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Nila Spaces Ltd.

BSE: 542231 Sector: Infrastructure
NSE: NILASPACES ISIN Code: INE00S901012
BSE 09:16 | 19 Aug 2.89 -0.02
(-0.69%)
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2.89

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2.89

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2.89

NSE 00:00 | 18 Aug 2.90 -0.05
(-1.69%)
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2.95

HIGH

2.95

LOW

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OPEN 2.89
PREVIOUS CLOSE 2.91
VOLUME 86
52-Week high 6.40
52-Week low 1.58
P/E 289.00
Mkt Cap.(Rs cr) 114
Buy Price 2.89
Buy Qty 3974.00
Sell Price 2.95
Sell Qty 10000.00
OPEN 2.89
CLOSE 2.91
VOLUME 86
52-Week high 6.40
52-Week low 1.58
P/E 289.00
Mkt Cap.(Rs cr) 114
Buy Price 2.89
Buy Qty 3974.00
Sell Price 2.95
Sell Qty 10000.00

Nila Spaces Ltd. (NILASPACES) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 20th Annual Reportto the Members with the Audited Financial Statements for the Financial Year ended on 31March 2020.

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 yearthere is no otherchange in the state of affairs of the company.

FINANCIAL HIGHLIGHTS:

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

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 8764.97 964.42 8764.97 947.89
Add: Other Income 615.75 739.87 332.99 739.87
Total Income 9380.72 1704.29 9097.96 1687.76
Less: Revenue Expenditure 8500.57 849.13 8500.57 849.13
Depreciation and Amortization 23.39 15.18 23.39 15.18
Finance cost 623.14 541.41 623.14 541.41
Profit Before Tax 233.62 298.57 (49.14) 282.04
Less: Tax Expenses (269.31) 20.47 (274.96) 20.47
Net Profit After Tax 502.93 278.10 225.82 261.57
Share of Profit/(Loss) from JV and Associates - - (20.28) 27.36
Net 502.93 278.10 205.54 288.93
Add: Balance Brought Forward from previous 481.34 205.87 365.30 79.03
Financial Year
Profit available for appropriation 984.27 483.97 570.84 367.96
Less: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax) (1.68) (2.65) (1.68) (2.65)
Surplus carried to Balance Sheet 982.59 481.32 569.16 365.31
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 7607.66 7547.55 7547.55
Reserves 8603.95 8102.68 8130.41 7926.56
Share Capital 3938.89 3938.89 3938.89 3938.89
Earnings per share (EPS) before exceptional item
Basic 0.13 0.07 0.05 0.07
Diluted 0.13 0.07 0.05 0.07
EPS after exceptional item
Basic 0.13 0.07 0.05 0.07
Diluted 0.13 0.07 0.05 0.07

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.

CHANGE IN NATURE OF BUSINESS:

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

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

Your Company's primary area of operations includes construction and development oftomeet the currentsufficient projects for sale and to provide end to end services in thereal estate industry. Presently your company focuses on the State of Gujarat and Rajasthanfor business. Your company proposes to provide end to end real estate development servicesby organizing the unorganized land and financial resources and develop residentialprojects mainly of affordable nature. The detailed review of operations is given in theManagement Discussion & Analysis Report.

Revenues Standalone and Consolidated:

Company's Revenue from Operations on a standalone basis increased to Rs. 8764.97 lakhsfrom Rs. 964.42 lakhs in the previous year at a growth rate of 808.83%. Company's Revenuefrom Operations on a consolidated basis increased to Rs. 8764.97 lakhs from Rs. 947.89lakhs in the previous year at a rate of 824.68 %.

Profits Standalone:

Your Company's EBITDA on a standalone basis amounted to Rs. 264.40 lakhs (3.02% ofrevenue from operations) as against Rs. 115.29 (11.95% of revenue from operations) in theprevious year. Project and Operations costs were 96.98% of revenue from operations for theyear ended 31 March 2020 as compared to 88.05% for the year ended

31 March 2019. The profit before tax was Rs. 233.62 lakhs (2.49% of Total Income) asagainst Rs. 298.57 lakhs (17.52% of Total Income) in the previous year. Net profit wasRs.

