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NILE Ltd.

BSE: 530129 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE445D01013
BSE 00:00 | 21 Jan 618.90 -13.00
(-2.06%)
OPEN

630.00

HIGH

638.00

LOW

615.00

NSE 05:30 | 01 Jan NILE Ltd
OPEN 630.00
PREVIOUS CLOSE 631.90
VOLUME 8872
52-Week high 728.00
52-Week low 295.00
P/E 7.46
Mkt Cap.(Rs cr) 186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 630.00
CLOSE 631.90
VOLUME 8872
52-Week high 728.00
52-Week low 295.00
P/E 7.46
Mkt Cap.(Rs cr) 186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NILE Ltd. (NILE) - Director Report

Company director report

To

The Members

Your directors take pleasure in presenting the 37th Annual Report on theoperations of your Company and the Audited Accounts for the financial year ended 31stMarch 2021 together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year and the comparative figures for the previous yearare given below in a summarized format: (? in Lakhs)

Particulars 2020-21 2019-20
Net Sales 53640.63 59267.45
Other Income 23.70 25.62
Total Revenue 53664.33 59293.07
Profit before interest and depreciation 2500.27 2167.10
Less: Interest 274.24 451.60
Depreciation 352.20 365.62
Profit before exceptional & extraordinary items and tax 1873.83 1349.88
Profit before Tax 1873.84 1349.88
Profit after Tax 1377.23 1093.18
Add/less: Other Comprehensive Income 8.27 68.32
Total Comprehensive Income 1385.51 1024.86
Add: Opening balance in Statement of Profit & Loss 11953 11000.52
Amount available for appropriation 13338.51 12025.38
Appropriations:
Transfer to General Reserve -
Dividend on equity shares 30.02 60.04
Dividend Distribution Tax on Interim Dividend - 12.34
Surplus/(Deficit) carried to Balance Sheet 13308.49 11953.00

Note: Previous year’s figures are regrouped and presented wherever necessary.

Dividend:

Your directors declared and paid dividends for the financial year as per the followingdetails:

Dividend Date of declaration Amount per share Paid in
Interim Dividend 12th February2021 Rs 1/- (10%) March 2021

Your directors wish to inform you that no further dividends will be paid for the2020-21 financial year.

Operations:

Operations of the Company's two divisions for the year under review were as follows:

Lead Division:

This year the Lead division recorded sales of Rs 53607 lakhs as against Rs 59222lakhs in the previous year a decrease of 9.48%.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern PowerDistribution Company Ltd. The total revenue was ' 34 lakhs against ' 46 lakhs in theprevious year.

Total:

The combined turnover of the Company thus was ' 53641 lakhs for the year underreview as against ' 59268 lakhs for the previous year.

Particulars of loans Guarantees security and Investments:

The Company has not given any loans gurantees or security to which provisions ofsection 185 and 186 of the Companies Act 2013 are applicable. The Company has compliedwith the provisions of section 185 and 186 of the Companies Act 2013 with respect toinvestments in wholly owned subsidiaries as disclosed in notes to accounts.

Subsidiary Companies:

Nile Limited subscribed 110000 Equity shares @10 each in Nile Li-Cycle PrivateLimited and 210000 Equity shares @ 10 each in Nirmalya Extracts Private Limited.

A separate statement containing the salient features of the financial statements of thesubsidiary companies in Form AOC-1 as per the provisions of Section 129 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 as amended and is attached inAnnexure A.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance as requiredunder the SEBI (LODR) Regulations 2015. A report on Corporate Governance along with thecertificate on its compliance from the Auditors forms part of this report.

Integrated Management System (IMS):

Management Programs for further improving the productivity and environmental aspects atboth the plants have been successfully implemented during the year.

The recertification audits for both Quality Management System (ISO 9001:2015) andEnvironmental Management System (ISO 14001:2015) of the IMS have been successfullycompleted in the first week of July 2021 and the certificates for both continue to bevalid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure as well as on the financial andoperational performance is contained in the ‘Management Discussion and AnalysisReport' enclosed hereto which forms an integral part of this Report (Refer Annexure-B).

Information as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014:

A. Conservation of Energy:

The incoming power transformer at UNIT I has been shifted closer to the power controlroom to reduce the line losses as part of energy conservation measures.

