Nila Spaces Ltd.
|BSE: 542231||Sector: Infrastructure|
|NSE: NILASPACES||ISIN Code: INE00S901012|
|BSE 00:00 | 17 Sep||1.42||
|NSE 12:53 | 18 Sep||1.40||
|Mkt Cap.(Rs cr)||56|
|Mkt Cap.(Rs cr)||55.93|
Nila Spaces Ltd. (NILASPACES) - Director Report
Company director report
The Directors of your Company are pleased to present the Annual Report for the year2017-18 to the Members with the Audited Financial Statements for the Financial Year endedon 31 March 2018.
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) EPS has been calculated considering the shares of 79000 of ' 10 /- each whichotherwise would be ' 0.20 considering pending allotment of 393889200 equity shares of '1/- each pursant to the scheme of de-merger and cancellation of existing 79000 equityshares of ' 10/- each.
(4) During the year a scheme of arrangement of demerger of Real Estate Undertaking ofNila Infrastructures Ltd. was presented to and sanctioned by the Hon'ble NCLT - Ahmedabadbench with appointed date of April 012017 and therefore the financial statements havebeen prepared accordingly.
REVIEW OF OPERATIONS:
Your Company's primary area of operations includes development of buildings for sale.Presently your Company focuses on the state of Gujarat for business. Your Company proposesto develop residential projects mainly of affordable nature on various land in the yearsto come.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES(ACCOUNTS) RULES 2014:
Various subsidiaries associates and joint ventures of M/s Nila Infrastructures Ltd.forming part of the real estate undertaking have been transferred to and vested into yourCompany pursuant to the scheme of demerger. As per Section 129 (3) of the Companies Act2013 your Directors have therefore pleasure in attaching the consolidated financialstatements prepared in accordance with the applicable accounting standards with thisreport.
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.nilaspaces.com. The auditedfinancial statements of each of the subsidiary associate and joint venture areavailable for inspection at the Company's registered office at Ahmedabad India and alsoat registered 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 Spaces Limited 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 which have been transferred to and vested into your Company after the scheme ofarrangement; in the prescribed Form AOC 1 is annexed to this report as "AnnexureB.
Considering the initial year of operation after the scheme of demerger; and future fundrequirement for various project expansions and to preserve the resources for growth; ithas been decided by the Board of Directors of your Company not to recommend any dividendfor the year under review.
During the year under review your Company has not accepted any deposits from the publicwithin the meaning of Section 73 and 76 of the provisions of the Companies Act 2013.
All the existing properties of the Company are adequately insured.
During the year under review Mr. Umesh Ved Mr. Hitesh Patel Mr. Hitesh Sampat and Mr.Tejas Ved have resigned from the office of Directorship. Your Company took on record theirimmense efforts and contribution to the growth. During the year your Company has appointedMr. Deep S. Vadodaria (DIN: 01284293) Mr. Prashant H. Sarkhedi (DIN: 00417386) Mr.Jasvinder S. Rana ( DIN: 01749361 ) as the Directors of the Company. Except as statedherein there is no other change in the Directors of the Company.
Pursuant to Section 152 of the Companies Act 2013 Mr. Prashant H. Sarkhedi(DIN:00417386) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for reappointment. Necessaryresolutions for the reappointment of the aforesaid Directors have been included in theNotice convening the ensuing Annual General Meeting and details of the proposal forreappointment 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 has been carried out in accordance with the Nomination and RemunerationPolicy of the Company.
During the year under review 10 (Ten) Board Meetings were held and the intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.
Your Company do not fall under the class of companies as per Section 177 of theCompanies Act 2013 and therefore provisions relating to constitute and meetings of AuditCommittee was not applicable.
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 your Company has changed the Main Object Clause byadopting new clauses to enable the Company to undertake and carry out business ofdevelopment of buildings for sale and other real estate activities. No change has beenmade in the clauses of Articles of Association of your Company.