502.93 lakhs (5.36% of Total Income) as against Rs. 278.10 lakhs (16.32% of TotalIncome) in the previous year.

Profits - Consolidated:

Your Company's EBIDTA on a consolidated basis amounted to Rs. 264.40 lakhs (3.02% ofrevenue from operations) as against Rs. 98.76 lakhs (10.42% of revenue from operations)in the previous year. Project and Operations costs were 96.98% of revenue from operationsfor the year ended 31 March 2020 as compared to 89.58% for the year ended 31 March 2019.The Loss before tax was Rs. 69.42 lakhs (0.76% of Total Income) as against Rs. 309.40lakhs (18.33% of Total Income) in the previous year. Net profit was Rs. 205.54 lakhs(2.26% of Total Income) as against Rs. 288.93 lakhs (17.11 % of Total Income) in theprevious year.

Liquidity Standalone and Consolidated:

Your Company continues to maintain sufficientcash 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 if there is a market demand. The Directorsbelieve that the working capital is

. As on 31 March

2020 the Company had liquid assets of Rs. 1245.05 lakhs as against Rs. 2419.52lakhs at the previous year-ending at 31 March 2019.

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 andadequate banking limits are in place;

b) Profitability- There has some adverse impact on profitability of March 2020. Theprofitability for the first quarter of FY2021 is likely to hamper.

c) Liquidity position-The Company has enough liquidity due to adequate bankinglimits being in place. The Company has also taken many cost reduction measures to ensurehealthy liquidity 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 workingcondition.

f) Internal financial reporting and control- Internal Financial reporting andcontrol have not been adversely affected.The Company has provided facility to itsemployees to work from home during the lock down period and all office functions includingaccounting HR management audit MIS reporting financial management marketing etc. werebeing facilitated digitally.

g) Supply chain- There is 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 ofaffordable housing schemes and foresee some slowdown in demand of housing in generalduring H1- FY2021. However the company is positive and expects that things will getnormalized 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 the Companies Act 2013 the audited financialstatements including the consolidated financial statements are available at the

Company's website at www.nilaspaces.com. The audited financial statements of each ofthe subsidiary associate and joint venture are available for inspection at the

Company's registered office at Ahmedabad India and also at registered offices of therespective companies. Copies of the annual accounts of the subsidiary associate and jointventure will also be made 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:-

During the year there is no change in Subsidiaries Associates or Joint Ventures ofcompany.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

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

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 203 of the Companies Act 2013 on 25 May 2019 Mr. Rajesh M Shahwas appointed as Chief Financial Officer of the Company.

Pursuant to Section 196 197 and 203 of the Companies Act 2013 Mr. Anand B Patel(DIN: 07272892) who fulfills the conditions prescribed under Schedule V of the Companies2013 was re-designated and appointed as Managing Director of the Company for a period of3

(three) years with effect from 12 August 2019. Further the appointment of Ms. Rajal B.Mehta (DIN: 08182658) as an Independent Women Director was regularised at the 19th AnnualGeneral Meeting 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.

Pursuant to Section 161 196 and 197 of Companies Act 2013 Mr. Shrinjay S Joshi (DIN:08692453) was appointed as Additional Director (Non-Executive Independent) of the companyon 10 February 2020 for a term of 5 (Five) years subject to the approval of theshareholders at the ensuing Annual General Meeting.

Necessary resolutions for Appointment/ reappointment of the aforesaid Directors havebeen included in the Notice convening the ensuing Annual General Meeting and details ofthe proposal rational justification and performance evaluation report in terms ofapplicable

Secretarial Standard on General Meeting (SS-2) for the re-appointment of Directors arementioned 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.

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.

Ms. Rajal B Mehta (DIN:08182658) and Mr. Shrinjay S Joshi (DIN: 08692453) will beundertaking the online proficiency test in due course.

