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NILE Ltd.

BSE: 530129 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE445D01013
BSE 12:01 | 09 Dec 528.00 3.60
(0.69%)
OPEN

535.95

HIGH

535.95

LOW

528.00

NSE 05:30 | 01 Jan NILE Ltd
OPEN 535.95
PREVIOUS CLOSE 524.40
VOLUME 94
52-Week high 728.00
52-Week low 273.00
P/E 6.37
Mkt Cap.(Rs cr) 158
Buy Price 523.00
Buy Qty 3.00
Sell Price 528.00
Sell Qty 15.00
OPEN 535.95
CLOSE 524.40
VOLUME 94
52-Week high 728.00
52-Week low 273.00
P/E 6.37
Mkt Cap.(Rs cr) 158
Buy Price 523.00
Buy Qty 3.00
Sell Price 528.00
Sell Qty 15.00

NILE Ltd. (NILE) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 35th Annual Report on the operations ofyour Company and the Audited Accounts for the financial together with the Auditors' Reportthereon.

Financial Results:

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

(Rs. in Lakhs)

Particulars 2018-19 2017-18
Net Sales 57083.46 63312.01
Other Income 57.12 110.60
Total Revenue 57140.58 63422.61
Profit before interest and depreciation 2770.30 4677.32
Less: Interest 451.32 740.71
Depreciation 385.11 387.94
Profit before exceptional & extraordinary items and tax 1933.87 3548.67
Profit before Tax 1933.87 3548.67
Profit after Tax 1251.04 2304.72
Less: Other Comprehensive 40.59 19.25
Income
Total Comprehensive Income 1210.45 2285.47
Add: Opening balance in Statement of Profit & Loss 9862.44 7757.61
Amount available for appropriation 11072.89 10043.09
Appropriations:
Transfer to General Reserve - -
Interim Dividend on equity shares 60.03 150.10
Dividend Distribution Tax on Interim Dividend 12.34 30.56
Surplus/(Deficit) carried to Balance Sheet 11000.52 9862.44

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

Dividend:

Your Directors declared and paid interim dividend for the financial year 2018-19 asper the following details:

Dividend Date of declaration Amount per share Paid in
Interim Dividend 10th November 2018 Rs. 2/- (20%) November / December 2018

Your Directors have pleasure in recommending final dividend of Re 1/- per share for thefinancial year 2018-19.

Operations:

Operations of the Company's two divisions for the year underyear ended 31st March2019 review were as follows:

Lead Division:

This year the Lead division recorded sales of Rs 57032 lakhs as against Rs 63263lakhs in the previous year a decrease of 9.85%. An increase in raw material pricescoupled with a drop in international Lead prices resulted in lower turnover as well asprofit.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern PowerDistribution Company Ltd. The total revenue was Rs.51 lakhs against Rs.49 lakhs in theprevious year.

Total:

The combined turnover of the Company thus was Rs 57083 lakhs for the year underreview as against Rs 63312 lakhs for the previous year.

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.

Quality Management System:

Your Company has upgraded to the requirements of the new ISO 9001:2015 QualityManagement System standard during the year and received the accreditation certificatefrom the German Multinational certification body "TUV-SUD South Asia PrivateLimited" after successful transition from the earlier accreditation body"IRQS"

Environmental Management System (EMS):

Your Company has implemented all the requirements for the "EnvironmentalManagement System" and got the accreditation certificate for the firsttime for theISO 14001:2015 EMS standard from the German Multinational certification body"TUV-SUD South Asia Private Limited"

As part of implementation of the Environmental Management System several improvementprojects were initiated and completed.

Both the QMS and EMS systems have been integrated as "Integrated ManagementSystem"

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-A).

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:

There has been a reduction in the fuel consumption in both plants as a result of theconservation measures undertaken.

