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Nila Spaces Ltd.

BSE: 542231 Sector: Infrastructure
NSE: NILASPACES ISIN Code: INE00S901012
BSE 00:00 | 20 Apr 1.33 -0.06
(-4.32%)
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1.40

HIGH

1.40

LOW

1.33

NSE 00:00 | 20 Apr 1.35 -0.05
(-3.57%)
OPEN

1.45

HIGH

1.45

LOW

1.35

OPEN 1.40
PREVIOUS CLOSE 1.39
VOLUME 74735
52-Week high 2.43
52-Week low 0.64
P/E 44.33
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.40
CLOSE 1.39
VOLUME 74735
52-Week high 2.43
52-Week low 0.64
P/E 44.33
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nila Spaces Ltd. (NILASPACES) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the Nineteenth Annual Report tothe Members with the Audited Financial Statements for the Financial Year ended on 31 March2019.

STATE OF AFFAIRS OF THE COMPANY:

The Company is public limited and listed at BSE Limited (Scrip code: 542231) andNational Stock Exchange India Limited (Scrip code: NILASPACES) in the business ofconstruction and development of projects for sale. During the year an undertakingcomprising of Real Estate Activities was transferred by Nila Infrastructures Limitedpursuant to scheme of demerger. The Company made allotment of equity shares to theshareholders of Nila Infrastructures Limited pursuant to the scheme and the shares werelisted at the stock exchanges with effect from 28 December 2018. There is no other changein the state of affairs of the company.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2018-19 is as under:

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 964.42 1977.80 947.89 1977.80
Add: Other Income 739.87 902.06 739.87 902.06
Total Income 1704.29 2879.86 1687.76 2879.86
Less: Revenue Expenditure 849.13 1939.61 849.13 1939.61
Less: Depreciation and Amortization 15.18 - 15.18 -
Less: Finance cost 541.41 638.19 541.41 638.19
Profit Before Tax 298.57 302.06 282.04 302.06
Less: Current Tax 20.47 85.17 20.47 85.17
Net Profit After Tax 278.10 216.89 261.57 216.89
Share of Profit/(Loss] of associate - - 27.36 (76.83]
Net Profit 278.10 216.89 288.93 140.06
Add: Balance Brought Forward from previous Financial Year 205.87 (11.02) 79.03 (61.03)
Profit available for appropriation 483.97 205.87 367.96 79.03
Less: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax) (2.65) (2.65)
Surplus carried to Balance Sheet 481.32 205.87 365.31 79.03
Add: Security Premium 5.80 5.80 5.80 5.80
Add: General Reserve 7.90 7.90 7.90 7.90
Add: Capital Reserve 7607.66 7607.65 7547.55 7547.55
Reserves 8102.68 7827.22 7926.57 7640.28
Share Capital 3938.89 3938.89 3938.89 3938.89
Earnings per share (EPS) before exceptional item
Basic 0.07 0.06 0.07 0.04
Diluted 0.07 0.06 0.07 0.04
EPS after exceptional item
Basic 0.07 0.06 0.07 0.04
Diluted 0.07 0.06 0.07 0.04

Notes:

(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 Rs 1 per share.

(3) The Company has made allotment of 393889200 equity shares on 29 June 2018 pursuantto the scheme of arrangement of demerger sanctioned by the Hon'ble NCLT - Ahmedabad bench.Earnings Per Share (EPS) has therefore been adjusted and calculated in accordance withAccounting Standard (AS) 20 - Earnings Per Share.

Review of Operations:

Your Company's primary area of operations includes construction and development ofprojects for sale. Presently your company focuses on the State of Gujarat for business.Your company proposes to develop residential projects mainly of affordable nature onvarious land in the years to come.

Revenues - Standalone and Consolidated:

Company's Revenue from Operations on a standalone basis decreased to Rs 964.42 lakhsfrom Rs 1977.80 lakhs in the previous year at a growth rate of (51.24%). Company'sRevenue from Operations on a consolidated basis decreased to Rs 947.89 lakhs from Rs1977.80 lakhs in the previous year at a rate of (52.07%).

Profits - Standalone:

Your Company's EBITDA on a standalone basis amounted to Rs 855.16 lakhs (88.67% ofrevenue from operations) as against Rs 940.25 (47.54% of revenue from operations) in theprevious year. Project and Operations costs were 61.87% of revenue from operations for theyear ended 31 March 2019 as compared to 91.17% for the year ended 31 March 2018. Theprofit before tax was Rs 298.57 lakhs (17.52% of Total Income) as against Rs 302.06(10.49% of Total Income) in the previous year. Net profit was Rs 278.10 lakhs (16.32% ofTotal Income) as against Rs 216.89 lakhs (7.53% of Total Income) in the previous year.