ALTERATION OF NAME AND REGISTERED OFFICE:
During the year under review; name of your Company has been changed to ParmanandaySuperstructure Ltd. and thereafter Nila Spaces Ltd. The place of registered office hasbeen changed to First Floor Sambhaav House Opp Chief Justice's Bungalow BodakdevAhmedabad - 380015.
During the year under review there is no change in the share capital of the Companyexcept as under.
1. During the year your Company has made registration of transfer of entireshareholding 79000 equity shares of Rs. 10/- (Ten) each in the name on M/s NilaInfrastructures Ltd.
2. Pursuant to the scheme of demerger; 79000 equity shares of Rs. 10/- (Ten) each ofthe Company; have been sub divided into 790000 equity share of Re. 1/- (One).
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
During the year your Company being an unlisted Company the provisions of code ofCorporate Governance as enumerated in Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and requirement of the management discussion& analysis and corporate governance report is not applicable.
STATUTORY AUDITORS AND AUDITORS' REPORT:
With respect to the audit report for the financial year 2017-18; there is noqualification reservation or any adverse remark or disclaimer in the audit report of M/sJ S Shah & Co.
During the year under review your Company did not fall within the class of theCompanies as prescribed under Section 177 of the
Companies Act 2013 and therefore constitution of audit committee was not applicable toyour Company.
STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014:
There is no foreign exchange earnings and outgo during the year under review.Conservation of energy has always been of immense importance to your Company and all theequipments consuming energy have been placed under continuous and strict monitoring. Inview of the nature of the operations no report on the other matters 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 a scheme of arrangement of demerger of Real Estate Undertaking of NilaInfrastructures Ltd. into your Company was presented to and sanctioned by the Hon'ble NCLT- Ahmedabad bench with appointed date of April 01 2017 and accordingly the subsidiariesassociates and joint ventures forming part of the real estate undertaking of NilaInfrastructures Ltd. have been transferred to and vested into your company. In terms ofthe scheme equity investment or capital contribution as the case may be in M/s Mega CityCinemall Pvt. Ltd; M/s Nila Projects LLP; M/s Nilsan Realty LLP; and M/s Fungdi LandDevelopers LLP have been transferred to and vested into your company. In terms of thescheme of demerger the shareholding held by Nila Infrastructures Ltd. in your Company havebeen cancelled and therefore your Company ceases to be wholly owned subsidiary of NilaInfrastructures Ltd.
Information of subsidiaries associates and joint ventures after the scheme ofarrangement; is given in Annexure B to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:
As regards investments in securities and loan given to other persons covered underSection 186 of the Companies Act 2013 are given in the Note forming part to the financialstatements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into by the Company during thefinancial 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. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review your Company does not fall within the class of Companiesas prescribed under section 135 of the Companies Act 2013 and therefore the provisionsrelating to the Corporate Social Responsibility were not applicable.
NOMINATION AND REMUNERATION COMMITTEE:
During the year under review your Company does not fall within the class of companiesas prescribed under section 178 of the Companies Act 2013 and therefore the provisions ofconstitution of Nomination and Remuneration Committee were not applicable to your Company.
No material change have taken place after March 31 2018; except as stated hereinunder.
1. The Hon'ble NCLT Ahmedabad bench has vide its order dated May 09 2018 approved thescheme of demerger of real estate undertaking of Nila Infrastructures Ltd. into NilaSpaces Ltd. The scheme became effective upon filing of the order with the office of theRegistrar of Companies on May 17 2018. Consequently the financial statements of yourcompany have been prepared in accordance with the applicable accounting standards and lawsconsidering appointed date of April 012017.
2. The authorized share capital of the Company have been increased to Rs. 45000000/-(Rupees Forty Five Crore Only) comprising of 450000000 equity shares of Re. 1/- each.
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 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
During the year under review no remuneration have been paid to any Director and keymanagerial personnel and therefore the information as required under Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable.
EXTRACT OF THE ANNUAL RETURN:
The extract of annual return in the prescribed form MGT-9 for the Financial Year March31 2017 is attached with the Directors' Report as "Annexure A".
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.