Declaration given by Independent Director:

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria ofindependence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and that there has been no change in the circumstanceswhich may affect their status as an

Independent Director and the same has been noted by the Board. The IndependentDirectors have complied with the

Code for Independent Directors prescribed in Schedule IV to the Companies 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 10 February 2020 without presence of otherDirectors and management the Independent Directors had based on various criteriaevaluated performance of the Chairman and performance of the other members of the board.The manner in which the performance evaluation was carried out has been explained in theCorporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 4 (Four) Board Meetings 4 (Four) Audit CommitteeMeetings 3 (Three) Nomination and Remuneration Committee and 1 (One) StakeholderRelationship Meeting were held. The details of the meetings are given in the CorporateGovernance Report as a part to the Board's 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 Directors'

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 havetakenproperandsufficientcare 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 controls 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:

During the year under review there has been no change in the clauses of Memorandum ofAssociation of the Company. A new set of Articles of Association containing regulations inconsonance with the Companies Act 2013 has been adopted at the 19th Annual GeneralMeeting.

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:

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 Limited whose equity sharesof Nila Infrastructures Limited have been in accordance with Section 124 of the CompaniesAct 2013 and rules made there under transferred to and lying with the IEPF authority;have also been credited to the designated IEPF account of the Government.

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

Auditors of this report. A certificate the Company regarding compliance of theconditions of corporate governance is given in annexure which is attached hereto andforms part of the Directors' report.

STATUTORY AUDITORS AND AUDITOR'S REPORT:

M/s. Dhirubhai Shah & Co. LLP Chartered Accountants (FRN: 102511W/W100298) wereappointed at the 19th Annual General Meeting held on 27 September 2019 as StatutoryAuditors of the Company to hold the office till the conclusion of 24th Annual GeneralMeeting 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/s.Dhirubhai Shah & Co. LLP.

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 the Company maintains CostRecords however appointment of cost auditor and cost audit is not applicable to yourCompany 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 Directorshad appointed M/s Umesh Ved &

Associates Practicing Company Secretary Ahmedabad as the secretarial auditor of theCompany to conduct secretarial audit for the year 2019-20. The report of the SecretarialAuditor is annexed herewith as "Annexure D". The report of thesecretarial auditor is self-explanatory and confirming compliance by the Company of allthe provisions of applicable corporate laws.

The delay in filing of one ROC form was on account of operational and proceduralmatters. The form was filed with additional fees and compliance was made. There is noimpact on operations and financials on account of delay in filing this form.

Pursuant to the SEBI circular dated 8 February 2019 the company has obtained an AnnualSecretarial Compliance

Report from 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 Disclosure

Requirements) Regulations 2015 reviewed the financial results and financialstatements audit process internal control system scope of internal audit and complianceof related regulations as prescribed. The Composition and terms of reference of the auditcommittee is more specifically given in the Corporate Governance Report as a part of theBoard's Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY):

The company has established Vigil Mechanism (Whistle

Blower Policy) in accordance with the provisions of Section 177 of the Companies Act2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct. Thedetail of the Whistle Blower Mechanism is explained in the Corporate Governance Report andthe policy adopted is available on the Company's website at www.nilaspaces.com underinvestor segment.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION

AND REDRESSAL) ACT 2013:

The Company has in place an anti-sexual harassment policy and internal compliantcommittee 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 nor any compliant is 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.nilaspaces.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.

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.

Various risks and mitigating remedies are more specifically discussed in MDA report asa part of the board report.

PARTICULARSOFLOANSGUARANTEESORINVESTMENT

MADE BY THE COMPANY DURING THE YEAR:

During the year the Company has made investment of

Rs. 190000 and Rs. 190000 respectively into M/s. Bagmar Nila Projects (Udaipur) LLPand M/s. Bagmar Nila Projects (Jodhpur) LLP by way of entering into LLP agreements underthe Limited Liability Partnership Act 2008. The details of all investments made by theCompany are more particularly provided under Note No 6 forming part of the financialstatements of the Company for the financial year 2019-20. Details of loans given to otherpersons covered under Section 186 of the Companies Act 2013 are given in the Note No 7relating to related parties to the financial 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 is no material significant party transaction made by the Company with its DirectorsPromoters Key Managerial Personnel or their relative. All Related Party Transactions areplaced before the audit committee / Board as applicable for their approval.