Profits - Consolidated:

Your Company's EBIDTA on a consolidated basis amounted to Rs 839.13 lakhs (88.48 % ofrevenue from operations) as against Rs 940.25 lakhs (47.54% of revenue from operations)in the previous year. Project and Operations costs were 62.75% of revenue from operationsfor the year ended 31 March 2019 as compared to 91.17% for the year ended 31 March 2018.The profit before tax was Rs 309.39 (18.33% of Total Income) as against Rs 225.23 lakhs(7.82% of Total Income) in the previous year. Net profit was Rs 288.92 lakhs (17.11 % ofTotal Income) as against Rs 140.06(4.86 % of Total Income) in the previous year.

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 2019 on a standalone basis the Company hadliquid assets of Rs 4501.03 lakhs as against Rs 4232.99 lakhs at the previous year-end.On a consolidated basis your Company had liquid assets of Rs 4497.96 lakhs at the currentyear-end as against Rs 4232.99 lakhs at the previous year-end.

SCHEME OF DEMERGER OF REAL ESTATE UNDERTAKING:

The Hon'ble National Company Law Tribunal Bench at Ahmedabad ('NCLT') had vide itsorder dated 09th May 2018 sanctioned the scheme of arrangement among Nila InfrastructuresLimited and the Company and their respective shareholders and creditors under Section 230to 232 and other applicable provisions of the Companies Act 2013 ('the scheme'). Thescheme provided for demerger of the Real Estate Undertaking of Nila InfrastructuresLimited and transfer the same to the Company with effect from the Appointed Date i.e. 1April 2017.

In terms of the scheme 15 June 2018 was determined as the record date to issue andallot 1 (One) equity share of Rs 1/- (Rupee One Only) each of the Company for every 1(One) equity share of Rs 1/- (Rupee One Only) each held by such shareholder in NilaInfrastructures Ltd.

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.nilaspaces.com. The audited financial statements of each of the subsidiaryassociate and joint venture are available for inspection at the Company's registeredoffice at Ahmedabad India and also at registered offices of the respective companies.Copies of the annual accounts of the subsidiary associate and joint venture will also bemade available to the investors of Nila 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; in the prescribed Form AOC 1 is annexed to this report as "AnnexureB".

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

Pursuant to the scheme of demerger as mentioned herein above; investment held in M/sNila Projects LLP M/s Nilsan Realty LLP M/s Fangdi Land Developers LLP and securitiesheld in M/s Mega City Cinemall Pvt. Ltd. by Nila Infrastructures Ltd. have beentransferred to and vested into the Company and consequently all these entities have becomesubsidiary joint ventures associates etc. of the Company. For details of investments insuch subsidiary joint ventures associates etc. attached Form AOC 1 may please bereferred.

TRANSFERTO RESERVES:

There is no transfer of profit to reserve during the year under review.

DIVIDEND:

As a matter of sound accounting practice and management philosophy; your Directors areof the opinion to make sound economic base for the Company and in order to conserve theresources; do not recommend any dividend for the year under review.

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:

Pursuant to Section 161 196 197 and 203 of the Companies Act 2013 Mr. Anand B Patel(DIN: 07272892) was appointed as the Whole Time Director of the Company on 19 June 2018.Ms. Rajal B Mehta (DIN: 08182658) appointed as an Independent Woman Director of theCompany w.e.f. 19 July 2018 for a period of 5 (Five) Years subject to the approval ofthe shareholders. Ms. Rajal B Mehta appointed as an Additional director will hold officetill the ensuing Annual General Meeting Pursuant to Section 152 of the Companies Act2013 Mr. Deep S Vadodaria (DIN: 01284293) Director of the Company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forreappointment.

Pursuant to Section 203 of the Companies Act 2013 on 06 August 2018 Ms. Sonal Jainwas appointed as Chief Financial Officer of the Company and on 01 October 2018 Ms. GopiDave was appointed as Company Secretary of the Company.

On 11 December 2018 Ms. Sonal Jain has resigned as the Chief Financial Officer of theCompany due to personal reasons and further relocation thereafter as provided in herresignation letter. Necessary resolutions for the re-appointment of the aforesaidDirectors have been included in the Notice convening the ensuing Annual General Meetingand details of the proposal rational justification and performance evaluation report interms of applicable Secretarial Standard No General Meeting (SS-2) for the re-appointmentof Directors are mentioned in the explanatory statement of the 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 with16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the same has been noted by the Board.

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 12 February 2019 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 10 (Ten) Board Meetings and 2 (Two) Audit CommitteeMeetings 2 (Two) Stakeholder Relationship Committee and 2 (Two) Nomination andRemuneration Committee were held. The details of the meetings are given in the CorporateGovernance Report as a part to the Boards' Report. The intervening gap between themeetings was within 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) The Directors have laid down an adequate system of internal financial control to befollowed by the Company and such internal financial controls are adequate and operatingefficiently; 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 FRAUDS:

During the year under review there was no instance of any fraud reported by any auditorto the audit committee or the board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

There is no change in the clauses of Memorandum of Association and Articles ofAssociation of the Company during the year under review.