B. Technology Absorption:

The existing technology in use has been fully absorbed and no new technology adoptionmeasures were initiated during the year.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned; (? in Lakhs)

Particulars 2020-21 2019-20
a) Foreign Exchange earnings on exports Nil Nil
b) Foreign Exchange used on account of:
i) Foreign Travel - 1 .97
ii) Professional Charges - 0.38
iii) Subscription charges 1 .74 2.05
iv) Others / Delegate Fees 5.35 1.20
v) legal Fee - 0.14
vi) CIF value of imports of raw material & others 8538.77 10002.41
vii) Dividend Nil Nil

Directors& Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions if any of the Companies Act2013 Sri Vuyyuru Ramesh will retire by rotation at the ensuing annual general meetingand being eligible offers himself for reappointment.

Sri Pavan Pise resigned as Company Secretary with effect from 14.09.2020.

The Board appointed Smt Rajani K as Company Secretary with effect from 15.09.2020.

The Board appointed Sri Kaliprasad Yalamanchili as Chief Executive Officer with effectfrom 14.09.2020.

Sri Venkateswarlu Jonnalagadda was appointed as an Additional Director (IndependentDirector category) of the Company with effect from 12th August 2021.

Statutory Auditors:

Statutory Auditors M/s. Gokhale & Co. Chartered Accountants Hyderabad havingFirm Registration No.000942S hold office from 32nd Annual General meeting tillthe conclusion of the ensuing (37th) Annual General Meeting and are eligiblefor reappointment.

Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014. Your Boardis of the opinion that continuation of M/s. Gokhale & Co as Statutory Auditors of theCompany for an additional five years will be in the interests of the Company andtherefore members are requested to consider their re-appointment as Statutory Auditor ofthe Company from the conclusion of ensuing Annual General meeting till 42ndAnnual general meeting at remuneration as decided by the board.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria forIndependence as provided in Section 149(6) of the Companies Act 2013.

Risk Management Policy:

The Board has adopted and is implementing a suitable Risk Management Policy for theCompany which identifies therein different elements of risk which may threaten theexistence of the Company.

Annual return:

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at http://www.nilelimited. com/annual-returns.html Deposits:

No deposits under Chapter V of the Companies Act 2013 were accepted or renewed duringthe year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e) Section 178(3) of the Companies Act2013 and Rule 8(4) of the Companies (Accounts) Rules 2014:

Refer Annexure C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

Refer Annexure D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance withRule 8 of Companies (CSR Policy) Rules 2014:

Refer Annexure E

Performance Evaluation:

The Board evaluated the effectiveness of its functioning and that of the Committeesand of individual Directors. The Board sought the feedback of Directors on variousparameters such as:

• Degree of fulfillment of key responsibilities

• Clarity on the functional requirements of the Directors on the Board as well ason the Committees

• Co-operation between the Directors

• Quality and dynamics of the relationship between Management and IndependentDirectors.

The Chairman met each of the Directors individually and obtained the feedback.

The Directors then discussed these inputs and also reviewed the performance of theDirectors and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors the Committees and theBoard were entirely satisfactory. There was also satisfaction regarding the co-operationand co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth with asocial conscience.

Employees:

Top ten employees (excluding Executive Directors in terms of remuneration drawn asprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Name Y. Kaliprasad M.Vamsi Mohan V.Satya Prasad B. Seshagiri Rao *Rajani K
Designation Chief Executive Officer GM-Materials GM-Projects GM-Finance Company Secretary
Remuneration (' in Lakhs) 26.68 15.85 13.29 11.40 7.40
Nature of Employment Permanent Permanent Permanent Permanent Permanent
Qualification B.Tech. B.Com. BE/MBA B.Com. FCS M.Com LLB
Experience 34 Years 32 Years 31 Years 37 Years 11 Years
Date of Joining 26.10.2017 15.03.1989 16.04.2012 12.06.1987 02.09.2020
Age 56 59 63 60 39
Last Employment De Dietrich Process Systems India Pvt. Ltd -- Jaya LPG Limited Jyothsana Chits Madhucon Projects Limited
Shareholding in the Company (Nos.) 400 9 5 7 1
Whether a relative of a Director No No No No No

 