B. Technology Absorption:

No new technology has been obtained during the year and the existing technology in usehas been fully absorbed.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned:

(Rs. in Lakhs)

Particulars 2018-19 2017-18
a) Foreign Exchange earnings on exports 363.02 227.09
b) Foreign Exchange used on account of:
i) Foreign Travel 3.36 4.41
ii) Professional Charges 0.75 8.97
iii) Subscription charges 1.53 4.07
iv) Others / Delegate Fees 4.95 4.16
v) CIF value of imports of raw material & others 12554.90 16297.43
vi) Dividend for 2018- 19/2017-18 0.00 3.00

Directors:

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

Sri Ramachandra Kadiri was co-opted as an additional director (independent directorcategory) of the company with effect from 10th November 2018. An application toappoint him as a Director (independent director category) was received by the Company.

Sri S.V. Narasimha Rao Sri Satish Malladi Sri V. Ashok Sri Sridar Swamy andSri Suketu Harish Shah Independent Directors of the company will complete their five on29th September 2019. The Nomination and Remuneration Committee recommends theirre-appointment for a second term of five years with effect from 30th September 2019.

Further Sri S.V. Narasimha Rao and Sri Satish Malladi will attain the age of 75 yearson 7th October 2022 and 13th November 2022 respectively. As per the provisions ofSection 149(10) of the Companies Act 2013 read with sub-regulation (1A) of Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thereappointments will be subject to the approval of the members by way of passing specialresolutions.

The Company has taken a certificate from V. Mohan Rao Practicing Company Secretarythat none of the Directors on the Board of the Company have been debarred or disqualifiedfrom being appointed all continuing as Directors of Companies by the Board/Ministry ofCorporate Affairs or any such Statutory Authority.

Statutory Auditors:

M/s. Gokhale & Co. Chartered Accountants Hyderabad were appointed as StatutoryAuditors of the Company for a period of five years from the conclusion of 32nd AnnualGeneral Meeting till the conclusion of the 37th Annual General Meeting of the company.

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.

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 B

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

Refer Annexure C

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

Refer Annexure D

Extract of Annual Return (Form MGT-9) [Pursuant to Section 92(3) and Section 134(3) (a)of the Companies Act 2013 and Rule 12 of Companies (Management and Administration) Rules2014]:

Refer Annexure E

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 individuallyand 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 Bikram Keshari Prusty M. Vamsi Mohan V. Satya Prasad B. Seshagiri Rao
Designation Chief Operating Officer Company Secretary GM-Purchase GM-Projects GM-Finance
Remuneration (Rs. in Lakhs) 25.17 15.61 14.31 12.69 12.05
Nature of Employment Permanent Permanent Permanent Permanent Permanent
Qualification B.Tech. FCS M.Com LLb. B.Com. BE/MBA B.Com.
Experience 32 Years 13 Years 30 Years 29 Years 35 Years
Date of Joining 26.10.2017 01.09.2008 15.03.1989 16.04.2012 12.06.1987
Age 54 45 57 61 58
Last Employment De Dietrich Process Systems India Pvt. Ltd Ocean Park Multitech Ltd. Company Secretary -- Jaya LPG Limited Jyothsana Chits
Shareholding in the Company (Nos.) 400 10 9 5 7
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 Plant Manager Senior Manager Manager-Production Plant Manager Manager- Quality
Remuneration (Rs. in Lakhs) 11.65 10.70 9.38 9.32 7.46
Nature of Employment Permanent Permanent Permanent Permanent Permanent
Qualification B.Sc. M.Com. D.Met.Engg. B.Tech. B.Sc.
Experience 27 Years 35 Years 25 Years 25 Years 18 Years
Date of Joining 22.08.1994 18.03.1987 19.08.1998 15.09.2008 01.11.2000
Age 50 56 47 47 40
Last Employment Sri Ram Computers Nava Bharat Ferro Alloys Ltd Agravamshi Aluminium Ltd Nava Bharat Ferro Alloys Ltd NA
Shareholding in the Company (Nos.) 1 5 2 1 1
Whether a relative of a Director No No No No No

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.

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(PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Company hascomplied 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 2018–19 there were no cases reported under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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
Sd/-
V. Ramesh
Place : Hyderabad Chairman and Managing Director
Date : 14-08-2019 DIN: 00296642

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