detailed in the Management Discussion andAnalysis Report annexed to this Board Report.
During the year there is no amount of profit transferred to reserve REPORT ONPERFORMANCE 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 financialstatements of each of the subsidiary associate and joint venture are available forinspection at the Company's registered office at Ahmedabad India and also at registeredoffices of the respective companies. Copies of the annual accounts of the subsidiaryassociate and joint venture will also be made available to the investors of NilaInfrastructures Limited upon request.
Subsidiary associates and joint ventures which were part of the real estateundertaking under the scheme of demerger have been transferred to and vested into theresultant company M/s Nila Spaces Ltd. and therefore they are now no more subsidiaryassociate and joint ventures of your company. In terms of proviso to Section 129(3) andRule 8(1) of the Companies (Accounts) Rules 2014 statement containing the salientfeatures; of the subsidiaries associates and joint ventures which continue to be suchafter the scheme of arrangement; in the prescribed Form AOC 1 is annexed to this report as"Annexure C".
The Directors have recommended payment of dividend of ' 0.11 per equity share of ' 1each i.e. 11% of paid up capital. The dividend payout shall absorb an amount of ' 433 lakhtowards dividend and ' 88 lakh towards dividend distribution tax. The dividend will bepaid to the members whose name appears in the register of members as on 21 September2018.
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.
AH the existing properties of the Company are adequately insured.
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 GeneralMeeting of the Company and being eligible offers himself for reappointment.
Necessary resolutions for the reappointment of the aforesaid Director have beenincluded in the Notice convening the ensuing Annual General Meeting and details of theproposal for reappointment is mentioned in the explanatory statement of the Notice.
All the Directors have confirmed that they are not disqualified from being appointed asDirectors in terms of Section 164 of the Companies Act 2013. The Company has alsoreceived declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the 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 6 (Six) Board Meetings and 5 (Five) 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 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.
ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:
During the year under review no change have been made in the clauses of Memorandum andArticles of Association of your Company.
During the year under review an allotment of 496500 equity shares on September 15 2017was made to the employees of the Company upon exercise of stock options at an exerciseprice of ' 6.64/- per share. Presently post exercise of these stock options the paid upcapital of the Company is '393889200 comprising of 393889200 equity shares of ' 1/-each.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
The Company takes various initiatives to reduce the quantum of unclaimed dividend andhas 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 ' 921033/- for F.Y. 2009-10 was transferredto the IEPF on 24 November 2017. 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 F.Y. 2010-11 must be claimed byshareholders on or before 16 November 2018 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 sharesalong with interest accrued thereon. Your Company has also uploaded the prescribedinformation on www.iepf.gov.in and
INDIAN ACCOUNTING STANDARDS:
Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16February 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 yourCompany its Subsidiary Companies Associate Companies and Joint Venture Companies haveadopted "IND AS" with effect from 1 April 2017 and the financial statements havebeen prepared in accordance therewith.
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 given in annexure which is attached hereto and forms part of the Directors'report. Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of theCompanies Act 2013 are mentioned in Corporate Governance Report as a part of this report.
STATUTORY AUDITORS AND AUDITORS' REPORT:
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/sBS R & Associates LLP. T. COST AUDIT:
M/s Dalwadi & Associates Cost Accountant Ahmedabad (FRN: 000338) has conductedthe audit of the cost record of the Company for the Financial Year 2017-18.
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 2017-18.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 observations made in the Secretarial Audit Report are more of procedural delays dueto administrative and operational reasons.
The Audit Committee constituted in accordance with the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligation 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 Policy) in accordance withthe provisions of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligation 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 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 OFCONDUCT FOR PREVENTION OF INSIDER TRADING:
In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015the Company has adopted Code of Conductprohibiting regulating and monitoring the dealingsin the securities of the Company by Directors Designated Employees and Connected Personswhile 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.
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.
DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014:
During the year your company has acquired entire share capital of M/s Nila Spaces Ltd.(Formerly known as Parmananday Superstructure Ltd.) and thereby made its wholly ownedsubsidiary company. A scheme of arrangement of demerger of Real Estate Undertaking of theCompany was thereafter presented to and sanctioned by the Hon'ble NCLT - Ahmedabad benchwith appointed date of 01 April 2017 and accordingly the subsidiaries associates andjoint ventures forming part of the real estate undertaking have been transferred to andvested into the resultant company M/s Nila Spaces Ltd. and therefore ceases to be so. Interms of the scheme; M/s Mega City Cinemall Pvt. Ltd; M/s Nila Projects LLP; M/s NilsanRealty LLP; and M/s Fungdi Land Developers LLP have been transferred to and vested intothe resultant company. In terms of the scheme of demerger the shareholding of the Companyin Nila Spaces Ltd. have been cancelled and therefore it ceases to be wholly ownedsubsidiary of your Company.
Information of subsidiaries associates and joint ventures which continue to be suchafter the scheme of arrangement; is given in "Annexure C" to this report.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India andapproved by the Central Government.
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. 7 forming part of the financial statements of the Company for the financial year2017-18. Details of loans given to other persons covered under Section 186 of theCompanies Act 2013 are given in the Note No. 33 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.
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 Shri Shyamal S. Joshi - Chairman Shri Kiran B.Vadodaria and Shri Manoj B. Vadodaria as the other members. As a part of CSR the Companyhas spent funds for the projects involving promotion of sanitation and preventivehealthcare education and medical. As a part of Clean India Campaign your Company isundertaking a project namely "My Own Street" to spread awareness ofenvironmental protection and cleanliness by encouraging people to participate and makehabit to keep the society clean.
The Annual Report on CSR activities for the Financial Year 201718 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:
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 and policy on appointment and remuneration of Directors andKMPs are given in the Corporate Governance Report as a part to the Boards' Report.
No material change have taken place after 31 March 2018; except the Hon'ble NCLTAhmedabad bench has vide its order dated 09 May 2018 approved the scheme of demerger ofreal estate undertaking of the company into Nila Spaces Ltd. The scheme became effectiveupon filing of the order with the office of the Registrar of Companies on 17 May 2018.Consequently the financial statements of the company have been prepared in accordance withthe applicable accounting standards and laws considering appointed date of 01 April 2017.
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:
During the year the ESOP scheme of the Company "Nila Infrastructures Ltd ESOP2014"have been terminated and therefore the report thereon is not attached.
During the year under review Brickwork Ratings India Pvt. Ltd. has reaffirmed the bankloan rating of the Company at "BBB+" (Stable) and "A2" while CARERatings Ltd. has initiated the bank loan rating of the Company at "BBB+" and"A2" (Credit watch with developing implication).
DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
The information as required under Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given in the "Annexure D" to thisreport.
EXTRACT OF THE ANNUAL RETURN:
The extract of annual return in the prescribed form MGT-9 for the Financial Year 31March 2018 is attached with the Directors' Report as "Annexure B".
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.