Omnibus approval is taken for the transactions which are of repetitive in nature. TheRelated Party Transactions that were entered into by the Company were to facilitate smoothfunctioning of the ordinary course of business and are in the interest of the Company.Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. The policy on relatedparty transactions as approved by the Board is available on the website of the companywww.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 (Listing Obligations Disclosure Requirements)Regulations 2015 as amended is given in Note No 35 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):

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:

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 said policy is also available at the website of the company atwww.nilaspaces.com under the investor segment.

MATERIAL CHANGES: and material order passed by

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 lock down. 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 the company during business hours on any working dayof 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 C" to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.

COMPLIANCE WITH ACCOUNTING STANDARDS:

In the preparation of the financial statements the

Company has followed the accounting policies and practices as prescribed in theAccounting Standards.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant regulator or court or tribunal during 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 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 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 with the Company. TheDirectors also take this opportunity to thank all Investors Clients Vendors BanksFinancial

Institutions Government and Regulatory Authorities and Stock Exchanges for theircontinued support. Your Directors also wish to record their appreciation for the continuedco-operation and support received from the Consultants and Advisors. Your Company looksupon them as partners in its progress and has shared with them the rewards of growth. Itwill be the Company's endeavour to build and nurture strong links with the business basedon mutuality of benefits respect for and cooperation with each other consistent withconsumer interests.

For and on behalf of the Board of Directors

Jasvinder S Rana

Chairman

DIN: 01749361

Place: Ahmedabad

Date: 27 June 2020

ANNEXURE A:

FORM NO MGT 9:

EXTRACT OF ANNUAL RETURN

(As on financial year ended on 31 March 2020)

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies(Management &

Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

CIN L45100GJ2000PLC083204
Registration Date 03 May 2000
Name of the Company Nila Spaces Limited
Category/Sub-category of the Company Public Limited Listed Company
Address oftheRegisteredoffice& details contact First Floor Sambhaav House
Opp. Chief Justice's Bungalow Bodakdev Ahmedabad
380015
Tel. +91 79 4003 6817/18
Fax: +91 79 3012 6371;
Email: secretarial@nilaspaces.com
Website: www.nilaspaces.com
Whether listed company Yes
Name Address & Contact details of the Registrar & M/s MCS Share Transfer Agent Limited.
Transfer Agent if any. 201 Second Floor Shatdal Complex
Opp: Bata Show Room Ashram Road Ahmedabad-380009
Tel no. (079) 26582878;
Fax no. (079) 26581296
Email: mcsstaahmd@gmail.com.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

SN Name and Description of main products / services NIC Code of Product/service % to total the turnover of the company
1 Construction of Buildings Carried out on own account basis or on a fee basis 41001 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and Address of the Company CIN/ GLN Holding/ Subsidiary/ Associate Company % of shares held Applicable Section
1 Mega City Cine Mall Private Limited U92412GJ2006PTC048195 Associate Company 42.50% Section 2(6) of the Companies Act 2013

Note: Statement containing salient features of the Financial Statement of theSubsidiary Companies Associate companies and Joint Venture in the prescribed Form AOC 1is annexed to this report as "Annexure B".