Name K.H.K. Srinivas T. Hemanth Kumar S. Mahesh Babu R. Devender Rao Y. Srinivasa Rao
Designation Deputy General Manager and Plant Head Deputy General Manager Senior Manager- Production Senior Manager and Plant Head Senior Manager- Quality
Remuneration (' in Lakhs) 12.34 11.46 9.92 9.96 7.86
Nature of Employment Permanent Permanent Permanent Permanent Permanent
Qualification B.Sc. M.Com. D.Met.Engg. B.Tech. B.Sc.
Experience 29 Years 37 Years 27 Years 27 Years 20 Years
Date of Joining 22.08.1994 18.03.1987 19.08.1998 15.09.2008 01.11.2000
Age 52 58 49 49 42
Last Employment Sri Ram Computers Nava Bharat Ferro Alloys Ltd Agravamshi Aluminium Ltd Nava Bharat Ferro Alloys Ltd Sulakshana Circuits
Shareholding in the Company (Nos.) 1 5 2 1 1
Whether a relative of a Director No No No No No

*Employed for only part of the year

No employee was in receipt of remuneration more than the limit prescribed under Rule5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014.

Directors’ Responsibility Statement:

Your Directors in terms of Section 134(5) of the Companies Act 2013 state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealingwith related party transactions which is available on the Company's website at the link:http://www.nilelimited.com/policies.html. All related party transactions entered intoduring FY 2020-21 were on an arm's length basis and in the ordinary course of business. Nomaterial related party transactions were entered into during the financial year by theCompany. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2020-21.

Certificate of Non disqualification of Director’ under Regulation 34(3) of SEBI(LODR) 2015:

The Company has obtained the below certificate from Sri V. Mohan Rao PracticingCompany Secretary confirming that none of the Directors of the Board of the Company havebeen debarred or disqualified from being appointed or continuing as directors of companiesby the Board/Ministry of Corporate Affairs or any such Statutory Authority.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015)

The Members

Nile Limited

I V. Mohan Rao Practicing Company Secretary have examined the relevant registersrecords forms returns and disclosures received from the Directors of Nile Limited havingCIN: L27029AP1984PLC004719 and having Registered Office at Plot No.38 & 40 APIICIndustrial Park Gajulamandyam Village Renigunta Mandal Tirupati Chitoor Dist. AP-517520 (herein after referred to as ‘the Company') produced before me by the Companyfor the purpose of issuing this Certificate in accordance with Regulation 34(3) read withSchedule V Para-C Sub Clause 10(i) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015.

In my opinion and to the best of my information and according to the verifications(including Directors Identification Number (DIN) status at the portal www.mca.gov.in) asconsidered necessary and explanations furnished to me by the Company and its officershereby certify that none of the Directors on the Board of the Company as stated below forthe Financial Year ending on 31st March 2021 have been debarred ordisqualified from being appointed or continuing as Directors of Companies by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any such otherStatutory Authority:

Sl. No. Name of Director DIN Date of appointment in Company
1. Vuyyuru Ramesh 00296642 19-12-1984
2. Sandeep Vuyyuru Ramesh 02692185 14-08-2011
3. Vuyyuru Rajeswari 00845598 30-09-2014
4. S.V. Narasimharao 00025635 28-10-2003
5. Ashok Vemulapalli 00730615 26-07-2008
6. Sridar Swamy 01122961 30-09-2014
7. Suketu Harish Shah 00607880 30-09-2014
8. Yeswanth Nama 8. Venkateswwaralu 08076913 01-03-2018
9. Kadiri Ramachandra Reddy 00042172 10-11-2018
10 Venkateswarlu Jonnalagadda 00051001 12-08-2021

Ensuring the eligibility for the appointment/ continuity of every Director on the Boardis the responsibility of the management of the Company. Our responsibility is to expressan opinion on these based on our verification. This certificate is neither an assurance asto the future viability of the Company nor of the efficiency or effectiveness with whichthe management has conducted the affairs of the Company.

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas complied with provisions relating to the constitution of Internal Complaints Committeeunder Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

During the Financial Year 2020-21 there were no cases reported under the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Yourdirectors would like to place on record their appreciation of the dedication andcommitment of all employees of your Company.

Acknowledgement:

Your directors thank the customers vendors investors as well as HDFC Bank and KotakMahindra Bank for their continued support during the year.

For and on behalf of the Board
Vuyyuru Ramesh
Place: Hyderabad Executive Chairman
Date: 12-08-2021 DIN:00296642

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