Pursuant to the scheme of demerger the equity shares of the company have been listedon the Stock exchanges and therefore upon various securities laws becoming applicable tothe Company the Board of Directors have proposed to amend existing articles of associationby adopting a new sets of articles at the ensuing annual general meeting.

SHARE CAPITAL:

The equity share capital of the Company before the allotment of shares pursuant toscheme of demerger was Rs 790000 comprising of 79000 equity shares of Rs 10/- each wasentirely held by Nila Infrastructures Ltd along with its nominees. These share capital hasbeen cancelled in terms of the scheme of demerger. During the year an allotment of393889200 equity shares pursuant to scheme of demerger was made to the shareholders ofNila Infrastructures Ltd and consequently after the allotment and upon cancellation ofexisting capital held by Nila Infrastructures Ltd. in the Company the issued subscribedand paid up capital of the Company is Rs 393889200 comprising of 393889200 equityshares of Rs 1/- each.

The authorized share capital of the Company is '450000000 comprising of 450000000equity shares of Rs 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

There is no unclaimed or unpaid amount of dividend with the Company.

The corresponding equity shares of the Company issued and allotted pursuant to thescheme of demerger to the shareholders of Nila Infrastructures Ltd.; whose equity sharesof Nila Infrastructures Ltd. have been in accordance with Section 124 of the CompaniesAct 2013 and rules made there under transferred to and lying with the I EPF authority;have also been credited to the designated I EPF account of the Government.

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.

STATUTORY AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 ('Act') read withCompanies (Audit and Auditors) Rules 2014 the tenure of the existing statutory auditorM/s J S Shah & Co. is expiring upon conclusion of the ensuing annual general meeting.The Board of Directors have therefore upon recommendation of the audit committee proposedto appoint M/s Dhirubhai Shah & Co. Chartered Accountants Ahmedabad (FRN 1 0251 1W/W1 00298). Necessary resolution proposing appointment of M/s Dhirubhai Shah & Co isincluded in the Notice convening the ensuing annual general meeting.

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/sJ S Shah & Co.

COST AUDIT:

As per the requirement of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time cost audit is not applicableto your Company for the year under review.

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 D". 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 of couple of ROC forms was on account of operational and proceduralmatters. The forms were filed with additional fees and compliances were made. The formername of the company was inadvertently not painted or affixed with existing name afterchange of name. The same has been painted and affixed. With regard to Statement pursuantto Section 129(3) of the Companies Act 2013 it may please be noted that the amount ofinvestment of associate and joint venture was not mentioned in Form AOC 1 of FY2017-18inadvertently. However the same has been mentioned in the Note No 4 of the Statement toAccounts.

The above observations are of the nature of lapses on account of operational andclerical over sights and have no impact on functioning and financials of the Company.

Pursuant to the SEBI circular dated 8 February 2019 the company has obtained an annualsecretarial compliance report from M/s. Umesh Ved & Associates Practicing CompanySecretary.

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 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 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.nilaspaces.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 Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations 2015 asamended the Company has adopted Revised Code of Conduct prohibiting regulating andmonitoring the dealings in the securities of the Company by Directors DesignatedEmployees and Connected Persons while in possession of unpublished price sensitiveinformation in relation to the securities of the Company. The code of conduct is availableat the Company's website at www.nilaspaces.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.

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.

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. 5 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. 6 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 is taken for the transactions which are of repetitive innature. The Related Party Transactions that were entered into by the Company were tofacilitate smooth functioning of the ordinary course of business and are in the interestof the Company. Accordingly the disclosure of related party transactions as requiredunder Section 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.nilaspaces.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 No26 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):

The provision of the Corporate Social Responsibility as laid down under Section 135 ofthe Companies Act 2013 were not attracted by the company. Therefore no corporate socialactivities were required to be undertaken.

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.nilaspaces.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2019 and till the date of this reportexcept Mr. Rajesh Shah was appointed as Chief Financial Officer of the company w.e.f. 25May 2019.

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.

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 C" tothis 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.

ADOPTION OF IND-AS 115 AND ITS IMPACT

W.e.f. 1 April 2018 the company has adopted IND-AS 115 for revenue recognition. Theimpact of adoption of the standards on the financials of the company is insignificant.

EXTRACTOFTHEANNUAL 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 ‘A' which forms anintegral part of this Report and is also available on the Company's website viz.www.nilaspaces.com.

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 place 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
Jasvinder S Rana
Date: 25 May 2019 Chairman
Place: Ahmedabad DIN:01749361

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