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

SN Category No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change duringthe year
A. Promoters Shareholding
(1) Indian
a) Individual/ HUF 243825187 0.00 243825187 61.90 243825187 0.00 243825187 61.90 0.00
b) Central Govt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Bodies Corp. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub Total (A.1) 243825187 0.00 243825187 61.90 243825187 0.00 243825187 61.90 0.00
(2) Foreign
a) Individual (NRI/Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Individuals)
b) Government 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) Institutions 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Foreign Portfolio Investor 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-Total (A.2) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total (A) = (A.1) +(A.2) 243825187 0.00 243825187 61.90 243825187 0.00 243825187 61.90 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds 5371654 0.00 5371654 1.36 5 0.00 5 0.00 (1.36)
b) Banks / FI 100000 0.00 100000 0.02 0.00 0.00 0.00 0.00 (0.02)
c) Central Govt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Venture Capital Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Insurance Companies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
g) Foreign Portfolio Investor 22315001 0.00 22315001 5.67 22415000 0.00 22415000 5.69 0.02
h) Foreign Venture Capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Funds
i) Others (specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-total (B.1) 27786655 0.00 27786655 7.05 22415005 0.00 22415005 5.69 (1.36)
2. Non-Institutions
a) Bodies Corp.
i) Indian 18346122 156000 18502122 4.70 12988582 156000 13144582 3.34 (1.36)
ii) Overseas 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 55884712 6779696 62664408 15.91 54844313 6537796 61382109 15.58 (0.33)
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 22438463 1067000 23505463 5.97 35095400 120000 35215400 8.94 2.97
c) Others Hindu Undivided 5640427 0.00 5640427 1.43 5856264 0.00 5856264 1.49 0.06
Families
d) Non Resident Indians 7989338 0.00 7989338 2.03 8075053 0.00 8075053 2.05 0.02
e) Overseas Corporate Bodies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Foreign Nationals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
g) Clearing Members 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
h) Trusts 7500 0.00 7500 0.00 7500 0.00 7500 0.00 0.00
i) Foreign Bodies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
j) IEPF 3968100 0.00 3968100 1.01 3968100 0.00 3968100 1.01 0.00
Sub-total (B.2) 114274662 8006 122277358 31.05 120835212 6813796 127649008 32.41 1.36
Total Public Shareholding 142061317 8002696 150064013 38.10 143250217 6813796 150064013 38.10 0.00
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Grand Total (A+B+C) 385886504 8002696 393889200 100.00 387075404 6813796 393889200 100.00 0.00

B) Shareholding of Promoter:

SN Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Manoj B Vadodaria 53154712 13.49 0.00 53154712 13.49 0.00 0.00
2 Nila M Vadodaria 43955267 11.16 0.00 43955267 11.16 0.00 0.00
3 Alpa K Vadodaria 36800000 9.34 0.00 36800000 9.34 0.00 0.00
4 Kiran B Vadodaria 38608100 9.80 0.00 38608100 9.80 0.00 0.00
5 Deep S Vadodaria 31752108 8.06 0.00 31752108 8.06 0.00 0.00
6 Shailesh B Vadodaria 12960000 3.29 0.00 12960000 3.29 0.00 0.00
7 Mina S Vadodaria 8695000 2.21 0.00 8695000 2.21 0.00 0.00
8 Rajesh B Vadodaria 5000000 1.27 0.00 5000000 1.27 0.00 0.00
9 Chhayaben R Vadodaria 4300000 1.09 0.00 4300000 1.09 0.00 0.00
10 Siddharth R Vadodaria 4300000 1.09 0.00 4300000 1.09 0.00 0.00
11 Karan R Vadodaria 4300000 1.09 0.00 4300000 1.09 0.00 0.00
Total 243825187 61.90 0.00 243825187 61.90 0.00 0.00

C) Change in Promoters' Shareholding:

SN Shareholding for each Promoter and person belonging to Promoter Group

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Manoj B Vadodaria
01 April 2019 53154712 13.49
31 March 2020 53154712 13.49 53154712 13.49
2 Kiran B Vadodaria
01 April 2019 38608100 9.80
31 March 2020 38608100 9.80 38608100 9.80
3 Deep S Vadodaria
01 April 2019 31752108 8.06
31 March 2020 31752108 8.06 31752108 8.06
4 Nila M Vadodaria
01 April 2019 43955267 11.16
31 March 2020 43955267 11.16 43955267 11.16
5 Alpa K Vadodaria
01 April 2019 36800000 9.34
31 March 2020 36800000 9.34 36800000 9.34
6 Shailesh B Vadodaria
01 April 2019 12960000 3.29
31 March 2020 12960000 3.29 12960000 3.29
7 Mina S Vadodaria
01 April 2019 8695000 2.21
31 March 2020 8695000 2.21 8695000 2.21
8 Rajesh B Vadodaria
01 April 2019 5000000 1.27
31 March 2020 5000000 1.27 5000000 1.27
9 Chhayaben R Vadodaria
01 April 2019 4300000 1.09
31 March 2020 4300000 1.09 4300000 1.09
10 Siddharth R Vadodaria
01 April 2019 4300000 1.09
31 March 2020 4300000 1.09 4300000 1.09
11 Karan R Vadodaria
01 April 2019 4300000 1.09
31 March 2020 4300000 1.09 4300000 1.09

D) Shareholding Pattern of top ten Shareholders: -

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN Shareholding For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Elara India Opportunities Fund Limited* 12315000 3.13 12315000 3.13
2. Ashish B Shah# - - 8615994 2.19
3. Antara India Evergreen Fund Limited* 5660000 1.44 7500000 1.90
4. Shobha I Desai* 6243657 1.58 6243657 1.58
5. HDFC Housing Opportunities Fund@ 5371654 1.36 - -
6. Tushar R Mehta* 3096050 0.78 3096050 0.78
7. Jainam Share Consultants Private Limited* 3079180 0.78 2949050 0.75
8. Elara Capital Mauritius Limited* 2500000 0.63 2500000 0.63
9. Jitendra V Sanghavi* 2431500 0.61 2749500 0.70
10. Nisha J Mehta* 1990000 0.50 2180000 0.55
11. Rajni Tarun Jain# 1500000 0.38 1500000 0.38
12. Plutus Terra India Fund@ 1840000 0.47 - -

1. The shares of the Company are substantially held in dematerialized form and aretraded on a daily basis and hence the date wise increase/decrease in shareholding is notindicated.

2. *Common top 10 shareholders as on 01 April 2019 and 31 March 2020.

@ Top 10 shareholders as on 01 April 2019. # Top 10 shareholders as on 31 March 2020.

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Deep S Vadodaria
01 April 2019 31752108 8.06 31752108 8.06
31 March 2020 31752108 8.06 31752108 8.06
2 Prashant H Sarkhedi
01 April 2019 175000 0.04 175000 0.04
31 March 2020 175000 0.04 175000 0.04
3 Jasvinder S Rana - - - -
4 Anand B Patel - - - -
5 Rajal B Mehta - - - -
6 Shrinjay S Joshi - - - -
7 Gopi V Dave - - - -
8 Rajesh M Shah 37000 0.01 37000 0.01

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accruedbut not due for payment.

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
At the beginning of the year 6848.17 818.32 - 7666.49
Indebtedness at the beginning of the financial year
i) Principal Amount 6848.17 818.32 - 7666.49
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 6848.17 818.32 - 7666.49
Change in Indebtedness during the financial year
* Addition 6795.43 829.47 - 7624.90
* Reduction 11368.03 1647.79 - 13015.82
Net Change (4572.60) (818.32) - (5390.92)
Indebtedness at the end of the financial year 2275.57 - - 2275.57
i) Principal Amount 2275.57 - - 2275.57
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2275.57 - - 2275.57

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD*WTD** Manager Anand B Patel Total Amount
1 Gross salary (per annum) 36.00 36.00
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 -
2 Stock Option - -
3 Sweat Equity - -
4 Commission
- as % of profit - -
- other - -
5 Others - -
Total (A) 36.00 36.00
Ceiling as per Schedule V of the Companies Act 2013 84.00 84.00

*MD= Managing Director; ** WTD= Whole Time Director

B. REMUNERATION TO OTHER DIRECTORS:

SN Particulars of Remuneration

Name of Directors

Total

Other NED*

Independent Director

Deep S Vadodaria Prashant H Sarkhedi Jasvinder S Rana Rajal B Mehta
1 Fee for attending board committee meetings 0.09 - 0.12 0.12 0.33
2 Commission - - - - -
3 Others For attending meeting of - - - - -
Independent Directors
Total Managerial Remuneration 0.09 - 0.12 0.12 0.33

Overall Ceiling as per the Act Rs. 1 Lac per meeting per Director as per Rule 4 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 * NED -NonExecutive Director

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

SN Particulars of Remuneration

Key Managerial Personnel

*CS **CFO Total
1 Gross salary per annum 2.74 4.74 7.48
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2 Stock Option Value of Perquisites - - -
3 Sweat Equity - - -
4 Commission as % of Profit/ Others - - -
5 Others - - -
Total 2.74 4.74 7.48

*CS= Company Secretary ** CFO = Chief Financial Officer

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

SN Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority[RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

.